Common use of FORM OF ASSIGNMENT AND ASSUMPTION Clause in Contracts

FORM OF ASSIGNMENT AND ASSUMPTION. Reference is made to the Credit Agreement dated as of February 17, 2017 (as amended, modified, supplemented or restated hereafter, the “Credit Agreement”) by and among (i) Xxxxx Group Holdings, LLC, a Delaware limited liability company (the “Lead Borrower”), (ii) the Borrowers party thereto from time to time (individually, a “Borrower” and, together with the Lead Borrower, the “Borrowers”), (iii) Xxxxx Group, Inc., a Delaware corporation, (iv) the guarantors party thereto, (v) Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for its own benefit and the benefit of the other Credit Parties referred to therein, (vi) Bank of America, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for its own benefit and the benefit of the other Credit Parties, (vii) the L/C Issuers party thereto, and (viii) the lenders from time to time party thereto (individually, a “Lender” and, collectively, the “Lenders”). All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement. ______________________________ (the “Assignor”) and ___________________ (the “Assignee”) agree as follows:

FORM OF ASSIGNMENT AND ASSUMPTION. Reference is made to the Credit Agreement dated as of February 17October 18, 2017 2010 (as amended, modified, supplemented or restated hereafter, the ““ Credit Agreement”) by and among (i) Xxxxx Group Holdings, LLCBig 5 Corp., a Delaware limited liability company corporation, for itself and as Lead Borrower (in such capacity, the ““ Lead Borrower”), (ii) for the other Borrowers party thereto from time to time (individually, a “Borrower” and, together with the Lead Borrowercollectively, the “Borrowers”), (ii) the Borrowers party thereto from time to time, (iii) Xxxxx Group, Inc.Big 5 Sporting Goods Corporation, a Delaware corporation, as Guarantor (the “Parent”), (iv) the guarantors party theretoXxxxx Fargo Bank, (v) Bank of America, N.A.National Association, as administrative agent (in such capacity, the “Administrative Agent”) for its own benefit and the benefit of the other Credit Parties referred to therein, (viiv) Bank of AmericaXxxxx Fargo Bank, N.A.National Association, as collateral agent (in such capacity, the “Collateral Agent”) for its own benefit and the benefit of the other Credit Parties, (viiv) the Xxxxx Fargo Bank, National Association, as L/C Issuers party theretoIssuer, and (viiivi) the lenders from time to time party thereto (individually, a “Lender” and, collectively, the “Lenders”). All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement. ______________________________ (the “Assignor”) and ___________________ (the “Assignee”) agree as follows:

FORM OF ASSIGNMENT AND ASSUMPTION. Reference is made to the Credit Term Loan Agreement dated as of February 17March 15, 2017 (as amended, modified, supplemented or restated hereafter, the “Credit Agreement”) by and among (i) Xxxxx Group Holdings, LLC, a Delaware limited liability company (the “Lead Borrower”), (ii) the other Borrowers party thereto from time to time (individually, a “Borrower” and, together with the Lead Borrower, the “Borrowers”), (iii) Xxxxx Group, Inc., a Delaware corporation, as the Parent, (iv) the others guarantors party thereto, (v) Bank of America, N.A.Owl Rock Capital Corporation, as administrative agent (in such capacity, the “Administrative Agent”) for its own benefit and the benefit of the other Credit Parties referred to therein, (vi) Bank of America, N.A.Owl Rock Capital Corporation, as collateral agent (in such capacity, the “Collateral Agent”) for its own benefit and the benefit of the other Credit Parties, and (vii) the L/C Issuers party thereto, and (viii) the lenders from time to time party thereto (individually, a “Lender” and, collectively, the “Lenders”). All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement. ______________________________ (the “Assignor”) and ___________________ (the “Assignee”) agree as follows:

FORM OF ASSIGNMENT AND ASSUMPTION. Reference is made to the Credit Agreement dated as of February 17January 24, 2017 2014 (as amended, modified, supplemented or restated hereafter, the “Credit Agreement”) by and among (i) Xxxxx Group HoldingsNew Xxxxxxxxx’x, LLCInc., a Delaware limited liability company an Ohio corporation (the “Lead Borrower”), (ii) the Borrowers party thereto from time to time (individually, a “Borrower” and, together with the Lead Borrower, the “Borrowers”), (iii) Xxxxx Group, Inc.NAI Holdings LLC, a Delaware corporationlimited liability company, (iv) the guarantors party thereto, (v) Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for its own benefit and the benefit of the other Credit Parties referred to therein, (vi) Bank of America, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for its own benefit and the benefit of the other Credit Parties, (vii) the L/C Issuers party thereto, and (viii) the lenders from time to time party thereto (individually, a “Lender” and, collectively, the “Lenders”)) and (viii) the L/C Issuers from time to time party thereto. All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement. ______________________________ (the “Assignor”) and ___________________ (the “Assignee”) agree as follows: