0001144204-18-057086 Sample Contracts

RECEIVABLES PURCHASE AGREEMENT Dated as of October 29, 2018 by and among SPRING FUNDING, LLC, as Seller, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Purchasers, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, DIFFERENTIAL BRANDS GROUP...
Receivables Purchase Agreement • November 2nd, 2018 • Centric Brands Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

This RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of October 29, 2018 by and among the following parties:

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 2nd, 2018 • Centric Brands Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October, 2018, by and among Differential Brands Group Inc., a Delaware corporation (the “Company”) and each stockholder party hereto (each, a “Stockholder”). Each of the Company and the Stockholder may be referred to in this Agreement as a “Party,” and, collectively, as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings assigned such terms in Section 10 of this Agreement. The term “Stockholder” shall also include any Affiliate of a Stockholder to which it may transfer any securities subject to this Agreement after the date hereof, in accordance with Section 11(d).

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FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • November 2nd, 2018 • Centric Brands Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware

This SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into this 29th day of October, 2018, by and between Differential Brands Group Inc., a Delaware corporation (the “Company”) and each undersigned subscriber (each, a “Subscriber”).

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AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 2nd, 2018 • Centric Brands Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware

AMENDMENT NO. 1 (this “Amendment”), dated October 29, 2018, to the REGISTRATION RIGHTS AGREEMENT (as amended by this Amendment, the “Agreement”), made as of January 28, 2016, by and among Differential Brands Group Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (each of which is referred to in this Amendment as a “Consenting Investor”).

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PURCHASE AND SALE AGREEMENT Dated as of October 29, 2018 among VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO, as Originators, DIFFERENTIAL BRANDS GROUP, INC., as Servicer, and SPRING FUNDING, LLC, as Buyer Contents
Purchase and Sale Agreement • November 2nd, 2018 • Centric Brands Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

This PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of October 29, 2018 is entered into among DIFFERENTIAL BRANDS GROUP, INC., a Delaware corporation (“DFBG”), and the VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO (collectively, the “Originators” and each, an “Originator”), DFBG, as initial Servicer (as defined below), and SPRING FUNDING, LLC, a Delaware limited liability company (the “Buyer”).

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EMPLOYMENT AGREEMENT
Employment Agreement • November 2nd, 2018 • Centric Brands Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

EMPLOYMENT AGREEMENT, dated as of October 29, 2018, by and between Differential Brands Group, Inc., a Delaware corporation (the “Company”), and Jason Rabin (the “Executive”).

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Global Brands Group Holding Limited 9th Floor, LiFung Tower, 888 Cheung Sha Wan Road People’s Republic of China
Centric Brands Inc. • November 2nd, 2018 • Apparel & other finishd prods of fabrics & similar matl

We refer to the purchase and sale agreement, dated as of June 27, 2018, by and among Global Brands Group Holding Limited (“Parent”), GBG USA Inc. (“Seller”) and Differential Brands Group Inc. (“Purchaser”) (the “Purchase and Sale Agreement”). Unless otherwise defined herein, all capitalized terms used in this Letter Agreement shall have the meanings assigned to such terms in the Purchase and Sale Agreement.

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SECOND LIEN CREDIT AGREEMENT Dated as of October 29, 2018, Among DIFFERENTIAL BRANDS GROUP INC., as Borrower, THE LENDERS PARTY HERETO, and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent
Second Lien Credit Agreement • November 2nd, 2018 • Centric Brands Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

This SECOND LIEN CREDIT AGREEMENT, dated as of October 29, 2018, (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by and among, DIFFERENTIAL BRANDS GROUP INC., a Delaware corporation (the “Borrower”), the Lenders (as hereinafter defined) from time to time party hereto, U.S. BANK NATIONAL ASSOCIATION, as administrative agent (together with any successor administrative agent appointed pursuant hereto, in such capacity, the “Administrative Agent”) and collateral agent (together with any successor collateral agent appointed pursuant hereto, in such capacity, the “Collateral Agent”) for all Lenders.

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FIRST LIEN CREDIT AGREEMENT
First Lien Credit Agreement • November 2nd, 2018 • Centric Brands Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
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FIRST LIEN GUARANTY AGREEMENT made among DIFFERENTIAL BRANDS GROUP INC., certain of its Subsidiaries and ARES CAPITAL CORPORATION as Administrative Agent Dated as of October 29, 2018
First Lien Guaranty Agreement • November 2nd, 2018 • Centric Brands Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
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SECOND LIEN collateral AGREEMENT among DIFFERENTIAL BRANDS GROUP INC., certain of its Subsidiaries and as Second Lien Collateral Agent Dated as of October 29, 2018
Patent Security Agreement • November 2nd, 2018 • Centric Brands Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
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STOCKHOLDER AGREEMENT
Stockholder Agreement • November 2nd, 2018 • Centric Brands Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware

This STOCKHOLDER AGREEMENT (this “Agreement”), dated as of October 29, 2018, is by and among Differential Brands Group, Inc., a Delaware corporation (the “Corporation”) and the Stockholders (as defined below).

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SUBORDINATED CONVERTIBLE PROMISORY NOTES GUARANTY AGREEMENT made among DIFFERENTIAL BRANDS GROUP INC., and certain of its Subsidiaries Dated as of October 29, 2018
Subordinated Convertible Promisory Notes Guaranty Agreement • November 2nd, 2018 • Centric Brands Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

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”).

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SECOND LIEN GUARANTY AGREEMENT made among DIFFERENTIAL BRANDS GROUP INC., certain of its Subsidiaries and U.S. BANK NATIONAL ASSOCIATION as Administrative Agent Dated as of October 29, 2018
Lien Guaranty Agreement • November 2nd, 2018 • Centric Brands Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

SECOND LIEN GUARANTY AGREEMENT dated as of October 29, 2018, among 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”)) and U.S. Bank National Association as Administrative Agent, (in such capacity and together with its permitted successors and assigns in such capacity, the “Second Lien Administrative Agent”) for (i) the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Second Lien Credit Agreement, dated as of October 29, 2018 (as amended, restated, supplemented or otherwise modified or replaced from time to time, the “Credit Agreement”), among Differential Brands Group Inc., a Delaware corporation (the “Borrower”), the Lenders, the Second Lien Administrative Agent and the Collateral Agent, and (ii) the other Guaranteed Parties (as defined below).

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FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • November 2nd, 2018 • Centric Brands Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware

This SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into this 29th day of October, 2018, by and between Differential Brands Group Inc., a Delaware corporation (the “Company”) and ___________ (the “Subscriber”).

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Contract
Centric Brands Inc. • November 2nd, 2018 • Apparel & other finishd prods of fabrics & similar matl • New York

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN APPLICABLE EXEMPTION FROM REGISTRATION EVIDENCED BY (IF REQUESTED BY THE COMPANY) AN OPINION OF COUNSEL TO THE HOLDER, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

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SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • November 2nd, 2018 • Centric Brands Inc. • Apparel & other finishd prods of fabrics & similar matl

This Separation and Release Agreement (“Release”) is entered into by and between Differential Brands Group Inc., a Delaware corporation (the “Company”) and Michael Buckley (the “Executive” or “I”) (the Company and the Executive are collectively referred to as the “Parties”) as of October 29, 2018 (the “Execution Date”). Capitalized terms used but not defined herein shall have the meaning set forth in the employment agreement between the Company and the Executive, dated January 28, 2016 (the “Employment Agreement”). Reference is made to that Purchase and Sale Agreement by and among Global Brands Group Holding Limited, GBG USA Inc., and the Company, dated as of June 27, 2018 (the “Purchase Agreement”).

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FIRST LIEN COLLATERAL AGREEMENT among DIFFERENTIAL BRANDS GROUP INC., certain of its Subsidiaries and ACF FINCO I LP, as First Lien Collateral Agent Dated as of October 29, 2018
First Lien Collateral Agreement • November 2nd, 2018 • Centric Brands Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

FIRST LIEN COLLATERAL AGREEMENT, dated as of October 29, 2018, among each of the signatories hereto designated as a Grantor on the signature pages hereto (together with any other entity that may become a party hereto as a Grantor as provided herein, each a “Grantor” and collectively, the “Grantors”), and ACF FINCO I LP, as First Lien Collateral Agent (in such capacity and together with its permitted successors and assigns in such capacity, the “First Lien Collateral Agent”) for (i) the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the First Lien Credit Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified or replaced from time to time, the “Credit Agreement”), among DIFFERENTIAL BRANDS GROUP INC., a Delaware corporation (the “Borrower”), the Lenders, Ares Capital Corporation as Administrative Agent and ACF FINCO I LP as the Revolving Agent and First Lien Collateral Agent, and the other Secured

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Contract
Execution Version • November 2nd, 2018 • Centric Brands Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware

This AGREEMENT (this “Agreement”) is entered into this 29th day of October, 2018, by and between Differential Brands Group Inc., a Delaware corporation (the “Company”) and each of the investors listed on the signature pages hereto (each, an “Investor”).

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