0001171843-13-003836 Sample Contracts

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NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT pursuant to the TANDY BRANDS ACCESSORIES, INC. 2012 OMNIBUS PLAN
Restricted Stock Award Agreement • September 27th, 2013 • Tandy Brands Accessories Inc • Apparel & other finishd prods of fabrics & similar matl

This NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT is made as of this ____ day of _____, 2013 (the "Date of Grant"), between Tandy Brands Accessories, Inc., a Delaware corporation (the "Company"), and ___________, a non-employee member of the Board of Directors of the Company ("Director"). Capitalized terms used in this Agreement shall have the meaning ascribed under the Tandy Brands Accessories, Inc. 2012 Omnibus Plan (the "Plan") unless expressly provided herein.

EIGHTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • September 27th, 2013 • Tandy Brands Accessories Inc • Apparel & other finishd prods of fabrics & similar matl • Texas

THIS EIGHTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) executed as of May 30, 2013, is by and among Tandy Brands Accessories, Inc., a Delaware corporation (“Parent”), H.A. Sheldon Canada Ltd., an Ontario corporation (“HA Sheldon”; Parent and HA Sheldon are herein collectively called “Company”), Wells Fargo Bank, National Association (“Wells Fargo”), acting through its Wells Fargo Business Credit operating division, and TBAC Investment Trust, a Pennsylvania business trust, and TBAC-TOREL, Inc., a Delaware corporation, consenting to this Amendment and ratifying their respective Guaranties (as defined in the Credit Agreement) each dated of even date with the Credit Agreement (defined below).

NINTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT
Credit And • September 27th, 2013 • Tandy Brands Accessories Inc • Apparel & other finishd prods of fabrics & similar matl • Texas

THIS NINTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) executed as of June 28, 2013, is by and among Tandy Brands Accessories, Inc., a Delaware corporation (“Parent”), H.A. Sheldon Canada Ltd., an Ontario corporation (“HA Sheldon”; Parent and HA Sheldon are herein collectively called “Company”), Wells Fargo Bank, National Association (“Wells Fargo”), acting through its Wells Fargo Business Credit operating division, and TBAC Investment Trust, a Pennsylvania business trust, and TBAC-TOREL, Inc., a Delaware corporation, consenting to this Amendment and ratifying their respective Guaranties (as defined in the Credit Agreement) each dated of even date with the Credit Agreement (defined below).

MASTER AGREEMENT
Master Agreement • September 27th, 2013 • Tandy Brands Accessories Inc • Apparel & other finishd prods of fabrics & similar matl • Texas

This Master Agreement dated as of July 24, 2013, is by and between TANDY BRANDS ACCESSORIES, INC., a Delaware corporation (the "Manager"), and EPK Financial Corporation, a Texas corporation ("EPK").

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • September 27th, 2013 • Tandy Brands Accessories Inc • Apparel & other finishd prods of fabrics & similar matl • New York

This Amendment No. 1 to Credit Agreement (this “Agreement”) is dated as of September 26, 2013, between TANDY BRANDS ACCESSORIES, INC., a Delaware corporation (“Borrower”), the Persons named on Schedule 1.01 to the Credit Agreement (defined below)(collectively, the “Guarantors”), each Lender (as defined in the Credit Agreement) from time to time party to the Credit Agreement, and SALUS CAPITAL PARTNERS, LLC, a Delaware limited liability company, as a lender, Administrative Agent and Collateral Agent (“Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Loan Documents (defined below).

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