0001144204-15-028013 Sample Contracts

AMENDED & RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 6th, 2015 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

AMENDED & RESTATED EMPLOYMENT AGREEMENT, dated as of April 14,2015, by and between Sequential Brands Group, Inc., a Delaware corporation (the “Company”), and Yehuda Shmidman (the “Executive”).

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SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT
First Lien Credit Agreement • May 6th, 2015 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

WHEREAS, the Borrower, the Guarantors, the Lenders and the Agent are party to the Amended and Restated First Lien Credit Agreement dated as of August 15, 2014 (as amended and in effect on and prior to the date hereof, the “Existing Credit Agreement”) by, among others, the Borrower, the Guarantors party thereto, the “Lenders” as defined therein, and Bank of America, N.A., as “Administrative Agent” and “Collateral Agent”;

PURCHASE AGREEMENT among SEQUENTIAL BRANDS GROUP, INC., WITH YOU, INC., CORNY DOG, INC., WITH YOU LLC, and JESSICA SIMPSON Dated as of April 1, 2015
Purchase Agreement • May 6th, 2015 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

PURCHASE AGREEMENT, dated as of April 1, 2015 (this “Agreement”), by and among Sequential Brands Group, Inc., a Delaware corporation (the “Buyer”), With You, Inc., a California corporation (“WYI”), Corny Dog, Inc., a California corporation (“Corny Dog” and, together with WYI, sometimes collectively referred to herein as the “Sellers”), With You LLC, a Delaware limited liability company (the “Company”), and Jessica Simpson, in her capacity as the sole stockholder of each of the Sellers (“JS”).

AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT Dated as of April 8, 2015 among SEQUENTIAL BRANDS GROUP, INC., as the Borrower The Guarantors Named Herein WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent and The...
Second Lien Credit Agreement • May 6th, 2015 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

This AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT (the “Agreement”) is entered into as of April 8, 2015, 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 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent (collectively, with any successor thereto, the “Agent”).

FIRST AMENDMENT To INTERcreditor agreement
Intercreditor Agreement • May 6th, 2015 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl

THIS FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (this “Amendment”) is entered into this 8th day of April, 2015, among BANK OF AMERICA, N.A., in its capacity as administrative agent and collateral agent (together with its successors and assigns in such capacity, the “First Lien Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “Second Lien Agent”).

SEQUENTIAL BRANDS GROUP, INC.
2015 Restricted Stock Unit Award Agreement • May 6th, 2015 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is made and entered into as of April 14, 2015 (“Grant Date”) by and between Sequential Brands Group, Inc., a Delaware corporation (the “Company”), and Yehuda Shmidman (the “Participant”). Defined terms not explicitly defined in this Award Agreement shall have the same definitions ascribed to such terms in the Plan.

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