0000950134-05-005364 Sample Contracts

FIRST AMENDMENT TO PURCHASE AGREEMENT
Purchase Agreement • March 17th, 2005 • Gadzooks Inc • Retail-family clothing stores • Texas

This FIRST AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”) is dated as of February 22, 2005, by and among Gadzooks, Inc., a Texas corporation (the “Company”), and Gadzooks 21, Inc., a Delaware corporation (“Purchaser”). Capitalized terms used but not defined elsewhere in the text of this Amendment are used as defined in the Purchase Agreement (defined below).

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March 11, 2005
Purchase Agreement • March 17th, 2005 • Gadzooks Inc • Retail-family clothing stores

Reference is made to that certain Purchase Agreement dated as of February 16, 2005 (as amended, the “Purchase Agreement”) by and among Gadzooks, Inc., a Delaware corporation (the “Company”), Gadzooks 21, Inc., a Delaware corporation (“Purchaser”), and, solely for purposes of Sections 1.1(c), 3.2(b), 3.2(d), 3.3, 3.5 and 9.3 thereof, Forever 21, Inc., a Delaware corporation. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Purchase Agreement. In connection with the Closing, the Company and Purchaser hereby agree as follows:

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