1 EXHIBIT 1.1 7,200,000 SHARES MARTHA STEWART LIVING OMNIMEDIA, INC. CLASS A COMMON STOCK $.01 PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • October 14th, 1999 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York
1- 2 "Agreement" means this Stockholders Agreement, as amended, modified, supplemented or restated from time to time.Stockholders Agreement • September 3rd, 1999 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • Delaware
EXHIBIT 10.1License Agreement • November 1st, 2004 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing
1 EXHIBIT 4.2 LOAN AGREEMENTLoan Agreement • July 29th, 1999 • Stewart Martha Omnimedia Inc • New York
RECITALS:Investment Agreement • March 27th, 2002 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • Delaware
EXHIBIT 10.1 AMENDED AND RESTATED 1999 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT This RESTRICTED STOCK AWARD AGREEMENT (this "Agreement"), made and entered into as of the ____ day of ________, 20__, by and between ________________ (the...Restricted Stock Award Agreement • January 14th, 2005 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • Delaware
EXHIBIT 10.1Employment Agreement • May 10th, 2004 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York
AndLease Agreement • September 3rd, 1999 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York
1 EXHIBIT 4.4 AMENDMENT NO. 2 TO LOAN AGREEMENT AMENDMENT NO. 2, dated as of March 30, 1999 (the "Amendment"), to the LOAN AGREEMENT, dated as of February 3, 1997, as amended (the "Loan Agreement"), between MARTHA STEWART LIVING OMNIMEDIA LLC, a...Loan Agreement • July 29th, 1999 • Stewart Martha Omnimedia Inc • New York
1 EXHIBIT 10.7 FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 1999 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York
EXHIBIT 10.14.3 AMENDMENT #2 TO SPLIT-DOLLAR AGREEMENT This amendment is made and entered into this 1st day of January, 2003, by and among Martha Stewart Living Omnimedia, Inc., a Delaware corporation, having and address of 11 West 42nd Street, New...Split-Dollar Agreement • March 31st, 2003 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing
EXHIBIT 10.1Employment Agreement • November 1st, 2004 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York
EXHIBIT 10.10 AGREEMENT OF LEASE, made as of this 24th day of November, 1992, between TISMAN SPEYER SILVERSTEIN PARTNERSHIP, a New York limited partnership, having an office at 520 Madison Avenue, New York, New York. party of the first part,...Lease Agreement • September 3rd, 1999 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York
FIRST LEASE MODIFICATION AGREEMENTLease Modification Agreement • March 30th, 2000 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing
Exhibit 99.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of November 11, 2004 (the "Effective Date"), by and between Martha Stewart Living Omnimedia, Inc., a Delaware corporation (the "Company"), and Susan Lyne (the...Employment Agreement • November 16th, 2004 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 24th, 2015 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 22, 2015, by and between Singer Madeline Holdings, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company set forth on Schedule A (the “Stockholders”) and such other Persons, if any, from time to time that become party hereto as holders of Registrable Securities (as defined below) pursuant to Section 4.8.
EXECUTION COPY EMPLOYMENT AGREEMENT AGREEMENT, dated as of September 17, 2004 (the "Effective Date"), by and between Martha Stewart Living Omnimedia, Inc., a Delaware corporation (the "Company"), and Martha Stewart (the "Founder"). WHEREAS, the...Employment Agreement • September 23rd, 2004 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York
F-26 2 due from the Owner under this Agreement with respect to that Policy. For each Policy, the amount due from the Owner shall equal the annual cost of current life insurance protection on the life of the Employee provided under that Policy,...Split-Dollar Agreement • March 30th, 2001 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York
1 EXHIBIT 10.13 THIS LEASE, dated as of the 6th day of March, 1996, between NEWTOWN GROUP PROPERTIES LIMITED PARTNERSHIP, a Connecticut limited partnership, hereinafter referred to as the Landlord, and TIME PUBLISHING VENTURES INC., a Delaware...Lease Agreement • September 3rd, 1999 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • Connecticut
LEASELease • August 14th, 2001 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing
Exhibit Description: Consulting Agreement between Charles Koppelman and Martha Stewart Living Omnimedia, Inc. dated January 24, 2005Consulting Agreement • October 21st, 2005 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York
1 2 Rent ultimately determined to be due for such option term, 2) immediately upon the reaching of said agreement or making of said determination, the difference, if any, between said Base Rent ultimately determined to be due for such option term and...Lease Agreement • September 3rd, 1999 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing
Exhibit 10.14.2 AMENDMENT TO SPLIT-DOLLAR AGREEMENT THIS Amendment is made and entered into this 28th day of January, 2002, by and among Martha Stewart Living Omnimedia, Inc., a Delaware corporation, having an address of 11 West 42nd Street, New York,...Split-Dollar Agreement • March 27th, 2002 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing
EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 21st, 2005 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York
EXHIBIT 10.2Location Rental Agreement • November 1st, 2004 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2012 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 22, 2011 (the “Effective Date”), is made by and between Martha Stewart Living Omnimedia, Inc., a Delaware corporation (the “Company”), and Daniel M. Taitz (the “Executive”).
MARTHA STEWART LIVING OMNIMEDIA, INC. OMNIBUS STOCK AND OPTION COMPENSATION PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 6th, 2011 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • Delaware
This Restricted Stock Unit Agreement (the “Agreement”) is made and entered into as of by and between Martha Stewart Living Omnimedia, Inc., a Delaware corporation (the “Company”), and pursuant to the Martha Stewart Living Omnimedia, Inc. Omnibus Stock and Option Compensation Plan (the “Plan”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the Plan, which is attached to, and made a part of, this Agreement. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of this Agreement, the Plan terms and provisions shall prevail.
CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY Confidential Treatment has been requested for portions of this Exhibit. Confidential portions of this Exhibit are designated by [***]. A complete version of this Exhibit has been filed separately with...Magazine, Content Creation and Licensing Agreement • October 15th, 2014 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York
This MAGAZINE, CONTENT CREATION AND LICENSING AGREEMENT (this “Agreement”) is made and effective as of this 1st day of November, 2014 (the “Effective Date”), by and between Meredith Corporation, an Iowa corporation (“MEREDITH”), and Martha Stewart Living Omnimedia, Inc., a Delaware corporation (“MSO,” and together with MEREDITH, the “Parties” and each, a “Party”).
EMPLOYMENT AGREEMENT BETWEEN SINGER MADELINE HOLDINGS, INC. AND MARTHA STEWART DATED AS OF JUNE 22, 2015Employment Agreement • June 24th, 2015 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York
AGREEMENT, dated as of June 22, 2015 (the “Effective Date”), by and between Singer Madeline Holdings, Inc. (the “Company”), and Martha Stewart (the “Founder”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 24th, 2015 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • Delaware
VOTING AND SUPPORT AGREEMENT, dated as of June 22, 2015 (this “Agreement”), by and among Sequential Brands Group, Inc., a Delaware corporation (“Sequential”), Singer Madeline Holdings, Inc., a Delaware corporation (“TopCo”) and certain stockholders of Martha Stewart Living Omnimedia, Inc., a Delaware corporation (“MSLO”), listed on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”).
AGREEMENT AND PLAN OF MERGER by and among MARTHA STEWART LIVING OMNIMEDIA, INC., MADELINE MERGER SUB, INC., SEQUENTIAL BRANDS GROUP, INC., SINGER MERGER SUB, INC., and SINGER MADELINE HOLDINGS, INC. DATED AS OF JUNE 22, 2015Merger Agreement • June 24th, 2015 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 22, 2015, is by and among Martha Stewart Living Omnimedia, Inc., a Delaware corporation (“MSLO”), Madeline Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of TopCo (“Madeline Merger Sub”), Sequential Brands Group, Inc., a Delaware corporation (“Sequential”), Singer Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of TopCo (“Singer Merger Sub” and, together with Madeline Merger Sub, Inc., the “Merger Subs”), and Singer Madeline Holdings, Inc., a Delaware corporation (“TopCo”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 29th, 2013 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 25, 2013 (the “Effective Date”), by and between Martha Stewart Living Omnimedia, Inc., a Delaware corporation (the “Company”), and Daniel Dienst (the “Executive”).
MARTHA STEWART LIVING OMNIMEDIA, INC. OMNIBUS STOCK AND OPTION COMPENSATION PLAN RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • November 10th, 2008 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • Delaware
This Restricted Stock Grant Agreement (the “Agreement”) is made and entered into as of October 1, 2008 by and between Martha Stewart Living Omnimedia, Inc., a Delaware corporation (the “Company”), and Robin Marino pursuant to the Martha Stewart Living Omnimedia, Inc. Omnibus Stock and Option Compensation Plan (the “Plan”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the Plan, which is attached to, and made a part of, this Agreement. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of this Agreement, the Plan terms and provisions shall prevail.
PUBLICITY RIGHTS LICENSE AGREEMENTPublicity Rights License Agreement • May 9th, 2008 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York
PUBLICITY RIGHTS LICENSE AGREEMENT (this “Agreement”), dated as of April 2, 2008 (the "Effective Date”), among Emeril J. Lagasse, III (“Licensor”), on the one hand, and MARTHA STEWART LIVING OMNIMEDIA, INC., a Delaware corporation (“MSLO”), and MSLO EMERIL SHARED IP SUB LLC, a Delaware limited liability company and wholly-owned subsidiary of Acquisition Sub (“Shared IP Sub” and together with MSLO, “Licensees” and each, a “Licensee”), on the other hand.
EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2015 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 16, 2014 (the “Effective Date”), is made by and between Martha Stewart Living Omnimedia, Inc., a Delaware corporation (the “Company”), and Allison C. Hoffman (the “Executive”).
