0000902664-14-003733 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 3rd, 2014 • Clinton Group Inc • Retail-women's clothing stores • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 3, 2014, by and among B. Riley & Co., LLC (“B. Riley”), the Purchasers listed on Exhibit A hereto (the “Other Purchasers” and, together with B. Riley, the “Purchasers”), and The Wet Seal, Inc., a Delaware corporation (the “Company”).

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REGISTRATION RIGHTS AGREEMENT by and among THE WET SEAL, INC. AND THE HOLDERS SIGNATORY HERETO Dated as of September 3, 2014 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 3rd, 2014 • Clinton Group Inc • Retail-women's clothing stores • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 3, 2014, among those parties signatories hereto who purchased shares of Common Stock pursuant to the Securities Purchase Agreement dated September 3, 2014 (the “Holders”) and The Wet Seal, Inc., a Delaware corporation (the “Company”).

The Purchaser Listed on the Signature Page Below
Clinton Group Inc • September 3rd, 2014 • Retail-women's clothing stores

This letter agreement is entered into to set forth the parties’ understanding concerning certain matters in connection with the Transaction, and in consideration therefor, the undersigned Purchaser represents and warrants to the Company as of the date hereof, as follows:

WET SEAL, INC.
Clinton Group Inc • September 3rd, 2014 • Retail-women's clothing stores • New York

Reference is made to that certain Securities Purchase Agreement, dated as of September 3, 2014, by and among The Wet Seal, Inc. (the “Company”), Clinton Group, Inc. (“Clinton”), and certain other purchasers party thereto (the “Purchase Agreement”).

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