Sequential Brands Group, Inc. Sample Contracts

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RECITALS
Subscription Agreement • November 14th, 2007 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
EXHIBIT 10.1 LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • August 12th, 2008 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
RECITALS
Indemnification Agreement • January 9th, 2006 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • Delaware
RECITALS
Operating Agreement • November 28th, 2007 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • Delaware
RECITALS
Contribution Agreement • August 12th, 2008 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
RECITALS
Registration Rights Agreement • November 14th, 2007 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
RECITALS
Management Services Agreement • August 12th, 2008 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 28th, 2012 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 2, 2012, between People’s Liberation, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

SECURITY AGREEMENT
Security Agreement • February 28th, 2012 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • New York

This SECURITY AGREEMENT, dated as of February 3, 2012 (this “Agreement”), is among People’s Liberation, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company listed on the signature pages hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Variable Rate Senior Secured Convertible Debentures due three (3) years following their issuance (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

COMMON STOCK PURCHASE WARRANT people’s liberation, inc.
Peoples Liberation Inc • February 28th, 2012 • Apparel & other finishd prods of fabrics & similar matl

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from People’s Liberation, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SUBSIDIARY GUARANTEE
Subsidiary Guarantee • February 28th, 2012 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • New York

SUBSIDIARY GUARANTEE, dated as of February 3, 2012 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of February 2, 2012, between People’s Liberation, Inc., a Delaware corporation (the “Company”) and the Purchasers.

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RECITALS
Separation Agreement and Mutual Release • October 9th, 2007 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 18th, 2014 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 15, 2014, by and between Sequential Brands Group, Inc., a Delaware corporation (the “Company”), and Carlyle Equity Opportunity GP, L.P. (the “Representative”), a Delaware limited partnership, on behalf of, and for the benefit of, the former stockholders and optionholders and each of their permitted transferees (the “Stockholders”) of Galaxy Brand Holdings, Inc. (“Galaxy”).

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN ARTICLE II OF THIS WARRANT
Peoples Liberation Inc • November 21st, 2011 • Apparel & other finishd prods of fabrics & similar matl • Delaware

THIS IS TO CERTIFY THAT, for value received, Monto Holdings (Pty) Ltd., (the “Registered Holder”), or its permitted assigns, is entitled to purchase from People’s Liberation, Inc., a Delaware corporation (the “Company”), at the place where the Warrant Office designated pursuant to Section 2.1 is located, at a purchase price per share of $0.08 (as adjusted pursuant to the terms of this Warrant, the “Exercise Price”), 12,500,000 shares of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, $0.001 par value per share, of the Company, and is entitled also to exercise the other appurtenant rights, powers and privileges hereinafter set forth. The number of shares of the Common Stock purchasable hereunder and the Exercise Price are subject to adjustment in accordance with Article III hereof. This Warrant shall expire at 5:00 p.m., Los Angeles time, on the fifth anniversary of the date hereof.

AMENDED & RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 6th, 2015 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

AMENDED & RESTATED EMPLOYMENT AGREEMENT, dated as of April 14,2015, by and between Sequential Brands Group, Inc., a Delaware corporation (the “Company”), and Yehuda Shmidman (the “Executive”).

AND
Office Lease • March 31st, 2009 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT
First Lien Credit Agreement • May 6th, 2015 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

WHEREAS, the Borrower, the Guarantors, the Lenders and the Agent are party to the Amended and Restated First Lien Credit Agreement dated as of August 15, 2014 (as amended and in effect on and prior to the date hereof, the “Existing Credit Agreement”) by, among others, the Borrower, the Guarantors party thereto, the “Lenders” as defined therein, and Bank of America, N.A., as “Administrative Agent” and “Collateral Agent”;

INTERCREDITOR AGREEMENT by and among BANK OF AMERICA, N.A., as First Lien Agent, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Agent, dated as of August 15, 2014
Intercreditor Agreement • August 18th, 2014 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

THIS INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of 15, 2014 among (a) BANK OF AMERICA, N.A., in its capacity as administrative agent and collateral agent (together with its successors and assigns in such capacity, the “First Lien Agent”) for (i) the financial institutions party from time to time to the First Lien Credit Agreement referred to below (such financial institutions, together with their respective successors, assigns and transferees, the “First Lien Lenders”) and (ii) any First Lien Bank Products Affiliates and First Lien Cash Management Affiliates (each as defined below) (such First Lien Bank Products Affiliates and First Lien Cash Management Affiliates, together with the First Lien Agent and the First Lien Lenders, the “First Lien Secured Parties”), and (b) WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as administrative agent and collateral a

ASSET PURCHASE AGREEMENT by and among JOE’S JEANS INC., JOE’S HOLDINGS LLC and SEQUENTIAL BRANDS GROUP, INC. dated as of September 8, 2015
Asset Purchase Agreement • September 14th, 2015 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware

This Asset Purchase Agreement (this “Agreement”), dated as of September 8, 2015, is entered into by and between Joe’s Jeans Inc., a Delaware corporation (“Seller”), Joe’s Holdings LLC, a Delaware limited liability company (“Buyer”), and solely for purposes of Section 6.15 and Article X, Sequential Brands Group, Inc., a Delaware corporation (“Parent”).

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