CLASS B COMMON STOCK PURCHASE WARRANT SEQUENTIAL BRANDS GROUP, INC.Sequential Brands Group, Inc. • April 3rd, 2013 • Apparel & other finishd prods of fabrics & similar matl • New York
THIS CLASS B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Pathlight Capital, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date first specified above (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sequential Brands Group, Inc., a Delaware corporation (the “Company”), up to 285,160 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Common Stock, par value $0.001 per share of the Company (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECOND LIEN TERM LOAN AGREEMENT Dated as of March 28, 2013 among SEQUENTIAL BRANDS GROUP, INC., as the Borrower The Guarantors Named Herein PATHLIGHT CAPITAL, LLC as Administrative Agent and Collateral Agent and The Lenders Party HeretoSecond Lien Term Loan Agreement • April 3rd, 2013 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
This SECOND LIEN TERM LOAN AGREEMENT (the “Agreement”) is entered into as of March 28, 2013, among SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors; each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”); and PATHLIGHT CAPITAL, LLC, as Administrative Agent and Collateral Agent.
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • April 3rd, 2013 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
This WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of March 28, 2013, by and among Pathlight Capital, LLC (the “Purchaser”) and Sequential Brands Group, Inc. (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in Section 5A hereof.
PURCHASE AGREEMENT by and among SEQUENTIAL BRANDS GROUP, INC., ETPH ACQUISITION, LLC and B®AND MATTER, LLC Dated as of March 28, 2013Purchase Agreement • April 3rd, 2013 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
This PURCHASE AGREEMENT (this “Agreement”) is dated as of March 28, 2013, by and among Sequential Brands Group, Inc., a corporation incorporated under the laws of Delaware (“Purchaser”), ETPH Acquisition, LLC, a limited liability company organized under the laws of Delaware (“Seller”), and, solely for purposes of Section 7.13, B®and Matter, LLC, a limited liability company organized under the laws of Delaware (the “Company”).
FIRST LIEN TERM LOAN AGREEMENT Dated as of March 28, 2013 among SEQUENTIAL BRANDS GROUP, INC., as the Borrower The Guarantors Named Herein BANK OF AMERICA, N.A. as Administrative Agent and Collateral Agent and The Lenders Party HeretoLicense Agreement • April 3rd, 2013 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
This FIRST LIEN TERM LOAN AGREEMENT (the “Agreement”) is entered into as of March 28, 2013, among SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors; each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”); and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent.
