Sequential Brands Group, Inc. Sample Contracts

Sequential Brands Group, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SQBG, INC. (December 4th, 2015)

The address of the registered office of the Corporation in the State of Delaware is c/o Registered Agent Solutions, Inc., 1679 S Dupont Highway, Suite 100, in the City of Dover 19901, County of Kent, and the name of its registered agent at such address is Registered Agent Solutions, Inc.

Sequential Brands Group, Inc. – SQBG, INC. (a Delaware corporation) BYLAWS (December 4th, 2015)
Sequential Brands Group, Inc. – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (November 20th, 2015)

The following unaudited pro forma condensed combined financial information, referred to as the pro forma financial information, present the combination of the historical consolidated financial information of Sequential Brands Group, Inc. (“Sequential” or the “Company”) and Martha Stewart Living Omnimedia, Inc. (“MSLO”), adjusted to give effect to the transactions contemplated by the Agreement and Plan of Merger, dated as of June 22, 2015 among Sequential, MSLO, Madeline Merger Sub., Inc., Singer Merger Sub., Inc., and Singer Madeline Holdings, Inc. (the “mergers”).

Sequential Brands Group, Inc. – Incremental Joinder Agreement, First Amendment to Amended and Restated Second Lien Credit Agreement and Waiver (November 9th, 2015)

THIS INCREMENTAL JOINDER AGREEMENT, FIRST AMENDMENT TO AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT AND WAIVER, dated as of September 11, 2015 (this “Agreement”), by and among DARBY CREEK LLC, LEHIGH RIVER LLC, LOCUST STREET FUNDING LLC and FS INVESTMENT CORPORATION III (each, an “Additional Commitment Lender”), the other Lenders party hereto, SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the “Borrower”), and the Required Lenders under the Credit Agreement referenced below and acknowledged by Wilmington Trust, National Association, in its capacity as Administrative Agent and Collateral Agent (the “Agent”), under that certain Amended and Restated Second Lien Credit Agreement, dated as of April 8, 2015 (as amended hereby and as may be further amended, modified, restated, supplemented or extended from time to time, the “Credit Agreement”), among the Borrower, the Lenders from time to time party thereto and the Agent. Capitalized terms used herein but not otherwise defined sh

Sequential Brands Group, Inc. – SECOND AMENDMENT TO AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT (November 9th, 2015)

THIS SECOND AMENDMENT TO AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT (this “Amendment”), is entered into as of November 4, 2015, and shall become effective retroactively as of September 30, 2015 upon satisfaction of the closing conditions set forth in Section 2.1, among SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors; each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”); and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent (collectively, with any successor thereto, the “Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).

Sequential Brands Group, Inc. – Sequential Brands Group Announces 2015 Third Quarter Financial Results (November 2nd, 2015)

New York, October 29, 2015 – Sequential Brands Group, Inc. (“Sequential” or the “Company”) (NASDAQ: SQBG) today announced financial results for the third quarter ended September 30, 2015.

Sequential Brands Group, Inc. – Sequential Brands Group Announces Closing of Joe’s Brand Acquisition (September 14th, 2015)

NEW YORK, September 14, 2015 (GLOBE NEWSWIRE) -- Sequential Brands Group, Inc. (Nasdaq:SQBG) ("Sequential" or the "Company") announced today that it closed the acquisition of the Joe’s Jeans brand (the "Brand" or “Joe’s”). In tandem with the closing, the long-term license agreement for the Brand's core categories with Global Brands Group became effective. Financing for the acquisition was provided under the Company’s existing credit facilities with Bank of America and GSO Capital Partners LP, an affiliate of Blackstone Group.

Sequential Brands Group, Inc. – Sequential Signs Definitive Agreement to Acquire Joe’s Brand Long-Term Licensing Agreement with Global Brands Signed for Core Categories Brand Founder Joe Dahan to Continue Leading Product Design as Creative Director (September 14th, 2015)

HONG KONG and NEW YORK, Sept. 8, 2015 (GLOBE NEWSWIRE) -- Sequential Brands Group, Inc. (NASDAQ:SQBG) ("Sequential" or the "Company") announced today that it has signed a definitive agreement to acquire the Joe's brand (the "Brand") and certain other related assets for a total purchase price of approximately US$67 million. In tandem with the acquisition, the Company announced the signing of a long-term licensing agreement for all of the brand's core categories with Global Brands Group Holding Limited ("Global Brands"; SEHK Stock Code:787), one of the world's leading branded apparel, footwear, fashion accessories, and lifestyle product companies. The long-term licensing agreement will become effective upon closing of the acquisition.

Sequential Brands Group, Inc. – 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 (September 14th, 2015)

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”).

Sequential Brands Group, Inc. – Sequential Brands Group Announces 2015 Second Quarter Financial Results (July 30th, 2015)

New York, July 30, 2015 – Sequential Brands Group, Inc. (“Sequential” or the “Company”) (NASDAQ: SQBG) today announced financial results for the second quarter ended June 30, 2015.

Sequential Brands Group, Inc. – AMENDED AND RESTATED BYLAWS OF SEQUENTIAL BRANDS GROUP, INC. (June 23rd, 2015)
Sequential Brands Group, Inc. – VOTING AND SUPPORT AGREEMENT (June 23rd, 2015)

VOTING AND SUPPORT AGREEMENT, dated as of June 22, 2015 (this “Agreement”), by and among Sequential Brands Group, Inc., a Delaware corporation (“Sequential”), Singer Madeline Holdings, Inc., a Delaware corporation (“TopCo”) and certain stockholders of Martha Stewart Living Omnimedia, Inc., a Delaware corporation (“MSLO”), listed on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”).

Sequential Brands Group, Inc. – AGREEMENT AND PLAN OF MERGER by and among MARTHA STEWART LIVING OMNIMEDIA, INC., MADELINE MERGER SUB, INC., SEQUENTIAL BRANDS GROUP, INC., SINGER MERGER SUB, INC., and SINGER MADELINE HOLDINGS, INC. DATED AS OF JUNE 22, 2015 (June 23rd, 2015)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 22, 2015, is by and among Martha Stewart Living Omnimedia, Inc., a Delaware corporation (“MSLO”), Madeline Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of TopCo (“Madeline Merger Sub”), Sequential Brands Group, Inc., a Delaware corporation (“Sequential”), Singer Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of TopCo (“Singer Merger Sub” and, together with Madeline Merger Sub, Inc., the “Merger Subs”), and Singer Madeline Holdings, Inc., a Delaware corporation (“TopCo”).

Sequential Brands Group, Inc. – VOTING AND SUPPORT AGREEMENT (June 23rd, 2015)

VOTING AND SUPPORT AGREEMENT, dated as of June 22, 2015 (this “Agreement”), by and among Sequential Brands Group, Inc., a Delaware corporation (“Sequential”), Singer Madeline Holdings, Inc., a Delaware corporation (“TopCo”) and certain stockholders of Martha Stewart Living Omnimedia, Inc., a Delaware corporation (“MSLO”), listed on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”).

Sequential Brands Group, Inc. – EMPLOYMENT AGREEMENT BETWEEN SINGER MADELINE HOLDINGS, INC. AND MARTHA STEWART DATED AS OF JUNE 22, 2015 (June 23rd, 2015)

AGREEMENT, dated as of June 22, 2015 (the “Effective Date”), by and between Singer Madeline Holdings, Inc. (the “Company”), and Martha Stewart (the “Founder”).

Sequential Brands Group, Inc. – SEQUENTIAL BRANDS GROUP SIGNS DEFINITIVE MERGER AGREEMENT TO ACQUIRE MARTHA STEWART LIVING OMNIMEDIA Transformative Partnership Immediately Positions MSLO for New Expansion and Growth (June 22nd, 2015)

NEW YORK – June 22, 2015 – Sequential Brands Group, Inc. (NASDAQ:SQBG) (“Sequential” or the “Company”), announced today that it has signed a definitive merger agreement to acquire 100% of the outstanding shares of Martha Stewart Living Omnimedia, Inc. (NYSE:MSO) (the “Merger”) for aggregate consideration valued at $6.15 per share, payable 50% in stock and 50% in cash.

Sequential Brands Group, Inc. – 2015 Restricted Stock Unit Award Agreement (May 6th, 2015)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is made and entered into as of April 14, 2015 (“Grant Date”) by and between Sequential Brands Group, Inc., a Delaware corporation (the “Company”), and Yehuda Shmidman (the “Participant”). Defined terms not explicitly defined in this Award Agreement shall have the same definitions ascribed to such terms in the Plan.

Sequential Brands Group, Inc. – AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT Dated as of April 8, 2015 among SEQUENTIAL BRANDS GROUP, INC., as the Borrower The Guarantors Named Herein WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent and The Lenders Party Hereto (May 6th, 2015)

This AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT (the “Agreement”) is entered into as of April 8, 2015, among SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors; each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”); and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent (collectively, with any successor thereto, the “Agent”).

Sequential Brands Group, Inc. – SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (May 6th, 2015)

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”;

Sequential Brands Group, Inc. – AMENDED & RESTATED EMPLOYMENT AGREEMENT (May 6th, 2015)

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”).

Sequential Brands Group, Inc. – FIRST AMENDMENT To INTERcreditor agreement (May 6th, 2015)

THIS FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (this “Amendment”) is entered into this 8th day of April, 2015, among 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”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “Second Lien Agent”).

Sequential Brands Group, Inc. – Sequential Brands Group Announces 2015 First Quarter Financial Results (April 30th, 2015)

New York, April 30, 2015 – Sequential Brands Group, Inc. (“Sequential” or the “Company”) (NASDAQ: SQBG) today announced financial results for the first quarter ended March 31, 2015.

Sequential Brands Group, Inc. – Sequential Brands Group Announces Closing of Jessica Simpson Brand Acquisition (April 14th, 2015)

NEW YORK – April 8, 2015 – Sequential Brands Group, Inc. (NASDAQ:SQBG) (“Sequential” or the “Company”) announced today that it has closed the acquisition of the Jessica Simpson brand. The Company has acquired a majority interest in the brand, including the Jessica Simpson Collection master license and other rights.

Sequential Brands Group, Inc. – AMENDMENT AND RESTATEMENT AGREEMENT dated as of April 1, 2015 (this “Agreement”), to the Second Lien Credit Agreement dated as of August 15, 2014 (as amended, amended and restated, restated, supplemented or otherwise modified and in effect from time to time, the “Existing Credit Agreement”) by, among others, (i) Sequential Brands Group, Inc., a Delaware corporation, as the borrower (the “Borrower”), (ii) the Guarantors from time to time party thereto, (iii) the Lenders from time to time party thereto, and (iv) Wilmington Trust, National Association, as administrative agent and collateral agent (April 7th, 2015)

This AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT (the “Agreement”) is entered into as of April ___, 2015, among SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors; each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”); and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent (collectively, with any successor thereto, the “Agent”).

Sequential Brands Group, Inc. – Jessica Simpson Selects Sequential Brands Group as Partner for The Jessica Simpson Collection (April 7th, 2015)

·Sequential Brands Group Signs Definitive Agreement to Acquire Majority Interest in the Jessica Simpson Collection Brand

Sequential Brands Group, Inc. – AMENDMENT AND RESTATEMENT AGREEMENT dated as of April 1, 2015 (this “Agreement”), to the Amended and Restated First Lien Credit Agreement dated as of August 15, 2014 (as amended, amended and restated, restated, supplemented or otherwise modified and in effect from time to time, the “Existing Credit Agreement”) by, among others, (i) Sequential Brands Group, Inc., a Delaware corporation, as the borrower (the “Borrower”), (ii) the Guarantors from time to time party thereto, (iii) the Lenders from time to time party thereto, and (iv) Bank of America, N.A., as administrative agent and collateral ag (April 7th, 2015)

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”;

Sequential Brands Group, Inc. – Sequential Brands Group Announces 2014 Fourth Quarter and Full Year 2014 Financial Results (February 25th, 2015)

New York, February 25, 2015 – Sequential Brands Group, Inc. (“Sequential” or the “Company”) (NASDAQ: SQBG) today announced financial results for the fourth quarter and full year ended December 31, 2014.

Sequential Brands Group, Inc. – Sequential Brands Group Announces Third Quarter 2014 Results • Q3 Revenue increased 65% to $10.0 million vs. $6.1 million in the prior year quarter • Q3 Adjusted EBITDA increased 60% to $6.1 million vs. $3.8 million in the prior year quarter • Year-to-date Revenue of $23.3 million vs. $12.0 million in the prior year period • Year-to-date Adjusted EBITDA of $12.9 million vs. $5.1 million in the prior year period • Initiating 2015 Revenue Guidance of $61 - $64 million and Adjusted EBITDA Guidance of $38 - $40 million (November 6th, 2014)

NEW YORK, November 6, 2014 (GLOBE NEWSWIRE) -- Sequential Brands Group, Inc. (Nasdaq: SQBG) ("Sequential" or the "Company") today announced financial results for the third quarter ended September 30, 2014.

Sequential Brands Group, Inc. – Galaxy Brand Holdings, Inc. and Subsidiaries Contents (September 5th, 2014)
Sequential Brands Group, Inc. – Audited Financial Statements of Galaxy Brands Holdings, Inc. and Subsidiaries for the Period from May 13, 2013 to December 31, 2013 With Report of Independent Auditors (September 5th, 2014)
Sequential Brands Group, Inc. – Audited Consolidated Financial Statements of Galaxy Brands, LLC and Subsidiary for the Period from January 1, 2013 to May 13, 2013 With Report of Independent Auditors (September 5th, 2014)
Sequential Brands Group, Inc. – 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 (August 18th, 2014)

This Warrant is issued in connection with that certain Agreement and Plan of Merger, dated as of June 24, 2014 (the “Merger Agreement”), by and among the Company, SBG Universe Brands, LLC, Universe Galaxy Merger Sub, Inc., Galaxy Brand Holdings, Inc., solely in its capacity as the Stockholder Representative (as defined in the Merger Agreement) Carlyle Equity Opportunity GP, L.P, and, for purposes of Section 6.5(b) only, Carlyle Galaxy Holdings, L.P.

Sequential Brands Group, Inc. – REGISTRATION RIGHTS AGREEMENT (August 18th, 2014)

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”).

Sequential Brands Group, Inc. – AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (August 18th, 2014)

WHEREAS, the Borrower, among others, has entered into that certain First Lien Term Loan Agreement, dated as of March 28, 2013 (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”;

Sequential Brands Group, Inc. – SECOND LIEN CREDIT AGREEMENT Dated as of August 15, 2014 among SEQUENTIAL BRANDS GROUP, INC., as the Borrower The Guarantors Named Herein WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent and The Lenders Party Hereto (August 18th, 2014)

This SECOND LIEN CREDIT AGREEMENT (the “Agreement”) is entered into as of August 15, 2014, among SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors; each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”); and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent (collectively, with any successor thereto, the “Agent”).