Exhibit 10.1

CHEROKEE INC.

COMMON   STOCK PURCHASE AGREEMENT

This  COMMON STOCK PURCHASE AGREEMENT (the “ Agreement ”) is made as of August [●], 2017 (“ Effective Date ”), by and between CHEROKEE INC ., a Delaware corporation (the “ Company ”), and [●], a [●] (the “ Investor ”).

WHEREAS , the Company is party to that certain Financing Agreement, dated as of December 7, 2016 (as amended, restated, supplemented or otherwise modified from time to time, including by that certain Amendment No. 1 to Financing Agreement, dated as of [the date hereof] (such amendment, the “ Financing Agreement Amendment ”), the “ Financing Agreement ”), by and among the Company, 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 lenders from time to time party thereto, Cerberus Business Finance, LLC, a Delaware limited liability company (“ Cerberus ”), and certain other parties party thereto;

WHEREAS ,  pursuant to the terms of the Financing Agreement (as amended by the Financing Agreement Amendment upon the effectiveness thereof), the Company must have a certain amount of Availability plus Qualified Cash (as such terms are defined in the Financing Agreement) and in the event that the Company does not have at least such amount of Availability plus Qualified Cash, Cerberus may deliver a notice to the Company requiring the Company to raise additional cash through the sale of equity interests (a  “ Cash Raise Notice ”);

WHEREAS , in order to comply with the foregoing obligations in the Financing Agreement, the Company is contemporaneously entering into this Agreement and common stock purchase agreements (“ Other Agreements ”) with other investors (“ Other Investors ”);  

WHEREAS , the Company and the Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “ Securities Act ”), and Rule 506 of Regulation D (“ Regulation D ”) as promulgated by the United States Securities and Exchange Commission (the “ Commission ”) under the Securities Act;

WHEREAS , the Investor desires to purchase and the Company desires to issue and sell shares of its common stock, par value $0.02 per share (the “ Common Stock ”) on the terms set forth herein; and

WHEREAS ,  pursuant to the Financing Agreement Amendment (upon the effectiveness thereof), Cerberus may deliver to the Company one or more additional Cash Raise Notices.  In consideration of the Investor committing to purchase additional shares of Common Stock of the Company at one or more Subsequent Closings (as defined below) for an aggregate amount of no less than the Initial Consideration (as defined below), the parties desire for Company to deliver to the Investor at the Initial Closing a warrant in favor of the Investor to purchase the number of additional shares of Common Stock equal to 25% of the number of shares  of Common Stock which could be purchased for the aggregate Subsequent Closing Consideration

at the Initial Price Per Share (as defined below) , substantially in the form attached hereto as Exhibit A (the “ Warrant ”).  The Investor shall indicate its commitment to purchase such Subsequent Closing Shares by initialing Section 1(b) below.

NOW, THEREFORE, THE PARTIES HEREBY AGREE as follows:

1.           Sale of Common Stock .    

(a)        The Company hereby agrees to sell to the Investor and the Investor hereby agrees to purchase up to [●] shares of Common Stock ( “ Initial Closing Shares ” ) at a purchase price of $[ ● ] per share (“ Initial Per Share Price ”)  for aggregate consideration of $[●] (“ Initial Consideration ”), subject to the rights and limitations set forth herein.

(b)         The purchase and sale of the Initial Closing Shares shall take place at the offices of Morrison & Foerster LLP, 12531 High Bluff Drive, Suite 100, San Diego, California 92130, at such time as the Company and the Investor mutually agree upon orally or in writing but in no event later than August [●], 2017 (which time is designated as the “ Initial Closing ”).

(c)        The Investor, by initialing below, hereby commits to purchase, upon and subject to receipt by the Company of a Cash Raise Notice and the Company’s delivery to the Investor on or prior to March 5, 2018 (“ Outside Date ”) of a written notice (a “ Company Notice ”) specifying the purchase price and the number of shares of Common Stock (“ Subsequent Closing Shares ”) which the Investor is required to purchase at the applicable Subsequent Closing, for consideration in an aggregate amount for all Subsequent Closings of up to $[●] (“ Subsequent Closing Consideration ”).  The price to be paid for the Subsequent Closing Shares shall be the lesser of the Initial Per Share Price, the closing price of the shares of Common Stock on the day before the Company Notice is sent or 90% of the average closing price of the Company’s shares of Common Stock for the 20 days immediately prior to the sending of such Company Notice (the “ Subsequent Per Share Price ”).  In exchange for the Investor agreeing to be bound by this  Section 1(c) , the Company shall issue to the Investor the Warrant. 

Investor agrees to be bound by Section 1(c)     ________

Provided that the aggregate Subsequent Closing Shares under this Agreement and the Other Agreements, when added with the Initial Closing Shares under this Agreement and the Other Agreements, shall not exceed 19.9% of the shares of Common Stock outstanding as of the date hereof.

(d)        The purchase and sale of Subsequent Closing Shares shall take place at the offices of Morrison & Foerster LLP, 12531 High Bluff Drive, Suite 100, San Diego, CA 92130, five (5) days following delivery of the Company Notice or at such other time and place as the Company and the Investor mutually agree in writing (each time and place is designated as the “ Subsequent Closing ”  and collectively the “ Subsequent Closings ”  and together with the Initial Closing, the “ Closings ”).

(e)        The Investor is hereby irrevocably bound to purchase the Initial Closing Shares and consummate the Initial Closing as set forth above and if the Investor initialed Section 1(c)

above, then the Investor is also irrevocably bound to purchase the Subsequent Closing Shares and consummate the Subsequent Closing as set forth above.

2.           Payment of Purchase Price .   At each Closing, the Company shall sell to the Investor the Initial Closing Shares or Subsequent Closing Shares, as applicable, against payment of the purchase price therefor by check or wire transfer of immediately available funds in U.S. dollars.

3.           Representations and Warranties of the Company .  The Company hereby represents and warrants to the Investor that, as of the date hereof and as of each Closing:

(a)         Organization, Good Standing and Qualification .  The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted.

(b)         Authorization .  All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder, and the authorization, issuance, sale and delivery of the Shares has been taken or will be taken prior to such Closing.  This Agreement constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(c)         Valid Issuance of Common Stock .  The Shares purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable.

4.           Investor Representations .  In connection with the purchase of the Shares, the Investor represents to the Company the following:

(a)        The Investor is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares.  The Investor has not relied on any information or representations with respect to the Company or the offering of the Shares, other than as expressly set forth herein.  The Investor understands that no person has been authorized to give any information or to make any representations other than those expressly contained herein.

(b)        The Investor further warrants and represents that the Investor has either (i) preexisting personal or business relationships, with the Company or any of its officers, directors or controlling persons, or (ii) the capacity to protect its own interests in connection with the purchase of the Shares by virtue of the business or financial expertise of itself or of professional advisors to the Investor who are unaffiliated with and who are not compensated by the Company or any of its affiliates, directly or indirectly.

(c)        The Investor understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. In this connection, the Investor understands that, in the view of the Commission, the statutory basis for such exemption may not be present if the Investor’s representations meant that the Investor’s present intention was to hold the Shares for a minimum capital gains period under applicable tax statutes, for a deferred sale, for a market rise, for a sale if the market does not rise, or for a year or any other fixed period in the future.  The Investor further represents that the Investor is purchasing the Shares for the Investor’s own account and not with a view to or for sale in connection with any distribution of the Shares.

(d)        The Investor understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Investor further acknowledges and understands that the Company is under no obligation to register or qualify the Shares for resale. Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and requirements relating to the Company which are outside of the Investor’s control, and which the Company is under no obligation and may not be able to satisfy.  As a consequence, the undersigned understands that he, she or it must bear the economic risks of the investment in the Shares for an indefinite period of time;

(e)        The Investor represents that the Investor is an “accredited investor” as that term is defined in Rule 501 of Regulation D.

(f)        The Investor represents that Investor has consulted with the Investor’s own tax, investment and legal advisors with respect to the federal, state, local and foreign tax consequences arising from the Investor’s purchase of the Shares to the extent Investor has determined it necessary to protect the Investor’s own interest in connection with a subscription for the Shares in view of the Investor’s prior financial experience and present financial condition, and has relied on the Investor’s own analysis and investigation and that of the Investor’s advisors in determining whether to invest in the Shares.  The Investor further acknowledges and agrees that the Investor (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.

(g)        The Investor represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares.  The Investor’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Investor’s jurisdiction.

(h)        The Investor has not used any person as a “Purchaser Representative” within the meaning of Regulation D to represent it in determining whether it should purchase the Securities.

(i)         The Investor has all requisite power and capacity (if the Investor is an individual) or authority (if the Investor is an entity) to enter into this Agreement and to perform all the obligations required to be performed by the undersigned hereunder.

5.           Stock Certificate Legends .  The share certificate evidencing the Shares issued hereunder shall be endorsed with the following legends:

(a)        THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

(b)        Any legend required by any applicable state securities laws.

6.           Indemnification/No Waiver .  The Investor hereby agrees to indemnify and hold harmless the Company and its officers, directors, employees, affiliates or agents (collectively, the “ Indemnified Parties ”) from and against any and all claims, loss, damage, or liability (including costs of investigation, defense and attorneys’ fees) due to or arising out of their reliance upon the Investor’s representations contained herein.  If the Investor later makes a claim against any of the Indemnified Parties that is inconsistent with its representations in this Agreement, then the Investor will be in breach of this Agreement and will be liable for any damages the Indemnified Parties suffer as a result of such breach, including the cost of a successful defense of a lawsuit of the kind discussed herein.  Notwithstanding any other representations, warranties, acknowledgments or agreements made herein by the Investor, including the foregoing indemnification covenant, the Investor does not thereby or in any other manner waive any rights granted to him, her or it under federal or state securities laws.

7.           Conditions to Investors’ Obligations at Each Closing .  The obligations of the Investor to purchase the Initial Closing Shares or Subsequent Closing Shares at the Initial Closing or any Subsequent Closing, as applicable, are subject to the fulfillment on or before such Closing of each of the following conditions:

(a)         Representations and Warranties .  The representations and warranties of the Company contained in  Section 3  shall be true on and as of such Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing.

(b)         Performance .  The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before such Closing.

(c)         Compliance Certificate .  An officer of the Company shall deliver to the Investor at such Closing a certificate stating that the conditions specified in Section 7(a) and Section 7(b) have been fulfilled.

(d)         Permits, Qualifications and Consents .     All permits, authorizations, approvals or consents, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be duly obtained and effective as of such Closing.

(e)         Execution and Delivery of the Warrant .  Subject to consummation of the Initial Closing and provided that Investor has agreed to be bound by Section 1(c) , the Company shall deliver to the Investor at the Subsequent Closing a duly executed copy of the Warrant.

(f)         Effectiveness of the Financing Agreement Amendment .  In the case of the Initial Closing, the Financing Agreement Amendment shall have become effective or substantially concurrently with the Initial Closing will become effective.

8.           Conditions to the Company’s Obligations at Each Closing .  The obligations of the Company to sell to the Investor the Initial Closing Shares or Subsequent Closing Shares at the Initial Closing or any Subsequent Closing, as applicable, are subject to the fulfillment on or before such Closing of each of the following conditions:

(a)         Representations and Warranties .     The representations and warranties of such Investor contained in Section 4 shall be true on and as of such Closing with the same force and effect as though such representations and warranties had been made on and as of the date of such Closing.

(b)         Payment of Purchase Price .     The Investor shall have delivered to the Company (x) in the case of the Initial Closing, the Initial Per Share Price multiplied by the number of Initial Closing Shares or (y) in the case of any Subsequent Closing, the applicable Subsequent Per Share Price multiplied by the number of Subsequent Closing Shares.

(c)         Permits, Qualifications and Consents .     All permits, authorizations, approvals, consents or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be duly obtained and effective as of such Closing.

(d)         Effectiveness of the Financing Agreement Amendment .  In the case of the Initial Closing, the Financing Agreement Amendment shall have become effective or substantially concurrently with the Initial Closing will become effective.

9.           Adjustment for Stock Split .  All references to the number of Shares and the purchase price of the Shares in this Agreement shall be appropriately adjusted to reflect any stock split, reverse stock split or stock dividend or other similar change in the Shares which may be made by the Company after the date of this Agreement.

10.         Investor’s Share Limitations .  [Prior to any sale of Shares hereunder, Investor shall determine whether such sale would result in the Investor beneficially owning in excess of

the Beneficial Ownership Limitation (as defined below), in which case the Investor shall provide immediate notice to the Company, and in any event, prior to such sale. The Company shall not effect any sale of Shares, and the Investor shall not have the right to purchase any Shares, pursuant to  Section 1 or otherwise, to the extent that after giving effect to such issuance, the Investor (together with the Investor’s Affiliates  (as defined below), and any other Persons (as defined below) acting as a group together with the Investor or any of the Investor’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation.  For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Investor and its Affiliates shall include the number of Shares issuable at the Closing with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Investor or any of its Affiliates.  Except as set forth in the preceding sentence, for purposes of this Section 10 , beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “ Exchange Act ”), it being acknowledged by the Investor that the Company is not representing to the Investor that such calculation is in compliance with Section 13(d) of the Exchange Act and the Investor is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act.  For purposes of this Section 10 , in determining the number of outstanding shares of Common Stock, Investor may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the purchase (from the Company), conversion or exercise of securities of the Company by the Investor or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported.  The “ Beneficial Ownership Limitation ” shall be 19.9% of the number of shares of the Common Stock outstanding immediately after giving effect to the sale of Shares at such Closing.  The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 10 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to any of the Investor’s permitted successors and assigns of this Agreement.  “ Affiliate ” means, with respect to any Person, each other Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners and, for any Person that is a limited liability company, that Person’s managers and members.  “ Person ” means any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.]    

11.         General Provisions .    

(a)         Governing Law . This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed by the laws of the State of Delaware, without giving effect to principles of conflicts of law.  All disputes and controversies arising out of or in connection with this Agreement shall be resolved exclusively by the state and federal courts located in Los Angeles County in the State of California, and each party hereto agrees to submit to the jurisdiction of said courts and agrees that venue shall lie exclusively with such courts.

(b)         Entire Agreement . This Agreement sets forth the entire agreement between the parties with respect to the purchase of the Shares by the Investor and merges all prior discussions between them.

(c)         Third Party Beneficiaries . 

(i)        Except as set forth in Section 11(c)(ii) below, the parties do not confer any rights or remedies upon any person other than the parties to this Agreement and their respective successors and permitted assigns.

(ii)       The parties hereby designate Cerberus as a third party beneficiary of  Section 1 of this Agreement having the right to enforce Investor’s obligations to purchase the Initial Closing Shares and the Subsequent Closing Shares, as applicable.

(d)         Notice .  Any notice, demand or request required or permitted to be given by either the Company or the Investor pursuant to the terms of this Agreement shall be in writing and shall be deemed given when delivered (i) personally or (ii) on the fifth (5 th ) day after deposit in the U.S. mail, as certified or registered mail, with postage prepaid or the next business day after deposit with a commercial carrier for next day delivery, in each case addressed to such party at the address of such party set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing.

(e)         Finder’s Fee .  Each party represents that it neither is nor will be obligated for any finders’ fee or commission in connection with this transaction.  Investor agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finders’ fee (and the costs and expenses of defending against such liability or asserted liability) for which such Investor or any of its officers, partners, employees or representatives is responsible.  The Company agrees to indemnify and hold harmless Investor from any liability for any commission or compensation in the nature of a finder’s fee (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

(f)         Successors and Assigns . The rights and benefits of the Company under this Agreement shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of the Investor under this Agreement may only be assigned with the prior written consent of the Company and any purported transfer otherwise shall be null and void; provided that Investor may assign its rights and obligations hereunder to its Affiliate without the prior written consent of the Company.

(g)         Amendment; Enforcement of Rights .   No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. Either party’s failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.

(h)         Cooperation .   The Investor agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement.

(i)          Counterparts .   This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

(j)          Electronic and Facsimile Signatures .  Any signature page delivered electronically or by facsimile (including without limitation transmission by .pdf) shall be binding to the same extent as an original signature page, with regard to any agreement subject to the terms hereof or any amendment thereto.  Any party who delivers such a signature page agrees to later deliver an original counterpart to the other party if so requested.

(k)         Severability .   If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

(l)          Attorney’s Fees .  If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs, and disbursements in addition to any other relief to which such party may be entitled. Irrespective of whether any Closing is effected, each party shall pay all respective costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of this Agreement.

(m)        Acknowledgement .  The Investor has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement.

(n)         Titles and Subtitles; Interpretation .  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.  The language in this Agreement shall be construed as to its fair meaning without regard to which party drafted this Agreement.

( Signature Page Follows )

IN   WITNESS WHEREOF,  the parties have duly executed this Agreement as of the Effective Date.

Exhibit A

The Warrant

Exhibit 10.2

Execution Version

AMENDMENT NO. 1 TO FINANCING AGREEMENT

AMENDMENT NO. 1 TO FINANCING AGREEMENT , dated as of August 11, 2017 (this " Amendment "), to the Financing Agreement, dated as of December 7, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the " Financing Agreement "), by and among Cherokee Inc., a Delaware corporation (the " Parent " and, together with each other Person that is a domestic Subsidiary of Parent and executes a joinder agreement and becomes a "U.S. Borrower" thereunder, each a " U.S. Borrower " and, collectively, the " U.S. Borrowers "), 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. Borrowers, each a " Borrower " and collectively, the " Borrowers "), each subsidiary of the Parent listed as a " Guarantor " on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a "Guarantor" thereunder 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 "), Cerberus Business Finance, LLC, a Delaware limited liability company (" Cerberus "), as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the " Collateral Agent "), and Cerberus, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the " Administrative Agent " and together with the Collateral Agent, each an " Agent " and collectively, the " Agents ").

WHEREAS ,  the Loan Parties have requested that the Required Lenders amend certain provisions of the Financing Agreement as more fully set forth herein, and the Required Lenders are willing to amend such provisions of the Financing Agreement on the terms set forth herein;

NOW THEREFORE ,   in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.      Definitions .  All terms used herein that are defined in the Financing Agreement and not otherwise defined herein shall have the meanings assigned to them in the Financing Agreement. 

2.      Amendments . 

(a)        Section 1.01 of the Financing Agreement is hereby amended by:

i.    adding the following defined terms in alphabetical order:

" Amendment No. 1 " means that certain Amendment No. 1 to Financing Agreement, dated as of August 11, 2017, by and among the Parent, the Dutch Borrower, the other Loan Parties party thereto, the Agents and the Lenders party thereto.

" Amendment No. 1 Effective Date " means the date on which all conditions precedent set forth in Section 4 of Amendment No. 1 were satisfied in accordance therewith.

" Equity Purchase Agreements " means one or more common stock purchase agreements, each dated as of August 11, 2017, by and between the Parent and the investor party thereto.

ii.    amending and restating clause (b)(ix) of the definition of "Consolidated EBITDA" to read as follows:

"(ix) any net after-tax extraordinary, nonrecurring or unusual gains or losses or income or expense or charges (less all fees and expenses related thereto) related to consolidation costs, restructuring costs, severance and relocation costs, retention, severance and systems establishment costs (and not related to the Hi-Tec Acquisition), not to exceed $750,000 in the aggregate for any such period, provided that with respect to each such charge, (A) such charge must have been incurred within 12 months from the related action or event and (B) the Parent shall have delivered to the Administrative Agent a certificate of an Authorized Officer specifying and quantifying such charge,"

(b)        Section 2.05(c)(iii) is amended by adding at the end of the second parenthetical therein: ", or any Equity Issuance on the Amendment No. 1 Effective Date which issuance was a condition to effectiveness thereof, or Equity Issuances issued pursuant to Section 7.01(q) or issued pursuant to the commitments to purchase additional shares of Common Stock of the Parent made by one or more investors pursuant to the Equity Purchase Agreement".

(c)        Section 7.01 is amended by adding a new clause (q) thereto as follows:

(q)        If  on any date after the Amendment No. 1 Effective Date but on or prior to February 28, 2018 the Borrowers shall either (x) have Availability plus Qualified Cash in an amount less than $3,000,000 or (y) have failed to provide cash balance reports of the Parent and its Subsidiaries within the time period set forth in Section 7.01(a)(vi) evidencing (together with the amount of Availability at such time) Availability plus Qualified Cash in an amount of at least $3,000,000 (the occurrence of either of the foregoing clauses (x) and (y), a " Liquidity Condition "), the Parent shall, no later than 10 Business Days after the delivery of a written request (a " Demand ") by the Collateral Agent (provided that on the date of such delivery either Liquidity Condition has occurred and is continuing), issue Equity Interests on terms acceptable to the Agents (which Equity Interests, if such Demand is made on or prior to the February 28, 2018, may be sold and purchased pursuant to the Equity Purchase Agreements) yielding net cash proceeds to the Parent therefrom of no less than the amount requested by the Collateral Agent pursuant to such Demand ( provided that (1) such Demand may include amounts necessary to prepay up to the amounts outstanding under the Batra A/R Facility Loan pursuant to Section 7.02(m)(ii)(C) and (2)  the aggregate amount that may be required by such Demands, taken collectively, shall not exceed the amounts described in clause (1) of this proviso plus $4,000,000).  If the Collateral Agent delivers a Demand on or prior to February 28, 2018, the Parent agrees to promptly deliver a written notice to the investors under the Equity Purchase

Agreements to purchase additional shares of Common Stock of the Parent in accordance with the applicable terms of the Equity Purchase Agreements.

(d)        Section 7.02(m)(ii) of the Financing Agreement is amended by amending and restating the proviso to subclause (C) thereof to read as follows:

";   provided that the Batra A/R Facility Loan, notwithstanding that it is Subordinated Indebtedness, may be repaid on or after February 28, 2018 in an aggregate principal amount not to exceed $1,514,645.84 (plus accrued and unpaid interest thereon) (1) with the cash proceeds of the Equity Issuances issued pursuant to the commitments to purchase additional shares of Common Stock of the Parent made by one or more investors pursuant to the Equity Purchase Agreements or (2) otherwise with cash on hand of the Parent, in each case, so long as no Liquidity Condition has occurred and is continuing or would occur after giving effect to such repayment,"

(e)        Section 7.03(a) of the Financing Agreement is amended by amending and restating such Section in its entirety as follows:

Leverage Ratio .  Permit the Leverage Ratio of the Parent and its Subsidiaries, for any period of 4 consecutive fiscal quarters of the Parent and its Subsidiaries for which the last quarter ends on or about a date set forth below to be greater than the ratio set forth opposite such date:

(f)        Section 7.03(b) of the Financing Agreement is amended by amending and restating such Section in its entirety as follows:

Fixed Charge Coverage Ratio .  Permit the Fixed Charge Coverage Ratio of the Parent and its Subsidiaries, for any period of 4 consecutive fiscal quarters of the Parent and its Subsidiaries for which the last quarter ends on or about a date set forth below to be less than the ratio set forth opposite such date:

(g)        Section 9.01(c) of the Financing Agreement is amended by adding the phrase "Section 7.01(q)," immediately following the reference to "Section 7.01(o)".

3.      Waiver . Subject to the satisfaction of the conditions set forth in Section 4 and pursuant to Section 12.02 of the Financing Agreement, the Agents and the Lenders hereby waive any Default or Event of Default arising from the Loan Parties failure to comply with the covenants set forth in Section 7.03(a) and 7.03(b) of the Financing Agreement for the periods ending on or about April 28, 2017.

4.      Conditions to Effectiveness .  This Amendment shall become effective on the date upon which the following conditions are satisfied (the first date upon which each such condition is satisfied, the " Amendment Effective Date "):

(a)        receipt by the Collateral Agent of this Amendment, duly executed by the Loan Parties, each Agent and each Required Lender;

(b)        receipt by the Collateral Agent of duly executed copies of one or more common stock purchase agreements (collectively, the " Equity Purchase Agreements "), each dated as of the date hereof, by and between the Parent and the investor party thereto (such investor or investors, collectively, the " Equity Investors ") pursuant to which the Equity Investors have provided the Company with commitments until February 28, 2018 to purchase additional shares of Common Stock of the Parent in an aggregate amount of not less than (1) the amount necessary to prepay up to the amounts outstanding under the Batra A/R Facility Loan pursuant to Section 7.02(m)(ii)(C) of the Financing Agreement (as amended by this Amendment) plus (2) $4,000,000 in the event of a Liquidity Condition (as such term is defined in Section 2(b) of this Amendment);

(c)        the Parent shall have received net cash proceeds of no less than $4,000,000 from the issuance of Common Stock of the Parent pursuant to the terms of one or more Equity Purchase Agreements; and

(d)        all fees and expenses required to be paid hereunder and under the Financing Agreement and the other Loan Documents shall have been paid.

5.      Representations and Warranties .  Each of the Loan Parties represents and warrants as follows:

(a)        The execution, delivery and performance by such Loan Party of this Amendment have been duly authorized by all necessary action, and such Loan Party has all requisite power, authority and legal right to execute, deliver and perform this Amendment.

(b)        This Amendment is a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with the terms thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity.

(c)        The following statements are true and correct after giving effect to this Amendment:  (i) the representations and warranties contained in Article VI of the Financing Agreement and in each other Loan Document, certificate or other writing delivered to any Agent or any Lender pursuant hereto or thereto on or prior to the Amendment Effective Date are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations or warranties that are already qualified or modified as to "materiality" or "Material Adverse Effect" or words of similar import in the text thereof, which representations and warranties shall be true and correct in all respects subject to such qualification) on and as of the Amendment Effective Date as though made on and as of such date, except to the extent that any such representation or warranty expressly relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date) and (ii) no Default or Event of Default has occurred and is continuing or would result from this Agreement becoming effective in accordance with its terms.

6.      Continued Effectiveness of the Financing Agreement and Other Loan Documents .  Each Loan Party hereby (a) acknowledges and consents to this Amendment, (b) confirms and agrees that the Financing Agreement and each other Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Amendment Effective Date all references in any such Loan Document to "the Financing Agreement," the "Agreement," "thereto," "thereof," "thereunder" or words of like import referring to the Financing Agreement shall mean the Financing Agreement as amended by this Amendment, and (c) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Collateral Agent for the benefit of the Agents and Lenders, or to grant to the Collateral Agent for the benefit of the Agents and Lenders a security interest in or Lien on, any Collateral as security for the Obligations or Guaranteed Obligations, as the case may be, of any Loan Party from time to time existing in respect of the Financing Agreement (as amended hereby) and the other Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects.  This Amendment does not and shall not affect any of the obligations of any Loan Party, other than as expressly provided herein, including, without limitation, the Borrowers' obligation to repay the Loans in accordance with the terms of Financing Agreement, or the obligations of any other Loan Party under any Loan Document to

which it is a party, all of which obligations shall remain in full force and effect.  Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agents or any Lender under the Financing Agreement or any other Loan Document, nor constitute a waiver of any provision of the Financing Agreement or any other Loan Document.

7.      Release .  Each Loan Party hereby acknowledges and agrees that:  (a) neither it nor any of its Affiliates has any claim or cause of action against any Agent or any Lender (or any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) and (b) each Agent and each Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to the Loan Parties and their Affiliates under the Financing Agreement and the other Loan Documents that are required to have been performed on or prior to the date hereof.  Notwithstanding the foregoing, the Agents and the Lenders wish (and the Loan Parties agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Agents' and the Lenders' rights, interests, security and/or remedies under the Financing Agreement and the other Loan Documents.  Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, each Loan Party (for itself and its Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the " Releasors ") does hereby fully, finally, unconditionally and irrevocably release and forever discharge each Agent, each Lender and each of their respective Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively, the " Released Parties ") from any and all debts, claims, obligations, damages, costs, attorneys' fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done on or prior to the Amendment Effective Date directly arising out of, connected with or related to this Amendment, the Financing Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of any Agent or any Lender contained therein, or the possession, use, operation or control of any of the assets of any Loan Party, or the making of any Loans or other advances, or the management of such Loans or advances or the Collateral. The foregoing release does not release or discharge, or operate to waive performance by, the Agents or the Lenders of their express agreements and obligations stated in the Loan Documents on or after the Amendment Effective Date.

8.      Miscellaneous .

(a)        This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of this Amendment by facsimile or electronic mail shall be equally effective as delivery of an original executed counterpart of this Amendment. 

(b)        Section and paragraph headings herein are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

(c)        This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

(d)        Sections 12.10 and 12.11 of the Financing Agreement are hereby incorporated by reference into this Amendment, mutatis mutandis .

(e)        The terms of this Amendment may be modified, waived or amended only by a writing by all the parties hereto or as otherwise permitted under Section 12.02 of the Financing Agreement.

(f)        The Loan Parties hereby acknowledge and agree that this Amendment constitutes a "Loan Document" under the Financing Agreement.  Accordingly, it shall be an Event of Default under the Financing Agreement if (i) any representation or warranty made by the Loan Parties under or in connection with this Amendment shall have been incorrect in any material respect when made, or (ii) the Loan Parties shall fail to perform or observe any term, covenant or agreement contained in this Amendment. Nothing contained in this Amendment shall prejudice or otherwise affect the Agent's or any Lender's rights to enforce the provisions contained herein upon the default by any Loan Party in the performance thereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date set forth on the first page hereof.

Exhibit 10.3

Execution Version

SECOND AMENDMENT TO PROMISSORY NOTE

THIS Second AMENDMENT TO PROMISSORY NOTE , dated as of August 11, 2017 and effective as of July 31, 2017 (the “ Amendment ”), modifies and amends that certain Promissory Note, dated December 7, 2016, as modified by that First Amendment to Promissory Note, dated June 5, 2017 (the “ Note ”), executed by  Irene Acquisition Company B.V. , a company organized under the laws of the Netherlands (“ Borrower ”), payable to the order of Ravich Revocable Trust of 1989  (“ Lender ”) in the initial principal sum of up to Five Million Dollars ($5,000,000).  Terms used and not otherwise defined herein shall have the definitions given such terms in the Note.

NOW, THEREFORE ,  Borrower and Lender hereby agree as follows:

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment, and it is effective as of the date first written above.