Consulting Agreement, dated April 18, 2017, by and among bebe stores, inc., Great American Group, LLC and Tiger Capital Group, LLC

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Consultant and Merchant hereby agrees as follows:

Section 1. Appointment of Consultant

Effective as of the date hereof, Merchant hereby appoints the Consultant, and the Consultant hereby agrees to serve, as Merchant's exclusive independent consultant in connection with the conduct of the Sale on the terms and conditions of this Agreement. Subject to any limitations, restrictions or prohibitions, imposed under the applicable leases for the Stores and/or applicable state or local laws or regulations, Consultant shall be authorized to advertise the Sale as a "store closing", "sale on everything", "everything must go" or similar-themed sale.

Section 2. Merchandise

Section 3. Sale Term

For each Store, the Sale shall commence on April 20, 2017 (the "Sale Commencement Date"), and shall conclude no later than May 28, 20 I 7 (the "Sale Tennination Date"); provided, however, that the Parties may mutually agree in writing to extend or terminate the Sale at any Store prior to the Sale Termination Date (it being understood that, if the timing set forth herein changes, Merchant and

Section 5. The Sale

All sales of Merchandise shall be made on behalf of Merchant. Consultant does not have, nor shall it have, any right, title or interest in the Merchandise. All sales of Merchandise shall be by cash, gift card, gift certificate, merchandise credit, or credit card and, at Merchant's discretion, by check or otherwise in accordance with Merchant's policies, and shall be "final" with no returns accepted or allowed, unless otherwise directed by Merchant.

Section 6. Consultant's Fee and Expenses in Connection with the Sale

In consideration of its services rendered hereunder with respect to the Stores, Consultant shall be paid a fee equal to five hundred fifty thousand dollars ($550,000) (the "Consultant's Fee").

Merchant shall be responsible for all expenses of the Sale, including without limitation all Store-level and DC-level operating expenses. To control expenses of the Sale, Merchant and Consultant have estabJishedan aggregate budget for the Sale at the Stores (the "Expense Budget"), a copy of which is attached as Exhibit C, which the Consultant shall not exceed in the aggregate absent Merchant's written consent. The Expense Budget may only be modified by mutual agreement of Consultant and Merchant. The costs of supervision set forth on Exhibits C include, among other things, industry standard deferred compensation.

All accounting matters (including, without limitation, ten percent (10%) of the Consultant's Fee, and Consultant incurred expenses per the Expense Budget that are reimbursable or payable to Consultant) shall be reconciled on every Wednesday for the prior week and shall be paid within seven (7) days after each such weekly reconciliation. The Parties shall complete a final reconciliation and settlement of all amounts payable to Consultant and contemplated by this Agreement (including, without limitation, Expense Budget items, and fees earned hereunder) no later than ten (10) days following the Sale Termination Date for the last Store (the "Final Reconciliation").

Section 7. Indemnification

Consultant shall indemnify, defend and hold Merchant and its consultants, members, managers, partners, officers, directors, employees, attorneys, advisors, representatives, lenders, potential co• investors, principals, and affiliates (other than the Consultant or the Consultant Indemnified Parties) (collectively, "Merchant Indemnified Parties") harmless from and against all liabilities, claims, demands, damages, costs and expenses (including reasonable attorneys' fees) arising from or related to (a) the willful or grossly negligent acts or omissions of Consultant or the Consultant Indemnified Parties; (b) the breach of any provision of, or the failure to perform any obligation under, this Agreement by Consultant; (c) any liability or other claims made by Consultant's Indemnified Parties or any other person (excluding Merchant Indemnified Parties) against a Merchant Indemnified Party arising out of or related to Consultant's conduct of the Sale, except claims arising from Merchant's gross negligence, willful misconduct, or unlawful behavior; (d) any harassment, discrimination or violation of any laws or regulations or any other unlawful, tortuous or otherwise actionable treatment of Merchant Indemnified Parties, or Merchant's customers by Consultant or any of the Consultant Indemnified Parties and (e) any claims made by any party engaged by Consultant as an employee, agent, representative or independent contractor arising out of such engagement.

Section 8. Insurance

Merchant shall maintain throughout the Sale Term, liability insurance policies (including, without limitation, products liability (to the extent currently provided), comprehensive public liability insurance and auto liability insurance) covering injuries to persons and property in or in connection with the Stores, and shall cause Consultant to be named an additional insured with respect to all such policies. At Consultant's request, Merchant shall provide Consultant with a certificate or certificates evidencing the insurance coverage required hereunder and that Consultant is an additional insured thereunder. In addition, Merchant shall maintain throughout the Sale Tenn, in such amounts as it currently has in effect, workers compensation insurance in compliance with all statutory requirements.

Section 10. Furniture, Fixtures and Equipment

Consultant shall sell the Owned FF&E in the Stores from the Stores themselves. Merchant shall be responsible for all reasonable costs and expenses incurred by Consultant in connection with the sale of Owned FF&E, which costs and expenses shall be incurred pursuant to a budget or budgets to be established from time to time by mutual agreement of the Parties. Consultant shall have the right to abandon at the Stores and the DC any unsold Owned FF&E without any cost or liability of any kind to Consultant.

In consideration for providing the services set forth in this Section 10, Consultant shall be entitled to a commission from the sale of the Owned FF&E equal to fifteen percent (15%) of the gross proceeds of the sale of the Owned FF&E (the "FF&E").

Merchant shall remit to Consultant the Owned FF&E Fee within seven (7) days after each such weekly reconciliation.

Section 11. Termination

The following shall constitute "Termination Events" hereunder:

If a Termination Event occurs, the non-defaulting Party (in the case of an event of default) or either Party (if the Sale is otherwise terminated or materially interrupted or impaired) may, in its discretion, elect to terminate this Agreement by providing seven (7) business days' written notice thereof to the other Party and, in the case of an event of default, in addition to terminating this Agreement, pursue any and all rights and remedies and damages resulting from such default. If this Agreement is terminated, Merchant shall be obligated to pay Consultant all amounts due under this Agreement through and including the termination date.

Section 12. Notices

Section 13. Independent Consultant

Consultant's relationship to Merchant is that of an independent contractor without the capacity to bind Merchant in any respect. No employer/employee, principal/agent, joint venture or other such relationship is created by this Agreement. Merchant shall have no control over the hours that Consultant or its employees or assistants or the Supervisors work or the means or manner in which the services that will be provided are performed and Consultant is not authorized to enter into any contracts or agreements on behalf of Merchant or to otherwise create any obligations of Merchant to third parties, unless authorized in writing to do so by Merchant.

Section 14. Non-Assignment

Neither this Agreement nor any of the rights hereunder may be transferred or assigned by either Party without the prior written consent of the other Party. No modification, amendment or waiver of any of the provisions contained in this Agreement, or any future representation, promise or condition in connection with the subject matter of this Agreement, shall be binding upon any Party to this Agreement unless made in writing and signed by a duly authorized representative or agent of such Party. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, legal representatives, successors and permitted assigns.

Section 15. Severability

Section 16. Governing Law and Jun Waiver

This Agreement, and its validity, construction and effect, shall be governed by and enforced in accordance with the internal laws of the State of California (without reference to the conflicts oflaws provisions therein). Merchant and Consultant waive their respective rights to trial by jury of any cause of action, claim, counterclaim or cross-complaint in any action, proceeding and/or hearing

brought by either Consultant against Merchant or Merchant against Consultant on any matter whatsoever arising out of, or in any way connected with, this Agreement, the relationship between Merchant and Consultant, any claim of injury or damage or the enforcement of any remedy under any law, statute or regulation, emergency or otherwise, now or hereafter in effect.

Section 17. Entire Agreement

This Agreement may be executed simultaneously in counterparts (including by means of electronic mail, facsimile or portable document format (pdf) signature pages), any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same instrument. This Agreement, and any amendments hereto, to the extent signed and delivered by means of electronic mail, a facsimile machine or electronic transmission in portable document format (pdf), shall be treated in all manner and respects as an original thereof and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person.

Section 19. Bankruptcy; Jurisdiction; Venue

In the event of a bankruptcy proceeding is commenced by or against the Merchant, Merchant shall immediately file a motion seeking expedited entry of an interim order (the "Interim Approval Order") and a final order (the "Final Approval Order"), in each case by the applicable United States bankruptcy court (the "Bankruptcy Court") under section 327, 328 and 365 of the Bankruptcy Code, in form and substance reasonably acceptable to Consultant, authorizing the Merchant's assumption of and approving of this Agreement. The Merchant shall use the Merchant's best efforts to ensure that the Interim Approval Order and the Final Approval Order shall be entered and specifically provide, among other things, that: (i) Consultant is being retained pursuant to sections 327 and 328 of title 11, United States Code (the "Bankruptcy Code") by the Merchant; (ii) the payment of all fees and reimbursement of expenses hereunder to Consultant is approved under section 328(a) of the Bankruptcy Code without further order of the Bankruptcy Court and shall be free and clear of all liens, claims and encumbrances; (iii) all such payments of fees and reimbursement of expenses shall be made on a weekly basis without further order of the Bankruptcy Court and in accordance with this Agreement; (iv) Consultant is not required to maintain time records or file interim or final fee applications;(v) the transaction contemplated hereby is approved and this Agreement is assumed; (vi) the Sale is authorized without the necessity of Consultant or Merchant complying with state and local rules, Jaws, ordinances and regulations, including, without limitation, permitting and licensing requirements, that would otherwise govern the Sale; (vii) the Sale is authorized notwithstanding restrictions in leases, reciprocal easement agreements or other contracts that purport to restrict the Sale or the necessity of obtaining any third party consents; and (viii) Merchant and Consultant are authorized to take all further actions as are necessary or appropriate to carry out the terms and conditions of this Agreement. Following the commencement of bankruptcy proceedings by or against

the Merchant, any legal action, suit or proceeding arising in connection with this Agreement shall be submitted to the exclusive jurisdiction of the Bankruptcy Court and each Party hereby waives any defenses or objections based on lack of jurisdiction, improper venue or forum non conveniens.

IN WITNESS WHEREOF, the Consultant and the Merchant hereby execute this Agreement by their duly authorized representatives as a sealed instrument as of the day and year first written above.