0001144204-12-046001 Sample Contracts

CONFIDENTIAL TREATMENT REQUESTED DVS LICENSE AGREEMENT – WORLDWIDE EXCLUSIVE LICENSE
License Agreement – Worldwide Exclusive License • August 14th, 2012 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
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PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • August 14th, 2012 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • California

THIS AGREEMENT (“Agreement”), dated as of the 28th day of June, 2012, is made by and between Sequential Brands Group, Inc., a Delaware corporation (“Seller”), and Westlife Distribution USA, LLC, a California limited liability company (“Purchaser”).

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF DVS FOOTWEAR INTERNATIONAL LLC
Limited Liability Company Operating Agreement • August 14th, 2012 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the "Agreement") of DVS Footwear International LLC (the "Company") dated as of this 29 day of June, 2012, by and between Sequential Brands Group, Inc. (the "Managing Member") and Elan Polo International, Inc. (the "Minority Member") and each Person (as hereinafter defined) subsequently admitted as a member of the Company (together with the Managing Member and the Minority Member, individually, a "Member" and, collectively, the "Members").

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • August 14th, 2012 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • California

THIS AGREEMENT (“Agreement”), dated as of the 18th day of June, 2012, is made by and between DVS Shoe Co., Inc. a California corporation (“Seller”), and Sequential Brands Group, Inc., or its designee, assignee or nominee (“Purchaser”).

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