Amendment No. 2 to Financing Agreement, dated November 10, 2017 and effective November 10, 2017, by and among Cherokee Inc., Irene Acquisition Company B.V., the guarantors from time to time party thereto, the lenders from time to time party thereto, Cerberus Business Finance, LLC, as Collateral Agent and Cerberus Business Finance, LLC, as Administrative Agent

1. Definitions.  All terms used herein that are defined in the Financing Agreement and not otherwise defined herein shall have the meanings assigned to them in the Financing Agreement.

2. Amendments.

(a) Section 1.01 of the Financing Agreement is hereby amended by:

(a) From the Amendment No. 2 Effective Date until the delivery of the financial statements and certificates described in clauses (b) and (c) below in respect of the fiscal quarter ending April 30, 2018 (the "Initial Applicable Margin Period"), the relevant Applicable Margin shall be set at Pricing Level 1 in the table below.

(b) After the Initial Applicable Margin Period, the relevant Applicable Margin shall be set at the respective level indicated below based upon the Leverage Ratio set forth opposite thereto, which ratio shall be calculated as of the end of the most recent fiscal quarter of the Parent and its Subsidiaries for which quarterly financial statements and a

(c) Subject to clause (d) below, the adjustment of the Applicable Margin (if any) will occur 2 Business Days after the date the Administrative Agent receives the quarterly financial statements and a certificate of an Authorized Officer of the Parent in accordance with Section 7.01(a)(ii) and Section 7.01(a)(iv).

(d) Notwithstanding the foregoing:

(i) the Applicable Margin shall be set at Pricing Level 1 in the table above if for any period, the Administrative Agent does not receive the financial statements and certificates described in clause (c) above, for the period commencing on the date such financial statements and certificate were required to be delivered through the date on which such financial statements and certificate are actually received by the Administrative Agent and the Lenders; and

(ii) in the event that any financial statement or certificate described in clause (c) above is inaccurate (regardless of whether this Agreement or any Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any fiscal period, then the Applicable Margin for such fiscal period shall be adjusted retroactively (to the effective date of the determination of the Applicable Margin that was based upon the delivery of such inaccurate financial statement or certificate) to reflect the correct Applicable Margin, and the Borrowers shall promptly make payments to the Agents and the Lenders to reflect such adjustment.

(c) Section 2.01(b)(ii) is amended and restated in its entirety as follows:

(e) Section 2.05(a)(ii) is amended and restated in its entirety as follows:

(ii) Term Loan.  The Tranche A Total Term Loan Commitment terminated at 5:00 p.m. (New York City time) on the Effective Date.  The Additional Tranche A Term Loan Commitment shall terminate at 5:00 p.m. (New York City time) on the Amendment No. 2 Effective Date.

(f) Section 2.05(c)(ii) is amended and restated in its entirety as follows:

(g) Immediately upon any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (i), (j), (k), (l), (m), (n), (o) (with respect to such clause (o) only, to the extent such Disposition occurs within 315 days following the Effective Date) of the definition of Permitted Disposition) or (q) by any Loan Party or its Subsidiaries, the Borrowers shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Disposition to the extent that the aggregate amount of Net Cash Proceeds received by all Loan Parties and their Subsidiaries (and not paid to the Administrative Agent as a prepayment of the Loans) shall exceed for all such Dispositions $250,000 in any Fiscal Year. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Subsidiaries to make a Disposition of any property other than in accordance with Section 7.02(c)(ii).

(h) Section 2.05(c)(iv) is amended and restated in its entirety as follows:

(i) Section 6.01(s) is amended and restated by adding the following sentence at the end of such Section:

(j) Section 7.01 is amended by deleting clause (q) thereto in its entirety.

(k) Section 7.02(m)(ii) of the Financing Agreement is amended by amending and restating the proviso to subclause (C) thereof in its entirety as follows:

(l) Section 7.03(a) of the Financing Agreement is amended by amending and restating such Section in its entirety as follows:

(m) Section 7.03(b) of the Financing Agreement is amended by amending and restating such Section in its entirety as follows:

(n) Section 7.03 is amended by adding a new clause (c) thereto as follows:

(o) Section 7.03 of the Financing Agreement is amended by adding a new clause (d) thereto as follows:

(p) Section 9.01(c) of the Financing Agreement is amended by deleting the phrase "Section 7.01(q)," immediately following the reference to "Section 7.01(o)".

(q) Schedule 1.01(A‑1) is hereby added to the Financing Agreement in a form to be provided by the Agents to reflect the Additional Tranche A Term Loan Commitments (in an aggregate principal amount of $1,500,000) held by the respective Additional Tranche A Term Loan Lenders.

3. Waiver. Subject to the satisfaction of the conditions set forth in Section 4 and pursuant to Section 12.02 of the Financing Agreement, the Agents and the Lenders hereby waive any Default or Event of Default arising from the Loan Parties failure to comply with the covenants set forth in Section 7.03(a) and 7.03(b) of the Financing Agreement (prior to giving effect to this Amendment) for the periods ended on or prior to July 29, 2017.

4. Conditions to Effectiveness.  This Amendment shall become effective on the date upon which the following conditions are satisfied (the first date that occurs on or prior to December 8, 2017 on which each such condition is satisfied, the "Amendment Effective Date"):

(a) receipt by the Collateral Agent of (i) this Amendment, duly executed by the Loan Parties, each Agent and each Required Lender, a Notice of Borrowing, duly executed and delivered by the Borrowers with respect to the Additional Tranche Term Loan

(b) Parent shall have satisfied its obligations under the Side Letter that are required to be satisfied on or prior to December 8, 2017;

(c) Parent shall have paid (or cause to be paid) to the Administrative Agent (i) within three Business Days of the date hereof, all accrued and unpaid fees and expenses of Schulte Roth & Zabel LLP and of BDO USA, LLP that have been invoiced and (ii) all fees and expenses otherwise required to be paid hereunder and under the Financing Agreement and the other Loan Documents,  including all accrued and unpaid out-of-pocket expenses of counsel to the Administrative Agent in connection with the negotiation, preparation, execution, delivery, performance and administration of this Amendment, the Financing Agreement and the other Loan Documents on or prior to the Amendment No. 2 Effective Date;

(d) the Tranche A Term Loan Lenders shall have entered into one or more participation agreements with third party investors acceptable to the Tranche A Term Loan Lenders on terms and conditions acceptable to the Tranche A Term Loan Lenders, which participation agreements are in each case in form and substance acceptable to the Agents and which participation agreements have become effective in accordance with the terms and conditions thereof, pursuant to which the Tranche A Term Loan Lenders shall have received net cash proceeds of no less than $11,500,000 from the participation (on a pro rata basis among the Tranche A Term Loan Lenders) of the Tranche A Term Loans subject thereto; and

(e) the Agents shall have received satisfactory evidence that the Batra A/R Facility Loan shall have been repaid in full and terminated.

5. Representations and Warranties.  Each of the Loan Parties represents and warrants as follows:

(a) The execution, delivery and performance by such Loan Party of this Amendment have been duly authorized by all necessary action, and such Loan Party has all requisite power, authority and legal right to execute, deliver and perform this Amendment.

(b) This Amendment is a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with the terms thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity.

(c) The following statements are true and correct after giving effect to this Amendment:  (i) the representations and warranties contained in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Agent or any Lender pursuant hereto or thereto on or prior to the Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that are already qualified or modified as to "materiality" or "Material Adverse Effect" or words of similar import in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date, except to the extent that

6. Continued Effectiveness of the Financing Agreement and Other Loan Documents.  Each Loan Party hereby (a) acknowledges and consents to this Amendment, (b) confirms and agrees that the Financing Agreement and each other Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Amendment Effective Date all references in any such Loan Document to "the Financing Agreement," the "Agreement," "thereto," "thereof," "thereunder" or words of like import referring to the Financing Agreement shall mean the Financing Agreement as amended by this Amendment, and (c) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Collateral Agent for the benefit of the Agents and Lenders, or to grant to the Collateral Agent for the benefit of the Agents and Lenders a security interest in or Lien on, any Collateral as security for the Obligations or Guaranteed Obligations, as the case may be, of any Loan Party from time to time existing in respect of the Financing Agreement (as amended hereby) and the other Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects.  This Amendment does not and shall not affect any of the obligations of any Loan Party, other than as expressly provided herein, including, without limitation, the Borrowers’ obligation to repay the Loans in accordance with the terms of Financing Agreement, or the obligations of any other Loan Party under any Loan Document to which it is a party, all of which obligations shall remain in full force and effect.  Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agents or any Lender under the Financing Agreement or any other Loan Document, nor constitute a waiver of any provision of the Financing Agreement or any other Loan Document.

7. Release.  Each Loan Party hereby acknowledges and agrees that:  (a) neither it nor any of its Affiliates has any claim or cause of action against any Agent or any Lender (or any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) and (b) each Agent and each Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to the Loan Parties and their Affiliates under the Financing Agreement and the other Loan Documents that are required to have been performed on or prior to the date hereof.  Notwithstanding the foregoing, the Agents and the Lenders wish (and the Loan Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Agents’ and the Lenders’ rights, interests, security and/or remedies under the Financing Agreement and the other Loan Documents.  Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, each Loan Party (for itself and its Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the "Releasors") does hereby fully, finally, unconditionally and irrevocably release and forever discharge each Agent, each Lender and each of their respective Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively, the "Released Parties") from any and all debts, claims, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown,

8. Miscellaneous.

(a) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of this Amendment by facsimile or electronic mail shall be equally effective as delivery of an original executed counterpart of this Amendment.

(b) Section and paragraph headings herein are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

(c) This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

(d) Sections 12.10 and 12.11 of the Financing Agreement are hereby incorporated by reference into this Amendment, mutatis mutandis.

(e) The terms of this Amendment may be modified, waived or amended only by a writing by all the parties hereto or as otherwise permitted under Section 12.02 of the Financing Agreement.

(f) The Loan Parties hereby acknowledge and agree that this Amendment constitutes a "Loan Document" under the Financing Agreement.  Accordingly, it shall be an Event of Default under the Financing Agreement if (i) any representation or warranty made by the Loan Parties under or in connection with this Amendment shall have been incorrect in any material respect when made, or (ii) the Loan Parties shall fail to perform or observe any term, covenant or agreement contained in this Amendment.  Nothing contained in this Amendment shall prejudice or otherwise affect the Agent’s or any Lender’s rights to enforce the provisions contained herein upon the default by any Loan Party in the performance thereof.