0001558370-15-002830 Sample Contracts

THIRD AMENDMENT TO TERM NOTE
Term Note • December 10th, 2015 • Cherokee Inc • Women's, misses', and juniors outerwear • California

THIS THIRD AMENDMENT TO TERM NOTE (this “Amendment”) dated as of October 13, 2015, is by and between Cherokee Inc., a Delaware corporation (the “Borrower”), and JPMorgan Chase Bank, N.A. (the “Bank”).

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SECOND AMENDMENT TO LINE OF CREDIT NOTE
Line of Credit Note • December 10th, 2015 • Cherokee Inc • Women's, misses', and juniors outerwear • California

THIS SECOND AMENDMENT TO LINE OF CREDIT NOTE (this “Amendment”) dated as of September 4, 2015, is by and between Cherokee Inc., a Delaware corporation (the “Borrower”), and JPMorgan Chase Bank, N.A. (the “Bank”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • December 10th, 2015 • Cherokee Inc • Women's, misses', and juniors outerwear • California

This Agreement and Plan of Merger (this “Agreement”), effective October 13, 2015 (the “Effective Date”), is made by and among FFS Holdings, LLC, a Delaware limited liability company (the “Company”), Darin Kraetsch, solely in his capacity as the Sellers’ Representative (“Sellers’ Representative”), Cherokee Inc., a Delaware corporation, or its designee (“Buyer”), and FFS Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Buyer (“Merger Sub”). Except as otherwise indicated, capitalized terms have the meanings set forth in ARTICLE VII.

THIRD AMENDMENT TO CREDIT AGREEMENT AND WAIVER
Credit Agreement and Waiver • December 10th, 2015 • Cherokee Inc • Women's, misses', and juniors outerwear • California

THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this “Amendment”) dated as of October 13, 2015 is by and between Cherokee Inc., a Delaware corporation (the “Borrower”), and JPMorgan Chase Bank, N.A. (the “Bank”).

FIRST AMENDMENT TO TERM NOTE B-1
Cherokee Inc • December 10th, 2015 • Women's, misses', and juniors outerwear • California

THIS FIRST AMENDMENT TO TERM NOTE B-1 (this “Amendment”) dated as of October 13, 2015, is by and between Cherokee Inc., a Delaware corporation (the “Borrower”), and JPMorgan Chase Bank, N.A. (the “Bank”).

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