EXHIBIT 4.4
BARE ESCENTUALS,
INC.
SECOND AMENDMENT TO THE
STOCKHOLDERS AGREEMENT
June 28, 2006
Reference is made to the Stockholders Agreement (the “
Stockholders Agreement ”), dated
as of June 10, 2004, by and between Bare Escentuals, Inc. (the
“ Company ”) and the stockholders party
thereto (the “ Stockholders ”), as
amended on December 21, 2004. All capitalized terms used
herein and not otherwise defined shall have the meanings assigned
to such terms in the Stockholders Agreement.
WHEREAS , the Company is preparing a Registration Statement
on Form S-1 (the “ Registration Statement
”) for filing with the U.S. Securities and Exchange
Commission in connection with a proposed initial public offering of
the Company’s Common Stock (the “
Offering ”);
WHEREAS , Section 3.4 of the Stockholders Agreement provides
for piggyback registration rights on all public offerings,
including the Company’s initial public offering, subject to a
customary underwriters’ cutback provision (collectively, the
“ Registration Rights ”);
WHEREAS , pursuant to Section 4.4 of the Stockholders
Agreement, the Stockholders Agreement may be amended by a majority
of each of the Berkshire Stockholders and the JH Stockholders with
the prior written consent of the Company subject to certain
conditions therein; and
WHEREAS , the parties wish to amend Section 3.4 (Piggyback
Registration) of the Stockholders Agreement to provide that such
registration rights do not apply to with respect to the
Company’s initial public offering.
NOW, THEREFORE,
in consideration of the foregoing
and in order to induce the Company to proceed with the Offering,
the und
