
| Re: |
Additional Marks
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| 1. |
Schedule A to the License Agreement is hereby amended to include the Additional Marks, solely for purposes of permitting Licensee to operate Bed Bath & Beyond Home and buybuyBABY-branded retail
stores in the Neighborhood Format in accordance with Section 2.1 of the License Agreement and Section 2(d)(i) of the Collaboration Agreement.
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| 2. |
Section 2.2 of the License Agreement is hereby amended and restated as follows:
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| 3. |
Section 2(d) of the Collaboration Agreement is hereby amended so that all references therein to “Bed Bath & Beyond” shall also include “Bed Bath & Beyond Home” and “buybuyBABY”.
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| 4. |
Exhibit C-1 to the Collaboration Agreement is hereby amended, to include “Bed Bath & Beyond Home” and “buybuyBABY” branded retail stores in a Neighborhood Format, for purposes of which the
Parties will identify up to five (5) possible locations during a Planning Period extending for ninety (90) days following the date of this letter. The Pilot Term for Bed Bath & Beyond Home and buybuyBABY Neighborhood Format Stores will
continue for a period of not more than eighteen (18) months following the date of this letter, and the Parties will work in good faith to open at least one pilot Bed Bath & Beyond Home or buybuyBABY Neighborhood Format retail location
during such period. All other terms of Exhibit C-1 shall apply to the Bed Bath & Beyond Home and buybuyBABY brand and Bed Bath & Beyond Home and buybuyBABY retail locations, mutatis mutandis.
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| 5. |
The License Agreement is hereby amended to eliminate Licensee’s obligation to pay any Sales Royalty thereunder or any other obligation arising under Section 6 of the License
Agreement, including with respect to any Guaranteed Minimum Royalty or reporting requirements thereunder; provided, however, the termination right set forth in Section 8.2(a)(i) of the License Agreement shall instead be triggered by
Licensee’s uncured failure to timely pay Collaboration Fees pursuant to the Collaboration Agreement. For the avoidance of doubt, from and after the date of this letter agreement, Licensee shall not be obligated to pay any royalty or similar
fee or payment in respect of the right to use the Licensed Marks in accordance with the License Agreement other than payment of the Collaboration Fee in accordance with the Collaboration Agreement.
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| 6. |
Capitalized terms used and not defined herein shall have the respective meanings given to them in the License Agreement or the Collaboration Agreement, as applicable.
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| 7. |
The validity, interpretation, construction, and enforcement of this letter agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to
conflict of laws principles. This letter agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed
counterpart of a signature page of this letter agreement by facsimile, .pdf or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this letter agreement.
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Very truly yours,
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BEYOND, INC.
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By:
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/s/ Marcus Lemonis
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Name:
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Marcus Lemonis
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Title:
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Executive Chairman
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KIRKLAND’S, INC.
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By:
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/s/ W. Michael Madden
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Name:
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W. Michael Madden
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Title:
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Executive Vice President and
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Chief Financial Officer
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Trademark
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Reg. No.
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Serial No.
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Reg.
Date/App.
Date
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Status
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|||||
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Buy Buy Baby
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2171479
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75976624
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7/7/1998
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Registered
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|||||
![]() |
3855752
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77829449
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10/5/2010
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Registered
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|||||
![]() |
3855753
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77829466
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10/5/2010
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Registered
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|||||
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Bed Bath & Beyond Home
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N/A
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99154965
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4/25/2025
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Pending
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