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”).
WHEREAS, MSLO, Madeline
Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of TopCo (“Madeline Merger Sub”), Sequential,
Singer Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of TopCo (“Singer Merger Sub”),
and TopCo, are concurrently herewith entering into an Agreement and Plan of Merger (as in effect on the date hereof or as may be
amended, supplemented or otherwise modified from time to time, but solely as consented to by such Stockholder, in its discretion,
in the case of a Fundamental Amendment, the “Merger Agreement”), pursuant to which, among other things, at the
effective time under the Merger Agreement (the “Effective Time”), Madeline Merger Sub will merge with and into
MSLO, with MSLO continuing as the surviving corporation and a wholly owned subsidiary of TopCo (the “MSLO Merger”),
and Singer Merger Sub will merge with and into Sequential, with Sequential continuing as the surviving corporation and a wholly
owned subsidiary of TopCo (the “Sequential Merger” and, together with the MSLO Merger, the “Mergers”);
WHEREAS, each Stockholder
is the record and/or beneficial owner of the Existing Shares (as defined below);
WHEREAS, as a condition
and material inducement to Sequential’s willingness to enter into the Merger Agreement and to consummate the transactions
contemplated thereby, including the Sequential Merger, each Stockholder has agreed to enter into this Agreement, pursuant to which
such Stockholder is agreeing, among other things, to vote all of its Covered Shares (as defined below) in accordance with the terms
of this Agreement; and
WHEREAS, TopCo, Sequential
and the Stockholders wish to agree to certain matters as set forth herein.
NOW, THEREFORE, in consideration of the
foregoing and the mutual representations, warranties, covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
Section 1.1 Defined
Terms. The following capitalized terms, as used in this Agreement, shall have the meanings set forth below. Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement.
Ownership” has the meaning ascribed to such term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
The terms “Beneficially Own”, “Beneficially Owned” and “Beneficial Owner”
shall each have a correlative meaning.
Shares” means, with respect to each Stockholder, such Stockholder’s Existing Shares, together with any shares of
MSLO Common Stock and any shares of MSLO Common Stock issuable upon the conversion, exercise or exchange of securities that are
convertible into or exercisable or exchangeable for shares of MSLO Common Stock, in each case that such specified Stockholder has
or acquires Beneficial Ownership of on or after the date hereof.
means the General Corporation Law of the State of Delaware.
means any security interest, pledge, mortgage, lien (statutory or other), charge, option to purchase, lease or other right to acquire
any interest or any claim, restriction, covenant, title defect, hypothecation, assignment, deposit arrangement or other encumbrance
of any kind or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever
(including any conditional sale or other title retention agreement), excluding restrictions under securities laws.
Shares” means, with respect to each Stockholder, the number of shares of MSLO Common Stock Beneficially Owned by such
Stockholder, as of the date hereof, as set forth in Schedule A hereto.
Date” means any date upon which the Merger Agreement is validly terminated in accordance with its terms.
Entity” means any nation or government, any state, agency, commission, or other political subdivision thereof, any insurance
regulatory authority, any self-regulatory authority, or any entity (including a court) of competent jurisdiction properly exercising
executive, legislative, judicial or administrative functions of the government.
means any statute, law ordinance, rule or regulation (domestic or foreign) issued, promulgated or entered into by or with any Governmental
Transfer” means (i) a Transfer of Covered Shares by a Stockholder by will or by operation of law or other Transfers to
an Affiliate, immediate family members, trusts for the benefit of such Stockholder, any immediate family member of such Stockholder,
charity or other Transfers for estate planning purposes, or upon the death of such Stockholder, provided, that prior to
the effectiveness of such Transfer, such transferee executes and delivers to TopCo and Sequential a written agreement, in form
and substance reasonably acceptable to TopCo and Sequential, to assume all of such Stockholder’s obligations hereunder in
respect of the securities subject to such Transfer and to be bound by the terms of this Agreement, with respect to the securities
subject to such Transfer, to the same extent as such Stockholder is bound hereunder and to make each of the representations and
warranties hereunder in respect of the securities transferred as such Stockholder shall have made hereunder; (ii) a Transfer of
Covered Shares by a Stockholder to another Stockholder; or (iii) with respect to a Stockholder’s MSLO Stock Options and/or
MSLO Performance Stock Option which expire by their terms or would otherwise be terminated on or prior to the Expiration Date and
MSLO RSU Awards and/or MSLO Performance RSU Awards that vest and/or are settled on or prior to the Expiration Date, Transfers of
MSLO Common Stock to MSLO or into the public market (but not through the tender of any such shares into a tender or exchange offer)
(A) in order to pay the exercise price due in respect of any such expiring MSLO Stock Options and/or MSLO Performance Stock Options,
and/or (B) in order to satisfy required withholding and other payroll taxes due upon the exercise of any such expiring MSLO Stock
Options and MSLO Performance Stock Options and/or upon the vesting and/or settlement of any such MSLO RSU Awards and/or MSLO Performance
means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of (by merger (including
by conversion into securities or other consideration), by tendering into any tender or exchange offer, by operation of law or otherwise),
either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to
the voting of or sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of (by merger, by tendering
into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise).
Section 2.1 Agreement
of the Stockholders hereby irrevocably and unconditionally agrees, as to itself only, that during the period beginning on the date
hereof and ending on the earliest of (x) the Closing Date, (y) the Expiration Date or (z) the termination of this Agreement in
accordance with its terms, at any meeting of the stockholders of MSLO, however called, including any adjournment or postponement
thereof, and in connection with any action proposed to be taken by written consent of the stockholders of MSLO, the Stockholders
shall, in each case, to the fullest extent that such matters are submitted for the vote or written consent of the Stockholders
and that the Covered Shares are entitled to vote thereon or consent thereto:
at each such meeting or otherwise cause the Covered Shares as to which the Stockholders control the right to vote to be counted
as present thereat for purposes of calculating a quorum; and
(or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of the Covered
Shares as to which the Stockholders control the right to vote (A) in favor of the adoption of the Merger Agreement and any related
proposal in furtherance thereof, as reasonably requested by Sequential and contemplated by the Merger Agreement, submitted for
the vote or written consent of stockholders, including, without limiting any of the foregoing obligations, in each case to the
extent MSLO is permitted pursuant to the Merger Agreement to take such actions, in favor of any proposal to adjourn or postpone
to a later date any meeting of the stockholders of MSLO at which any of the foregoing matters are submitted for consideration and
vote of the stockholders of MSLO (B) against any action or agreement submitted for the vote or written consent of stockholders
that is in opposition to the Merger or that would result in a breach of any covenant, representation or warranty or any other obligation
or agreement of MSLO contained in the Merger Agreement, or of the Stockholders contained in this Agreement, and (C) against any
Acquisition Proposal or other action, agreement or transaction submitted for the vote or written consent of stockholders that would
reasonably be expected to impede, delay, postpone, frustrate the purposes of, adversely affect or prevent the consummation of the
Mergers or the other transactions contemplated by the Merger Agreement or the performance by MSLO of its obligations under the
Merger Agreement or by the Stockholders of their obligations under this Agreement.
vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast (or consent shall be given)
by the Stockholders in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for
purposes of determining whether a quorum is present.
Stockholder shall not be bound to take the actions described in this Section 2.1 in the event of a Fundamental Amendment of the
Merger Agreement, unless such Stockholder, in its sole discretion, has consented thereto prior to the date of such Fundamental
in this Agreement, including this Section 2.1, shall limit or restrict any affiliate or designee of the Stockholder who serves
as a member of MSLO Board in acting in his or her capacity as a director or officer of MSLO and exercising his or her fiduciary
duties and responsibilities, it being understood that this Agreement shall apply to the Stockholders solely in their capacity as
stockholders of MSLO and shall not apply to any such affiliate or designee’s actions, judgments or decisions as a director
or officer of MSLO.
Section 2.2 No
Inconsistent Agreements. Each of the Stockholders hereby covenants and agrees, as to itself only, that, except for this Agreement
or as set forth on Schedule A, and except as may be permitted by Section 4.3(b), it (a) has not entered into, and shall not enter
into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Covered Shares
with respect to any of the matters described in Section 2.1(a)(ii) (the “Section 2.1(a) Matters”), (b)
has not granted, and shall not grant at any time while this Agreement remains in effect (except to the extent permitted by Section
2.1(c)), a proxy, consent or power of attorney with respect to the Covered Shares with respect to any of the Section 2.1(a) Matters
and (c) has not taken and shall not take any action that would have the effect of preventing or disabling such Stockholder from
performing any of its obligations under this Agreement. Each of the Stockholders, as to itself only, hereby represents that all
proxies or powers of attorney given by such Stockholder prior to the execution of this Agreement in respect of the voting of each
such Stockholder’s Covered Shares with respect to the Section 2.1(a) Matters, if any, are not irrevocable and each Stockholder
hereby revokes (and shall cause to be revoked) any and all previous proxies or powers of attorney with respect to each such Stockholder’s
Covered Shares with respect to the Section 2.1(a) Matters.
REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations
and Warranties of the Stockholders. Each Stockholder, as to itself only, hereby represents and warrants to Sequential as follows:
The Stockholder has the legal capacity, full power and authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Stockholder of this Agreement,
the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been
duly and validly authorized by the Stockholder and no other actions or proceedings on the part of the Stockholder or any manager
or partner thereof are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its
obligations hereunder or the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed
and delivered by the Stockholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto,
constitutes a legal, valid and binding obligation of the Stockholder, enforceable against it in accordance with its terms (except
to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws
affecting the enforcement of creditors’ rights generally or by general principles of equity).
The Stockholder’s Existing Shares are, and all of the Covered Shares owned by the Stockholder from the date hereof through
the date of the MSLO Stockholder Meeting (including any permitted postponement or adjournment thereof, the “Meeting Date”)
will be, Beneficially Owned by the Stockholder, in each case as reflected on Schedule A hereto. As of the date hereof, the Stockholder’s
Existing Shares constitute all of the shares of MSLO Common Stock Beneficially Owned by the Stockholder. Except for the rights
granted to TopCo and Sequential hereby and except as set forth on Schedule A, the Stockholder has and will have at all times through
the Meeting Date sole (or shared with another Stockholder) voting power to control the vote and consent as contemplated herein,
sole (or shared with another Stockholder) power of disposition, sole (or shared with another Stockholder) power to issue instructions
with respect to the matters set forth in Article II, and sole (or shared with another Stockholder) power to agree to all of the
matters set forth in this Agreement, in each case, with respect to all of the Stockholder’s Existing Shares and with respect
to all of the Covered Shares owned by the Stockholder at all times through the Meeting Date.
Violation. The execution, delivery and performance of this Agreement by the Stockholder does not and will not (whether with
or without notice or lapse of time, or both) (i) violate any provision of the certificate of formation or other comparable governing
documents, as applicable, of the Stockholder, (ii) violate, conflict with or result in the breach of any of the terms or conditions
of, result in any (or the right to make any) modification of or the cancellation or loss of a benefit under, require any notice,
consent or action under, or otherwise give any Person the right to terminate, accelerate obligations under or receive payment or
additional rights under, or constitute a default under, any Contract to which the Stockholder is a party or by which it is bound
or (iii) violate any Law applicable to the Stockholder or by which any of the Stockholder’s assets or properties is bound,
except for any of the foregoing as would not, either individually or in the aggregate, impair the ability of the Stockholder to
perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.
and Approvals. The execution and delivery of this Agreement by the Stockholder does not, and the performance by each Stockholder
of its obligations under this Agreement and the consummation by it of the transactions contemplated hereby will not, require such
Stockholder to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental
Entity, other than the filings of any reports with the SEC and except where the failure to obtain such consents, approvals, authorizations
or permits, or to make such filings and notifications, would not, either individually or in the aggregate, prevent or delay the
performance by the Stockholder of any of its obligations hereunder.
of Litigation. As of the date hereof, there is no Action pending or, to the knowledge of the Stockholder, threatened against
or affecting the Stockholder or any of its Affiliates before or by any Governmental Entity that would reasonably be expected to
impair the ability of the Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby
on a timely basis.
Fees. Except as disclosed pursuant to the Merger Agreement, no investment banker, broker, finder or other intermediary is entitled
to a fee or commission from Sequential, Singer Merger Sub, MSLO, Madeline Merger Sub or TopCo in respect of this Agreement based
upon any arrangement or agreement made by the Stockholder (in such Stockholder’s capacity as a stockholder of MSLO).
by Sequential. The Stockholder understands and acknowledges that Sequential is entering into the Merger Agreement in reliance
upon the Stockholder’s execution and delivery of this Agreement and the representations and warranties of the Stockholder
Section 3.2 Representations
and Warranties of Sequential.
Sequential has the power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby. The execution and delivery by Sequential of this Agreement, the performance by it of its
obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized
by Sequential and no other actions or proceedings on the part of Sequential are necessary to authorize the execution and delivery
by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated
hereby. This Agreement has been duly executed and delivered by Sequential and, assuming this Agreement constitutes a valid and
binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation of Sequential, enforceable against
it in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles
Beneficial Ownership. Sequential hereby represents and warrants to the Stockholders that nothing contained in this Agreement
has caused or shall cause Sequential to acquire Beneficial Ownership of the Covered Shares.
Section 4.1 Prohibition
on Transfers, Other Actions. From the date hereof through the Meeting Date, each Stockholder hereby agrees not to (i) Transfer
any of the Covered Shares, Beneficial Ownership thereof or any other interest therein (including by tendering into a tender or
exchange offer), unless such Transfer is a Permitted Transfer, (ii) enter into any agreement, arrangement or understanding with
any Person (other than TopCo and Sequential), or take any other action, that violates or conflicts with the Stockholder’s
representations, warranties, covenants and obligations under this Agreement, or (iii) take any action that would reasonably be
expected to restrict or otherwise adversely affect the Stockholder’s legal power, authority and right to comply with and
perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio.
Section 4.2 Stock
Dividends, etc. In the event of a stock split, stock dividend or distribution, or any change in the shares of MSLO Common Stock
by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, reincorporation, exchange of shares
or the like, the terms “Existing Shares” and “Covered Shares” shall be deemed to refer to and include such
shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares
may be changed or exchanged or which are received in such transaction.
Section 4.3 No
Stockholder hereby acknowledges that it has reviewed and understands the obligations of a Representative as set forth in Section
5.5 of the Merger Agreement. Each Stockholder hereby agrees that it shall, and shall direct its Representatives to, immediately
cease and cause to be terminated all existing discussions and negotiations with any Person conducted heretofore with respect to
any Acquisition Proposal.
anything to the contrary in this Agreement, solely to the extent MSLO is permitted to take the actions set forth in Section 5.5(a)
or 5.5(b) of the Merger Agreement with respect to an Acquisition Proposal, each Stockholder and its Affiliates and Representatives
will be free to participate in any discussions or negotiations regarding such Acquisition Proposal with the Person making such
Acquisition Proposal, provided such action by such Stockholder and its Affiliates and Representatives would be permitted to be
taken by MSLO pursuant to Section 5.5(a) or 5.5(b) of the Merger Agreement.
the avoidance of doubt, nothing in this Section 4.3 shall affect in any way the obligations of any Person (including MSLO) under
Section 5.5 of the Merger Agreement.
Section 4.4 Notice
of Acquisitions. Each Stockholder hereby agrees to notify Sequential in writing as promptly as practicable (and in any event
within 48 hours following such acquisition by the Stockholder) of the number of any additional shares of MSLO Common Stock or other
securities of MSLO of which the Stockholder acquires Beneficial Ownership on or after the date hereof.
Section 4.5 Waiver
of Appraisal Rights. Each Stockholder agrees not to exercise any rights of appraisal or any dissenters’ rights (including
under Section 262 of the DGCL) that the Stockholder may have (whether under applicable Law or otherwise) or could potentially have
or acquire in connection with the Mergers.
Section 4.6 Disclosure.
Subject to reasonable prior notice and approval (not to be unreasonably withheld, conditioned or delayed) of the Stockholders,
each Stockholder hereby authorizes MSLO and Sequential to publish and disclose in any announcement or disclosure required by the
SEC, including in the Proxy Statement/Prospectus the Stockholder’s identity and ownership of such Stockholder’s Covered
Shares and the nature of the Stockholder’s obligations under this Agreement.
Section 4.7 Notices
under the Merger Agreement. Sequential shall use commercially reasonable efforts to cause a copy of all notices delivered to
MSLO pursuant to the Merger Agreement to be delivered to the Stockholders within two Business Days of delivery to MSLO.
Section 4.8 Public
Announcement and S-4. TopCo and Sequential shall provide Martha Stewart and her counsel a reasonable opportunity to review
and comment upon, (i) any press release or other widely-disseminated public statements with respect to the Merger Agreement, this
Agreement or the other agreements to be entered in connection with the transactions contemplated by the Merger Agreement to which
any Stockholder is a party and (ii) the S-4 and Proxy Statement/Prospectus and any response to material SEC comments in connection
therewith, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with
any national securities exchange or national securities quotation system; and provided that TopCo, Sequential and their
respective Affiliates may make statements that are substantially similar to previous press releases, public disclosures or public
statements made in compliance with the Merger Agreement and this Agreement.
Section 4.9 Expenses.
At Closing, TopCo and Sequential hereby consent to the reimbursement by MSLO prior to Closing to each Stockholder for the fees
and out-of-pocket expenses, including fees of attorneys and financial advisors, incurred by such Stockholder in connection with
the negotiation, execution and delivery of this Agreement, the Merger Agreement, or the other agreements to be entered into in
connection with the transactions contemplated by the Merger Agreement to which such Stockholder is a party, which amount will be
notified in writing to TopCo and Sequential at least two Business Days prior to the Closing; provided that the aggregate
amount of such fees and expenses required shall not exceed $4,000,000; provided, further that, if MSLO does not reimburse the Stockholders
for such expenses at or prior to the Effective Time, Sequential and TopCo hereby agree to reimburse, or cause MSLO to reimburse,
the Stockholders for such expenses promptly following the Effective Time.
Section 4.10 Indemnification.
From and after closing, TopCo shall indemnify and hold harmless each trust or similar entity affiliated with a Stockholder and
which is not a party to this agreement and such trust or similar entity’s officers, directors and trustees (the “Indemnified
Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs
and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding,
whether civil, criminal, administrative or investigative, arising out of or pertaining to the Merger Agreement and this Agreement,
and the transactions contemplated thereby and hereby, to the fullest extent permitted by applicable Law. In
the event of any such claim, action, suit or proceeding, (i) each Stockholder will be entitled to advancement of expenses incurred
in the defense of any such claim, action, suit or proceeding from TopCo to the fullest extent permitted by applicable Law; provided,
that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL, to repay
such advances if it is ultimately determined that such person is not entitled to indemnification, and (ii) TopCo shall, and shall
cause its subsidiaries to, cooperate in the defense of any such matter.
Section 5.1 Termination.
This Agreement shall remain in effect until the earliest to occur of (i) the Expiration Date, (ii) the Closing Date, (iii) an Adverse
Recommendation Change, (iv) the MSLO Stockholder Approval has been obtained, (v) the delivery of written notice by Sequential to
the Stockholders of termination of this Agreement, and (vi) the delivery of written notice of termination by the Stockholders to
Sequential following any Fundamental Amendment effected without the prior consent of the Stockholder, and upon the occurrence of
the earliest of such events this Agreement shall terminate and be of no further force; provided, however, that the
provisions of Section 4.10, this Section 5.1, Section 5.2 and Sections 5.4 through 5.13 shall survive any termination of this Agreement
indefinitely and (ii) Sections 4.6, 4.7 and 4.8 shall remain in effect until the Expiration Date. Nothing in this Section 5.1 and
no termination of this Agreement shall relieve or otherwise limit any party of liability for willful and material breach of this
Agreement. For the avoidance of doubt, in the event the Merger Agreement is validly terminated prior to the Effective Time, this
Agreement and any consent executed pursuant hereto shall be deemed null and void and shall have no further effect. “Fundamental
Amendment” means the execution by MSLO, Madeline Merger Sub, Sequential, Singer Merger Sub and TopCo of a written amendment
to, or written waiver by MSLO, Madeline Merger Sub, Sequential, Singer Merger Sub and TopCo of any provision of, the Merger Agreement
that reduces the amount of the Merger Consideration or changes the form of the Merger Consideration to include or substitute therefor
a form other than cash and shares of TopCo Common Stock in the proportion reflected in the Merger Agreement, amends the conditions
precedent set forth in Section 7.1 or 7.3 of the Merger Agreement (except in the case of a waiver of a condition by Sequential
or TopCo) or would result in additional monetary liability to such Stockholder.
Section 5.2 Stop
Transfer Order. In furtherance of this Agreement, each Stockholder hereby authorizes and instructs MSLO to instruct its transfer
agent to enter a stop transfer order with respect to all of the Covered Shares held of record by such Stockholder and (i) if
this Agreement is terminated in accordance with Section 5.1, then, promptly following the termination of this Agreement, or (ii)
immediately following the Closing (and in any event within such time as would not delay receipt by the Stockholder of the Merger
Consideration), to cause any stop transfer instructions imposed pursuant to this Section 5.2 to be lifted.
Section 5.3 No
Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Sequential any direct or indirect ownership
or incidence of ownership (whether beneficial ownership or otherwise) of or with respect to any Covered Shares, except as otherwise
provided herein. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong
to the applicable Stockholder, and Sequential shall have no authority to direct the Stockholders in the voting or disposition of
any of the Covered Shares, except as otherwise provided herein.
Section 5.4 Notices.
All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery
if delivered personally, or if by e-mail, upon written confirmation of receipt by e-mail or otherwise, (b) on the first Business
Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier or (c) on the
earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail,
return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant
to such other instructions as may be designated in writing by the party to receive such notice:
Section 5.5 Interpretation.
When a reference is made in this Agreement to a Section, Article, Exhibit or Schedule such reference shall be to a Section, Article,
Exhibit or Schedule of this Agreement unless otherwise indicated. The headings contained in this Agreement or in any Exhibit or
Schedule are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Any capitalized
terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. All
Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if
set forth herein. The word “including” and words of similar import when used in this Agreement will mean “including,
without limitation,” unless otherwise specified. The words “hereof,” “herein” and “hereunder”
and words of similar import when used in this Agreement shall refer to the Agreement as a whole and not to any particular provision
in this Agreement. The term “or” is not exclusive. The word “will” shall be construed to have the same
meaning and effect as the word “shall.” References to days mean calendar days unless otherwise specified.
Section 5.6 Counterparts;
Facsimile or .pdf Signatures. This Agreement may be executed in two or more counterparts, all of which shall be considered
one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and
delivered to the other party. This Agreement may be executed by facsimile or .pdf signature and a facsimile or .pdf signature shall
constitute an original for all purposes.
Section 5.7 Entire
Agreement. This Agreement and, to the extent referenced herein, the Merger Agreement, together with the several agreements
and other documents and instruments referred to herein or therein or annexed hereto or thereto, constitute the entire agreement,
and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral
agreements, arrangements, communications and understandings among the parties with respect to the subject matter hereof and thereof.
Section 5.8 Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial.
Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby
shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws
of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware.
of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any
party or its Affiliates against any other party or its Affiliates shall be brought and determined in the Court of Chancery of the
State of Delaware; provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware,
then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware
state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect
to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this
Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating
thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce
any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that
notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service
is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion
or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described
herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal
process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution
of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is
brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement,
or the subject matter hereof, may not be enforced in or by such courts.
OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 5.9 Specific
Performance. Each of the parties to this Agreement hereby acknowledge and agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in accordance with its specific terms or if the Agreement
was otherwise breached and that money damages, even if available, would not be an adequate remedy therefor. Accordingly, each party
agrees that the other parties shall be entitled to specific performance, an injunction, restraining order and/or such other equitable
relief, in addition to any other rights and remedies existing in its favor at law or in equity, as a court of competent jurisdiction
may deem necessary or appropriate to enforce its rights and each of the obligations hereunder (without posting of bond or other
security). Anything in this Agreement to the contrary notwithstanding, each party hereby agrees that specific performance or injunctive
relief pursuant to this Section 5.9 shall be its sole and exclusive remedy with respect to breaches or threatened breaches by any
other party to this Agreement, and no such party shall pursue any other form of relief (including monetary damages) that may be
available for a breach of this Agreement.
Section 5.10 Amendment;
Waiver. This Agreement may be amended, modified or supplemented by a writing executed by each of the parties hereto. This Agreement
may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument
in writing specifically designated as an amendment hereto, signed on behalf of each of the parties in interest at the time of the
Section 5.11 Severability.
Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal
or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed
and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never
been contained herein.
Section 5.12 Assignment;
Successors; No Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this
Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any party without the prior written
consent of the other parties, and any such assignment without such prior written consent shall be null and void. Subject to the
preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their
respective successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person
other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of
any nature under or by reason of this Agreement; provided, however, that MSLO is hereby made a third party beneficiary of Article
II herein only for the purpose of seeking specific performance of each Stockholder’s obligations thereunder; and provided,
further, however, that the Indemnified Parties shall be third party beneficiaries of Section 4.10.
Section 5.13 Stockholder
Capacity. The restrictions and covenants of each Stockholder hereunder shall not be binding, and shall have no effect, in any
way with respect to any director or officer of MSLO or any of its Subsidiaries in such Person’s capacity as such a director
or officer, nor shall any action taken by any such director or officer in his or her capacity as such be deemed a breach by a Stockholder
of this Agreement.
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IN WITNESS WHEREOF, Sequential, TopCo and
the Stockholders have caused to be executed or executed this Agreement as of the date first written above.
(i) 14,748 shares of the Class A Common Stock held by Martha Stewart, (ii) 1,300,000 shares of the Class A Common Stock that are
subject to exercisable options and (iii) 29,816 shares of Class A Common Stock held by the Martha Stewart 1999 Family Trust, of
which Martha Stewart is a co-trustee and as to which she shares voting and dispositive power. These shares also include (a) 24,984,625
shares of Class B Common Stock held by the Martha Stewart Family Limited Partnership (“MSFLP”), of which Martha Stewart,
as the sole trustee of the Martha Stewart 2012 Revocable Trust, is the sole general partner, each of which is convertible at the
option of the holder into one share of the Class A Common Stock and (b) 37,270 shares of Class A Common Stock held by the Martha
Stewart 2000 Family Trust, of which Martha Stewart is a co-trustee. In addition, Martha Stewart may be deemed to beneficially own
721,112 shares of Class A Common Stock held by the Martha and Alexis Stewart Charitable Foundation, for which Martha Stewart is
a co-trustee and as to which she shares voting and dispositive power. Martha Stewart executed a revocable proxy, dated as of October
6, 2004, whereby Martha Stewart appointed Alexis Stewart as her true and lawful proxy, attorney-in-fact and agent with respect
to all of the securities of the Company that are owned by Martha Stewart from time to time. This proxy is hereby revoked.
of 24,984,625 shares of the Class B Common Stock, each of which is convertible at the option of the holder into one share of the
Class A Common Stock, all of which are owned by MSFLP and indirectly owned by Martha Stewart as the sole general partner of MSFLP
in her capacity as the sole trustee of the Martha Stewart 2012 Revocable Trust and as to which MSFLP is deemed to share voting
and dispositive power. Pursuant to a power of attorney, dated as of October 6, 2004, MSFLP appointed Alexis Stewart as its true
and lawful proxy, attorney-in-fact and agent with respect to all of the securities of the Company that are owned by MSFLP from
time to time. This power of attorney is hereby revoked.