0001104659-13-007763 Sample Contracts

AMENDMENT NO. 2 TO RESTATED LICENSE AGREEMENT
License Agreement • February 6th, 2013 • Cherokee Inc • Women's, misses', and juniors outerwear

THIS AMENDMENT NO. 2 to the Restated License Agreement (this “Amendment”), is dated January 29, 2013 between Cherokee Inc., (“Licensor”), and TARGET GENERAL MERCHANDISE, INC. (“TGMI”), with reference to the following facts:

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 6th, 2013 • Cherokee Inc • Women's, misses', and juniors outerwear

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 31, 2013 (the “Effective Date”), is entered into by and between Strategic Partners, Inc. aka Strategic Partners, a California corporation (“Seller”), and Cherokee Inc., a Delaware corporation (“Buyer”). Seller and Buyer shall be referred to from time to time singly as a “Party” and jointly as the “Parties”.

FIRST AMENDMENT TO TERM NOTE
Term Note • February 6th, 2013 • Cherokee Inc • Women's, misses', and juniors outerwear • California

THIS FIRST AMENDMENT TO TERM NOTE (this “Amendment”) dated as of January 31, 2013, is by and between Cherokee Inc., a Delaware corporation (the “Borrower”), and JP Morgan Chase Bank N.A. (the “Lender”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 6th, 2013 • Cherokee Inc • Women's, misses', and juniors outerwear • California

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of January 31, 2013, is by and between Cherokee Inc., a Delaware corporation (the “Borrower”), and JP Morgan Chase Bank N.A. (the “Lender”).

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