0001477932-15-007260 Sample Contracts

FIFTH AMENDMENT TO FINANCING AGREEMENT
Financing Agreement • November 20th, 2015 • Peekay Boutiques, Inc. • Retail-retail stores, nec • New York

FIFTH AMENDMENT, dated as of October 31, 2015 (this "Amendment"), to the Financing Agreement, dated as of December 31, 2012 (as previously amended, the "Financing Agreement"), by and among Christals Acquisition, LLC, a Delaware limited liability company (the "Parent"), Peekay Acquisition, LLC, a Delaware limited liability company ("Peekay Acquisition"), the subsidiaries of Peekay Acquisition listed as Borrowers on the signature pages thereto (together with Peekay Acquisition, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a "Guarantor" hereunder or otherwise guaranties all or any part of the Obligations (as defined therein), each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party thereto (each a "Lender" and collectively, the "Lenders"), Cortland Capital Market Servic

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TERMINATION AGREEMENT
Termination Agreement • November 20th, 2015 • Peekay Boutiques, Inc. • Retail-retail stores, nec • New York

THIS TERMINATION AGREEMENT (the "Termination Agreement") is entered into effective as of November 19, 2015 by and among Peekay Acquisition, LLC, a Delaware limited liability company (the "Company"), Christals Management, LLC, a Delaware limited liability company ("Christals"), and CP IV SPV, LLC, a Delaware limited liability company ("CP IV," and together with Christals, the "Consultants"). Each of the Company, Christals and CP IV is referred to in this Termination Agreement individually as a "Party" and collectively as the "Parties." Capitalized terms used, but not otherwise defined, in this Termination Agreement have the meanings ascribed to them in the Agreement (as defined below).

SIXTH AMENDMENT TO FINANCING AGREEMENT
Financing Agreement • November 20th, 2015 • Peekay Boutiques, Inc. • Retail-retail stores, nec • New York

SIXTH AMENDMENT, dated as of November 19, 2015 (this "Amendment"), to the Financing Agreement, dated as of December 31, 2012 (as previously amended, the "Financing Agreement"), by and among Christals Acquisition, LLC, a Delaware limited liability company (the "Parent"), Peekay Acquisition, LLC, a Delaware limited liability company ("Peekay Acquisition"), the subsidiaries of Peekay Acquisition listed as Borrowers on the signature pages thereto (together with Peekay Acquisition, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages thereto (together with the Parent and each other Person that executes a joinder agreement and becomes a "Guarantor" hereunder or otherwise guaranties all or any part of the Obligations (as defined therein), each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party thereto (each a "Lender" and collectively, the "Lenders"), Cortland Capital Market Servi

DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • November 20th, 2015 • Peekay Boutiques, Inc. • Retail-retail stores, nec • Washington

THIS DEBT CONVERSION AGREEMENT (this "Agreement") is made and entered into as of November 17, 2015, by and among Peekay Boutiques, Inc., a Nevada corporation (the "Company"), the holders of the Christals seller notes (the "Christals Creditors") listed on the Schedule of Creditors (the "Schedule of Creditors") attached hereto as Exhibit A and the holders of the Peekay seller notes listed on the Schedule of Creditors (the "Peekay Creditors" and, together with the Christals Creditors, individually, a "Creditor" and collectively, the "Creditors"). This Agreement shall not become effective until each Creditor identified on the Schedule of Creditors has signed this Agreement.

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