SECOND AMENDMENT TO TERM NOTE B-1

SECOND AMENDMENT TO TERM NOTE B-1

THIS SECOND AMENDMENT TO TERM NOTE B-1 (this “Amendment”) dated as of May 27, 2016, is by and between Cherokee Inc., a Delaware corporation (the “Borrower”), and JPMorgan Chase Bank, N.A. (the “Bank”).

In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

W I T N E S S E T H:

WHEREAS, the Borrower has heretofore issued in favor of Bank that certain Term Note B-1 dated as of January 10, 2014 (as previously amended or otherwise modified, the “Term Note B-1”) in connection with “Facility B-1” under the Credit Agreement entered into between the Borrower and the Bank as of September 4, 2012 and as amended as of January 31, 2013, as of January 10, 2014 and as of October 13, 2015;

WHEREAS, the Borrower and the Bank have agreed to amend the maturity date of Facility B-1; and

WHEREAS, the parties desire to amend the Term Note B-1 to put such change into effect.

NOW, THEREFORE, in consideration of the agreements contained herein, the parties hereto agree as follows:

Principal payments.  The Borrower shall repay the principal amounts of this Note on a quarterly basis, commencing on February 28, 2014 and continuing on the last day of each February, May, August and November thereafter through November 30, 2018 and

on December 31, 2018, in equal principal installments of $950,000.00; provided, however, that the payment made on February 28, 2014 shall equal $633,333.33 and the payment made on December 31, 2018 shall equal $316,666.67; provided further that all remaining outstanding principal amounts shall be repaid on December 31, 2018.

The Borrower shall pay the Bank amounts sufficient (in the Bank's reasonable opinion) to compensate the Bank for any loss, cost, or expense incurred as a result of any payment of a LIBOR Rate Advance on a date other than the last day of the Interest Period for the Advance, including, without limitation, acceleration of the Advances by the Bank pursuant to this Note or the other Related Documents.

The Borrower shall make all payments on this Note and the other Related Documents, without setoff, deduction, or counterclaim, to the Bank at the Bank's address above or at such other place as the Bank may designate in writing. If any payment of principal or interest on this Note shall become due on a day that is not a Business Day, the payment will be made on the next succeeding Business Day. In addition, the Borrower will make those additional payments required by the Credit Agreement. Payments shall be allocated among principal, interest and fees at the discretion of the Bank unless otherwise agreed or required by applicable law. Acceptance by the Bank of any payment that is less than the payment due at that time shall not constitute a waiver of the Bank's right to receive payment in full at that time or any other time.

CONDITIONS

This Amendment shall become effective upon the first date on which each of the following conditions has been satisfied:

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first above written.