MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among STRETCH & BEND HOLDINGS LLC, a Delaware limited liability company, as Purchaser, SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation, as Parent, and GAIAM, INC., a Colorado corporation, as Seller...Membership Interest Purchase Agreement • July 8th, 2016 • Gaiam, Inc • Services-motion picture & video tape production • New York
This Membership Interest Purchase Agreement, dated as of May 10, 2016 (this “Agreement”), is by and among (i) STRETCH & BEND HOLDINGS, LLC, a Delaware limited liability company (“Purchaser”); (ii) SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (“Parent”), solely for the purposes of Section 7.17 and Article XI, and (iii) GAIAM, INC., a Colorado corporation (“Seller”). Certain terms used in this Agreement are defined in Section 1.01.
ASSET PURCHASE AGREEMENT by and between FIT FOR LIFE LLC, a Delaware limited liability company, as Purchaser, and GAIAM, INC., a Colorado corporation, as Seller Dated as of May 10, 2016Asset Purchase Agreement • July 8th, 2016 • Gaiam, Inc • Services-motion picture & video tape production • New York
This Asset Purchase Agreement, dated as of May 10, 2016 (this “Agreement”), is by and between (i) FIT FOR LIFE LLC, a Delaware limited liability company (“Purchaser”); and (ii) GAIAM, INC., a Colorado corporation (“Seller”). Certain terms used in this Agreement are defined in Section 1.01.
Unaudited Pro Forma Condensed Consolidated Financial InformationStock Purchase Agreement • July 8th, 2016 • Gaiam, Inc • Services-motion picture & video tape production
On May 4, 2016, Gaiam and its wholly owned subsidiary Gaiam Travel, Inc. (“Gaiam Travel”) entered into a Stock Purchase Agreement (the “Travel Purchase Agreement”) with Ben Bressler (together with Gaiam Travel, collectively, “Sellers”), Lindblad Expeditions Holdings, Inc. and Lindblad Expeditions, LLC (the “Travel Purchaser”) and closed the transactions contemplated by the Travel Purchase Agreement. Pursuant to the Travel Purchase Agreement, Travel Purchaser purchased from Gaiam Travel, and Gaiam Travel sold to Travel Purchaser, 51.4% of the equity securities of Natural Habitat, Inc. (“Natural Habitat”), representing all of Gaiam Travel’s interest in Natural Habitat (the “Travel Business Sale”). Natural Habitat owns all of the assets and liabilities primarily related to, or used in, Gaiam’s conservation adventure travel and ecotourism business, referred to in this filing as the “Travel Business.” At the closing, Travel Purchaser paid $12,850,000 in cash to Gaiam Travel.
Gaiam, Inc. Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • July 8th, 2016 • Gaiam, Inc • Services-motion picture & video tape production • Colorado
This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) made as of this , 2016 (the “Award Date”), between Gaiam, Inc., a Colorado corporation (the “Company”), and (the “Grantee”), is made pursuant to the terms of the Gaiam, Inc. 2009 Long-Term Incentive Plan, as amended from time to time (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
