0001193125-04-212390 Sample Contracts

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 14th, 2004 • Wet Seal Inc • Retail-women's clothing stores • New York

The convertible notes and warrants were originally issued by us in transactions exempt from the registration requirements of the 1933 Act to persons reasonably believed to be “accredited investors” as defined in Regulation D under the 1933 Act. The shares of class A common stock being offered by the selling securityholders are issuable upon conversion of the convertible notes, upon exercise of the warrants and as interest on the convertible notes. For additional information regarding the convertible notes and warrants, see “Private Placement of Convertible Notes and Warrants” above. We are registering the convertible notes and warrants and shares of class A common stock in order to permit the selling securityholders to offer the convertible notes, warrants and shares for resale from time to time. Except for the ownership of the convertible notes and the warrants and the purchase of securities from the Company on November , 2004, the selling stockholders have not had any material relati

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AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 14th, 2004 • Wet Seal Inc • Retail-women's clothing stores • New York
AMENDED AND RESTATED FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 14th, 2004 • Wet Seal Inc • Retail-women's clothing stores

This Amended and Restated First Amendment to Amended and Restated Credit Agreement (the “First Amendment”) is made as of the 13th day of December, 2004 by and among

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