0001104659-06-055845 Sample Contracts

NEW YORK & COMPANY, INC. AMENDMENT NO. 5 TO THE STOCKHOLDERS AGREEMENT
Stockholders Agreement • August 17th, 2006 • New York & Company, Inc. • Retail-women's clothing stores • New York

This Amendment (“Amendment”) to the Stockholders Agreement dated as of August 25, 2004 (the “Stockholders Agreement”), by and among New York & Company, Inc., a Delaware corporation (the “Company”) and the Stockholders named therein, is being entered into as of August 16, 2006. Certain capitalized terms used but not defined herein have the meaning attributed to them in the Stockholders Agreement.

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