VINCE HOLDING CORP. Contracts & Agreements

Confidential Severance Agreement and Release (Filed With SEC on June 18, 2024)

Amendment No. 1 to License Agreement, dated as of July 25, 2023 (Filed With SEC on May 2, 2024)

Amendment No. 2 to License Agreement, dated as of February 21, 2024 (Filed With SEC on May 2, 2024)

Employment Offer Letter, dated January 17, 2023, by and between Vince, LLC and Amy Levy Trooskin (Filed With SEC on May 2, 2024)

Updated Terms to Employment, dated March 14, 2023, by and between Vince, LLC and Amy Levy Trooskin (Filed With SEC on May 2, 2024)

General Release Agreement, dated June 16, 2023, by and between Vince, LLC and Amy Levy Trooskin (Filed With SEC on May 2, 2024)

Employment Offer Letter, dated November 6, 2023, by and between Vince, LLC and John Szczepanski (Filed With SEC on May 2, 2024)

Vince Holding Corp. 2013 Amended and Restated Omnibus Incentive Plan (Filed With SEC on December 7, 2023)

Contractor Services Agreement, dated as of June 16, 2023, by and between the Company and Michael Hand (Filed With SEC on September 15, 2023)

Sales Agreement, dated as of June 30, 2023, between the Company and Virtu Americas LLC (Filed With SEC on June 30, 2023)

Intellectual Property Purchase Agreement, dated as of April 21, 2023, by and among ABG-Viking, LLC as Buyer, Vince, LLC as Seller, solely for purposes of Sections 6.10, 6.13,... (Filed With SEC on April 24, 2023)

First Amendment to Credit Agreement, dated as of September 30, 2022, by and among Vince, LLC as the borrower, the guarantors named therein, PLC Agent, LLC, as agent, and the other... (Filed With SEC on December 13, 2022)

First Amendment to Amended and Restated Credit Agreement, dated as of September 30, 2022, by and among Vince, LLC as the borrower, the guarantors named therein, Citizens Bank,... (Filed With SEC on December 13, 2022)

Second Amendment to Credit Agreement, dated as of September 30, 2022, by and among Vince, LLC as the borrower, SK Financial Services, LLC, as agent, and the other lenders from... (Filed With SEC on December 13, 2022)

Amendment No. 3 to Employment Offer Letter, dated March 1, 2021, by and between Vince, LLC and Marie Fogel (Filed With SEC on April 30, 2021)

Fifth Amendment to 2018 Revolving Credit Facility Credit Agreement, dated December 11, 2020 (Filed With SEC on April 30, 2021)

Fifth Amendment to 2018 Term Loan Facility Credit Agreement, dated December 11, 2020 (Filed With SEC on April 30, 2021)

Amendment No.1 to Employment Offer Letter, dated March 1, 2021, by and between Vince, LLC and Lee Meiner (Filed With SEC on April 30, 2021)

Limited Waiver and Amendment, dated March 30, 2020, to Credit Agreement, dated August 21, 2018, as amended, by and between Vince, LLC, as the borrower, the guarantors named... (Filed With SEC on July 31, 2020)

Description of Vince Holding Corp.s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Filed With SEC on June 11, 2020)

Joinder, Confirmation, Ratification, Commitment Increase and Amendment to Credit Agreement and Related Documents, dated as of November 4, 2019, by and among Vince, LLC, as the... (Filed With SEC on June 11, 2020)

Employment Offer Letter, dated May 23, 2019, by and between Vince, LLC and Lee Meiner (Filed With SEC on June 11, 2020)

First Amendment to Credit Agreement, dated August 21, 2018, as amended, by and between Vince, LLC, as the borrower, the guarantors named therein, Citizens Bank N.A., as... (Filed With SEC on December 12, 2019)

First Amendment to Credit Agreement, dated August 21, 2018, as amended, by and between Vince, LLC, as the borrower, the guarantors named therein, Crystal Financial, LLC, as... (Filed With SEC on December 12, 2019)

Second Amendment to Credit Facility Agreement, dated August 21, 2018, as amended, by and between Vince, LLC, as the borrower, the guarantors named therein, Citizens Bank N.A., as... (Filed With SEC on November 5, 2019)

Equity Purchase Agreement, dated November 4, 2019 and effective November 3, 2019, by and between Vince, LLC and Contemporary Lifestyle Group, LLC (Filed With SEC on November 5, 2019)

Employment Offer Letter, dated as of January 10, 2017, between Vince, LLC and Marie Fogel (Filed With SEC on April 12, 2019)

Amendment No. 1 to Employment Offer Letter, dated as of July 11, 2017, between Vince, LLC and Marie Fogel (Filed With SEC on April 12, 2019)

Form of Restricted Stock Unit Agreement with respect to RSUs granted to Brendan Hoffman and David Stefko on May 25, 2018 (Filed With SEC on April 12, 2019)

Form of Restricted Stock Unit Agreement with respect to RSUs granted pursuant to the Companys annual long-term incentive program (Filed With SEC on April 12, 2019)

Form of Stock certificate (Filed With SEC on April 25, 2018)

Severance Agreement, dated as of August 30, 2017, between Vince, LLC and Katayone Adeli (Filed With SEC on December 7, 2017)

INVESTMENT AGREEMENT by and among VINCEHOLDING CORP., SUN CARDINAL, LLC, and SCSF CARDINAL, LLC Dated as of August 10, 2017 TABLE OF CONTENTS (Filed With SEC on August 10, 2017)

Vince Holding Corp. Incorporated under the laws of the State of Delaware NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE Evidencing Non-Transferable Subscription Rights to... (Filed With SEC on July 27, 2017)

VINCE HOLDING CORP. [FORM OF NOTICE TO STOCKHOLDERS WHO ARE RECORD HOLDERS] Up to Shares of Common Stock Issuable Upon Exercise of Non-TransferableRights (Filed With SEC on July 27, 2017)

VINCE HOLDING CORP. [FORM OF NOTICE TO STOCKHOLDERS WHO ARE ACTING AS NOMINEES] Up to Shares of Common Stock Issuable Upon Exercise ofNon-Transferable Rights (Filed With SEC on July 27, 2017)

[FORM OF NOTICE TO BENEFICIAL STOCKHOLDERS OF COMMON STOCK] VINCE HOLDING CORP. NOTICE TO CLIENTS OF STOCKHOLDERS WHO ARE ACTING AS NOMINEES Up to Shares of Common Stock Issuable... (Filed With SEC on July 27, 2017)

[FORM OF NOTICE OF GUARANTEED DELIVERY] VINCE HOLDING CORP. NOTICE OF GUARANTEED DELIVERY RELATING TO SHARES SUBSCRIBED FOR PURSUANT TO THE SUBSCRIPTION RIGHT AND... (Filed With SEC on July 27, 2017)

BENEFICIAL OWNER ELECTION FORM (Filed With SEC on July 27, 2017)

[FORM OF NOMINEE HOLDER ELECTION FORM] (Filed With SEC on July 27, 2017)

AGREEMENT (Filed With SEC on July 14, 2017)

WAIVER, CONSENT, AND FIRST AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on July 5, 2017)

[remainder of page intentionally left blank] (Filed With SEC on July 5, 2017)

SECOND AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on July 5, 2017)

Loan Authorization Agreement Dated: June 22, 2017 (Filed With SEC on July 5, 2017)

Guaranty Date: June 22, 2017 (Filed With SEC on July 5, 2017)

LETTER AGREEMENT (Filed With SEC on July 5, 2017)

[remainder of page intentionally left blank] (Filed With SEC on June 8, 2017)

8055726v5 (Filed With SEC on June 8, 2017)

SUN CAPITAL PARTNERS V, L.P. 5200 Town Center Circle Suite 600 Boca Raton, FL 33486 May 18, 2017 (Filed With SEC on May 19, 2017)

Amendment No. 1 to Offer Letter (Filed With SEC on December 8, 2016)

VINCE EMPLOYMENT AGREEMENT (Filed With SEC on June 8, 2016)

CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL RELEASE (Filed With SEC on June 8, 2016)

ADDENDUM (Filed With SEC on April 14, 2016)

VINCE, LLC CONSULTING SERVICES AGREEMENT (Filed With SEC on April 14, 2016)

SUN CAPITAL PARTNERS V, L.P. 5200 Town Center Circle Suite 600 Boca Raton, FL 33486 December 9, 2015 (Filed With SEC on April 14, 2016)

INVESTMENTAGREEMENT by and among VINCE HOLDING CORP., SUN CARDINAL, LLC, and SCSF CARDINAL, LLC Dated as of March 15, 2016 TABLE OF CONTENTS (Filed With SEC on March 16, 2016)

VINCE, LLC EMPLOYMENT AGREEMENT (Filed With SEC on December 10, 2015)

TRANSITION SERVICES AND SEPARATION AGREEMENT (Filed With SEC on December 10, 2015)

CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL RELEASE (Filed With SEC on December 10, 2015)

SEVERANCE AGREEMENT AND GENERAL RELEASE (Filed With SEC on December 10, 2015)

6552266v3 FIRST AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on September 8, 2015)

Vince Holding Corp. Common Stock, par value $0.01 per share Underwriting Agreement (Filed With SEC on June 23, 2014)

SECOND SUPPLEMENTAL INDENTURE (Filed With SEC on June 23, 2014)

EMPLOYMENT AGREEMENT (Filed With SEC on April 4, 2014)

Vince, LLC 1441 Broadway,6th Floor New York, NY 10018 (Filed With SEC on April 4, 2014)

ASSIGNMENT AND ASSUMPTION AGREEMENT (Filed With SEC on April 4, 2014)

SHARED SERVICES AGREEMENT by andbetween KELLWOOD COMPANY, LLC and VINCE, LLC Dated as of November 27, 2013 TABLE OF CONTENTS (Filed With SEC on November 27, 2013)

TAX RECEIVABLE AGREEMENT by andbetween APPAREL HOLDING CORP. (F/K/A KELLWOOD HOLDING CORP.), THE STOCKHOLDERS and THE STOCKHOLDER REPRESENTATIVE Dated as of November 27, 2013... (Filed With SEC on November 27, 2013)

CONSULTING AGREEMENT (Filed With SEC on November 27, 2013)

CREDIT AGREEMENT Dated asof November 27, 2013 among Vince, LLC, as theBorrower, The Guarantors Named Herein, BANK OF AMERICA, N.A., asAgent and The Other LendersParty Hereto... (Filed With SEC on November 27, 2013)

$175,000,000 CREDIT AGREEMENT among VINCE, LLC and VINCE INTERMEDIATE HOLDING,LLC, as Borrowers, VINCEHOLDING CORP., as a Guarantor The Several Lenders from Time to Time Parties... (Filed With SEC on November 27, 2013)

INDEMNIFICATION AGREEMENT (Filed With SEC on November 27, 2013)

SECOND AMENDMENT TO GRANT AGREEMENT (Filed With SEC on November 27, 2013)

FIRST AMENDMENT TO GRANT AGREEMENT (Filed With SEC on November 27, 2013)

NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE VINCEHOLDING CORP. 2013 OMNIBUS INCENTIVE PLAN * * * * * (Filed With SEC on November 27, 2013)

RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE VINCEHOLDING CORP. 2013 OMNIBUS INCENTIVE PLAN * * * * * (Filed With SEC on November 27, 2013)

Apparel Holding Corp. Common Stock, par value $0.01 per share Underwriting Agreement (Filed With SEC on November 12, 2013)

TRANSFER AGREEMENT (Filed With SEC on November 12, 2013)

$175,000,000 CREDIT AGREEMENT among VINCE, LLC and VINCE INTERMEDIATE HOLDING,LLC, as Borrowers, VINCEHOLDING CORP., as a Guarantor The Several Lenders from Time to Time Parties... (Filed With SEC on November 12, 2013)

CREDIT AGREEMENT Dated asof [ ], 2013 among Vince, LLC, as theBorrower, The Guarantors Named Herein, BANK OF AMERICA, N.A. as Agent and The OtherLenders Party Hereto MERRILL... (Filed With SEC on November 12, 2013)

VINCE HOLDING CORP. 2013 OMNIBUSINCENTIVE PLAN ARTICLE I PURPOSE (Filed With SEC on November 12, 2013)

VINCE HOLDING CORP. 2013 EMPLOYEE STOCK PURCHASE PLAN Article I Purpose andScope of the Plan (Filed With SEC on November 12, 2013)

TAX RECEIVABLE AGREEMENT by andbetween APPAREL HOLDING CORP. (F/K/A KELLWOOD HOLDING CORP.), THE STOCKHOLDERS and THE STOCKHOLDER REPRESENTATIVE Dated as of [ ], 2013 TABLE OF... (Filed With SEC on October 31, 2013)

TRANSFER AGREEMENT (Filed With SEC on October 31, 2013)

CONSULTING AGREEMENT (Filed With SEC on October 31, 2013)

AMENDMENT NO. 1 TO CREDIT AGREEMENT (Filed With SEC on October 31, 2013)

Apparel Holding Corp. Common Stock, par value $0.01 per share Underwriting Agreement (Filed With SEC on October 10, 2013)

SHARED SERVICES AGREEMENT by andbetween KELLWOOD COMPANY, LLC and VINCE, LLC Dated as of [ ], 2013 TABLE OF CONTENTS (Filed With SEC on October 10, 2013)

TRANSFER AGREEMENT (Filed With SEC on October 10, 2013)

VINCE INTERMEDIATE HOLDING, LLC. PROMISSORY NOTE (Filed With SEC on October 10, 2013)

KELLWOOD HOLDING CORP. FIRST AMENDMENT TO BANK OF MONTREAL LOAN AUTHORIZATION AGREEMENT (Filed With SEC on October 10, 2013)

KELLWOOD HOLDING CORP. SECOND AMENDMENT TO BANK OF MONTREAL LOAN AUTHORIZATION AGREEMENT (Filed With SEC on October 10, 2013)

KELLWOOD HOLDING CORP. THIRD AMENDMENT TO BANK OF MONTREAL LOAN AUTHORIZATION AGREEMENT (Filed With SEC on October 10, 2013)

LOAN AUTHORIZATION AGREEMENT DATED: SEPTEMBER 9, 2011 (Filed With SEC on October 10, 2013)

AMENDMENT No. 4 TO LOAN AUTHORIZATION AGREEMENT (Filed With SEC on October 10, 2013)

AGREEMENT REGARDING AMENDMENT No. 4 TO LOAN AUTHORIZATION AGREEMENT (Filed With SEC on October 10, 2013)

SENIOR SUBORDINATED PROMISSORY NOTE (Filed With SEC on September 24, 2013)

AMENDMENT No. 1 TO SENIOR SUBORDINATED PROMISSORY NOTE (Filed With SEC on September 24, 2013)

AGREEMENT REGARDING AMENDMENT No. 1 TO SENIOR SUBORDINATED PROMISSORY NOTE (Filed With SEC on September 24, 2013)

SENIOR SUBORDINATED PROMISSORY NOTE (Filed With SEC on September 24, 2013)

AMENDMENT No. 1 TO SENIOR SUBORDINATED PROMISSORY NOTE (Filed With SEC on September 24, 2013)

AGREEMENT REGARDING AMENDMENT No. 1 TO SENIOR SUBORDINATED PROMISSORY NOTE (Filed With SEC on September 24, 2013)

BANK OF MONTREAL LOAN AUTHORIZATION AGREEMENT DATED: FEBRUARY 13, 2008 (Filed With SEC on September 24, 2013)

KELLWOOD HOLDING CORP. FIRST AMENDMENT TO BANK OF MONTREAL LOAN AUTHORIZATION AGREEMENT (Filed With SEC on September 24, 2013)

KELLWOOD HOLDING CORP. SECOND AMENDMENT TO BANK OF MONTREAL LOAN AUTHORIZATION AGREEMENT (Filed With SEC on September 24, 2013)

KELLWOOD HOLDING CORP. THIRD AMENDMENT TO BANK OF MONTREAL LOAN AUTHORIZATION AGREEMENT (Filed With SEC on September 24, 2013)

ASSIGNMENT AND ASSUMPTION April 9, 2009 (theEffective Date) (Filed With SEC on September 24, 2013)

LOAN AUTHORIZATION AGREEMENT DATED: SEPTEMBER 9, 2011 (Filed With SEC on September 24, 2013)

AMENDMENT No. 4 TO LOAN AUTHORIZATION AGREEMENT (Filed With SEC on September 24, 2013)

AGREEMENT REGARDING AMENDMENT No. 4 TO LOAN AUTHORIZATION AGREEMENT (Filed With SEC on September 24, 2013)

KELLWOOD COMPANY AND EACH OF ITS DOMESTIC SUBSIDIARIES PARTY HERETO, AS BORROWERS CREDIT AGREEMENT Dated as of October 19, 2011 $160,000,000 CERTAIN FINANCIAL INSTITUTIONS, as... (Filed With SEC on September 24, 2013)

AMENDMENT NO. 1 TO CREDIT AGREEMENT (Filed With SEC on September 24, 2013)

CONSENT AND AMENDMENT NO. 2 TO CREDIT AGREEMENT (Filed With SEC on September 24, 2013)

AMENDMENT NO. 3 TO CREDIT AGREEMENT (Filed With SEC on September 24, 2013)

CONSENT AND AMENDMENT NO. 4 TO CREDIT AGREEMENT (Filed With SEC on September 24, 2013)

KELLWOOD COMPANY and each of its Domestic Subsidiaries party hereto, as Borrowers AMENDED AND RESTATED TERM A LOANAGREEMENT Dated as of October 19, 2011 SCSF KELLWOOD FINANCE, LLC... (Filed With SEC on September 24, 2013)

KELLWOOD COMPANY and each of its Domestic Subsidiaries party hereto, as Borrowers SECOND AMENDED AND RESTATED TERM A LOAN AGREEMENT Dated as of April 20, 2012 SCSF... (Filed With SEC on September 24, 2013)

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED TERM A LOAN AGREEMENT (Filed With SEC on September 24, 2013)

CONSENT AND AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED TERM A LOANAGREEMENT (Filed With SEC on September 24, 2013)

AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED TERM A LOAN AGREEMENT (Filed With SEC on September 24, 2013)

KELLWOOD COMPANY and each of its Domestic Subsidiaries party hereto, as Borrowers FIFTH AMENDED AND RESTATED TERM LOAN AGREEMENT Dated as of June 28, 2013 Term B Loan:... (Filed With SEC on September 24, 2013)

KELLWOOD COMPANY and each of its Domestic Subsidiaries party hereto, as Borrowers TERM LOAN AGREEMENT Dated as of October 19, 2011 Term A Loan: $47,900,000.00 Term B Loan:... (Filed With SEC on September 24, 2013)

CONSENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT (Filed With SEC on September 24, 2013)

AMENDMENT NO. 2 TO CREDIT AGREEMENT (Filed With SEC on September 24, 2013)

CONSENT AND AMENDMENT NO. 3 TO TERM LOAN AGREEMENT (Filed With SEC on September 24, 2013)

MODIFICATION TO CONSENT AND AMENDMENT NO. 4 TO TERM LOAN AGREEMENT (Filed With SEC on September 24, 2013)

AMENDMENT NO. 5 TO CREDIT AGREEMENT (Filed With SEC on September 24, 2013)

KELLWOOD COMPANY AND THE GUARANTORS NAMED HEREIN $120,590,000 12 7/8% SECOND-PRIORITY SENIOR SECURED PIK NOTES DUE 2014 INDENTURE Datedas of July 23, 2009 Wells Fargo Bank,... (Filed With SEC on September 24, 2013)

KELLWOOD COMPANY, ISSUER INDENTURE DATEDAS OF SEPTEMBER 30, 1997 THE CHASE MANHATTAN BANK, TRUSTEE PROVIDING FOR THE ISSUANCE OF SENIOR DEBT SECURITIES IN SERIES TABLE OF CONTENTS (Filed With SEC on September 24, 2013)

KELLWOOD COMPANY TO UNION BANKOF CALIFORNIA, N.A. as Trustee INDENTURE Dated as of June 22, 2004 3.50%Convertible Senior Debentures due 2034 CROSS-REFERENCE TABLE* (Filed With SEC on September 24, 2013)

JOINDER AGREEMENT (Filed With SEC on September 24, 2013)

FOURTH SUPPLEMENTAL INDENTURE (Filed With SEC on September 24, 2013)

Joinder to Term Loan Agreement (Filed With SEC on September 24, 2013)

Joinder to Loan Agreement (Filed With SEC on September 24, 2013)

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (Filed With SEC on September 24, 2013)

OPTIONEXTENSION AGREEMENT (Filed With SEC on September 24, 2013)

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VINCE HOLDING CORP. Contracts & Agreements