AGREEMENT AND PLAN OF MERGERMerger Agreement • February 19th, 2021 • Apex Global Brands Inc. • Women's, misses', and juniors outerwear • New York
This Agreement and Plan of Merger (this “Agreement”), is entered into as of February 16, 2021, by and among Apex Global Brands Inc., a Delaware corporation (the “Company”), Eugene Robin, solely with respect to Sections 2.09, 6.18, 6.22 and 6.23 and in his capacity as representative, agent and attorney-in-fact (the “Credit Party Representative”), Galaxy Universal LLC, a Delaware limited liability company (“Parent”), and Galaxy Apex Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.01 hereof.
SEVENTH AMENDMENT TO FINANCING AGREEMENT AND FORBEARANCE AGREEMENTFinancing Agreement and Forbearance Agreement • February 19th, 2021 • Apex Global Brands Inc. • Women's, misses', and juniors outerwear • New York
This SEVENTH AMENDMENT TO FINANCING AGREEMENT AND FORBEARANCE AGREEMENT, dated as of February 16, 2021 with retroactive effect as of December 31, 2020 (this “Amendment”), is entered into by and among Apex Global Brands Inc. (formerly known as Cherokee Inc.), a Delaware corporation (the “Parent” and the “U.S. Borrower”), Irene Acquisition Company B.V., a private company with limited liability incorporated under the laws of the Netherlands, having its statutory seat (statutaire zetel) in Amsterdam, the Netherlands and registered with the Dutch trade register under number 67160921 (the “Dutch Borrower” and, together with the U.S. Borrower, each a “Borrower” and collectively, the “Borrowers”), each Guarantor party hereto, the Lenders party hereto which constitute all of the Lenders party to the Financing Agreement as of the date hereof, Callodine Commercial Finance, LLC, a Delaware limited liability company (as successor to Gordon Brothers Finance Company, a Delaware corporation) (“Callodi
CREDIT PARTY REPRESENTATIVE AGREEMENTCredit Party Representative Agreement • February 19th, 2021 • Apex Global Brands Inc. • Women's, misses', and juniors outerwear • Delaware
This Credit Party Representative Agreement (this “Agreement”), dated as of February 16, 2021, is entered into by and among Apex Global Brands Inc., a Delaware corporation (together with all of its Subsidiaries, the “Company”), the Credit Parties (as defined in the Merger Agreement (as defined below)) set forth on Schedule I hereto, Eugene Robin (the “Credit Party Representative”), Galaxy Universal LLC, a Delaware limited liability company (“Parent”), and Galaxy Apex Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Terms used but not defined herein shall have the meaning assigned to such terms in the Merger Agreement.
