Common use of TO ASSIGNMENT AND ASSUMPTION Clause in Contracts

TO ASSIGNMENT AND ASSUMPTION. Reference is made to the Amended and Restated Second Lien Credit Agreement, dated as of April __, 2015 (as amended, amended and restated, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), by and among (i) Sequential Brands Group, Inc., a Delaware corporation (the “Borrower”), (ii) the Guarantors party thereto from time to time, (iii) the Lenders party thereto from time to time, and (iv) Wilmington Trust, National Association, as administrative agent and collateral agent (in such capacities, the “Agent”) for its own benefit and the benefit of the other Credit Parties referred to therein. All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

TO ASSIGNMENT AND ASSUMPTION. Reference is made to the Second Amended and Restated Second First Lien Credit Agreement, dated as of April __8, 2015 (as amended, amended and restated, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), by and among (i) Sequential Brands Group, Inc., a Delaware corporation (the “Borrower”), (ii) the Guarantors party thereto from time to time, (iii) the Lenders party thereto from time to time, and (iv) Wilmington TrustBank of America, National AssociationN.A., as administrative agent and collateral agent (in such capacities, the “Agent”) for its own benefit and the benefit of the other Credit Parties referred to therein. All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

TO ASSIGNMENT AND ASSUMPTION. Reference is made to the Second Amended and Restated Second First Lien Credit Agreement, dated as of April April__, 2015 (as amended, amended and restated, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), by and among (i) Sequential Brands Group, Inc., a Delaware corporation (the “Borrower”), (ii) the Guarantors party thereto from time to time, (iii) the Lenders party thereto from time to time, and (iv) Wilmington TrustBank of America, National AssociationN.A., as administrative agent and collateral agent (in such capacities, the “Agent”) for its own benefit and the benefit of the other Credit Parties referred to therein. All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

TO ASSIGNMENT AND ASSUMPTION. Reference is made to the Amended and Restated Second Lien Credit Agreement, dated as of April __8, 2015 (as amended, amended and restated, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), by and among (i) Sequential Brands Group, Inc., a Delaware corporation (the “Borrower”), (ii) the Guarantors party thereto from time to time, (iii) the Lenders party thereto from time to time, and (iv) Wilmington Trust, National Association, as administrative agent and collateral agent (in such capacities, the “Agent”) for its own benefit and the benefit of the other Credit Parties referred to therein. All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

TO ASSIGNMENT AND ASSUMPTION. Reference is made to the Amended and Restated Second First Lien Credit Term Loan Agreement, dated as of April __March 28, 2015 2013 (as amended, amended and restated, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), by and among (i) Sequential Brands Group, Inc., a Delaware corporation (the “Borrower”), (ii) the Guarantors party thereto from time to time, (iii) the Lenders party thereto from time to time, and (iv) Wilmington TrustBank of America, National AssociationN.A., as administrative agent and collateral agent (in such capacities, the “Agent”) for its own benefit and the benefit of the other Credit Parties referred to therein. All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Credit Agreement. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION