0001299933-07-003856 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • June 26th, 2007 • Innovo Group Inc • Miscellaneous fabricated textile products • California

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 25th day of June, 2007, by and among Joseph M. Dahan (“Employee”) and Innovo Group Inc., a Delaware corporation (the “Company”).

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PLAN OF MERGER
Plan of Merger • June 26th, 2007 • Innovo Group Inc • Miscellaneous fabricated textile products

This Amended and Restated Plan of Merger (“Plan of Merger”) is dated as of June 25, 2007, by and among Innovo Group Inc., a Delaware corporation (“Acquiror”), Joe’s Jeans, Inc., a Delaware corporation and a wholly owned subsidiary of Acquiror (“Merger Sub”), JD Holdings, Inc., a California corporation (“Seller”) and Joseph M. Dahan, a California resident (“Stockholder”). Each of Acquiror, Merger Sub, Seller and Stockholder is a “party” to this Agreement, and one or more of them are “parties” hereto, as the context may require.

COLLATERAL PROTECTION AGREEMENT
Collateral Protection Agreement • June 26th, 2007 • Innovo Group Inc • Miscellaneous fabricated textile products

This Third Amendment to the Collateral Protection Agreement (“First Amendment”) is entered into as of June 25, 2007, by and between JD Holdings Inc., a California corporation (“JD Holdings”), and Innovo Group, Inc., a Delaware corporation (collectively, with its subsidiary Joe’s Jeans, Inc., “Innovo”).

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • June 26th, 2007 • Innovo Group Inc • Miscellaneous fabricated textile products

This First Amendment to the Agreement and Plan of Merger (“First Amendment”) is entered into as of June 25, 2007, by and among Innovo Group Inc., a Delaware corporation (“Acquiror”), Joe’s Jeans, Inc., a Delaware corporation (“Merger Sub”), JD Holdings, Inc., a California corporation (“Seller”) and Joseph M. Dahan, a resident of California (“Stockholder”). Each of Acquiror, Merger Sub, Seller and Stockholder is a party (“party”) hereto, and one or more of them are parties (“parties”) to this Agreement as the context may require. All capitalize terms not otherwise defined herein shall have the same meaning as set forth in the original Agreement and Plan of Merger.

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