Exhibit 10.13









PURCHASE AGREEMENT

BY AND AMONG

CHARLOTTE RUSSE, INC.,

AND

FOREVER 21 RETAIL, INC.









DATED

June 29, 2006



---

TABLE OF CONTENTS



|   |  |                                                        |  |   
|-- |  | ------------------------------------------------------ |  | --
|1. |  | PURCHASE OF ASSETS                                     |  | 2 
|   |  |                                                       
|   |  | 1.1 Assets Purchased                                   |  | 2 
|   |  |                                                       
|   |  | 1.2 Purchase Price                                     |  | 3 
|   |  |                                                       
|   |  | 1.3 Excluded Assets                                    |  | 3 
|   |  |                                                       
|   |  | 1.4 Assumption of Liabilities                          |  | 3 
|   |  |                                                       
|   |  | 1.5 Retained Liabilities                               |  | 4 
|   |  |                                                       
|   |  | 1.6 Apportionments                                     |  | 4 
|   |  |                                                       
|   |  | 1.7 Payment of Apportionments                          |  | 5 
|   |  |                                                       
|   |  | 1.8 Sales and Transfer Taxes                           |  | 6 
|   |  |                                                       
|   |  | 1.9 Guarantee                                          |  | 6 
|   |  |                                                       
|   |  | 1.10 Escrow Agreement                                  |  | 6 
|   |  |                                                       
|   |  | 1.11 Certifications                                    |  | 6 
|   |  |                                                       
|2. |  | Effective Dates                                        |  | 6 
|   |  |                                                       
|   |  | 2.1 Effective Dates                                    |  | 6 
|   |  |                                                       
|   |  | 2.2 Effective Date Deliveries by the Company           |  | 7 
|   |  |                                                       
|   |  | 2.3 Effective Date Deliveries by Purchaser             |  | 9 
|   |  |                                                       
|3. |  | REPRESENTATIONS AND WARRANTIES OF THE COMPANY          |  | 10
|   |  |                                                       
|   |  | 3.1 Organization                                       |  | 10
|   |  |                                                       
|   |  | 3.2 Authority                                          |  | 10
|   |  |                                                       
|   |  | 3.3 No Conflict                                        |  | 10
|   |  |                                                       
|   |  | 3.4 Contracts and Commitments                          |  | 10
|   |  |                                                       
|   |  | 3.5 Title                                              |  | 10
|   |  |                                                       
|   |  | 3.6 Compliance with Laws and Court Orders              |  | 11
|   |  |                                                       
|   |  | 3.7 Required Consents, Licenses and Permits and Orders |  | 11



i



---

|   |  |                                                                              |  |   
|-- |  | ---------------------------------------------------------------------------- |  | --
|   |  | 3.8 Employee Matters                                                         |  | 11
|   |  |                                                                             
|   |  | 3.9 Labor Matters                                                            |  | 11
|   |  |                                                                             
|   |  | 3.10 Property                                                                |  | 11
|   |  |                                                                             
|   |  | 3.11 Obligations due under the Leases                                        |  | 12
|   |  |                                                                             
|   |  | 3.12 Absence of Litigation                                                   |  | 12
|   |  |                                                                             
|   |  | 3.13 FF&E                                                                    |  | 13
|   |  |                                                                             
|   |  | 3.14 Brokers                                                                 |  | 13
|   |  |                                                                             
|4. |  | REPRESENTATIONS AND WARRANTIES OF PURCHASER                                  |  | 13
|   |  |                                                                             
|   |  | 4.1 Organization                                                             |  | 13
|   |  |                                                                             
|   |  | 4.2 Authority                                                                |  | 13
|   |  |                                                                             
|   |  | 4.3 No Conflict                                                              |  | 13
|   |  |                                                                             
|   |  | 4.4 Absence of Litigation                                                    |  | 14
|   |  |                                                                             
|   |  | 4.5 No Brokers                                                               |  | 14
|   |  |                                                                             
|5. |  | COVENANTS                                                                    |  | 14
|   |  |                                                                             
|   |  | 5.1 Rampage Store Employees                                                  |  | 14
|   |  |                                                                             
|   |  | 5.2 Confidentiality                                                          |  | 14
|   |  |                                                                             
|   |  | 5.3 Press Release; Other Disclosure                                          |  | 15
|   |  |                                                                             
|   |  | 5.4 Further Action                                                           |  | 15
|   |  |                                                                             
|6. |  | [INTENTIONALLY OMITTED]                                                      |  | 15
|   |  |                                                                             
|7. |  | INDEMNIFICATION                                                              |  | 15
|   |  |                                                                             
|   |  | 7.1 Survival Of Representations And Covenants                                |  | 15
|   |  |                                                                             
|   |  | 7.2 Indemnification                                                          |  | 17
|   |  |                                                                             
|   |  | 7.3 Defense Of Third Party Claims                                            |  | 19
|   |  |                                                                             
|   |  | 7.4 Exercise Of Remedies By Indemnitees Other Than Parties To This Agreement |  | 21
|   |  |                                                                             
|8. |  | GENERAL PROVISIONS                                                           |  | 21



ii



---

| |  |                                                      |  |   
| |  | ---------------------------------------------------- |  | --
| |  | 8.1 Notices                                          |  | 21
| |  |                                                     
| |  | 8.2 Arbitration                                      |  | 21
| |  |                                                     
| |  | 8.3 Assignment; Binding Effect                       |  | 22
| |  |                                                     
| |  | 8.4 Entire Agreement                                 |  | 22
| |  |                                                     
| |  | 8.5 Expenses                                         |  | 22
| |  |                                                     
| |  | 8.6 Amendment                                        |  | 22
| |  |                                                     
| |  | 8.7 Governing Law                                    |  | 22
| |  |                                                     
| |  | 8.8 Counterparts                                     |  | 22
| |  |                                                     
| |  | 8.9 Specific Performance                             |  | 23
| |  |                                                     
| |  | 8.10 Headings                                        |  | 23
| |  |                                                     
| |  | 8.11 Interpretations                                 |  | 23
| |  |                                                     
| |  | 8.12 Waivers                                         |  | 23
| |  |                                                     
| |  | 8.13 Severability                                    |  | 24
| |  |                                                     
| |  | 8.14 WAIVER OF JURY TRIAL                            |  | 24
| |  |                                                     
| |  | 8.15 Remedies Not Cumulative; No Strict Construction |  | 24
| |  |                                                     
| |  | 8.16 Attorneys Fees                                 |  | 24



iii



---

PURCHASE AGREEMENT

This PURCHASE AGREEMENT (this Agreement) is dated June 29, 2006, (the Execution Date) by and among Charlotte Russe, Inc., a California corporation (the
Company) and Forever 21 Retail, Inc., a California corporation (Purchaser) which is a wholly-owned subsidiary of Forever 21, Inc., a Delaware corporation (the Parent). Capitalized terms used
but not defined elsewhere in the text of this Agreement are defined in Exhibit A attached hereto.

WHEREAS, Purchaser desires to
purchase from the Company, and the Company desires to sell to Purchaser,the Acquired Assets, as hereinafter defined, including the following assets of the Company: up to forty-four (44) leases relating to stores currently being operated
by the Company as Rampage stores (the Rampage Stores), as scheduled in Exhibit B attached hereto and made a part hereof, and all of the tangible assets used by the Company exclusively in the operation of the
Rampage Stores, including, without limitation, furniture, fixtures, telephones and other equipment (excluding point of sale systems and registers, supplies marked with the Rampage name and signage), furnishings, office supplies,
mannequins, rolling racks, sign holdings, leasehold improvements and all other fixed assets and tangible personal property located at the Rampage Stores, but excluding all inventory (collectively, the FF&E), in exchange for
the payment to the Company of the Individual Store Purchase Price for each Rampage Store and all the FF&E relating thereto acquired by Purchaser and the assumption by Purchaser of the Assumed Liabilities, as hereinafter defined, with
respect to each Rampage Store so acquired.

WHEREAS, subject to the terms and conditions of this Agreement, the Company has agreed to
assign and Purchaser has agreed to assume, effective as of July 5, 2006, the leases with respect to twenty-four (24) Rampage Stores as scheduled in Schedule 1.1 attached hereto and made a part hereof (collectively, the
Initial Leased Facilities and individually, an Initial Leased Facility) and all the FF&E relating thereto, in exchange for the payment to the Company of the Individual Store Purchase Price for each Initial
Leased Facility and all the FF&E relating thereto acquired by Purchaser as of July 5, 2006. Subject to the terms and conditions of this Agreement, Purchaser shall also assume the Assumed Liabilities with respect to each Initial Leased
Facility so acquired as of July 5, 2006.

WHEREAS, subject to the terms and conditions of this Agreement, the Company has agreed to
assign and Purchaser has agreed to assume, effective as of July 31, 2006, the leases with respect to the remaining twenty (20) Rampage Stores as scheduled in Schedule 1.2attached hereto and made a part hereof (collectively, the
Additional Leased Facilities and individually, an Additional Leased Facility) and all the FF&E relating thereto, in exchange for the payment to the Company of the Individual Store Purchase Price for each
Additional Leased Facility and all the FF&E relating thereto acquired by Purchaser as of July 31, 2006. Purchaser shall also assume the Assumed Liabilities with respect to each Additional Leased Facility so acquired as of July 31,
2006. The Initial Leased Facilities and the Additional Leased Facilities are hereinafter referred to collectively as the Leased Facilities and individually as a Leased Facility.



1



---

NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants
and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. PURCHASE OF ASSETS.

1.1 Assets Purchased.
On the terms and subject to the conditions set forth in this Agreement, the Company shall assign, transfer, convey and deliver to Purchaser, and Purchaser shall acquire and accept from the Company, free and clear of any Liens and Retained
Liabilities, all of the Companys right, title and interest in and to those assets listed or described below, as the same shall exist on the applicable Effective Date, as hereinafter defined (the properties, assets and rights assigned pursuant
to this Section 1.1 are collectively referred to herein as the Acquired Assets):



| | 1.1.1 | all rights and incidents of interest of the Company in and to the leases relating to the Leased Facilities (collectively, the Leases) as well as all right, title
and interest of the Company in the FF&E for each of the Leased Facilities;
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 1.1.2 | all rights and incidents of interest of the Company in and to such other agreements, contracts, purchase orders and licenses entered into, accepted or made by the Company which
Purchaser has expressly agreed to assume and that are set forth in Exhibit C attached hereto (collectively, the Assumed Contracts). With respect to each Leased Facility, the Company agrees to make commercially reasonable
efforts to transfer existing communications services (local voice, long-distance voice, and DSL broadband data) to Purchaser with existing telephone numbers listed in Schedule 1.1.2 attached hereto remaining intact;
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 1.1.3 | all rights of the Company under all warranties, representations and guarantees made by suppliers, manufacturers and contractors in connection with any Acquired Asset;
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 1.1.4 | to the extent transferable through commercially reasonable efforts all Licenses (which for clarification purposes excludes that certain Rampage License Agreement between the Company
and Rampage Licensing, LLC dated September 30, 1997, as amended) and Permits held by the Company with respect to the Rampage Stores operated at the Leased Facilities or the Acquired Assets located therein;
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 1.1.5 | all of the Companys books, records, legal pleadings and correspondence, insofar as they relate exclusively to the Leases, the Assumed Contracts or the other Acquired Assets
whether in hard copy or electronic format (the Transferred Books and Records); provided that the Company may retain one copy of all such Transferred Books and Records; in addition, Purchaser shall receive and be entitled to the
use of a copy of all of the Companys books, records, legal pleadings and correspondence, insofar as they relate principally to the Leases, the Assumed Contracts or the other Acquired Assets whether in hard copy or electronic format; provided
that the Company retain the original copies of all such documents; and
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



2



---

| | 1.1.6 | all of the Companys rights, claims, credits, causes of action or rights of set-off against Third Parties relating to the Acquired Assets.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------

Except for the representations and warranties set forth in Section 3 below and the agreements contained in this Section 1, Purchaser agrees to acquire the
physical spaces occupied by the Leased Facilities and the other Acquired Assets on an as is basis.

1.2 Purchase Price.
The purchase price for the Acquired Assets shall be an amount equal to the Individual Store Purchase Price multiplied by the number of Leased Facilities for which the Company has satisfied the Company Transfer Obligations MINUS the Individual Store
Purchase Price (the Purchase Price).



| | 1.2.1 | The Purchase Price shall only be paid out of Escrowed Funds, as hereinafter defined, in accordance with the terms of the Escrow Agreement, as hereinafter defined;
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 1.2.2 | At the Initial Effective Date, as hereinafter defined, or as soon thereafter as Purchaser has received all of the applicable Company Transfer Deliveries, as hereinafter defined,
with respect to any Initial Leased Facility, including the applicable Landlords Assignment and Consent, as hereinafter defined, (Company Transfer Obligations), the Escrow Agent, as hereinafter defined, shall release out of
the Escrowed Funds the Individual Store Purchase Price multiplied by the number of any Initial Leased Facilities for which the Company Transfer Obligations have been satisfied; provided, however, that Purchaser shall be entitled to a credit equal to
the Good Faith Deposit which shall be deducted from the Individual Store Purchase Price for the first Leased Facility for which the Company satisfies the Company Transfer Obligations; provided further, however, that the Individual Store Purchase
Price shall not be payable with respect to the Rampage Store located at La Cumbre Plaza; and
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 1.2.3 | At the Second Effective Date, as hereinafter defined, provided the applicable Company Transfer Obligations have been satisfied with respect to any Additional Leased Facility, the
Escrow Agent shall release out of the Escrowed Funds the Individual Store Purchase Price multiplied by the number of such Additional Leased Facilities.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1.3 Excluded Assets. The Company shall retain and shall not transfer, and Purchaser shall not accept or acquire, any other properties, assets or rights of the Company other than the Acquired Assets (the
Excluded Assets).

1.4 Assumption of Liabilities. On the terms and subject to the conditions set forth in this
Agreement, as of the Initial Effective Date or the Second Effective Date, as the case may be, Purchaser shall assume, and thereafter shall discharge and perform when due only those Liabilities under the Leases, the Assumed Contracts or relating to
the other Acquired Assets which arise, accrue or are incurred after the applicable Effective Date for which the Acquired Assets were transferred (except for obligations or Liabilities which arise as a result of Company Contract Breaches)
(collectively, the Assumed Liabilities).



3



---

1.5 Retained Liabilities. Notwithstanding Section 1.4 or any other provision in this
Agreement or any other writing to the contrary, Purchaser is assuming only the Assumed Liabilities and is not assuming any other Liability of the Company (or of any predecessor of the Company or of any prior owner of all or part of the
Companys business and assets) of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained liabilities which Purchaser shall not be assuming and shall remain Liabilities of the Company
(all such Liabilities not being assumed being herein referred to as the Retained Liabilities). Notwithstanding any provision in this Agreement or any other writing to the contrary, Retained Liabilities include, but are not limited
to:



| | 1.5.1 | any Liability of the Company, including those relating to the Acquired Assets, which arises, accrues or is incurred prior to the applicable Effective Date on which the Acquired
Assets were transferred;
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 1.5.2 | Any Liability arising out of or relating to a Company Contract Breach;
| | ----- | ----------------------------------------------------------------------



| | 1.5.3 | any indebtedness or obligation for borrowed money of the Company and its Affiliates;
| | ----- | ------------------------------------------------------------------------------------



| | 1.5.4 | any Employee Obligation and any other Liability of the Company relating to the Companys employees during the term of their employment with the Company;
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------



| | 1.5.5 | any Liabilities for Taxes (including sales, transfer and all other Taxes resulting from the consummation of the transactions contemplated by this Agreement);
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 1.5.6 | any Liability arising out of or relating to any violation of any law, rule, regulation, judgment, injunction, order or decree occurring or arising out of or relating to any event or
condition occurring or existing at or prior to the applicable Effective Date on which the Acquired Assets were transferred whether or not such Liability relates to an Acquired Asset; and
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 1.5.7 | any Liability for all Approval Costs and other costs and expenses of the Company incurred in connection with the negotiation, execution and consummation of the transactions
contemplated under this Agreement.
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1.6 Apportionments.



| | 1.6.1 | Rent occupancy and all other costs, expenses, fees or charges or other Apportioned Items, as hereinafter defined, relating to each of the Initial Leased Facilities and Assumed
Contracts relating thereto for any period that begins before the Initial Effective Date and ends after the Initial Effective Date are to be apportioned between the Company, on the one hand, and Purchaser, on the other hand, as of midnight on the
Initial Effective Date, with the Company being fully responsible for the payment or satisfaction of all Apportioned Items through the Initial Effective Date and Purchaser being responsible for the payment or satisfaction of all Apportioned Items
thereafter.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



4



---

| | 1.6.2 | Rent occupancy and all other costs, expenses, fees or charges or other Apportioned Items relating to each of the Additional Leased Facilities and Assumed Contracts relating thereto
for any period that begins before the Second Effective Date and ends after the Second Effective Date are to be apportioned between the Company, on the one hand, and Purchaser, on the other hand, as of midnight on the Second Effective Date, with the
Company being fully responsible for the payment or satisfaction of all Apportioned Items through the Second Effective Date and Purchaser being responsible for the payment or satisfaction of all Apportioned Items thereafter.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 1.6.3 | In the event that the amount of any Apportioned Item cannot be calculated as between amounts thereof incurred pre and post the applicable Effective Date, and thereby allocated
between the Company and Purchaser, the allocation of such Apportioned Item shall be made on a pro-rata basis between the parties with the Companys portion of such Apportioned Item equaling the result obtained by multiplying the total amount of
such Apportioned Item by a fraction having a numerator equal to the number of days in the applicable period which occurred on or prior to the applicable Effective Date and a denominator equal to the total number of days in the applicable period.
Purchasers portion of such Apportioned Item shall be equal to the result obtained by multiplying the total amount of such Apportioned Item by a fraction having a numerator equal to the number of days in the applicable period which occurred
after the applicable Effective Date and a denominator equal to the total number of days in the applicable period.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 1.6.4 | Apportioned Items shall include base rent, percentage rent, common area maintenance costs, and other landlord, vendor or licensor billed and direct-billed costs (e.g., property
taxes, insurance, utilities, mall marketing programs, etc.) (Apportioned Items).
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1.7 Payment of
Apportionments. The Apportioned Items set forth in Section 1.6 shall be payable in the manner set forth below:



| | 1.7.1 | Payments made by the Company before or after the applicable Effective Date which are apportioned to Purchaser shall be billed to Purchaser and paid to the Company within fifteen
(15) Business Days.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



5



---

| | 1.7.2 | Payments made by Purchaser before or after the applicable Effective Date which are apportioned to the Company shall be billed to the Company and paid to Purchaser within fifteen
(15) Business Days.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1.8 Sales and Transfer Taxes. The Company shall be responsible for any sales or transfer
Taxes or fees payable as a result of the transactions contemplated by this Agreement.

1.9 Guarantee. On the Execution Date,
Purchaser shall cause to be delivered to the Company the Guarantee of the Parent, dated as of the date hereof, executed by the Parent for the benefit of the Company, in form and substance acceptable to the Company (the Guarantee).

1.10 Escrow Agreement. On the Execution Date, the parties shall have received a fully executed Escrow Agreement, dated as of the
date hereof, by and among Wells Fargo Bank, National Association, as Escrow Agent (the Escrow Agent), Purchaser and the Company (the Escrow Agreement). No later than two (2) Business Days after the date
hereof, Purchaser or the Parent shall deliver to the Escrow Agent Thirteen Million Seven Hundred Twenty Five Thousand Dollars and no Cents ($13,725,000.00) (such amount plus any interest earned thereon shall hereinafter be known as the
Escrowed Funds). The disposition of the Escrowed Funds shall be as provided for in the Escrow Agreement; provided, however, the parties agree and the Escrow Agreement shall provide that: (i) the fees and expenses of the
Escrow Agent shall be borne equally by the Company and Purchaser and (ii) the amount of the Individual Store Purchase Price plus any interest thereon with respect to any Additional Leased Facilities for which Purchaser has not received the
Second Effective Date Company Transfer Deliveries, as hereinafter defined, on July 31, 2006 shall be disbursed by the Escrow Agent to Purchaser on August 10, 2006.

1.11 Certifications. On the Execution Date, the Company shall have delivered to Purchaser (i) resolutions by the board of directors of the
Company approving this Agreement and the transactions contemplated herein certified by a duly authorized officer of the Company and (ii) a certificate, in accordance with Section 1.1445-2(b) of the Treasury Regulations, stating that the
Company is not a foreign person. On the Execution Date, Purchaser shall have delivered to the Company resolutions by the board of directors of Purchaser approving this Agreement and the transactions contemplated herein certified by a duly authorized
officer of Purchaser.

2. EFFECTIVE DATES.

2.1 Effective Dates. All deliveries on the applicable Effective Date shall take place at the offices of Jeffer, Mangels, Butler & Marmaro, LLP, 1900 Avenue of the Stars, Los Angeles, CA or at such other place as the parties
may mutually agree upon. The parties agree that the effectiveness of the transfer of the Acquired Assets on the Initial Effective Date or the Second Effective Dates, as applicable, shall occur at 10:00 pm local time on the such dates.



| | 2.1.1 | The effective date of the sale and transfer of the Initial Leased Facilities and the Acquired Assets relating thereto will take place on July 5, 2006 (the Initial
Effective Date).
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



6



---

| | 2.1.2 | The effective date of the sale and transfer of the Additional Leased Facilities and the Acquired Assets relating thereto will take place on July 31, 2006 (the Second
Effective Date).
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2.1.3 | The Company and Purchaser agree that Purchaser shall: (i) on the Initial Effective Date, take physical possession of the Initial Leased Facilities and all other Acquired Assets
relating thereto, subject to Purchasers receipt of all applicable Company Transfer Deliveries (excluding the Landlords Assignment and Consent) and (ii) on the Second Effective Date, take physical possession of those Additional Lease
Facilities and all other Acquired Assets relating thereto, subject to Purchasers receipt of all applicable Company Transfer Deliveries.
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2.1.4 | The parties acknowledge and agree that, subject to Purchasers receipt of all applicable Company Transfer Obligations, the sale and transfer of the Initial Leased Facilities
and the Additional Leased Facilities and the Acquired Assets relating thereto, as well as the assumption by Purchaser of the Assumed Liabilities relating to such Acquired Assets, shall occur on the applicable Effective Date with respect to such
Acquired Assets; notwithstanding the foregoing, prior to the execution and delivery to Purchaser of the applicable Landlords Assignment and Consent, the Company and Purchaser agree that: (i) the Company shall remain responsible for the
Assumed Liabilities; and (ii) Purchaser shall solely be responsible for any and all liabilities of any nature incurred by it, based upon or related to its use and occupancy of any Leased Facilities transferred to it pursuant to
Section 2.1.3 above.
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2.1.5 | The Initial Effective Date or the Second Effective Date may hereinafter be referred to both individually or collectively as the Effective Date.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------

2.2 Effective Date Deliveries by the Company.



| | 2.2.1 | On the Initial Effective Date the Company shall deliver the following documents to Purchaser (the Initial Effective Date Company Transfer Deliveries):
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | the Transferred Books and Records with respect to the Initial Leased Facilities;
| | --- | --------------------------------------------------------------------------------



| | (ii) | a duly executed bill of sale transferring the Acquired Assets to Purchaser with respect to the Initial Leased Facilities for which a Landlords Assignment and Consent has been
delivered;
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | a duly executed assignment and assumption agreement assigning the Assumed Contracts relating to the Initial Leased Facilities;
| | ----- | ------------------------------------------------------------------------------------------------------------------------------



| | (iv) | a duly executed assignment of each Initial Leased Facility (Landlords Assignment and Consent), if available;
| | ---- | ---------------------------------------------------------------------------------------------------------------



7



---

| | (v) | the Required Consents, as hereinafter defined, with respect to each Initial Leased Facility (excluding any Landlords Assignment and Consent that is not available on the
Initial Effective Date);
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (vi) | a certificate executed by the Senior Executive Vice President and Chief Operating Officer of the Company certifying that: (i) each and every representation of the Company set
forth in Section 3 was true and correct in all material respects as of the Execution Date and at all times between the Execution Date and the Initial Effective Date (except for representations qualified by materiality, which were true and
correct in all respects as of the Execution Date and at all times between the Execution Date and the Initial Effective Date, and except for representations made as of a specified date, which were true and correct only as of the specified date) and
(ii) the Company is not currently and has not at any time from the Execution Date to the Initial Effective Date been in material breach or default in its obligations under this Agreement, nor has any action or event occurred prior to the
Initial Effective Date which but for the passage of time would constitute a material breach or default under the terms of this Agreement; and
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (vii) | such other documents reasonably requested by Purchaser.
| | ----- | -------------------------------------------------------



| | 2.2.2 | On the Second Effective Date the Company shall deliver the following documents to Purchaser (collectively, the Second Effective Date Company Transfer Deliveries):
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | the Transferred Books and Records with respect to the Additional Leased Facilities being transferred on the Second Effective Date;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------



| | (ii) | a duly executed bill of sale transferring the Acquired Assets to Purchaser with respect to the Additional Leased Facilities being transferred on the Second Effective Date;
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | a duly executed assignment and assumption agreement assigning the Assumed Contracts with respect to the Additional Leased Facilities being transferred on the Second Effective Date;
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | a duly executed Landlords Assignment and Consent with respect to the Additional Leased Facilities being transferred on the Second Effective Date;
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------



| | (v) | the Required Consents with respect to the Additional Leased Facilities being transferred on the Second Effective Date;
| | --- | ----------------------------------------------------------------------------------------------------------------------



8



---

| | (vi) | a certificate executed by the Senior Executive Vice President and Chief Operating Officer of the Company certifying that: (i) each and every representation of the Company set
forth in Section 3 was true and correct in all material respects as of the Execution Date and at all times between the Execution Date and the Second Effective Date (except for representations qualified by materiality, which were true and
correct in all respects as of the Execution Date and at all times between the Execution Date and the Second Effective Date, and except for representations made as of a specified date, which were true and correct only as of the specified date) and
(ii) the Company is not currently and has not at any time from the Execution Date to the Second Effective Date been in material breach or default in its obligations under this Agreement, nor has any action or event occurred prior to the Second
Effective Date which but for the passage of time would constitute a material breach or default under the terms of this Agreement; and
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (vii) | such other documents reasonably requested by Purchaser.
| | ----- | -------------------------------------------------------

The Initial
Effective Date Company Transfer Deliveries and the Second Effective Date Company Transfer Deliveries shall from time to time individually and collectively be referred to as the Company Transfer Deliveries.



| | 2.2.3 | With respect to any Initial Leased Facility for which a Landlords Assignment and Consent has not been obtained on the Initial Effective Date, the Company shall deliver such
Landlords Assignment and Consent and a duly executed bill of sale transferring the Acquired Assets to Purchaser with respect to such Initial Leased Facility(ies) as soon as practicable after receipt of such Landlords Assignment and
Consent for such Initial Leased Facility(ies).
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.3 Effective Date Deliveries by Purchaser. On the applicable
Effective Date Purchaser shall deliver to the Company a certificate executed by the President or the Chief Financial Officer of Purchaser certifying that: (i) each and every representation of Purchaser set forth in Section 4 was true and
correct in all material respects as of the Execution Date and at all times between the Execution Date and the Initial Effective Date or the Second Effective Date, as the case may be, (except for representations qualified by materiality, which were
true and correct in all respects as of the Execution Date and at all times between the Execution Date and the Initial Effective Date or the Second Effective Date, as the case may be, and except for representations made as of a specified date, which
were true and correct only as of the specified date) and (ii) Purchaser is not currently and has not at any time from the Execution Date to the Initial Effective Date or the Second Effective Date, as the case may be, been in material breach or
default in its obligations under this Agreement nor has any action or event occurred prior to the Initial Effective Date or the Second Effective Date, as the case may be, which but for the passage of time would constitute a material breach or
default by Purchaser under the terms of this Agreement.

The Companys right to receive out of the Escrowed Funds the Individual Store Purchase Price
for any of the Leased Facilities at the Initial Effective Date or the Second Effective Date, as the case may be, shall be as set forth in Section 1.2.2 or 1.2.3, as applicable.



9



---

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.The Company represents and warrants to Purchaser as follows:

3.1 Organization. The Company is a corporation validly existing, and in good standing under the Laws of the State of California.

3.2 Authority. The Company has full corporate power and authority to enter into this Agreement and to perform its obligations under
this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and all agreements, instruments and documents contemplated hereby, by the Company and the consummation by the Company
of the transactions contemplated hereby have been duly and validly authorized by the board of directors of the Company and no other action on the part of the Company or any of its stockholders is necessary to authorize the execution, delivery and
performance of this Agreement and the consummation by the Company of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and will constitute a legal, valid, and binding obligation of
the Company, enforceable against it in accordance with its terms, except that (a) such enforceability may be subject to applicable bankruptcy, insolvency or other similar Laws now or hereafter in effect affecting creditors rights
generally and (b) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding
therefor may be brought.

3.3 No Conflict. The execution, delivery and performance by the Company of this Agreement and the other
agreements and documents related hereto and the consummation by the Company of the transactions contemplated hereby, with or without the giving of notice or the lapse of time or both, (i) will not require any consent by, approval of, filing
with or notice to any Person or governmental or regulatory authority under any agreement or provision of law applicable to the Company or the Acquired Assets, other than the Required Consents, (ii) will not conflict with or violate any
provision of law or result in the breach of, or constitute a default under, or result in the termination of, any Lease or Assumed Contract or material default under any other material agreement or instrument to which the Company is a party or by
which the Acquired Assets are bound or violate any judgment or order binding upon the Company, and (iii) will not result in the creation of any lien, security interest, charge or encumbrance upon any of the Acquired Assets.

3.4 Contracts and Commitments. Neither the Company nor any other party to any Lease or Assumed Contract is in default in any material respect
under any Lease or Assumed Contract and no condition or state of facts exists which, with notice or the passage of time, or both, would constitute such a default by the Company or, to the Knowledge of the Company, such a default by another party to
any Lease or Assumed Contract. Each Assumed Contract is a legal, valid and binding obligation of the Company and, to the Knowledge of the Company, each other party to the Assumed Contracts.

3.5 Title. The Company is in possession of and has good title to, or a valid leasehold interest in or valid rights to use, all of the Acquired
Assets, free and clear of all Liens.



10



---

3.6 Compliance with Laws and Court Orders. The Company is not in material violation of, or has in
the past three years materially violated, or to the Knowledge of the Company, is under investigation with respect to, or has been threatened to be charged with or given notice of any material violation of, any law, rule, regulation, judgment,
injunction, writ, judgment, order or decree applicable to the Acquired Assets. There is no action, suit, charge or proceeding pending, or, to the Knowledge of the Company, threatened, against the Company, any of its properties, assets or rights
before any Governmental Entity or arbitration tribunal which, individually or in the aggregate would reasonably be expected to have a material adverse effect upon any of the Acquired Assets or a material adverse effect upon the Company taken as a
whole.

3.7 Required Consents, Licenses and Permits and Orders. Schedule 3.7 attached hereto sets forth a list of all
consents, Licenses and Permits and Orders which are required in connection with: (i) the transfer and assignment of the Acquired Assets to Purchaser pursuant to this Agreement (the Required Consents); and (ii) the
execution and delivery of this Agreement and the other related agreements and documents and the consummation of the transactions contemplated hereby. All Required Consents have been obtained by the Company and are in full force and effect.

3.8 Employee Matters. There are no accrued and unpaid Employee Obligations. To the Knowledge of the Company, there are no
controversies or disputes pending between the Company and any Rampage Store Employee which would have a material adverse effect on the Acquired Assets.

3.9 Labor Matters. With respect to the Rampage Store Employees: (i) the Company is not party to or bound by any collective bargaining or similar agreement with any labor organization; (ii) no Rampage
Store Employees are represented by any labor organization; and (iii) the Company has no Knowledge of any union organizing activities among the Rampage Store Employees.

3.10 Property. Exhibit B sets forth the address, landlord and mall location of each Leased Facility. The Company has delivered or made
available to Purchaser a true and complete copy of each Lease, along with all amendments and modifications thereto for all of the Leased Facilities and such Leases have not been amended since the date of delivery of such Leases to Purchaser. The
Company has notified Purchaser as to the existence of any pending or threatened negotiations with landlords of which the Company has Knowledge regarding any of the Leases.



| | 3.10.1 | Except as set forth in Schedule 3.10.1, with respect to each Lease: (i) such Lease is legal, valid, binding, enforceable against the Company and in full force and
effect; (ii) there are no material disputes with respect to such Lease; (iii) the Company does not owe, nor will it owe in the future, any brokerage commissions or finders fees with respect to such Lease; (iv) the other party to
such Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company; and (v) there are no Liens on the estate or interest created by such Lease created or suffered to exist by the Company.
| | ------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



11



---

| | 3.10.2 | The present use of the Leased Facilities is in conformity in all material respects with all applicable laws, rules, regulations and ordinances and there exists no conflict or
dispute with any Governmental Entity or other Person relating to any Leased Facility or the activities thereon.
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3.10.3 | To the Knowledge of the Company, all requisite certificates of occupancy and other permits or approvals required with respect to the buildings, structures and improvements on any of
the Leased Facilities and the occupancy and use thereof have been obtained and are currently in effect.
| | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3.10.4 | To the Knowledge of the Company, the Company has not received any notice from any insurance company of any material defects or inadequacies in the Leased Facilities or any part
thereof, which would materially adversely affect the insurability of the same or of any termination or threatened termination of any policy of insurance.
| | ------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3.10.5 | To the Knowledge of the Company, the Company has not received any written notification from any Governmental Entity that any work is required to be done upon or in connection with
the Leased Facilities or the mall location where any Leased Facility is located, where such work remains outstanding and, if unaddressed, would have a material adverse effect on the use of the Leased Facilities as currently operated.
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3.10.6 | In connection with the Leased Facilities, the Company has never and does not currently utilize, store, dispose of, treat, generate, process, transport, release, or own any Hazardous
Substance in violation of any Law. The operations of the Company have not resulted in the discharge, release, spillage, uncontrolled loss, seepage, or filtration of any Hazardous Substance or any fuel, gasoline, or other petroleum product or
by-product at, upon, or under any of Leased Facilities, in an amount that violates any Law.
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3.11 Obligations due under
the Leases. The Company has paid in full: (i) the rent under all Leases through the Initial Effective Date and, with respect to any Additional Leased Facility, the Second Effective Date, as the case may be; and (ii) any other amounts
which are due and payable to the landlords as of the Initial Effective Date and, with respect to any Additional Leased Facility, the Second Effective Date, as the case may be.

3.12 Absence of Litigation. There are no Actions pending or, to the Companys Knowledge, investigation threatened or contemplated against or
affecting the Company or the Acquired Assets, at law or in equity, or through arbitration, before or by any federal, state, municipal or other Governmental Entity or non-governmental department, commission, board, bureau, agency, court or other
instrumentality, or by any private person or entity other than Actions which do not relate to any Acquired Asset and which if adversely determined, would not, or could not, individually or in the aggregate, have an adverse effect upon the Acquired
Assets. There are no Actions pending or, to the Companys Knowledge, investigation pending or contemplated that that if adversely determined, would, or could, individually or in the aggregate: (i) have an adverse, affect upon the
Companys ability to consummate the transactions contemplated hereby or (ii) relate to or impair the implementation of this Agreement. There are no existing or threatened Orders or judgments or decrees of any court or Governmental Entity
that specifically prevent the Companys execution and delivery of this Agreement and the consummations of the transactions contemplated thereby.



12



---

3.13 FF&E. The FF&E located at the Initial Leased Facilities as of the Initial Effective
Date represents all of the FF&E (including, without limitation, all mannequins, rolling racks and sign holders) utilized by the Company in its operation of the Initial Leased Facilities from March 31, 2006 though the Initial Effective Date,
excluding any FF&E which has been discarded due to ordinary wear and tear. The FF&E located at the Additional Leased Facilities as of the Second Effective Date represents all of the FF&E (including, without limitation, all mannequins,
rolling racks and sign holders) utilized by the Company in its operation of the Additional Leased Facilities from March 31, 2006 though the Second Effective Date, excluding any FF&E which has been discarded due to ordinary wear and tear.

3.14 Brokers. The Company has no obligation to pay any fees, commissions or other similar compensation to any broker, finder,
investment banker, financial advisor or other similar Person in connection with the transactions contemplated hereby.

4. REPRESENTATIONS AND WARRANTIES
OF PURCHASER.Purchaser represents and warrants to the Company as follows:

4.1 Organization. Purchaser is a corporation
validly existing, and in good standing under the Laws of the State of California.

4.2 Authority. Purchaser has full corporate power
and authority to enter into this Agreement and to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement, and all agreements, instruments and
documents contemplated hereby, by Purchaser and the consummation by Purchaser of the transactions contemplated hereby have been duly and validly authorized by the board of directors of Purchaser and no other action on the part of Purchaser or any of
its stockholders is necessary to authorize the execution, delivery and performance of this Agreement and the consummation by Purchaser of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by
Purchaser and will constitute a legal, valid, and binding obligation of Purchaser, enforceable against it in accordance with its terms, except that (a) such enforceability may be subject to applicable bankruptcy, insolvency or other similar
Laws now or hereafter in effect affecting creditors rights generally and (b) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject
to the discretion of the court before which any proceeding therefor may be brought.

4.3 No Conflict. The execution, delivery and
performance by Purchaser of this Agreement and the other agreements and documents related hereto and the consummation by Purchaser of the transactions contemplated hereby, with or without the giving of notice or the lapse of time or both,
(i) will not require any consent by, approval of, filing with or notice to any Person or governmental or regulatory authority under any agreement or provision of law and (ii) will not conflict with or violate any provision of law or
violate any judgment or order binding upon Purchaser, except in both cases, for any such conflicts, violations, breaches or defaults that, individually or in the aggregate, would not have a material adverse affect on the Company.



13



---

4.4 Absence of Litigation. There are no Actions pending or, to Purchasers Knowledge,
investigation pending or contemplated that that if adversely determined, would, or could, individually or in the aggregate: (i) have an adverse, affect upon Purchasers ability to consummate the transactions contemplated hereby or
(ii) relate to or impair the implementation of this Agreement. There are no existing or threatened orders or judgments or decrees of any court or governmental agency that specifically prevent Purchasers execution and delivery of this
Agreement and the consummations of the transactions contemplated thereby.

4.5 No Brokers. Purchaser has no obligation to pay any
fees, commissions or other similar compensation to any broker, finder, investment banker, financial advisor or other similar Person in connection with the transactions contemplated hereby.

5. COVENANTS

5.1 Rampage Store Employees.



| | 5.1.1 | All Rampage Store Employees employed at any Leased Facility shall be terminated by the Company effective on the Initial Effective Date or the Second Effective Date on which the
applicable Leased Facility is transferred to Purchaser. Purchaser may thereafter hire any or all of the Rampage Store Employees, excluding those Rampage Store Employees set forth on Schedule 5.1.1attached hereto. Purchaser intends to offer
employment to substantially all of the Rampage Store Employees employed as of the applicable Effective Date that it deems necessary to operate the Leased Facilities after the applicable Effective Date at such salaries and with such other
compensation, benefits and upon such terms and conditions to be determined by Purchaser in its sole discretion.
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5.1.2 | The Company shall be responsible for all Employee Obligations and all obligations and Liabilities arising therefrom, whenever arising or accruing and Purchaser shall have no
obligations whatsoever in connection with any Employee Obligations.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5.2 Confidentiality. Except as and to the extent
required by law, neither the Company nor Purchaser will disclose or use, and will direct its representatives not to disclose or use to the detriment of the other party, any Confidential Information (as defined below) with respect to such party
furnished, or to be furnished, by either party or its representatives to the other party or its representatives at any time or in any manner other than in connection with the transactions contemplated by this Agreement. Confidential
Information means any information about either party provided to the other party or its representatives, unless (a) such information is already known to the receiving party or its representatives or to others not bound by a duty of
confidentiality or such information becomes publicly available through no fault of the receiving party or its representatives; (b) the use of such information is necessary or appropriate in making any public filing; or (c) the furnishing
or use of such information is required by or necessary or appropriate in connection with legal proceedings. Confidential Information may upon the consent of the delivering party be disclosed to third parties in order to obtain consents or approvals
in connection with the transactions contemplated by this Agreement. Upon the written request of the delivering party, the receiving party will promptly return to the delivering party or destroy any Confidential Information in its possession and
certify in writing to the delivering party that it has done so.



14



---

5.3 Press Release; Other Disclosure. The Company and Purchaser shall mutually agree upon the
language of one or more joint press releases regarding the transaction to be issued after the Execution Date. Except as and to the extent required by law or otherwise publicly disclosed, without the prior written consent of the other party, neither
the Company nor Purchaser will, and each will direct its representatives not to make, directly or indirectly, any public comment, statement or communication with respect to, or otherwise to disclose or to permit the disclosure of any of the terms,
conditions or other aspects of this Agreement or the transactions contemplated hereby. If a party is required by law to make any such disclosure, it must first provide to the other party a copy of such disclosure in advance of its disclosure.

5.4 Further Action. Each party hereto agrees to execute, acknowledge, deliver, file and record such further certificates,
amendments, instruments and documents and to do all such other acts and things as may be required by law or as may be necessary or advisable to carry out the intent and purposes of this Agreement.

6. [INTENTIONALLY OMITTED]

7. INDEMNIFICATION

7.1 Survival Of Representations And Covenants.



| | 7.1.1 | The covenants and obligations of the parties contained in this Agreement shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants or
obligations is waived in writing by the party or parties entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the relevant statute of limitations.
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7.1.2 | Subject to Section 7.1.4 and except for the representations and warranties contained in Sections 3.5 and 3.10.6 (the Excluded Representations), (i) the
representations and warranties set forth in Sections 3 and 4 shall expire twelve (12) months after the Execution Date if there is no Initial Effective Date, or twelve (12) months after Initial Effective Date or the applicable Second
Effective Date, as the case may be, and (ii) the Excluded Representations shall survive until thirty (30) days after the expiration of the applicable statute of limitations relating thereto (in any case, as applicable, the
Expiration Date); provided, however, that if a Claim Notice relating to any representation or warranty set forth in any of the provisions of Sections 3 or 4 is given to the Company or Purchaser, as the case may be, on or prior to
the time and date of expiration for such representation or warranty, then, notwithstanding anything to the contrary contained in this Section 7.1 or any applicable statute of limitations (which the parties hereby waive), the expiration of such
representation or warranty shall not effect the validity of any Claim expressly stated in any Claim Notice nor the asserting partys rights to indemnification with respect to such Claim in accordance with this Section 7 until such Claim is
finally resolved by the parties hereunder or by a court of competent jurisdiction and any amount payable hereunder are finally determined and paid. The representations, warranties, covenants and obligations of each party, and the rights and remedies
that may be exercised by an Indemnitee, shall not be limited or otherwise affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, the Indemnitee or any of their representatives. The parties recognize
and agree that the representations and warranties also operate as bargained for promises and risk allocation devices and that, accordingly, any partys Knowledge, shall not affect the right to indemnification or payment of Damages pursuant to
this Section 7, or other remedy based on such representations, warranties, covenants, and obligations.
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



15



---

| | 7.1.3 | The representations, warranties, covenants and obligations of each party, and the rights and remedies that may be exercised by an Indemnitee, shall not be limited or otherwise
affected by or as a result of any information furnished to, or any investigation made by or Knowledge of, the Indemnitee or any of their representatives. The parties recognize and agree that the representations and warranties also operate as
bargained for promises and risk allocation devices and that, accordingly, any partys Knowledge shall not affect the right to indemnification or payment of Damages pursuant to this Section 7, or other remedy based on such representations,
warranties, covenants, and obligations.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7.1.4 | Notwithstanding anything to the contrary contained in Section 7.1, if either the Company or Purchaser commit any intentional misrepresentation or fraud related to any
representation or warranty of the Company or Purchaser set forth in Sections 3 or 4, as applicable, then such representation or warranty shall not expire, but rather shall remain in full force and effect for an unlimited period of time (regardless
of whether any Claim Notice relating to such representation or warranty is given prior to such time).
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7.1.5 | For purposes of this Agreement, a Claim Notice relating to a particular representation or warranty shall be deemed to have been given if any Indemnitee, acting in
good faith, delivers to the Company or Purchaser, as the case may be, a written notice stating that such Indemnitee believes that there is or has been a possible breach of such representation or warranty and containing (i) a brief description
of the circumstances supporting such Indemnitees belief that there is or has been such a possible breach (the Claim) and (ii) a non-binding, reasonable preliminary estimate of the aggregate dollar amount of the actual
and potential Damages that have arisen and may reasonably be expected to arise as a direct or indirect result of such possible breach.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



16



---

| | 7.1.6 | For purposes of this Section 7, each statement or other item of information produced and created by the Company pertaining to the Company, the Acquired Assets or the Leased
Facilities contained in the Exhibits or Schedules shall be deemed to be a representation and warranty made by the Company.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7.2 Indemnification.



| | 7.2.1 | From and after the Execution Date, the Company shall hold harmless and indemnify Purchaser from and against, and shall compensate and reimburse Purchaser for, any Damages that are
directly or indirectly suffered or incurred by Purchaser or to which Purchaser may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise from or as a result of, or are
connected with:
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | any breach of any representation or warranty on or before the applicable Expiration Date made by the Company in any Transaction Document;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | any breach of any covenant or obligation of the Company contained in any Transaction Document;
| | ---- | ----------------------------------------------------------------------------------------------



| | (iii) | any Excluded Asset or Retained Liability;
| | ----- | -----------------------------------------



| | (iv) | any Employee Obligation, including but not limited to any Liability arising under the WARN Act or comparable state statute as a result of any termination of Rampage Store Employees
prior to, on or after the applicable Effective Date; or
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (v) | any Proceeding relating to any breach, alleged breach, Liability or matter of the type referred to in clauses (i) through (iv) above (including any Proceeding commenced by
Purchaser for the purpose of enforcing any of its rights under this Section 7, to the extent Purchaser prevails in such Proceeding ).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



17



---

| | 7.2.2 | From and after the Execution Date, solely with respect to (i) and (ii) below, and (iv) below to the extent that the indemnification under (iv) relates to
(i) or (ii) below, and from and after the applicable Effective Date, solely with respect to (iii) below, and (iv) below to the extent that the indemnification under (iv) relates to (iii) below, Purchaser shall hold
harmless and indemnify the Company from and against, and shall compensate and reimburse the Company for, any Damages that are directly or indirectly suffered or incurred by the Company or to which the Company may otherwise become subject at any time
(regardless of whether or not such Damages relate to any third-party claim) and that arise from or as a result of, or are connected with:
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | any breach of any representation or warranty on or before the applicable Expiration Date made by Purchaser in any Transaction Document;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | any breach of any covenant or obligation of Purchaser contained in any Transaction Document;
| | ---- | --------------------------------------------------------------------------------------------



| | (iii) | any Assumed Liability; or
| | ----- | -------------------------



| | (iv) | any proceeding relating to any breach, alleged breach, Liability or matter of the type referred to in clauses (i) through (iii) above (including any Proceeding commenced
by the Company for the purpose of enforcing any of its rights under this Section 7, to the extent the Company prevails in such Proceeding).
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7.2.3 | Notwithstanding anything in this Agreement to the contrary, but subject to Section 7.2.4, (i) the Indemnitor shall have no liability for any indemnification payments
pursuant to this Section 7 solely for any breach of the representations and warranties contained in Sections 3 or 4 hereof, as applicable, unless and until the aggregate amount of all Damages of the applicable Indemnitee for all such breaches
exceeds $100,000, and then only to the extent that such Damages exceed $100,000 and (ii) the aggregate collective liability of the Indemnitor for any indemnification payments for breach of representations and warranties contained in Sections 3
or 4 hereof, as applicable, will be limited to, and shall not exceed, the Purchase Price. No other claims under this Agreement for indemnification or otherwise, including claims for failure to discharge any Retained Liabilities, shall be subject to
any limitation. In determining the foregoing thresholds or ceilings and in otherwise determining the amount of any Damages for which the applicable Indemnitee is entitled to assert a claim for indemnification, the amount of any such Damages shall be
determined after deducting there from the amount of any insurance proceeds or other third party recoveries actually received by the applicable Indemnitee in respect of such Damages (the Third Party Recoveries). In the event Third
Party Recoveries are actually received by such Indemnitee after such indemnification claim has been fully and finally resolved, the applicable Indemnitee shall pay such Third Party Recoveries to the Indemnitor promptly after such receipt but only to
the extent that such Third Party Recoveries pertain to Damages actually received by such Indemnitee as indemnification payments pursuant to such indemnification claim.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7.2.4 | The limitations on the indemnification obligations of the Company that are set forth in Section 7.2.3 shall not apply to any Damages resulting from intentional
misrepresentation or fraud by the Company or any of their Affiliates. The limitations on the indemnification obligations of Purchaser that are set forth in Section 7.2.3 shall not apply to any intentional misrepresentation or fraud by Purchaser
or any of its Affiliates.
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



18



---

7.3 Defense Of Third Party Claims.



| | 7.3.1 | In the event of the assertion or commencement by any Person of any claim or Proceeding (whether against Purchaser, the Company or any other Person) with respect to which the Company
or Purchaser may become obligated to indemnify, hold harmless, compensate or reimburse any Indemnitee pursuant to this Section 7, except as provided in Section 7.3.3 below, the Indemnitee shall designate, if such Indemnitee is Purchaser,
the Company (or its representative), or, if such Indemnitee is the Company, Purchaser (or its representative) (in either case, the Designated Party), to assume the defense of such claim or Proceeding at the sole expense of the
Designated Party. If the Designated Party agrees to assume the defense of any such claim or Proceeding :
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | the Designated Party shall proceed to defend such claim or Proceeding in a reasonably diligent manner with counsel reasonably satisfactory to the Indemnitee;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | the Indemnitee shall make available to the Designated Party any non-privileged documents and materials in the possession of the Indemnitee or its Affiliates that may be necessary to
the defense of such claim or Proceeding;
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | the Designated Party shall keep the Indemnitee informed of all material developments and events relating to such claim or Proceeding;
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | the Indemnitee shall have the right to participate in the defense of such claim or Proceeding at its sole cost and expense; and
| | ---- | -------------------------------------------------------------------------------------------------------------------------------



| | (v) | the Designated Party shall not settle, adjust or compromise such claim or Proceeding without the prior written consent of the Indemnitee; provided, however, that the Indemnitee
shall not unreasonably withhold such consent if it satisfies each of the following conditions: (i) provides for a full release of the Indemnitee and its Affiliates with respect to the subject matter of such Claim or Proceeding; (ii) the
Indemnitee is not obligated to take any action or refrain from taking any action pursuant to the terms of such settlement, or (iii) if the Indemnitee is Purchaser, the settlement or compromise does not adversely effect Purchasers ongoing
business or operations at the Leased Facilities, Purchasers rights under any Assumed Contract or Purchasers use of any Acquired Assets.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



19



---

| | 7.3.2 | If the Designated Party does not agree to assume the defense of any such claim or Proceeding (or if, after initially designating the Designated Party to assume such defense, the
Indemnitee elects to assume such defense pursuant to Section 7.3.3 below), the Indemnitee may proceed with the defense of such claim or Proceeding on its own. If the Indemnitee so proceeds with the defense of any such claim or Proceeding on its
own:
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | Indemnitee shall defend the claim or proceeding in a reasonably diligent manner;
| | --- | --------------------------------------------------------------------------------



| | (ii) | all expenses relating to the defense of such claim or Proceeding (whether or not incurred by the Indemnitee) shall be borne and paid exclusively by the Indemnitor;
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | the Indemnitor shall make available to the Indemnitee any documents and materials in the possession or control of the Indemnitor or its representatives that may be necessary to the
defense of such claim or Proceeding;
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | the Indemnitee shall keep the Indemnitor informed of all material developments and events relating to such claim or Proceeding; and
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------



| | (v) | the Indemnitee shall have the right to settle, adjust or compromise such claim or Proceeding with the consent of the Indemnitor; provided, however, that the Indemnitor shall not
unreasonably withhold such consent if it satisfies each of the following conditions: (i) provides for a full release of the Indemnitor and its Affiliates with respect to the subject matter of such Claim or Proceeding ; (ii) the Indemnitor
is not obligated to take any action or refrain from taking any action pursuant to the terms of such settlement; or (iii) if the Indemnitor is Purchaser, the settlement or compromise does not adversely effect Purchasers ongoing business or
operations at the Leased Facility, Purchasers rights under any Assumed Contract or Purchasers use of any Acquired Assets.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7.3.3 | Notwithstanding anything in this Agreement to the contrary, if Purchaser reasonably determines in good faith that it is likely that a claim or Proceeding may materially adversely
affect its ongoing use of any Leased Facility or the Acquired Assets, Purchaser may, regardless of whether or not the Company had previously assumed the defense of the Proceedings pursuant to Section 7.3.1 above, at any time by notice to the
Company assume the exclusive right to defend, compromise or settle such Proceeding at the Companys sole cost and expense and without the consent of the Company.
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



20



---

7.4 Exercise Of Remedies By Indemnitees Other Than Parties To This Agreement. No Indemnitee (other
than the parties to this Agreement or any successor thereto or assign thereof) shall be permitted to assert any indemnification claim or exercise any other remedy under this Agreement unless the respective party to this Agreement entitled to
indemnification (or any successor thereto or assign thereof) shall have consented to the assertion of such indemnification claim or the exercise of such other remedies. Notwithstanding the foregoing, nothing in this Agreement shall release either
party of any Liability for fraud.

8. GENERAL PROVISIONS.

8.1 Notices. Any notice or other communication permitted or required to be given hereunder will be in writing, and sent by reputable courier service (with proof of delivery), by hand delivery or by facsimile
(followed by delivery by courier service (with proof of delivery) or by hand delivery), addressed as follows:



|                                                         |  |                                                                                                                                                                 
|-------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|If to Purchaser:                                         |  | Forever 21 Retail, Inc. 2001 Alameda Street
Los Angeles, California 90058 Attention: Do Won Chang Fax No.: (213) 741-8860                                       
|                                                         | 
|With copies to (which copy shall not constitute notice): |  | Jeffer, Mangels, Butler & Marmaro LLP 1900 Avenue of
the Stars, 7th Floor Los Angeles, California 90067 Attention:
Barry L. Burten, Esq. Fax No.: (310) 712-3359
|                                                         | 
|If to the Company:                                       |  | Charlotte Russe, Inc. 4645 Morena Boulevard
San Diego, CA 92117 Attention: Mark A. Hoffman Fax No.: (858) 875-0345                                              
|                                                         | 
|With copies to (which copy shall not
constitute notice): |  | Cooley Godward LLP 4401 Eastgate Mall San Diego, California 92121 Attention: Frederick T. Muto Fax No.: (858) 550-6420                                          

or to such other address as any party will specify by written notice so given, and such notice will be deemed to
have been delivered as of the date so telecommunicated or delivered by hand or courier service.



21



---

8.2 Arbitration. The parties agree that any dispute, controversy or claim arising out of, relating
to, or in connection with this Agreement including, without limitation, the provisions regarding indemnification under Section 7 shall be settled by arbitration administered by the American Arbitration Association under its Commercial
Arbitration Rules for binding arbitration in Los Angeles, California by a single arbitrator. The arbitrator may grant injunctions or other relief in such dispute or controversy. All awards of the arbitrator shall be binding and non-appealable.
Judgment upon the award of the arbitrator may be entered in any court having jurisdiction. The arbitrator shall apply California law to the merits of any dispute or claims, without reference to the rules of conflicts of law applicable therein. Suits
to compel or enjoin arbitration or to determine the applicability or legality of arbitration shall be brought in Superior Court for the State of California located in Los Angeles County. Notwithstanding the foregoing, no party to this Agreement
shall be precluded from applying to a proper court for injunctive relief by reason of the prior or subsequent commencement of an arbitration proceeding as herein provided. The prevailing party in any arbitration shall be entitled to receive its
reasonable attorneys fees and costs from the other party as awarded by the arbitrator.

8.3 Assignment; Binding Effect.
Neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned to a third party by the Company or Purchaser (whether by operation of Law or otherwise) without the prior written consent of the other party hereto;
provided, however, Purchaser may assign this Agreement or its rights or obligations hereunder to an Affiliate of Purchaser without the consent of the Company if Purchaser and the Parent remain liable for their obligations under this Agreement and
the Guarantee, respectively. Any assignment not made in accordance with the foregoing shall be null and void. Subject to this Section 8.3, this Agreement will be binding upon and will inure to the benefit of the parties hereto and their
respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto or their respective heirs,
successors, executors, administrators and assigns any rights, remedies, obligations or Liabilities under or by reason of this Agreement.

8.4 Entire Agreement. This Agreement and the exhibits and schedules hereto, and any documents delivered by the parties in connection herewith or therewith, constitute the entire agreement between the parties with respect to the
subject matter hereof and supersede all prior agreements and understandings (both written and oral) between the parties with respect thereto.

8.5 Expenses. Each party to this Agreement shall pay its own costs and expenses (including attorneys and accountants fees) incurred in connection with the negotiation, execution and performance of this Agreement.

8.6 Amendment. This Agreement may only be amended by an instrument in writing signed by each of the Company and Purchaser.

8.7 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, without
regard to its conflict of laws principles.

8.8 Counterparts. This Agreement may be executed by the parties hereto in any number of
counterparts, each of which when so executed and delivered will be an original, with the same effect as if the signature thereto were upon the same instrument. Each counterpart may consist of a number of copies hereof each signed by one, but
together signed by both of the parties hereto. A facsimile copy of a signature page shall be deemed to be an original signature page.



22



---

8.9 Specific Performance. The Company and Purchaser acknowledge and agree that in the event of any
breach of this Agreement, each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. Therefore, each party agrees to the granting of specific performance of this Agreement and injunctive or
other equitable relief in favor of the other party as a remedy for any such breach without proof of actual damages. The Company and Purchaser (a) hereby waive, in any action for specific performance, the defense of adequacy of a remedy at law
and any requirement for the securing or posting of any bond in connection with any such remedy and (b) shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to compel specific performance of this
Agreement in any action instituted in accordance with this Section 8.9. The remedy provided for in this Section 8.9 shall not be deemed to be the exclusive remedy for a partys breach of this Agreement, but shall be in addition to all
other remedies available at law or equity to the other parties.

8.10 Headings. Headings of the Sections of this Agreement are for
the convenience of the parties only, and will be given no substantive or interpretive effect whatsoever.

8.11 Interpretations. When
a reference is made in this Agreement to a Section, Exhibit or Schedule such reference will be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Whenever the words include, includes or
including are used in this Agreement, they will be deemed to be followed by the words without limitation. The words hereof, herein, hereto and hereunder and words of similar
import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms used herein with initial capital letters have the meanings ascribed to them herein and all terms defined in
this Agreement will have such defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as
the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means
such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and
references to all attachments thereto and instruments incorporated therein. References to a Person include such Persons permitted successors and assigns.

8.12 Waivers. Except as provided in this Agreement, no action taken pursuant to this Agreement, including any investigation by or on behalf of either party, will be deemed to constitute a waiver by the party
taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. The waiver by either party hereto of a breach of any provision hereunder will not operate or be construed as a waiver of any
prior or subsequent breach of the same or any other provision hereunder.



23



---

8.13 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any
jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or
enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision will be interpreted to be only so broad as is enforceable.

8.14 WAIVER OF JURY TRIAL. SUBJECT TO THE LIMITATIONS ON COURT PROCEEDINGS OR ACTIONS SET FORTH IN SECTION 8.2 ABOVE AND TO THE EXTENT
ALLOWABLE UNDER APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

8.15 Remedies Not Cumulative; No Strict Construction. No remedy or
election under this Agreement is exclusive, but rather, to the extent permitted by applicable law, each such remedy and election is cumulative with all other remedies at law or in equity. The parties hereto have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

8.16 Attorneys
Fees. The prevailing party(ies) in any Proceeding relating to the enforcement or interpretation of this Agreement may recover from the unsuccessful party(ies) all costs, and actual attorneys fees (including expert witness and other
consultants fees and costs) relating to or arising out of (a) the Proceeding (whether or not the Proceeding proceeds to judgment), and (b) any post-judgment or post-award proceeding including one to enforce or collect any judgment or
award resulting from the Proceeding. All such judgments and awards will contain a specific provision for the recovery of all such subsequently incurred costs, expenses, and actual attorneys fees.

***



24



---

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this
Agreement and caused the same to duly deliver this Agreement on their behalf on the day and year first written above.



THE COMPANY  CHARLOTTE RUSSE, INC.By:

/s/ Mark A. HoffmanName: Mark A. Hoffman Title: Senior Executive Vice
President and Chief Operating OfficerPURCHASER  FOREVER 21 RETAIL, INC.By:

/s/ Do Won ChangName: Do Won Chang Title: President and Chief
Executive Officer


[SIGNATURE PAGE TO PURCHASE
AGREEMENT]



---

SCHEDULE 1.1

INITIAL LEASED FACILITIES



|                           |  |                     |  |                                               |  |               |  |       |  |           
|-------------------------- |  | ------------------- |  | --------------------------------------------- |  | ------------- |  | ----- |  | ----------
|LOCATION                   |  | LANDLORD            |  | STREET ADDRESS                                |  | CITY          |  | STATE |  | ZIP       
|Sherman Oaks               |  | Westfield           |  | 14006 Riverside Drive, Space #35              |  | Sherman Oaks  |  | CA    |  | 91423     
|                           |  |                     |  |                                               | 
|Garden State Plaza         |  | Westfield           |  | 1 Garden State Plaza, Space # C-7             |  | Paramus       |  | NJ    |  | 07652     
|                           |  |                     |  |                                               | 
|Arizona Mills              |  | Mills               |  | 5000 Arizona Mills Circle, Space #620         |  | Tempe         |  | AZ    |  | 85282     
|                           |  |                     |  |                                               | 
|Mill Creek/Mall of Georgia |  | Simon               |  | 3333 Buford Drive, Space #1092                |  | Buford        |  | GA    |  | 30519     
|                           |  |                     |  |                                               | 
|Water Tower Place          |  | General Growth      |  | 845 North Michigan Avenue, Space #410         |  | Chicago       |  | IL    |  | 60611     
|                           |  |                     |  |                                               | 
|Stonebriar Centre          |  | General Growth      |  | 2601 Preston Road, Space #1046                |  | Frisco        |  | TX    |  | 75034     
|                           |  |                     |  |                                               | 
|Danbury Fair               |  | Macerich            |  | 7 Backus Avenue, Space #F110-111              |  | Danbury       |  | CT    |  | 06810     
|                           |  |                     |  |                                               | 
|Town Ctr. @ Boca Raton     |  | Simon               |  | 6000 West Glades Road, Space #1031A           |  | Boca Raton    |  | FL    |  | 33431     
|                           |  |                     |  |                                               | 
|Valley Fair                |  | Westfield           |  | 2855 Stevens Creek Blvd., Suite #2529         |  | San Jose      |  | CA    |  | 95050     
|                           |  |                     |  |                                               | 
|Freehold Raceway Mall      |  | Macerich            |  | 3710 Route 9, Space #G-100                    |  | Freehold      |  | NJ    |  | 07728     
|                           |  |                     |  |                                               | 
|La Cumbre Plaza            |  | Macerich            |  | 120 South Hope Avenue, Space #F-118           |  | Santa Barbara |  | CA    |  | 93105     
|                           |  |                     |  |                                               | 
|Orland Square              |  | Simon               |  | 436 Orland Square, Space #D08                 |  | Orland Park   |  | IL    |  | 60462     
|                           |  |                     |  |                                               | 
|Miami International        |  | Simon               |  | 1455 NW 107 Avenue, Space #244                |  | Miami         |  | FL    |  | 33172     
|                           |  |                     |  |                                               | 
|Chandler Fashion Center    |  | Macerich            |  | 3111 West Chandler Blvd., Space #1032         |  | Chandler      |  | AZ    |  | 85226     
|                           |  |                     |  |                                               | 
|Robinson Town Centre       |  | Forest City         |  | 100 Robinson Centre Dr., Space #1230          |  | Pittsburgh    |  | PA    |  | 15205     
|                           |  |                     |  |                                               | 
|Brandon Town Center        |  | Westfield           |  | 459 Brandon Town Center, Space #446           |  | Brandon       |  | FL    |  | 33511     
|                           |  |                     |  |                                               | 
|Mayfair Mall               |  | General Growth      |  | 2500 North Mayfair Road, Space # 624          |  | Wauwatosa     |  | WI    |  | 53226     
|                           |  |                     |  |                                               | 
|Tri-County Mall            |  | Thor                |  | 11700 Princeton Pike, Space D203              |  | Cincinnati    |  | OH    |  | 45246-2519
|                           |  |                     |  |                                               | 
|Monmouth Mall              |  | Vornado RealtyTrust |  | 1230 Monmouth Mall, Route 35, Space
2142/2144 |  | Monmouth      |  | NJ    |  | 07724     
|                           |  |                     |  |                                               | 
|Colorado Mills             |  | Mills               |  | 1500 W. Colfax Avenue, Space 263              |  | Lakewood      |  | CO    |  | 80401     
|                           |  |                     |  |                                               | 
|Fox Valley                 |  | Westfield           |  | 195 Fox Valley Center Space B9A               |  | Aurora        |  | IL    |  | 60504     
|                           |  |                     |  |                                               | 
|Dallas Galleria            |  | General Growth      |  | 13350 Dallas Parkway, Space 2530              |  | Dallas        |  | TX    |  | 75240     
|                           |  |                     |  |                                               | 
|Discover Mills             |  | Mills               |  | 5900 Sugarloaf Parkway, Space 242             |  | Lawrenceville |  | GA    |  | 30043     
|                           |  |                     |  |                                               | 
|Mall at Rockingham         |  | Simon               |  | 99 Rockingham Park Boulevard, Space
E-127A    |  | Salem         |  | NH    |  | 03079     



Schedule 1.1



---

SCHEDULE 1.2

ADDITIONAL LEASED FACILITIES



|                         |  |                |  |                                              |  |                 |  |       |  |           
|------------------------ |  | -------------- |  | -------------------------------------------- |  | --------------- |  | ----- |  | ----------
|LOCATION                 |  | LANDLORD       |  | STREET ADDRESS                               |  | CITY            |  | STATE |  | ZIP       
|Beverly Center           |  | Taubman        |  | 121 North La Cienega, Space #684             |  | Los Angeles     |  | CA    |  | 90048     
|                         |  |                |  |                                              | 
|Palisades Center         |  | Pyramid        |  | 1532 Palisades Center Drive                  |  | West Nyack      |  | NY    |  | 10994     
|                         |  |                |  |                                              | 
|Boulevard Mall           |  | General Growth |  | 3570 South Maryland Parkway                  |  | Las Vegas       |  | NV    |  | 89109     
|                         |  |                |  |                                              | 
|Mission Viejo            |  | Simon          |  | 624A The Shops at Mission Viejo              |  | Mission Viejo   |  | CA    |  | 92691     
|                         |  |                |  |                                              | 
|Florida Mall             |  | Simon          |  | 8001 South Orange Blossom Trail, Space #1214 |  | Orlando         |  | FL    |  | 32809     
|                         |  |                |  |                                              | 
|Crossgates Mall          |  | Pyramid        |  | 1 Crossgates Mall Road, Space #D107          |  | Albany          |  | NY    |  | 12203     
|                         |  |                |  |                                              | 
|Emerald Square Mall      |  | Simon          |  | 999 South Washington, Space #W-149           |  | North Attleboro |  | MA    |  | 02760     
|                         |  |                |  |                                              | 
|Mall of America          |  | Simon          |  | 60 East Broadway, Space #N120                |  | Bloomington     |  | MN    |  | 55425     
|                         |  |                |  |                                              | 
|Woodbridge Mall          |  | General Growth |  | 393 Woodbridge Center Drive                  |  | Woodbridge      |  | NJ    |  | 07095     
|                         |  |                |  |                                              | 
|King of Prussia          |  | Simon          |  | 160 N. Gulph Road, Suite 2322                |  | King of Prussia |  | PA    |  | 19406     
|                         |  |                |  |                                              | 
|West County Mall         |  | Westfield      |  | 26 West County Center, Space #1080           |  | Des Peres       |  | MO    |  | 63131     
|                         |  |                |  |                                              | 
|Fashion Show             |  | General Growth |  | 3200 Las Vegas Blvd. So., Space # 1000       |  | Las Vegas       |  | NV    |  | 89109-2692
|                         |  |                |  |                                              | 
|Woodfield Mall           |  | Taubman        |  | 5 Woodfield Mall, Space #102                 |  | Schaumburg      |  | IL    |  | 60173     
|                         |  |                |  |                                              | 
|Pembroke Lakes           |  | General Growth |  | 11401 Pines Blvd, Space 552                  |  | Pembroke Pines  |  | FL    |  | 33026     
|                         |  |                |  |                                              | 
|Montgomery Mall          |  | Westfield      |  | 7101 Democracy Blvd, Space 2036              |  | Bethesda        |  | MD    |  | 20817     
|                         |  |                |  |                                              | 
|Parks Arlington          |  | General Growth |  | 3811 South Cooper Street, Space 1150         |  | Arlington       |  | TX    |  | 76015     
|                         |  |                |  |                                              | 
|Twelve Oaks              |  | Taubman        |  | 27500 Novi Road, Space D265                  |  | Novi            |  | MI    |  | 48377     
|                         |  |                |  |                                              | 
|Town Center at Cobb      |  | Simon          |  | 400 Ernest W. Barrett Parkway, Sp#M-12A      |  | Kennesaw        |  | GA    |  | 30144     
|                         |  |                |  |                                              | 
|Fair Oaks                |  | Taubman        |  | 11750 Fair Oaks, Sp# 127                     |  | Fairfax         |  | VA    |  | 22033     
|                         |  |                |  |                                              | 
|Jordan Creek Town Center |  | General Growth |  | 101 Jordan Creek Parkway, Sp# 1050           |  | West DesMoines  |  | IA    |  | 50266     



Schedule 1.2



---

SCHEDULE 1.1.2

TELEPHONE NUMBERS



|         |  |                            |  |              |  |             
|-------- |  | -------------------------- |  | ------------ |  | ------------
|Provider |  | LOCATION                   |  | PHONE        |  | FAX         
|AT&T     |  | Sherman Oaks               |  | 818-995-7688 |  | 818-995-0447
|         |  |                            | 
|AT&T     |  | Beverly Center             |  | 310-657-2072 |  | 310-657-2257
|         |  |                            | 
|AT&T     |  | Garden State Plaza         |  | 201-843-0477 |  | 201-843-8396
|         |  |                            | 
|AT&T     |  | Arizona Mills              |  | 480-456-8838 |  | 480-456-8970
|         |  |                            | 
|AT&T     |  | Palisades Center           |  | 845-348-9801 |  | 845-348-0826
|         |  |                            | 
|AT&T     |  | Boulevard Mall             |  | 702-650-6521 |  | 702-650-6567
|         |  |                            | 
|AT&T     |  | Mill Creek/Mall of Georgia |  | 678-482-7114 |  | 678-482-7117
|         |  |                            | 
|AT&T     |  | Water Tower Place          |  | 312-867-0220 |  | 312-867-0232
|         |  |                            | 
|AT&T     |  | Mission Viejo              |  | 949-364-2001 |  | 949-364-2005
|         |  |                            | 
|AT&T     |  | Florida Mall               |  | 407-854-9969 |  | 407-854-9975
|         |  |                            | 
|Aubeta   |  | Crossgates Mall            |  | 518-452-7054 |  | 518-464-9534
|         |  |                            | 
|Aubeta   |  | Stonebriar Centre          |  | 972-668-0375 |  | 972-668-0377
|         |  |                            | 
|AT&T     |  | Emerald Square Mall        |  | 508-695-7744 |  | 508-695-9735
|         |  |                            | 
|AT&T     |  | Danbury Fair               |  | 203-207-9999 |  | 203-798-9278
|         |  |                            | 
|Aubeta   |  | Town Ctr. @ Boca Raton     |  | 561-394-0281 |  | 561-394-3078
|         |  |                            | 
|Aubeta   |  | Valley Fair                |  | 408-416-0005 |  | 408-416-0034
|         |  |                            | 
|AT&T     |  | Freehold Raceway Mall      |  | 732-625-8201 |  | 732-625-8203
|         |  |                            | 
|Aubeta   |  | La Cumbre Plaza            |  | 805-569-5799 |  | 805-569-5539
|         |  |                            | 
|Aubeta   |  | Mall of America            |  | 952-883-0200 |  | 952-883-0272
|         |  |                            | 
|AT&T     |  | Orland Square              |  | 708-349-9840 |  | 708-349-9825
|         |  |                            | 
|AT&T     |  | Miami International        |  | 305-594-4441 |  | 305-594-4460
|         |  |                            | 
|AT&T     |  | Chandler Fashion Center    |  | 480-786-4924 |  | 480-786-4874
|         |  |                            | 
|AT&T     |  | Robinson Town Centre       |  | 412-787-0211 |  | 412-787-0616
|         |  |                            | 
|AT&T     |  | Woodbridge Mall            |  | 732-726-8700 |  | 732-726-1913
|         |  |                            | 
|AT&T     |  | King of Prussia            |  | 610-992-9676 |  | 610-992-9351
|         |  |                            | 
|Aubeta   |  | Brandon Town Center        |  | 813-643-4276 |  | 813-643-6128
|         |  |                            | 
|AT&T     |  | West County Mall           |  | 314-966-6166 |  | 314-966-5005
|         |  |                            | 
|AT&T     |  | Fashion Show               |  | 702-732-0478 |  | 702-732-2149
|         |  |                            | 
|AT&T     |  | Mayfair Mall               |  | 414-302-0109 |  | 414-302-0120
|         |  |                            | 
|Aubeta   |  | Woodfield Mall             |  | 847-619-5879 |  | 847-619-3497
|         |  |                            | 
|Aubeta   |  | Tri-County Mall            |  | 513-671-1972 |  | 513-671-2691
|         |  |                            | 
|AT&T     |  | Monmouth Mall              |  | 732-542-8324 |  | 732-542-8326
|         |  |                            | 
|Aubeta   |  | Pembroke Lakes             |  | 954-431-1232 |  | 954-431-2517
|         |  |                            | 
|AT&T     |  | Colorado Mills             |  | 303-271-1220 |  | 303-271-1167
|         |  |                            | 
|AT&T     |  | Fox Valley                 |  | 630-375-0776 |  | 630-375-5891
|         |  |                            | 
|AT&T     |  | Montgomery Mall            |  | 301-767-8928 |  | 301-767-0655
|         |  |                            | 
|AT&T     |  | Parks Arlington            |  | 817-557-3317 |  | 817-557-6852
|         |  |                            | 
|Aubeta   |  | Dallas Galleria            |  | 972-980-6556 |  | 972-980-8246
|         |  |                            | 
|Aubeta   |  | Discover Mills             |  | 678-847-6480 |  | 678-847-6482
|         |  |                            | 
|AT&T     |  | Twelve Oaks                |  | 248-348-4648 |  | 248-348-4665
|         |  |                            | 
|AT&T     |  | Town Center at Cobb        |  | 678-331-1615 |  | 678-331-1617
|         |  |                            | 
|Aubeta   |  | Fair Oaks                  |  | 703-591-7822 |  | 703-591-7824
|         |  |                            | 
|AT&T     |  | Jordan Creek Town Center   |  | 515-221-9173 |  | 515-221-9175
|         |  |                            | 
|AT&T     |  | Mall at Rockingham         |  | 603-893-5891 |  | 603-893-3278



Schedule 1.2.1



---

SCHEDULE 3.7

REQUIRED CONSENTS



|                           |  |                     
|-------------------------- |  | --------------------
|LOCATION                   |  | LANDLORD CONSENT    
|Sherman Oaks               |  | Westfield           
|                           | 
|Beverly Center             |  | Taubman             
|                           | 
|Garden State Plaza         |  | Westfield           
|                           | 
|Arizona Mills              |  | Mills               
|                           | 
|Palisades Center           |  | Pyramid             
|                           | 
|Boulevard Mall             |  | General Growth      
|                           | 
|Mill Creek/Mall of Georgia |  | Simon               
|                           | 
|Water Tower Place          |  | General Growth      
|                           | 
|Mission Viejo              |  | Simon               
|                           | 
|Florida Mall               |  | Simon               
|                           | 
|Crossgates Mall            |  | Pyramid             
|                           | 
|Stonebriar Centre          |  | General Growth      
|                           | 
|Emerald Square Mall        |  | Simon               
|                           | 
|Danbury Fair               |  | Macerich            
|                           | 
|Town Ctr. @ Boca Raton     |  | Simon               
|                           | 
|Valley Fair                |  | Westfield           
|                           | 
|Freehold Raceway Mall      |  | Macerich            
|                           | 
|La Cumbre Plaza            |  | Macerich            
|                           | 
|Mall of America            |  | Simon               
|                           | 
|Orland Square              |  | Simon               
|                           | 
|Miami International        |  | Simon               
|                           | 
|Chandler Fashion Center    |  | Macerich            
|                           | 
|Robinson Town Centre       |  | Forest City         
|                           | 
|Woodbridge Mall            |  | General Growth      
|                           | 
|King of Prussia            |  | Simon               
|                           | 
|Brandon Town Center        |  | Westfield           
|                           | 
|West County Mall           |  | Westfield           
|                           | 
|Fashion Show               |  | General Growth      
|                           | 
|Mayfair Mall               |  | General Growth      
|                           | 
|Woodfield Mall             |  | Taubman             
|                           | 
|Tri-County Mall            |  | Thor                
|                           | 
|Monmouth Mall              |  | Vornado Realty Trust
|                           | 
|Pembroke Lakes             |  | General Growth      
|                           | 
|Colorado Mills             |  | Mills               
|                           | 
|Fox Valley                 |  | Westfield           
|                           | 
|Montgomery Mall            |  | Westfield           
|                           | 
|Parks Arlington            |  | General Growth      
|                           | 
|Dallas Galleria            |  | General Growth      
|                           | 
|Discover Mills             |  | Mills               
|                           | 
|Twelve Oaks                |  | Taubman             
|                           | 
|Town Center at Cobb        |  | Simon               
|                           | 
|Fair Oaks                  |  | Taubman             
|                           | 
|Jordan Creek Town Center   |  | General Growth      
|                           | 
|Mall at Rockingham         |  | Simon               



Schedule 3.7



---

SCHEDULE 3.10.1

LEASE EXCEPTIONS

None.



Schedule 3.10.1



---

SCHEDULE 5.1.1

EXCLUDED RAMPAGE STORE EMPLOYEES



|      |  |                        |  |                     
|----- |  | ---------------------- |  | --------------------
|State |  | Name  Full            |  | Job Code Description
|CA    |  | PADUA, CHEVETTE B.     |  | SENIOR ASSOCIATE    
|      |  |                       
|CA    |  | COPPOLINO, LAUREN J.   |  | ASSOCIATE STORE     
|      |  |                       
|NJ    |  | CARVALHO, TERESA G.    |  | ASSOCIATE STORE     
|      |  |                       
|AZ    |  | COLADONATO, NICOLE     |  | STORE MANAGER       
|      |  |                       
|AZ    |  | DE FENZA, CHRISTINA E. |  | ASST STORE MANAGER  
|      |  |                       
|AZ    |  | VALLEJO, KELLY         |  | STORE MANAGER       
|      |  |                       
|AZ    |  | HAWKINS, MELISSA S.    |  | STORE MANAGER       
|      |  |                       
|IL    |  | BECK, AMANDA C.        |  | ASSOCIATE STORE     
|      |  |                       
|IL    |  | CORTESE, JESSICA J.    |  | ASSOCIATE STORE     
|      |  |                       
|TX    |  | KOMINIAK, CRYSTAL M.   |  | STORE MANAGER       
|      |  |                       
|CT    |  | ASHLEY, NICOLE M.      |  | STORE MANAGER       
|      |  |                       
|CT    |  | SALAS, EVELYN          |  | SENIOR ASSOCIATE    
|      |  |                       
|FL    |  | DAMICO, SHANNONROSE    |  | ASSOCIATE STORE     
|      |  |                       
|CA    |  | SIERRA, ELIZABETH      |  | STORE MANAGER       
|      |  |                       
|CA    |  | DIEP, MY T.            |  | ASSOCIATE STORE     
|      |  |                       
|CA    |  | AMES, AMY N.           |  | ASSOCIATE STORE     
|      |  |                       
|NJ    |  | JACKSON, ROSA          |  | STORE MANAGER       
|      |  |                       
|IL    |  | VELASCO, MELISSA A.    |  | SENIOR ASSOCIATE    
|      |  |                       
|FL    |  | ROMERO, DAVID P.       |  | SENIOR ASSOCIATE    
|      |  |                       
|AZ    |  | DE CARVALHO, CARLA A.  |  | STORE MANAGER       
|      |  |                       
|AZ    |  | RIOS, EVA E.           |  | STORE MANAGER       
|      |  |                       
|AZ    |  | MOLCZAN, LINDA         |  | ASSOCIATE STORE     
|      |  |                       
|PA    |  | EDWARDS, KRISTY A.     |  | ASSOCIATE STORE     
|      |  |                       
|PA    |  | HENDRIX, JENNIFER M.   |  | ASSOCIATE STORE     
|      |  |                       
|PA    |  | TOTH, TRACY E.         |  | ASSOCIATE STORE     
|      |  |                       
|PA    |  | REYES, SHANNON K.      |  | ASSOCIATE STORE     
|      |  |                       
|OH    |  | SWENSON, LINDSAY M.    |  | STORE MANAGER       
|      |  |                       
|OH    |  | CRUZ, ANNA M.          |  | SENIOR ASSOCIATE    
|      |  |                       
|OH    |  | MC ELROY, HEATHER L.   |  | ASSOCIATE STORE     
|      |  |                       
|NJ    |  | VITUCCI, ANGELA M.     |  | STORE MANAGER       
|      |  |                       
|NJ    |  | CANO, MICHELLE Y.      |  | STORE MANAGER       
|      |  |                       
|NJ    |  | BURTON, JULIENNE D.    |  | STORE MANAGER       
|      |  |                       
|NJ    |  | LARA, VANESSA          |  | ASSOCIATE STORE     
|      |  |                       
|NY    |  | MILES, LINDSEY A.      |  | SENIOR ASSOCIATE    
|      |  |                       
|CO    |  | BOWENS, RACQUEL C.     |  | STORE MANAGER       
|      |  |                       
|CO    |  | MARTIN, AMY D.         |  | SENIOR ASSOCIATE    
|      |  |                       
|IL    |  | BARTKUTE, EVELINA      |  | ASSOCIATE STORE     
|      |  |                       
|IL    |  | FULTON, KELLEIGH       |  | ASSOCIATE STORE     
|      |  |                       
|GA    |  | MARSH, JESSICA D.      |  | ASSOCIATE STORE     
|      |  |                       
|NH    |  | SCROCCA, JODI S.       |  | STORE MANAGER       
|      |  |                       
|NH    |  | HUDSON, ASHLEY M.      |  | ASSOCIATE STORE     
|      |  |                       
|NH    |  | WESTMORE, JENNIFER M.  |  | ASSOCIATE STORE     



Schedule 5.1.1



---

EXHIBIT A

DEFINITIONS

Actions means any claim, action, suit, litigation, arbitration,
proceeding (including any civil, criminal, administrative, investigative or appellate proceeding and any informal proceeding), prosecution, contest, hearing, inquiry, inquest, audit, examination or investigation commenced, brought, conducted or
heard by or before, or otherwise involving, any Governmental Entity or any arbitrator or arbitration panel.

Acquired
Assets has the meaning set forth in Section 1.1 of this Agreement.

Additional Leased Facilities or
Additional Leased Facility has the meaning set forth in the third Whereas clause to this Agreement.

Affiliate of any Person means any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person; and, for the purposes of
this definition only, control (including the terms controlling, controlled by and under common control with) means the possession, direct or indirect, of the power to direct
or cause the direction of the management, policies or activities of a Person whether through the ownership of securities, by contract or agency or otherwise.

Agreement has the meaning set forth in the introduction to this Agreement.

Apportioned Items has the meaning set forth in Section 1.6.4.

Approval Costs means any
fees, costs, penalties, expenses or other consideration required by landlords or any other party to any Assumed Contract in connection with such partys execution and delivery of a Required Consent with respect to such Assumed Contract.

Assumed Contracts has the meaning set forth in Section 1.1.2.

Assumed Liabilities has the meaning set forth in Section 1.4.

Business Day means any day, other than a Saturday, Sunday or legal holiday (as defined in Rule 9006(a) of the Federal Rules of
Bankruptcy Procedure).

Claim has the meaning set forth in Section 7.1.5.

Claim Notice has the meaning set forth in Section 7.1.5.

COBRA means Consolidated Omnibus Budget Reconciliation Act of 1986, as amended.

Company has the meaning set forth in the introduction to this Agreement.



Exhibit A



---

Company Contract Breach means any breach or default of a Lease which may occur before
or after the Initial Effective Date or the Second Effective Date, as the case may be; provided that the breach or default arises out of or relates to any action or failure to act by the Company which initially occurred on or before such Effective
Date, even though the actions or failure to act may continue after such Effective Date.

Company Transfer
Deliveries has the meaning set forth in Section 2.2.2.

Company Transfer Obligations has the meaning set
forth in Section 1.2.2.

Damages means demands, claims, actions or causes of action, assessments, losses, damages,
liabilities, obligations, costs and expenses (including without limitation reasonable fees and expenses of counsel).

Designated
Party has the meaning set forth in Section 7.3.1.

Effective Date has the meaning set forth in
Section 2.1.5.

Employee Obligations means any Liabilities to Rampage Store Employees arising or accruing on or
prior to the Initial Effective Date or the Second Effective Date, as the case may be, including wages, payment for accrued but unused vacations (regardless of whether the applicable Company policy provides for such payment), workers
compensation, employee benefits, Liabilities under any collective bargaining agreement, Liabilities under any Plan, Liabilities under the WARN Act, workers compensation Liabilities, Liabilities arising under the COBRA, severance, retention and
bonus payments, withholding and reporting obligations, all Laws relating to the employment of labor and the employers share of payroll or other employment taxes and all other obligations arising under applicable Law.

ERISA means the Employee Retirement Income Security Act of 1974, as amended.

Escrow Agent has the meaning set forth in Section 1.9.

Escrow Agreement has the meaning set forth in Section 1.9.

Escrowed Funds has the meaning set forth in Section 1.9.

Excluded Assets has the meaning set forth in Section 1.3.

Excluded Representations has the meaning set forth in Section 7.1.2.

Execution Date has the meaning set forth in the introduction to this Agreement.

Expiration Date has the meaning set forth in Section 7.1.2.

FF&E has the meaning set forth in the first Whereas clause to this Agreement.

Good Faith Deposit means the amount of Two Hundred and Fifty Thousand Dollars ($250,000) deposited with the Company by Purchaser on or
about May 4, 2006 pursuant to the terms of that certain Letter of Intent dated April 28, 2006 between the Company and Purchaser.



Exhibit A



---

Governmental Entity shall mean any (a) nation, principality, state, commonwealth,
province, territory, county, municipality, district or other jurisdiction of any nature, (b) federal, state, local, municipal, foreign or other government, (c) governmental or quasi-governmental authority of any nature (including any
governmental division, subdivision, department, agency, bureau, branch, office, commission, council, board, instrumentality, officer, official, representative, organization, unit, body or Entity and any court or other tribunal),
(d) multi-national organization or body or (e) individual, Entity or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing authority or power of any nature.

Guarantee has the meaning set forth in Section 1.9.

Hazardous Substance means any material presently listed, defined, designated or classified as hazardous, toxic or radioactive, under
any federal, state or local law, statute, ordinance, rule, regulation or code, and any license, permit, authorization or court order, judgment, decree or injunction to which the Company or the Acquired Assets is subject related to the use, storage,
recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of pollutants or toxic or hazardous substances, including without limitation the Comprehensive Environmental Response, Compensation and
Liability Act, as amended, 42 U.S.C. Section 9601, et seq.; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901, et seq.; the Clean Air Act, as amended, 42 U.S.C. Section 7401, et seq.; the Federal Water
Pollution Control Act, as amended, 33 U.S.C. Section 1251, et seq.; the Toxic Substances Control Act, as amended, 125 U.S.C. Section 1251, et seq.; the Emergency Planning and Community Right to Know Act, 42 U.S.C. Section 11001, et
seq.; and the Safe Drinking Water Act, 42 U.S.C. Section 300f, et seq., whether by type or by quantity, and petroleum or any derivative or by-product thereof.

Indemnitee means the party seeking indemnification pursuant to Section 7.

Indemnitor means the party against whom indemnification is sought pursuant to Section 7.

Individual Store Purchase Price means the purchase price in the amount of Three Hundred and Twenty Five Thousand Dollars and no Cents ($325,000.00) for each Rampage Store and related FF&E acquired by Purchaser
pursuant to this Agreement.

Initial Effective Date has the meaning set forth in Section 2.1.1.

Initial Effective Date Company Transfer Deliveries has the meaning set forth in Section 2.2.1.

Initial Leased Facilities or Initial Leased Facility has the meaning set forth in the second Whereas
clause to this Agreement.

Knowledge means (a) as to Purchaser, the knowledge of the officers of Purchaser and
(b) as to the Company, the knowledge of the officers of the Company.

Landlords Assignment and Consent has
the meaning set forth in Section 2.2.1(iv).

Law means any domestic or foreign statute, rule, regulation or other
legal requirement.



Exhibit A



---

Leased Facilities or Leased Facility has the meaning set forth in
the third Whereas clause to this Agreement.

Leases has the meaning set forth in Section 1.1.1.

Liability shall mean any debt, commitment, obligation, duty or liability of any nature (including any unknown,
undisclosed, unmatured, unaccrued, unasserted, contingent, indirect, conditional, potential, implied, vicarious, derivative, joint, several or secondary liability), regardless of whether such debt, obligation, duty or liability would be required to
be disclosed on a balance sheet prepared in accordance with generally accepted accounting principles and regardless of whether such debt, obligation, duty or liability is immediately due and payable; including without limitation those arising under
common law, statute, contract or otherwise.

Licenses and Permits means all (a) permits, licenses, certificates,
franchises, concessions, approvals, consents, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations, ratings, registrations, qualifications or authorizations issued, granted, given or otherwise
made available by or under the authority of any Governmental Entity or pursuant to any Law or legal requirement or (b) right under any contract with any Governmental Entity which relate to, or are necessary to conduct Companys business at
the Leased Facilities or to own the Acquired Assets.

Liens shall mean any mortgage, pledge, hypothecation, claim,
security interest, encumbrance, lease, sublease, license, occupancy agreement, adverse claim or interest, easement, covenant, encroachment, title defect, title retention agreement, voting trust agreement, equity, option, lien, right of first
refusal, charge or other restrictions or limitations of any nature whatsoever.

Order shall mean any (a) order,
judgment, injunction, edict, decree, ruling, pronouncement, determination, decision, opinion, verdict, sentence, subpoena, writ or award issued, made, entered, rendered or otherwise put into effect by or under the authority of any court,
administrative agency or other Governmental Entity or any arbitrator or arbitration panel in connection with any Proceeding or (b) contract with any Governmental Entity entered into in connection with any Proceeding.

Parent shall have the mean set forth in the introduction to this Agreement.

Person means a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture, Governmental Entity or other entity or organization.

Plan means each
deferred compensation and each bonus or other incentive compensation, stock purchase, stock option and other equity compensation plan, program, agreement or arrangement; each severance or termination pay, medical; surgical, hospitalization, life
insurance and other welfare plan, fund or program (within the meaning of Section 3(1) of ERISA); each profit-sharing, stock bonus or other pension plan, fund or program (within the meaning of Section 3(2) of ERISA);
each employment, termination, retention or severance plan, agreement or arrangement; and each other employee benefit plan, fund, program, agreement or arrangement, in each case, that is sponsored, maintained or contributed to or required to be
contributed to by the Company or an ERISA Affiliate, that together with the Company would be deemed a single employer within the meaning of Section 4001(b) of ERISA, or to which the Company or an ERISA Affiliate is party, whether
written or oral, for the benefit of any employee or former employee of the Company or any former Subsidiary of the Company.



Exhibit A



---

Proceeding means any litigation, arbitration, bankruptcy, insolvency or other
proceeding.

Purchase Price has the meaning set forth in Section 1.2.

Purchaser has the meaning set forth in the introduction to this Agreement.

Rampage Stores has the meaning set forth in the first Whereas clause to this Agreement.

Rampage Store Employees means any past or current employee of the Company employed at the Leased Facilities on or prior to the Initial
Effective Date or the Second Effective Date, as the case may be.

Required Consents has the meaning set forth in
Section 3.7.

Retained Liabilities has the meaning set forth in Section 1.5.

Second Effective Date has the meaning set forth in Section 2.1.2.

Second Effective Date Company Transfer Deliveries has the meaning set forth in Section 2.2.2.

Tax or Taxes means any taxes, including all Federal, state, local, foreign and other income, gross receipts,
franchise, capital stock, royalty, withholding, payroll, social security, unemployment, disability, real property, personal property, sales, use, ad valorem, excise, transfer, profits, license, customs, estimated, severance, stamp, occupation and
any other taxes, including any interest, penalties or additions on or to the foregoing.

Third Parties means any Person
other than the Company, Purchaser or any of their respective Affiliates.

Third Party Recoveries has the meaning set
forth in Section 7.2.3.

Transaction Documents means this Agreement, the Exhibits attached hereto, the Schedules
delivered pursuant hereto, the items delivered on the applicable Effective Date pursuant to Sections 2.2.1(ii) through 2.2.1(vi) or 2.2.2(ii) through 2.2.2(vi), as applicable.

Transferred Books and Records has the meaning set forth in Section 1.1.5.

WARN Act means the Worker Adjustment and Retraining Notification Act of 1988, as amended, and any similar Law relating to plant
closings and layoffs.



Exhibit A



---

EXHIBIT B

RAMPAGE STORES



|                           |  |                     |  |                                               |  |                 |  |       |  |           
|-------------------------- |  | ------------------- |  | --------------------------------------------- |  | --------------- |  | ----- |  | ----------
|LOCATION                   |  | LANDLORD            |  | STREET ADDRESS                                |  | CITY            |  | STATE |  | ZIP       
|Sherman Oaks               |  | Westfield           |  | 14006 Riverside Drive, Space #35              |  | Sherman Oaks    |  | CA    |  | 91423     
|                           |  |                     |  |                                               | 
|Beverly Center             |  | Taubman             |  | 121 North La Cienega, Space #684              |  | Los Angeles     |  | CA    |  | 90048     
|                           |  |                     |  |                                               | 
|Garden State Plaza         |  | Westfield           |  | 1 Garden State Plaza, Space # C-7             |  | Paramus         |  | NJ    |  | 07652     
|                           |  |                     |  |                                               | 
|Arizona Mills              |  | Mills               |  | 5000 Arizona Mills Circle, Space #620         |  | Tempe           |  | AZ    |  | 85282     
|                           |  |                     |  |                                               | 
|Palisades Center           |  | Pyramid             |  | 1532 Palisades Center Drive                   |  | West Nyack      |  | NY    |  | 10994     
|                           |  |                     |  |                                               | 
|Boulevard Mall             |  | General Growth      |  | 3570 South Maryland Parkway                   |  | Las Vegas       |  | NV    |  | 89109     
|                           |  |                     |  |                                               | 
|Mill Creek/Mall of Georgia |  | Simon               |  | 3333 Buford Drive, Space #1092                |  | Buford          |  | GA    |  | 30519     
|                           |  |                     |  |                                               | 
|Water Tower Place          |  | General Growth      |  | 845 North Michigan Avenue, Space #410         |  | Chicago         |  | IL    |  | 60611     
|                           |  |                     |  |                                               | 
|Mission Viejo              |  | Simon               |  | 624A The Shops at Mission Viejo               |  | Mission Viejo   |  | CA    |  | 92691     
|                           |  |                     |  |                                               | 
|Florida Mall               |  | Simon               |  | 8001 South Orange Blossom Trail, Space #1214  |  | Orlando         |  | FL    |  | 32809     
|                           |  |                     |  |                                               | 
|Crossgates Mall            |  | Pyramid             |  | 1 Crossgates Mall Road, Space #D107           |  | Albany          |  | NY    |  | 12203     
|                           |  |                     |  |                                               | 
|Stonebriar Centre          |  | General Growth      |  | 2601 Preston Road, Space #1046                |  | Frisco          |  | TX    |  | 75034     
|                           |  |                     |  |                                               | 
|Emerald Square Mall        |  | Simon               |  | 999 South Washington, Space #W-149            |  | North Attleboro |  | MA    |  | 02760     
|                           |  |                     |  |                                               | 
|Danbury Fair               |  | Macerich            |  | 7 Backus Avenue, Space #F110-111              |  | Danbury         |  | CT    |  | 06810     
|                           |  |                     |  |                                               | 
|Town Ctr. @ Boca Raton     |  | Simon               |  | 6000 West Glades Road, Space #1031A           |  | Boca Raton      |  | FL    |  | 33431     
|                           |  |                     |  |                                               | 
|Valley Fair                |  | Westfield           |  | 2855 Stevens Creek Blvd., Suite #2529         |  | San Jose        |  | CA    |  | 95050     
|                           |  |                     |  |                                               | 
|Freehold Raceway Mall      |  | Macerich            |  | 3710 Route 9, Space #G-100                    |  | Freehold        |  | NJ    |  | 07728     
|                           |  |                     |  |                                               | 
|La Cumbre Plaza            |  | Macerich            |  | 120 South Hope Avenue, Space #F-118           |  | Santa Barbara   |  | CA    |  | 93105     
|                           |  |                     |  |                                               | 
|Mall of America            |  | Simon               |  | 60 East Broadway, Space #N120                 |  | Bloomington     |  | MN    |  | 55425     
|                           |  |                     |  |                                               | 
|Orland Square              |  | Simon               |  | 436 Orland Square, Space #D08                 |  | Orland Park     |  | IL    |  | 60462     
|                           |  |                     |  |                                               | 
|Miami International        |  | Simon               |  | 1455 NW 107 Avenue, Space #244                |  | Miami           |  | FL    |  | 33172     
|                           |  |                     |  |                                               | 
|Chandler Fashion Center    |  | Macerich            |  | 3111 West Chandler Blvd., Space #1032         |  | Chandler        |  | AZ    |  | 85226     
|                           |  |                     |  |                                               | 
|Robinson Town Centre       |  | Forest City         |  | 100 Robinson Centre Dr., Space #1230          |  | Pittsburgh      |  | PA    |  | 15205     
|                           |  |                     |  |                                               | 
|Woodbridge Mall            |  | General Growth      |  | 393 Woodbridge Center Drive                   |  | Woodbridge      |  | NJ    |  | 07095     
|                           |  |                     |  |                                               | 
|King of Prussia            |  | Simon               |  | 160 N. Gulph Road, Suite 2322                 |  | King of Prussia |  | PA    |  | 19406     
|                           |  |                     |  |                                               | 
|Brandon Town Center        |  | Westfield           |  | 459 Brandon Town Center, Space #446           |  | Brandon         |  | FL    |  | 33511     
|                           |  |                     |  |                                               | 
|West County Mall           |  | Westfield           |  | 26 West County Center, Space #1080            |  | Des Peres       |  | MO    |  | 63131     
|                           |  |                     |  |                                               | 
|Fashion Show               |  | General Growth      |  | 3200 Las Vegas Blvd. So., Space # 1000        |  | Las Vegas       |  | NV    |  | 89109-2692
|                           |  |                     |  |                                               | 
|Mayfair Mall               |  | General Growth      |  | 2500 North Mayfair Road, Space # 624          |  | Wauwatosa       |  | WI    |  | 53226     
|                           |  |                     |  |                                               | 
|Woodfield Mall             |  | Taubman             |  | 5 Woodfield Mall, Space #102                  |  | Schaumburg      |  | IL    |  | 60173     
|                           |  |                     |  |                                               | 
|Tri-County Mall            |  | Thor                |  | 11700 Princeton Pike, Space D203              |  | Cincinnati      |  | OH    |  | 45246-2519
|                           |  |                     |  |                                               | 
|Monmouth Mall              |  | Vornado RealtyTrust |  | 1230 Monmouth Mall, Route 35, Space 2142/2144 |  | Monmouth        |  | NJ    |  | 07724     
|                           |  |                     |  |                                               | 
|Pembroke Lakes             |  | General Growth      |  | 11401 Pines Blvd, Space 552                   |  | Pembroke Pines  |  | FL    |  | 33026     



Exhibit B



---

|                         |  |                |  |                                            |  |                |  |       |  |      
|------------------------ |  | -------------- |  | ------------------------------------------ |  | -------------- |  | ----- |  | -----
|LOCATION                 |  | LANDLORD       |  | STREET ADDRESS                             |  | CITY           |  | STATE |  | ZIP  
|Colorado Mills           |  | Mills          |  | 1500 W. Colfax Avenue, Space 263           |  | Lakewood       |  | CO    |  | 80401
|                         |  |                |  |                                            | 
|Fox Valley               |  | Westfield      |  | 195 Fox Valley Center Space B9A            |  | Aurora         |  | IL    |  | 60504
|                         |  |                |  |                                            | 
|Montgomery Mall          |  | Westfield      |  | 7101 Democracy Blvd, Space 2036            |  | Bethesda       |  | MD    |  | 20817
|                         |  |                |  |                                            | 
|Parks Arlington          |  | General Growth |  | 3811 South Cooper Street, Space 1150       |  | Arlington      |  | TX    |  | 76015
|                         |  |                |  |                                            | 
|Dallas Galleria          |  | General Growth |  | 13350 Dallas Parkway, Space 2530           |  | Dallas         |  | TX    |  | 75240
|                         |  |                |  |                                            | 
|Discover Mills           |  | Mills          |  | 5900 Sugarloaf Parkway, Space 242          |  | Lawrenceville  |  | GA    |  | 30043
|                         |  |                |  |                                            | 
|Twelve Oaks              |  | Taubman        |  | 27500 Novi Road, Space D265                |  | Novi           |  | MI    |  | 48377
|                         |  |                |  |                                            | 
|Town Center at Cobb      |  | Simon          |  | 400 Ernest W. Barrett Parkway, Sp#M-12A    |  | Kennesaw       |  | GA    |  | 30144
|                         |  |                |  |                                            | 
|Fair Oaks                |  | Taubman        |  | 11750 Fair Oaks, Sp# 127                   |  | Fairfax        |  | VA    |  | 22033
|                         |  |                |  |                                            | 
|Jordan Creek Town Center |  | General Growth |  | 101 Jordan Creek Parkway, Sp# 1050         |  | West DesMoines |  | IA    |  | 50266
|                         |  |                |  |                                            | 
|Mall at Rockingham       |  | Simon          |  | 99 Rockingham Park Boulevard, Space E-127A |  | Salem          |  | NH    |  | 03079



Exhibit B



---

EXHIBIT C

ASSUMED CONTRACTS

None.



Exhibit C