Exhibit 4.5
BARE ESCENTUALS, INC.
THIRD AMENDMENT TO THE STOCKHOLDERS
AGREEMENT
September 11,
2007
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 “ Stockh olders
”), as amended on December 21, 2004 and June 29,
2006. All capitalized terms used herein and not otherwise
defined shall have the meanings assigned to such terms in the
Stockholders Agreement.
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 Stockholders Agreement
currently provides that all Shares transferred by a Stockholder (other
than pursuant to an effective registration statement under the Securities Act or pursuant
to a Rule 144 transaction) shall, except as otherwise
expressly stated herein, be held by the transferee thereof pursuant
to the Stockholders Agreement; and
WHEREAS , the parties wish to amend
Section 4.13 (Effectiveness of Transfers) of the Stockholders
Agreement to provide that Shares transferred by a Stockholder shall
not be subject to this Agreement unless the transferee is an
Affiliate of such Stockholder; and
WHEREAS , the parties wish to amend
Section 4.14 (Other Stockholders) to provide that the only
transferees who will be required to sign a counterpart or joinder to the
Stockholders Agreement will be Affiliates of transferring
Stockholders who are not already parties to the Stockholders
Agreement .
NOW, THEREFORE,
in consideration of the
foregoing and for and other good and valuable
consideration , the
undersigned Stockholders hereby agree with the Company as
follows:
1.
AMENDMENT TO STOCKHOLDERS AGREEMENT
1.1
Section 4.13 of the Stockholders Agreement shall be amended
and restated as follows:
“4.13
Effectiveness of Transfers . Except as provided in the
following sentence, Shares transferred by a Stockholder shall not
be held by the transferee thereof pursuant to this Agreement and
shall not have the rights or be subject to the obligations of a
Stockholder under this Agreement. If the transferee of Shares
is an Affiliate of the transferring Stockholder on the date of such
transfer, then such Shares shall be held by the transferee thereof
pursuant to this Agreement. Any such transferee who is an Affiliate
of the transferring Stockholder shall have all the rights and be
subject to all of the obligations of a Stockholder under
this
