On February 29, 2024, The Children?s Place, Inc. and certain of its subsidiaries entered into an interest-free unsecured promissory note, dated February 29, 2024 (the ?Promissory Note?) with Mithaq Capital SPC (?Mithaq?), providing for up to $78.6 million in term loans, consisting of (a) an initial term loan in an original aggregate principal amount of $30.0 million (the ?Initial Term Loan?) and (b) a delayed draw term loan commitment amount of $48.6 million (the ?Delayed Draw Term Loan;? and together with the Initial Term Loan, collectively, the ?Mithaq Term Loans?). Also on February 29, 2024, the Company received the proceeds of the Initial Term Loan.

The Mithaq Term Loans mature on February 15, 2027. The Mithaq Term Loans are interest-free, unsecured, and are guaranteed by each of the Company?s subsidiaries that guarantee the Company?s existing revolving credit facility under its Amended and Restated Credit Agreement dated May 9, 2019, as amended (the ?Credit Agreement?), with Wells Fargo, National Association (?Wells Fargo?), Truist Bank, Bank of America, N.A., HSBC Business Credit (USA) Inc., JPMorgan Chase Bank, N.A., and PNC Bank as lenders (collectively, the ?Credit Agreement Lenders?) and Wells Fargo, as Administrative Agent, Collateral Agent, Swing Line Lender and Term Agent (the ?Credit Agreement Agent?). The Mithaq Term Loans do not provide for any closing or similar fees.

In addition, the Mithaq Term Loans are to be made subject to a subordination agreement to be entered into between the Credit Agreement Lenders and Mithaq, pursuant to which the Mithaq Term Loans will be subordinated in payment priority to the obligations of the Company and its subsidiaries under the Credit Agreement. Subject to such subordination terms, the Mithaq Term Loans are prepayable at any time and from time to time without penalty and do not require any mandatory prepayments. The Delayed Draw Term Loan is contemplated to be funded on or before March 29, 2024, subject to the satisfaction of certain conditions, including (i) the accuracy of customary representations and warranties, (ii) the absence of defaults under the Promissory Note, (iii) the Company having entered into and received aggregate proceeds (net of fees and expenses) of at least $121.0 million from either the term loan (the ?Gordon Brothers Term Loan?) contemplated by the previously-disclosed non-binding term sheet that the Company entered into with 1903P Loan Agent, LLC (?Gordon Brothers?) or another third-party financing arrangement with the consent of Mithaq, (iv) the requisite Credit Agreement Lenders under the Credit Agreement having irrevocably waived the ?change of control?

event of default under the Credit Agreement in accordance with the Forbearance Agreement (as defined below), and (v) the absence of other defaults under the Credit Agreement. As previously disclosed, the Company currently expects to be in a position to close the Gordon Brothers transaction in March 2024, and is also continuing to pursue alternative financing on terms no less favorable in the aggregate to the Company. Mithaq may also choose to cause the Delayed Draw Term Loan to be drawn at any time on one business day?s notice.