Investor Rights Agreement

Exhibit 10.41 THE GYMBOREE CORPORATION
INVESTOR RIGHTS AGREEMENT

This Investor Rights Agreement (this " Agreement" ) is made and entered into as of May __, 2000 by and between The Gymboree Corporation, a Delaware corporation (the " Company" ), and _______ (" Investor" ). RECITALS

WHEREAS, the Company desires to sell to the Investor, and the Investor desires to purchase from the Company, _______ shares (the " Purchased Shares" ) of Common Stock, par value $0.001 per share, of the Company (the " Common Stock" ) on the terms and conditions set forth in that certain Common Stock Purchase Agreement, dated of even date herewith by and between the Company and the Investor (the " Purchase Agreement" ) and unless otherwise provided herein, all capitalized terms shall have the meanings set forth in the Purchase Agreement.

WHEREAS, the Purchase Agreement provides that the Investor shall be granted certain registration rights as more fully set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. REGISTRATION RIGHTS.
(a) Definitions. For purposes of this Section 1:
(i) Registration. The terms " register," " registered," and " registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act of 1933, as amended, (the " Securities Act" ), and the declaration or ordering of effectiveness of such registration statement
(ii) Registrable Securities. The term " Registrable Securities" means the Purchased Shares and any Common Stock of the Company distributed on or with respect to the Purchased Shares. Notwithstanding the foregoing, " Registrable Securities" shall exclude any Registrable Securities sold by a person in a transaction in which rights under this Section 1 are not assigned in accordance with this Agreement or any Registrable Securities sold in a public offering, whether sold pursuant to Rule 144 promulgated under the Securities Act, or in a registered offering, or otherwise.
(iii) Registrable Securities Then Outstanding. The number of shares of " Registrable Securities then outstanding" shall mean the number of Purchased Shares and the number of any other securities that are Registrable Securities and are then issued and outstanding.


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(iv) Holder. For purposes of this Section 1, the term " Holder" means the Investor or any subsidiary or affiliate of the Investor owning of record Registrable Securities that have not been sold to the public or pursuant to Rule 144 promulgated under the Securities Act or any permitted assignee of record of such Registrable Securities to whom rights under this Section 1 have been duly assigned in accordance with Section 2 of this Agreement.
(v) Form S-3. The term " Form S-3" means such form under the Securities Act as is in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC that permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.
(b) Form S-3 Registration. On or about the date that is six (6) months after the Closing, as defined in the Purchase Agreement, the Company shall use reasonable commercial efforts to cause to become effective with the SEC a registration statement on Form S-3, if available, relating to 100% of the Holder' s Registrable Securities. The Company shall use commercially reasonable efforts to file such registration statement in sufficient time as necessary to cause such registration statement to become effective on or about the date that is six (6) months after the Closing and shall also use commercially reasonable efforts to obtain any related qualifications, registrations or other compliances that may be necessary under any applicable " blue sky" laws. In connection with such registration, the Company will:
(i) Notice. Promptly give written notice to the Holder of the proposed registration and any related qualification or compliance.
(ii) Registration. Effect such registration and all such qualifications and compliances and as would permit or facilitate the sale and distribution of 100% of the Holder' s Registrable Securities; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 1(b) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.
(iii) Number of Form S-3 Registrations. The Company shall be obligated to effect only one (1) registration under this Section 1(b).
(iv) Expenses. The Company shall pay all expenses incurred in connection with each registration requested pursuant to this Section 1(b), excluding underwriters' or brokers' discounts and commissions relating to shares sold by Holder and any fees and disbursements of counsel to Holder, but including federal and " blue sky" registration, filing and qualification fees, printers' and accounting fees, and fees and disbursements of counsel for the Company.


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(v) Deferral. Notwithstanding the foregoing, if the Company shall furnish to Holder a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its stockholders for such registration statement to be filed, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period, and the period of time that the Company is obligated to maintain the effectiveness of any registration statement under Clause (vi) [(vii)] below shall be extended for the length of any such period of deferral.
(vi) [Only for the Moldaw Variable Fund: Not Demand Registration. The Form S-3 registration described in this Section 1(b) shall not be deemed to be a demand registration as described in Section 1(c) below.]
(vii) Maintenance. The Company shall use all reasonable commercial efforts to maintain the effectiveness of the Form S-3 registration statement filed under this Section 1(b) until the earlier of: (a) the date on which all of the Registrable Securities have been sold; and (b) the one-year anniversary of the Closing, as defined in the Purchase Agreement.
(c) [Only for the Moldaw Variable Fund: Demand Registration.
(i) Request by Holder. If, at any time following the first anniversary of the Closing, as defined in the Purchase Agreement, the Company receives a written request from the Holder that the Company file a registration statement under the Securities Act on Form S-3 covering the registration of Registrable Securities (a " Demand Notice" ), then the Company shall use commercially reasonable efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that the Holder requests to be registered in such Demand Notice within thirty (30) days after receipt of such Demand Notice.
(ii) Maximum Number of Demand Registrations. The Company shall be obligated to effect only one (1) such registration pursuant to this Section 1(c).
(iv) Deferral. Notwithstanding the foregoing, if the Company shall furnish to the Holder a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its stockholders for such registration statement to be filed, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the Demand Notice; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period.


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(v) Expenses. All expenses incurred in connection with any registration pursuant to this Section 1(c), including all federal and " blue sky" registration, filing and qualification fees, printer' s and accounting fees, and fees and disbursements of counsel for the Company (but excluding underwriters' discounts and commissions relating to shares sold by the Holder and any fees and disbursements of counsel to the Holder), shall be borne by the Company. The Holder shall bear such Holder' s discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering by the Holder. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 1(c) if the registration request is subsequently withdrawn at the request of the Holder, unless the Holder agrees that such registration constitutes the use by the Holder of one (1) demand registration pursuant to this Section 1(c); provided further, however, that if at the time of such withdrawal, the Holder has learned of a material adverse change relating to the business or operations of the Company not known to the Holder at the time of its request for such registration and have withdrawn its request for registration after learning of such material adverse change, then the Holder shall not be required to pay any of such expenses and such registration shall not constitute the use of a demand registration pursuant to this Section 1(c).
(vi) Maintenance. The Company shall use all reasonable commercial efforts to maintain the effectiveness of the Form S-3 registration statement filed under this Section 1(c) until the earlier of: (a) the date on which all of the Registrable Securities have been sold; and (b) the two-year anniversary of the Closing, as defined in the Purchase Agreement.]
(d) Obligations of the Company. Whenever required to effect the registration of any Registrable Securities under this Agreement the Company shall, as expeditiously as reasonably possible:
(i) Registration Statement. Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such registration statement to become effective.
(ii) Amendments and Supplements. Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.
(iii) Prospectuses. Furnish to the Holder such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in o ...