SUBORDINATED CONVERTIBLE PROMISORY NOTES GUARANTY AGREEMENT made among DIFFERENTIAL BRANDS GROUP INC., and certain of its Subsidiaries Dated as of October 29, 2018

Exhibit 4.2

SUBORDINATED CONVERTIBLE PROMISORY NOTES GUARANTY AGREEMENT

made among

DIFFERENTIAL BRANDS GROUP INC.,

and

certain of its Subsidiaries

Dated as of October 29, 2018

TABLE OF CONTENTS

			Page
SECTION 1		DEFINED TERMS	1
1.1		Definitions	1
1.2		Other Definitional Provisions	3
SECTION 2		GUARANTEE	3
2.1		Guarantee of Guaranteed Obligations	3
2.2		Limitation on Obligations Guaranteed	4
2.3		Nature of Guarantee; Continuing Guarantee; Waivers of Defenses Etc.	4
2.4		Rights of Reimbursement, Contribution and Subrogation	6
2.5		Payments	7
2.6		Subordination of Other Obligations	7
2.7		Financial Condition of the Company and other Guarantors	8
2.8		Bankruptcy, Etc	8
2.9		Duration of Guarantee, Discharge of Guarantee Upon Sale of Guarantor	8
2.10		Reinstatement	8
SECTION 3		REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GUARANTORS.	9
3.1		Representations and Warranties	9
3.2		Covenants	9
SECTION 4		FURTHER ASSURANCES	10
4.2		Further Assurances	10
SECTION 5		MISCELLANEOUS	10
5.1		Amendments in Writing	10
5.2		Notices	10
5.3		No Waiver by Course of Conduct; Cumulative Remedies	10
5.4		Enforcement Expenses; Indemnification.	10
5.5		Successors and Assigns	10
5.6		Set-Off	10
5.7		Counterparts	11
5.8		Severability	11
5.9		Section Headings	11
5.10		Integration, Conflict	11
5.11		GOVERNING LAW	11
5.12		Submission to Jurisdiction; Waivers	12
5.13		Acknowledgments	12
5.14		Additional Guarantors	12
5.15		Releases	13
5.16		WAIVER OF JURY TRIAL	13
SECTION 6		SUBORDINATION OF GUARANTY	13
Annex I-Joinder Agreement			Annex-I

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SUBORDINATED CONVERTIBLE PROMISSORY NOTES GUARANTY AGREEMENT

SUBORDINATED CONVERTIBLE PROMISSORY NOTES GUARANTY AGREEMENT, dated as of October 29, 2018, by and among Differential Brands Group Inc., a Delaware corporation (the “Company”), each of the signatories hereto designated as a Guarantor on the signature pages hereto (together with any other entity that may become a party hereto as a Guarantor as provided herein, (each a “Guarantor” and collectively, the “Guarantors”)) for the benefit of each of the holders (together with their successors and assigns, the “Investors”) holding the Subordinated Convertible Promissory Notes issued by the Company on the date hereof (as such Subordinated Convertible Promissory Notes may be amended, restated, or replaced from time to time in accordance therewith, the “Notes”).

WITNESSETH:

WHEREAS, the Company has issued the Notes to the Investors upon the terms and subject to the conditions set forth in the Subscription Agreement;

WHEREAS, the Company is a member of an affiliated group of companies that includes each other Guarantor;

WHEREAS, the proceeds of the extensions of credit under the Notes will be used in part to enable the Company to make valuable transfers to one or more of the other Guarantors in connection with the operation of their respective businesses;

WHEREAS, the Company and the other Guarantors are engaged in related businesses, and each Guarantor will derive substantial direct and indirect benefit from their relationship with the Company; and

WHEREAS, it is a condition precedent to the issuance of the obligation of the Investors to purchase the Notes under the Subscription Agreement that the Guarantors shall have executed and delivered this Guaranty for the benefit of the Guaranteed Parties.

NOW, THEREFORE, in consideration of the premises and to induce the Investors to purchase the Notes and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Guarantor hereby agrees, for the benefit of the Guaranteed Parties, as follows:

Section 1     defined terms

1.1         Definitions. (a) Unless otherwise defined herein, all terms defined in the Notes and used herein shall have the meanings given to them in the Notes.

(b)       The following terms shall have the following meanings:

“Agreement” shall mean this Subordinated Convertible Promissory Note Guaranty Agreement, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Bankruptcy Case” means a case under the Bankruptcy Code or any other bankruptcy law.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Bankruptcy Proceeding” means:

(a)       any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to any Guarantor;

(b)       any other voluntary or involuntary insolvency, reorganization or Bankruptcy Case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Guarantor or with respect to a material portion of their respective assets;

(c)       any liquidation, dissolution, reorganization or winding up of any Guarantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or

(d)       any assignment for the benefit of creditors or any other marshaling of assets and liabilities of any Guarantor.

“Discharge of the Guaranteed Obligations” shall mean and shall have occurred upon termination of the Commitments and payment in full of all Obligations (other than contingent indemnification obligations not then due).

“Guaranteed Obligations” shall mean (i) the Obligations, (ii) each guarantee of the Obligations and (iii) whether or not constituting Obligations, the unpaid principal of and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Company or any other Guarantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other obligations and liabilities of the Company or any other Guarantor to any Investor which arise under or in connection with any of the Notes Documents.

“Guaranteed Parties” shall mean the Investors.

“Guaranty” shall mean this Guaranty as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Notes Documents” means each of the Notes, the Subscription Agreement, and this Guaranty.

“Obligee Guarantor” shall have the meaning set forth in Section 2.6.

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“Second Lien Guaranty Agreement” shall mean that certain Second Lien Guaranty Agreement, dated as of October 29, 2018, by and among the Company, the guarantors party thereto and U.S. Bank National Association, as second lien administrative agent, as such agreement may be amended, restated, or modified from time to time.

“Senior Indebtedness” shall mean any Indebtedness of any Guarantor secured by a lien, mortgage, pledge, charge, security interest or encumbrance on any asset of any Guarantor.

“Voidable Transfer” shall have the meaning set forth in Section 2.10.

1.2         Other Definitional Provisions. (a) The words “hereof,” “herein”, “hereto” and “hereunder” and words of similar import when used in this Guaranty shall refer to this Guaranty as a whole and not to any particular provision of this Guaranty, and Section, Schedule, Exhibit and Annex references, are to this Guaranty unless otherwise specified. References to any Schedule, Exhibit or Annex shall mean such Schedule, Exhibit or Annex as amended, amended and restated or supplemented or otherwise modified from time to time in accordance with this Guaranty.

(b)       The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(c)       The expressions “payment in full,” “paid in full” and any other similar terms or phrases when used herein shall mean payment in cash in immediately available funds.

(d)       The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.

Section 2     GUARANTEE

2.1         Guarantee of Guaranteed Obligations. Subject to Section 2.2, each of the Guarantors hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Investors, for the benefit of the Guaranteed Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by each other Guarantor, including the Company, when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations. Each Guarantor shall be liable under its guarantee set forth in this Section 2.1, without any limitation as to amount but at all times subject to Section 2.2, for all present and future Guaranteed Obligations, including specifically all future increases in the outstanding amount of the Notes or other Guaranteed Obligations and other future increases in the Guaranteed Obligations, whether or not any such increase is committed, contemplated or provided for by the Notes Documents on the date hereof. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all Guaranteed Obligations that would be owed by any other obligor on the Guaranteed Obligations but for the fact that they are unenforceable or not allowable due to the existence of a Bankruptcy Proceeding involving such obligor.

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2.2         Limitation on Obligations Guaranteed. (a) Notwithstanding any other provision hereof, the right of recovery against each Guarantor under Section 2 hereof shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under Section 2 hereof void or voidable under applicable law, including, without limitation, the Uniform Fraudulent Conveyance Act, Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to the guaranty set forth herein and the Guaranteed Obligations. To effectuate the foregoing, the Investors and the Guarantors hereby irrevocably agree that the Guaranteed Obligations of each Guarantor in respect of the guarantee set forth in Section 2 hereof at any time shall be limited to the maximum amount as will result in the Guaranteed Obligations of such Guarantor with respect thereto hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under such guarantee set forth in Section 2 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under Section 2 hereof will be deemed to be enforceable and payable after the guaranty under Section 2 hereof. To the fullest extent permitted by applicable law, this Section 2.2(a) shall be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or the holders of any equity interest in such Guarantor.

(b)       Each Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability of such Guarantor under Section 2.2(a) without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of any Guaranteed Party hereunder.

2.3         Nature of Guarantee; Continuing Guarantee; Waivers of Defenses Etc.  (a) Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing guarantee of payment and performance and not merely of collectability. Each Guarantor waives diligence, presentment, protest, marshaling, demand for payment, notice of dishonor, notice of default and notice of nonpayment to or upon the Company or any of the other Guarantors with respect to the Guaranteed Obligations. Without limiting the generality of the foregoing, this Guaranty and the obligations of each Guarantor hereunder shall be valid and enforceable and shall extend to the ultimate balance of the Guaranteed Obligations, without any reduction, limitation, impairment, set-off, defense, counterclaim, discharge or termination for any reason (other than a Discharge of the Guaranteed Obligations). If any Guarantor is a natural person, it is expressly agreed that this guarantee shall survive the death of such guarantor and shall continue in effect.

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(b)       Each Guarantor agrees that the Guaranteed Obligations of each Guarantor hereunder are independent of the Guaranteed Obligations of each other Guarantor and of any other guarantee of the Guaranteed Obligations and when making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Guaranteed Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Company and any other Guarantor or any other Person or against any collateral security or other guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by any Guaranteed Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company and any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company and any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Guaranteed Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

(c)       Except to the extent the Discharge of the Guaranteed Obligations has occurred, no payment made by the Company, any of the other Guarantors, any other guarantor or any other Person or received or collected by any Guaranteed Party from the Company and any of the other Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment remain liable for the Guaranteed Obligations until the Discharge of the Guaranteed Obligations.

(d)       Without limiting the generality of the foregoing, each Guarantor agrees that until the Discharge of the Guaranteed Obligations, its obligations under and in respect of the guarantee contained in this Section 2 and any security interest, if any, securing the Guaranteed Obligations, shall not be affected by, and shall remain in full force and effect without regard to, and hereby waives all, rights, claims or defenses that it might otherwise have (now or in the future) with respect to each of the following (whether or not such Guarantor has knowledge thereof):

     (i)       the validity or enforceability of the Notes or any other Notes Document, any of the Guaranteed Obligations or any guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Party;

     (ii)      any renewal, extension or acceleration of, or any increase in the amount of the Guaranteed Obligations, or any amendment, supplement, modification or waiver of, or any consent to departure from, the Notes Documents;

     (iii)     any failure or omission to assert or enforce or agreement or election not to assert or enforce, delay in enforcement, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under any Notes Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations;

     (iv)     [Reserved];

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     (v)      any settlement, compromise, release, or discharge of, or acceptance or refusal of any offer of payment or performance with respect to, or any substitutions for, the Guaranteed Obligations or any subordination of the Guaranteed Obligations to any other obligations;

     (vi)     the validity, perfection, non-perfection or lapse in perfection, priority or avoidance of any security interest or lien, the release of any or all collateral securing, or purporting to secure, the Guaranteed Obligations or any other impairment of such collateral; and

     (vii)    any other circumstance whatsoever which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guaranteed Obligations or which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company or any other Guarantor for the Guaranteed Obligations, or of such Guarantor under the guarantee contained in this Section 2 or of any security interest granted by any Guarantor, whether in a Bankruptcy Proceeding or in any other instance.

(e)       In addition each Guarantor further waives any and all other defenses, set- offs or counterclaims (other than a defense of payment or performance in full hereunder or the Discharge of the Guaranteed Obligations) which may at any time be available to or be asserted by it, the Company or any other Guarantor or person against any Guaranteed Party, including, without limitation, failure of consideration, breach of warranty, statute of frauds, statute of limitations, accord and satisfaction and usury.

2.4         Rights of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Guaranteed Obligations by any Guarantor or is received or collected on account of the Guaranteed Obligations from any Guarantor or its property:

(a)       If such payment is made by a Guarantor (including the Company) or from its property in respect of the Guaranteed Obligations of another Guarantor, such Guarantor shall be entitled, subject to and upon (but not before) a Discharge of the Guaranteed Obligations, (A) to demand and enforce reimbursement for the full amount of such payment from such other Guarantor, and (B) to demand and enforce contribution in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable apportionment of such unreimbursed payment among all Guarantors (other than the Guarantor whose primary obligations were so guaranteed by the other Guarantors) based on the relative value of their assets and any other equitable considerations deemed appropriate by the court. For purposes of the foregoing, all guarantees of such Guarantor other than the guarantee under Section 2 hereof will be deemed to be enforceable and payable after the guaranty under Section 2 hereof.

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(b)       All rights and claims arising under this Section 2.4 or based upon or relating to any other right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Guarantor (including the Company) as to any payment on account of either (x) the Guaranteed Obligations or (y) any other obligation that is secured by any collateral that also secures or purports to secure any of the Guaranteed Obligations, in each case made by it or received or collected from its property shall be fully subordinated to the Guaranteed Obligations in all respects prior to the Discharge of the Guaranteed Obligations. Until Discharge of the Guaranteed Obligations, no Guarantor may demand or receive any collateral security, payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim provided however that except during the continuance of an Event of Default, each Guarantor may receive regularly scheduled payments of principal and interest on the Subordinated Obligations (as defined below) from any other Guarantor. If any such payment or distribution is made or becomes available to any Guarantor in any Bankruptcy Case, receivership, or Bankruptcy Proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Investors, for application to the payment of the Guaranteed Obligations. If any such payment or distribution is received by any Guarantor after the occurrence and during the continuance of an Event of Default, it shall be held by such Guarantor in trust, as trustee of an express trust for the benefit of the Guaranteed Parties, and shall forthwith be transferred and delivered by such Guarantor to the Investors, in the exact form received and, if necessary, duly endorsed.

(c)       The obligations of the Guarantors under this Guaranty and the other Notes Documents, including their liability for the Guaranteed Obligations and the enforceability of the security interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right of reimbursement, contribution or subrogation arising under this Section 2.4 or otherwise. The invalidity, insufficiency, unenforceability or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest, right or remedy at any time held by any Guaranteed Party against any Guarantor or its property. The Guaranteed Parties make no representations or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating to any such right.

2.5         Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the Investors without set-off or counterclaim (other than any amounts required to be withheld or deducted under applicable law) in dollars in immediately available funds as specified in the Notes.

2.6         Subordination of Other Obligations. Any Indebtedness of the Company or any other Guarantor now or hereafter held by any other Guarantor (the “Obligee Guarantor”), whether as original creditor, assignee, or by way of subrogation, restitution or otherwise (the “Subordinated Obligations”), is hereby subordinated in right of payment to the Guaranteed Obligations, and any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and while such Event of Default is continuing shall be held in trust for the Guaranteed Parties and, following the request of any of the Investors, shall forthwith be paid over to the Guaranteed Parties to be credited and applied against the Guaranteed Obligations but without otherwise affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.

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2.7         Financial Condition of the Company and other Guarantors. No Guaranteed Party shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of the Company or any other Guarantor. Each Guarantor has adequate means to obtain information from the Company and each other Guarantor on a continuing basis concerning the financial condition of the Company and each other Guarantor and its ability to perform its obligations under the Notes Documents, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of the Company and each other Guarantor and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Guaranteed Party to disclose any matter, fact or thing relating to the business, operations or condition of the Company or any other Guarantor now known or hereafter known by any Guaranteed Party.

2.8         Bankruptcy, Etc. The obligations of the Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or Bankruptcy Proceeding, voluntary or involuntary, involving the Company or any other Guarantor or by any defense which the Company or any Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. To the fullest extent permitted by law, the Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar person to pay the Investors, or allow the claim of the Investors in respect of, any interest, fees, costs, expenses or other Guaranteed Obligations accruing or arising after the date on which such case or proceeding is commenced.

2.9         Duration of Guarantee, Discharge of Guarantee Upon Sale of Guarantor. (a) Except as provided in Section 2.9(b) below, and subject to Section 2.10 below, the guarantee contained in this Section 2 shall remain in full force and effect until the Discharge of the Guaranteed Obligations.

(b)       If all of the equity interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions of the Notes Documents to a Person that is not an affiliate of the Company or any other Guarantor, then the guaranty of such Guarantor or such successor in interest, as the case may, hereunder shall automatically be discharged and released without any further action by any Guaranteed Party or other Person effective as of the time of such sale, disposition or other transaction.

2.10       Reinstatement. If at any time payment of any of the Guaranteed Obligations or any portion thereof is rescinded, disgorged or must otherwise be restored or returned by any Guaranteed Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Company or any other Guarantor or any substantial part of its property, or otherwise, or if any Guaranteed Party repays, restores, or returns, in whole or in part, any payment or property previously paid or transferred to the Guaranteed Party in full or partial satisfaction of any Guaranteed Obligation, because the payment or transfer or the incurrence of the obligation is so satisfied, is declared to be void, voidable, or otherwise recoverable under any state or federal law (collectively a “Voidable Transfer”), or because such Guaranteed Party elects to do so on the reasonable advice of its counsel in connection with an assertion that the payment, transfer, or incurrence is a Voidable Transfer, then, as to any such Voidable Transfer, and as to all reasonable costs, expenses and attorney’s fees of the Guaranteed Party related thereto, the liability of each Guarantor hereunder will automatically and immediately be revived, reinstated, and restored and will exist as though the Voidable Transfer had never been made.

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Section 3     REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE GUARANTORS.

3.1         Representations and Warranties. Each Guarantor represents and warrants to the Guaranteed Parties that:

(a)        such Guarantor has all right, power and authority to enter into, execute and deliver this Agreement and each other agreement, document, instrument and certificate to be executed by such Guarantor in connection with the consummation of the transactions contemplated hereby, and to perform fully its obligations hereunder and thereunder;

(b)       all action on the part of such Guarantor necessary for the authorization execution, delivery and performance of this Agreement by such Guarantor, has been taken;

(c)       This Agreement has been duly executed and delivered by the Guarantor and constitutes a legal, valid and binding obligation of the Guarantor, enforceable against the Company in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy;

(d)       The execution and delivery by the Guarantor of this Agreement and the consummation of the other transactions contemplated hereby do not and will not (i) result in the violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Guarantor is bound including without limitation all foreign, federal, state and local laws applicable to the Guarantor, except in each case as would not have a material adverse effect on the legal and valid issuance of the Guaranty by such Guarantor or (ii) conflict with or violate any provision of the Guarantor’s organizational documents;

(e)       No consent, approval, authorization or other order of any governmental authority is required to be obtained by the Guarantor in connection with the authorization, execution, delivery and performance of this Agreement.

3.2         Covenants. Each Guarantor covenants and agrees with the Guaranteed Parties that, from and after the date of this Guaranty until the Discharge of the Guaranteed Obligations, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its Subsidiaries.

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Section 4     FURTHER ASSURANCES

4.2         Further Assurances. Each Guarantor agrees that from time to time, at the expense of such Guarantor, it shall use commercially reasonable efforts to promptly execute and deliver such further instruments and documents and take such further commercially reasonable actions that may be necessary, or that the Investors may reasonably request, in order to ensure that the Guaranteed Parties receive the intended benefits hereof or to enable the Investors to exercise and enforce its rights and remedies hereunder.

Section 5     MISCELLANEOUS

5.1         Amendments in Writing. None of the terms or provisions of this Guaranty may be waived, amended, supplemented or otherwise modified except by a written instrument executed by each affected Guarantor and each of the Investors, provided that any provision of this Guaranty imposing obligations on any Guarantor may be waived by the Investors in a written instrument executed by each of the Investors.

5.2         Notices. All notices, requests and demands to or upon the Investors shall be effected in the manner provided for in Section 13 of the Notes.

5.3         No Waiver by Course of Conduct; Cumulative Remedies. No Guaranteed Party shall by any act (except by a written instrument pursuant to Section 5.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of any Guaranteed Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by any Guaranteed Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which such Guaranteed Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

5.4         Enforcement Expenses. Each Guarantor agrees to pay or reimburse each Guaranteed Party for all reasonable and documented costs and expenses of collection and enforcement of this Agreement when incurred, including such Guaranteed Party’s reasonable and documented attorneys’ fees and legal and court costs in connection therewith, including any incurred on appeal or in connection with bankruptcy or insolvency, whether or not any lawsuit or proceeding is ever filed with respect hereto.

5.5         Successors and Assigns. This Guaranty shall be binding upon the successors and assigns of each Guarantor and shall inure to the benefit of the Guaranteed Parties and their successors and permitted assigns.

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5.6       Set-Off. Each Guarantor hereby irrevocably authorizes each Guaranteed Party at any time and from time to time while an Event of Default shall have occurred and be continuing, without further notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such party to or for the credit or the account of such Guarantor, or any part thereof in such amounts as such Guaranteed Party may elect, against and on account of the obligations and liabilities of such Guarantor to such Guaranteed Party hereunder and claims of every nature and description of such Guaranteed Party against such Guarantor, in any currency, whether arising hereunder, under the Notes Documents or otherwise, as such Guaranteed Party may elect, whether or not any Guaranteed Party has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. Each Guaranteed Party exercising any right of set-off shall notify such Guarantor promptly of any such set-off and the application made by such Guaranteed Party of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Guaranteed Party under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Guaranteed Party may have.

5.7         Counterparts. This Guaranty may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract. Delivery of an executed counterpart to this Guaranty by facsimile or other electronic transmission (e.g. “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart hereof.

5.8         Severability. Any provision of this Guaranty which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

5.9         Section Headings. The section headings and Table of Contents used in this Guaranty are for convenience of reference only, are not part of this Agreement and are not to affect the construction hereof or be taken in consideration in the interpretation hereof.

5.10       Integration, Conflict. This Guaranty represents the entire agreement of the Guarantors and the Guaranteed Parties with respect to the subject matter hereof, and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. There are no promises, undertakings, representations or warranties by the Investors or any other Guaranteed Party relative to the subject matter hereof not expressly set forth or referred to herein.

5.11       GOVERNING LAW. THIS GUARANTY AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS GUARANTY (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW.

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5.12       Submission to Jurisdiction; Waivers. Each Guarantor hereby irrevocably and unconditionally:

(a)       submits for itself and its property in any legal action or proceeding relating to this Guaranty (whether arising in contract, tort or otherwise) to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, and of the United States of America for the Southern District of New York sitting in the Borough of Manhattan, and appellate courts from any thereof;

(b)       agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York state court or, to the fullest extent permitted by applicable law, in such federal court;

(c)       agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law and that nothing in this Guaranty shall affect any right that any Guaranteed Party may otherwise have to bring any action or proceeding relating to this Guaranty against the Guarantor or any of its assets in the courts of any jurisdiction;

(d)       waives to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty in any court referred to in paragraph (a) of this section (and irrevocably waives to the fullest extent permitted by applicable law the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court); and

(e)       waives, to the maximum extent not prohibited by law, any right it may have to claim or recover any special, exemplary, punitive or consequential damages.

5.13       Acknowledgments. Each Guarantor hereby acknowledges that:

(a)       in connection with all aspects of each transaction contemplated hereby, it has consulted its own legal advisors to the extent it has deemed appropriate;

(b)       no Guaranteed Party has any fiduciary relationship with or duty to any Guarantor arising out of or in connection with this Guaranty or any of the other Notes Documents, and the relationship between the Guarantors, on the one hand, and the Guaranteed Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c)       no joint venture is created hereby or by the other Notes Documents or otherwise exists by virtue of the transactions contemplated hereby among the parties hereto.

5.14       Additional Guarantors. Each subsidiary of the Company that is required to become a party to the Second Lien Guaranty Agreement shall become a Guarantor hereunder for all purposes of this Agreement upon execution and delivery by such Subsidiary of a Joinder Agreement in the form of Annex 1 hereto to each of the Investors.

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5.15       Releases. At such time as there has been a Discharge of the Guaranteed Obligations, this Agreement and all obligations (other than those expressly stated to survive such termination) of the Investors and each Guarantor hereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any party. At the request and sole expense of any Guarantor following any such termination, the Investors shall promptly execute and deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence such termination.

5.16       WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, BREACH OF DUTY, COMMON LAW, STATUTE OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO INVESTOR OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH PARTY HERETO FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

Section 6     SUBORDINATION OF GUARANTy

This Agreement, the Guaranty and all obligations of the Guarantors hereunder shall be unsecured obligations of each of the Guarantors, and shall be senior in right of payment and otherwise to all Indebtedness of the Guarantors presently existing or hereinafter incurred by the Guarantors from time to time other than any Senior Indebtedness of the Guarantors, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to this Note, in which case such Indebtedness shall not constitute Senior Indebtedness. Each of the Guarantors agrees the Guaranty and all obligations of the Guarantors hereunder, are subordinated in right of payment and otherwise to the prior payment in full of all Senior Indebtedness (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of the holders of Senior Indebtedness.

[This Space Intentionally Left Blank]

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IN WITNESS WHEREOF, each of the undersigned has caused this Subordinated Convertible Promissory Note Guaranty Agreement to be duly executed and delivered as of the date first above written.

	GUARANTORS:
	DIFFERENTIAL BRANDS GROUP INC.
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	DBG HOLDINGS SUBSIDIARY INC.
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	DBG SUBSIDIARY INC.
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	▇▇▇▇▇▇ CLOTHING HOLDINGS, INC.
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	▇▇▇▇▇▇ CLOTHING, LLC
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary

Signature Page to Subordinated Convertible Promissory Notes Guaranty Agreement

	DFBG SWIMS, LLC
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	HC ACQUISITION HOLDINGS, INC.
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	RG PARENT LLC
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	▇▇▇▇▇▇ ▇▇▇▇▇▇ HOLDINGS, LLC
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	▇▇▇▇▇▇ ▇▇▇▇▇▇ DESIGNS, LLC
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	▇▇▇▇▇▇ ▇▇▇▇▇▇ RETAIL LLC
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary

Signature Page to Subordinated Convertible Promissory Notes Guaranty Agreement

	RGH GROUP LLC
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	▇▇▇▇▇ ▇▇▇▇▇▇▇▇ IP, LLC
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	CENTRIC BRANDS HOLDING LLC
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	AMERICAN MARKETING ENTERPRISES INC.
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	BRIEFLY STATED HOLDINGS, INC.
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary

Signature Page to Subordinated Convertible Promissory Notes Guaranty Agreement

	BRIEFLY STATED INC.
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	GBG JEWELRY INC.
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	KHQ INVESTMENT LLC
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	KHQ ATHLETICS LLC
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	▇▇▇▇▇▇▇ HANDBAGS AND ACCESSORIES, LTD
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	GBG ACCESSORIES GROUP LLC
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary

Signature Page to Subordinated Convertible Promissory Notes Guaranty Agreement

	GBG SOCKS LLC
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	VZI INVESTMENT CORP.
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	GBG-BCBG LLC
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	GBG-BCBG RETAIL LLC
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	GBG DENIM USA, LLC
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	GBG BEAUTY LLC
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary

Signature Page to Subordinated Convertible Promissory Notes Guaranty Agreement

	ADDED EXTRAS LLC
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	LOTTA LUV BEAUTY LLC
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	GBG WEST LLC
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	F&T APPAREL LLC
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	GBG DENIM RETAIL LLC
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary
	INNOVO WEST SALES, INC.
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary

Signature Page to Subordinated Convertible Promissory Notes Guaranty Agreement

	CENTRIC BEBE LLC
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Secretary

Signature Page to Subordinated Convertible Promissory Notes Guaranty Agreement

Annex 1 to
Subordinated Convertible Promissory Notes Guaranty Agreement

JOINDER AGREEMENT, dated as of ____________, 20____, made by ______________________, a _______________ corporation (the “Additional Guarantor”), for the Investors from time to time holding the Notes referred to below, and the other Guaranteed Parties (as defined in the Subordinated Convertible Promissory Note Guaranty Agreement (as hereinafter defined)). All capitalized terms not defined herein shall have the meaning ascribed to them in the Subordinated Convertible Promissory Note Guaranty Agreement.

WITNESSETH:

WHEREAS, DIFFERENTIAL BRANDS GROUP INC. (the “Company”), issued those certain Subordinated Convertible Promissory Notes on October 29, 2018 (as such Subordinated Convertible Promissory Notes may be amended, restated, or replaced from time to time in accordance therewith, the “Notes”);

WHEREAS, in connection with the Notes, the Company and certain of its affiliates (other than the Additional Guarantor) have entered into the Subordinated Convertible Promissory Notes Guaranty Agreement, dated as of October 29, 2018 (as amended, supplemented replaced or otherwise modified from time to time, the “Subordinated Convertible Promissory Notes Guaranty Agreement”) for the benefit of the Guaranteed Parties;

WHEREAS, the Subordinated Convertible Promissory Notes Guaranty Agreement requires the Additional Guarantor to become a party to the Subordinated Convertible Promissory Notes Guaranty Agreement; and

WHEREAS, the Additional Guarantor has agreed to execute and deliver this Joinder Agreement in order to become a party to the Subordinated Convertible Promissory Notes Guaranty Agreement;

NOW, THEREFORE, IT IS AGREED:

1.       Subordinated Convertible Promissory Notes Guaranty Agreement. By executing and delivering this Joinder Agreement, the Additional Guarantor, as provided in Section 5.14 of the Subordinated Convertible Promissory Notes Guaranty Agreement, hereby becomes a party to the Subordinated Convertible Promissory Notes Guaranty Agreement as a Guarantor thereunder with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules [_____________¹] to the Subordinated Convertible Promissory Notes Guaranty Agreement. The Additional Guarantor hereby represents and warrants that each of the representations and warranties contained in the Subordinated Convertible Promissory Notes Guaranty Agreement as they relate to such Additional Guarantor or to the Notes Documents to which such Additional Guarantor is a party, each of which is incorporated herein by reference, is true and correct in all material respects on and as of the date hereof (after giving effect to this Joinder Agreement).

¹ Refer to each Schedule which needs to be supplemented where a secured guaranty is involved.

Annex 1-1

2.       [Limitations of Guarantee. [●]]

3.       GOVERNING LAW. THIS JOINDER AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

4.       Successors and Assigns. This Joinder Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written.

[ADDITIONAL GUARANTOR]

By:

Name:

Title:

Annex 1-2

Annex 1-A