Item 1.01 Entry into a Material Definitive Agreement.



On January 23, 2022, Vera Bradley, Inc. (the "Company") and certain of its
subsidiaries entered into an Interest Purchase Agreement (the "Interest Purchase
Agreement") with Creative Genius Holdings, Inc. a California corporation,
Creative Genius Investments, Inc., a California corporation, Griffin Thall and
Paul Goodman (collectively "Sellers") to purchase the remaining 25% of the
outstanding membership interests (the "Remaining Pura Vida Interests") of
Creative Genius, LLC, a California limited liability company ("Pura Vida")
through which the Company designs, markets and distributes bracelets, jewelry
and other related accessories under the brand name Pura Vida. On July 16, 2019,
the Company purchased 75% of Pura Vida's outstanding equity interest and entered
into a Put/Call Agreement with the Sellers (the "Put/Call Agreement") providing
for certain rights with respect to the purchase by the Company and sale by the
Sellers of the Remaining Pura Vida Interests as described below.

Pursuant to the Interest Purchase Agreement, and subject to the terms and
conditions thereof, on the closing date, the Company will indirectly acquire the
Remaining Pura Vida Interests (the "Transaction") in exchange for cash
consideration consisting of (i) approximately $10 million payable at closing,
subject to certain adjustments. The Transaction is not subject to financing
conditions. The Company's existing available cash, cash equivalents, and
investments will fund the purchase price. Following completion of the
Transaction, the Company will indirectly own one hundred percent (100%) of the
ownership interests in Pura Vida. The Interest Purchase Agreement also includes
certain non-competition and customer, supplier and employee non-solicitation and
non-interference covenants from the Sellers in favor of the Company during the
four-year period beginning on the closing date of the Transaction.

The Interest Purchase Agreement provides that, as of the closing of the
Transaction, all rights and obligations of the Company and the Sellers under any
agreements among the parties, including the Put/Call Agreement, will be
terminated. Pursuant to the Put/Call Agreement, and subject to the terms and
conditions thereof, the Sellers have the right to sell all of the Remaining Pura
Vida Interests to the Company, and the Company has the right to purchase all of
the Remaining Pura Vida Interests from Sellers, in each case generally at any
time following the fifth anniversary of the closing date of the original
purchase transaction until the tenth anniversary thereof. The purchase price for
any Remaining Pura Vida Interests put to, or called by, the Company will be
determined based on the arithmetic average of a multiple of adjusted EBITDA of
Pura Vida and a multiple of adjusted EBITDA of the Company, as defined in the
Put/Call Agreement, over the twelve-month period ending on the last day of the
month immediately preceding the month in which an exercise notice is delivered
by a relevant party. The parties may exercise their put and call rights prior to
the fifth anniversary of the closing date in the event of a change in control of
the Company (as defined in the Put/Call Agreement) with respect to 25% or 50% of
the Remaining Pura Vida Interests depending upon the timing of the change in
control. In addition to owning, collectively, all of the outstanding stock of
the two entity Sellers, Mr. Thall and Mr. Griffin are officers and members of
the Board of Managers of Pura Vida. The Put/Call Agreement is being terminated
as part of the termination of the Company's relationship with the Sellers.

The Interest Purchase Agreement contains customary representations, warranties,
mutual releases, indemnities and covenants of the parties. The representations
and warranties contained in the Interest Purchase Agreement were made solely for
purposes of the Interest Purchase Agreement, were made solely for the benefit of
the parties to the Interest Purchase Agreement and may not have been intended to
be statements of fact but, rather, as a method of allocating risk and governing
the contractual rights and relationships among the parties to the Interest
Purchase Agreement. The assertions embodied in those representations and
warranties may be subject to important qualifications and limitations agreed to
by the parties in connection with negotiating their terms and may be subject to
a contractual standard of materiality that may be different from what may be
viewed as material to shareholders. For the foregoing reasons, the
representations and warranties contained in the Interest Purchase Agreement
should not be relied upon as factual information at the time they were made or
otherwise.

Each party's obligation to consummate the Transaction is subject to customary
conditions as set out in the Interest Purchase Agreement, including, among
others, (i) subject to certain exceptions, the accuracy of the representations
and warranties of the parties; (ii) performance in all material respects by each
of the parties of its obligations and satisfaction of its conditions; and (iii)
the entry into relevant ancillary documents, including termination of the
Employment Agreements with Mr. Thall and Mr. Goodman and a Release and Waiver
Agreement with them as well. The Transaction is expected to close January 30,
2023.

The foregoing summaries of the Interest Purchase Agreement and the Put/Call
Agreement do not purport to be complete and are qualified in its entirety by
reference to the full text of the Interest Purchase Agreement filed as Exhibit
10.1 to this Current Report on Form 8-K and the Put/Call Agreement filed as
Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the Quarter
Ended August 3, 2019 filed with the SEC on September 11, 2019.

Item 1.02 Termination of a Material Definitive Agreement.

The information in Item 1.01 regarding the termination of the Put/Call Agreement is incorporated by reference in response to this Item 1.02.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Daren Hull, Brand President, Vera Bradley; Beatrice Mac Cabe, Chief Creative Officer, Vera Bradley; and, Mary Beth Trypus, Chief Revenue Officer, Vera Bradley are no longer with the Company effective January 23, 2023.

Item 7.01 Regulation FD Disclosure.



On January 24, 2023, the Company issued a press release announcing the execution
of the Interest Purchase Agreement and leadership team changes, a copy of which
is attached to this Current Report on Form 8-K as Exhibit 99.1, and is
incorporated herein by reference. This information shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


  10.1    *               Interest Purchase Agreement dated January 23,

2023, among Vera Bradley

Holdings, LLC; Creative Genius Holdings, Inc.;

Creative Genius, Inc.; Griffin


                        Thall; and Paul Goodman
  99.1                    Press Release dated January 24, 2023
104                     Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Certain information has been excluded from this exhibit because it is not material and would likely
cause competitive harm to the registrant if publicly disclosed.

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