0001047469-04-004640 Sample Contracts

Indemnification Agreement
Indemnification Agreement • February 17th, 2004 • Cherokee International Corp • Electronic components, nec • Delaware

This INDEMNIFICATION AGREEMENT, effective as of February , 2004, is entered into by and between Cherokee International Corporation, a Delaware corporation (the "Company"), and (the "Indemnitee").

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7,590,000 Shares CHEROKEE INTERNATIONAL CORPORATION Common Stock UNDERWRITING AGREEMENT
Stock Underwriting Agreement • February 17th, 2004 • Cherokee International Corp • Electronic components, nec • New York

CREDIT SUISSE FIRST BOSTON LLC LEHMAN BROTHERS INC. STEPHENS INC. UBS SECURITIES, LLC, As Representatives of the Several Underwriters, c/o Credit Suisse First Boston LLC, Eleven Madison Avenue, ' New York, N.Y. 10010-3629

STOCKHOLDERS' AGREEMENT BY AND AMONG CHEROKEE INTERNATIONAL CORPORATION AND ITS SECURITY HOLDERS PARTY HERETO Dated as of November 27, 2002
Stockholders' Agreement • February 17th, 2004 • Cherokee International Corp • Electronic components, nec • Delaware

THIS STOCKHOLDERS' AGREEMENT (this "Agreement"), dated as of November 27, 2002, is entered into by and among Cherokee International Corporation, a Delaware corporation (the "Company"), and each of the other parties executing or deemed to have executed a counterpart signature page hereof.

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