0000921895-11-000384 Sample Contracts

SECURITY AGREEMENT
Security Agreement • February 28th, 2011 • Jennifer Convertibles Inc • Retail-furniture stores • New York

This SECURITY AGREEMENT, (this “Security Agreement”) is dated as of February 22, 2011, by and among Jennifer Convertibles, Inc. and each of its subsidiaries undersigned below (each, a “Grantor” and collectively, the “Grantors”) and the Jennifer Convertibles Litigation Trust (the “Secured Party”) solely for the benefit of the Holders of Allowed General Unsecured Claims.

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STAND-ALONE STOCK OPTION AGREEMENT
Stand-Alone Stock Option Agreement • February 28th, 2011 • Jennifer Convertibles Inc • Retail-furniture stores • New York

THIS STAND-ALONE STOCK OPTION AGREEMENT (this “Agreement”) dated as of the 22nd day of February, 2011 by and between Jennifer Convertibles, Inc. (the “Company), having its principal place of business at 417 Crossways Park Drive, Woodbury, New York 11797 and Rami Abada (the “Optionee”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2011 • Jennifer Convertibles Inc • Retail-furniture stores • New York

This EMPLOYMENT AGREEMENT (the “Agreement”), dated as of February 22, 2011 (the “Effective Date”), by and between Jennifer Convertibles, Inc. (the “Company), having its principal place of business at 417 Crossways Park Drive, Woodbury, New York 11797 and Rami Abada (“Executive”, and the Company and the Executive collectively referred to herein as the “Parties”).

Litigation Trust Agreement and Declaration of Trust
Litigation Trust Agreement • February 28th, 2011 • Jennifer Convertibles Inc • Retail-furniture stores • New York

This litigation trust agreement and declaration of trust (the “Agreement”), dated as of February 22, 2011, is made by and among Jennifer Convertibles, Inc. and each of its direct and indirect subsidiaries (collectively, “Debtors”), Debtors and Debtors in possession, and KDW Restructuring & Liquidation Services LLC (“Trustee,” and together with the Debtors, “Parties”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2011 • Jennifer Convertibles Inc • Retail-furniture stores

AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) effective as of this 25th day of February, 2011, by and between Jennifer Convertibles, Inc. (the “Company”), with an address at 417 Crossways Park Drive, Woodbury, New York 11797, and Gebing (“Morris”) Zou (“Executive”).

SECURED EXIT CREDIT AGREEMENT, Dated as of February 22, 2011, among HAINING MENGNU GROUP CO., LTD., as Exit Credit Provider, and JENNIFER CONVERTIBLES, INC. AND ALL AFFILIATED ENTITIES, as Obligors
Secured Exit Credit Agreement • February 28th, 2011 • Jennifer Convertibles Inc • Retail-furniture stores

SECURED EXIT CREDIT AGREEMENT dated as of February 22, 2011 among JENNIFER CONVERTIBLES, INC. AND ALL ITS SUBSIDIARIES1 (collectively “Jennifer” or the “Obligors” or the “Debtors,”) and HAINING MENGNU GROUP CO., LTD. (“Mengnu” or the “Exit Credit Provider”). The parties shall be collectively referred to as Parties and individually as a Party.

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