0001193125-13-290855 Sample Contracts

SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • July 15th, 2013 • Simon Worldwide Inc • Apparel & other finishd prods of fabrics & similar matl • Massachusetts

This Subscription Agent Agreement (the “Agreement”) is made as of July 11, 2013 by and among Simon Worldwide, Inc., (the “ Company”), Computershare Inc., a Delaware corporation and its wholly-owned subsidiary Computershare Trust Company, N.A., a national banking association (collectively, the “Agent” or individually “Computershare” and the “Trust Company”, respectively). All terms not defined herein shall have the meaning given in the prospectus (the “Prospectus”) included in the (Registration Statement on Form S-1, File No. 333-189020 filed by the Company with the Securities and Exchange Commission on May 31, 2013, as amended by any amendment filed with respect thereto (the “Registration Statement”).

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AMENDMENT NO. 1 TO EXECUTIVE SERVICES AGREEMENT
Executive Services Agreement • July 15th, 2013 • Simon Worldwide Inc • Apparel & other finishd prods of fabrics & similar matl

This Amendment No. 1 to Executive Services Agreement is made as of May 3, 2004 by and between Simon Worldwide, Inc. (the “Company”) and Joseph Bartlett (the “Executive”).

AMENDMENT NO. 2 TO EXECUTIVE SERVICES AGREEMENT
Executive Services Agreement • July 15th, 2013 • Simon Worldwide Inc • Apparel & other finishd prods of fabrics & similar matl

This Amendment No. 2 to Executive Services Agreement is made as of March 27, 2006 by and between Simon Worldwide, Inc. (the “Company”) and Terrence Wallock (the “Executive”).

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