EXHIBIT 10.36 CONFIDENTIAL TREATMENT REQUESTED VERSATILE ENTERTAINMENT, INC. 150 West Jefferson Boulevard Los Angeles, California 90007 December 16, 2008 Charlotte Russe Merchandising, Inc. 4645 Morena Boulevard San Diego, CA 92117 Attn: Emilia...Peoples Liberation Inc • March 31st, 2009 • Apparel & other finishd prods of fabrics & similar matl • California
EXHIBIT 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), dated as of the 19th day of June, 2007, is entered into by and between People's Liberation, Inc. ("Company") and Daniel S. Guez...Employment Agreement • June 25th, 2007 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
RECITALSSubscription Agreement • November 14th, 2007 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
EXHIBIT 10.12 AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT This Amendment to Executive Employment Agreement (the "AMENDMENT") is entered into this 8th day of November, 2006 (the "AMENDMENT EFFECTIVE DATE"), by and between People's Liberation, Inc. (the...Executive Employment Agreement • March 16th, 2007 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
EXHIBIT 10.1 LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • August 12th, 2008 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
RECITALSIndemnification Agreement • January 9th, 2006 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • Delaware
RECITALSOperating Agreement • November 28th, 2007 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • Delaware
EXHIBIT 10.5 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED,...Peoples Liberation Inc • November 14th, 2007 • Apparel & other finishd prods of fabrics & similar matl • Delaware
EXHIBIT 10.7 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (the "AGREEMENT") is made as of this ___ day of ____________ 2005, by and between Century Pacific Financial Corporation, a Delaware corporation (the "COMPANY"), and the investor...Subscription Agreement • November 25th, 2005 • Century Pacific Financial Corp • Security brokers, dealers & flotation companies • Delaware
RECITALSContribution Agreement • August 12th, 2008 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
RECITALSRegistration Rights Agreement • November 14th, 2007 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
RECITALSManagement Services Agreement • August 12th, 2008 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
EXHIBIT 10.39 ADDENDUM TO AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERICAL MULTI-TENANT LEASE - GROSS This Addendum ("Addendum") is hereby made part of the AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERICAL...Peoples Liberation Inc • March 31st, 2009 • Apparel & other finishd prods of fabrics & similar matl
EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT (this "Agreement"), effective as of this 12th day of January, 2007 (the "Effective Date"), is entered into by and between People's Liberation, Inc. ("Company"), and Daniel S. Guez...Employment Agreement • January 17th, 2007 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
EXHIBIT 10.32 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this "AGREEMENT"), is entered into this 1st day of February, 2007, by and between Versatile Entertainment, Inc., a California corporation, with its offices located at 150 West Jefferson...Consulting Agreement • November 28th, 2007 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 28th, 2012 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 2, 2012, between People’s Liberation, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
EXHIBIT 10.1 AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF WILLIAM RAST SOURCING, LLC EFFECTIVE AS OF JANUARY 1, 2007 TABLE OF CONTENTS ARTICLE I - DEFINITIONS OF TERMS...............................................1 ARTICLE II...Limited Liability Company Operating Agreement • May 14th, 2007 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
SECURITY AGREEMENTSecurity Agreement • February 28th, 2012 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • New York
This SECURITY AGREEMENT, dated as of February 3, 2012 (this “Agreement”), is among People’s Liberation, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company listed on the signature pages hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Variable Rate Senior Secured Convertible Debentures due three (3) years following their issuance (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
COMMON STOCK PURCHASE WARRANT people’s liberation, inc.Peoples Liberation Inc • February 28th, 2012 • Apparel & other finishd prods of fabrics & similar matl
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from People’s Liberation, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SUBSIDIARY GUARANTEESubsidiary Guarantee • February 28th, 2012 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • New York
SUBSIDIARY GUARANTEE, dated as of February 3, 2012 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of February 2, 2012, between People’s Liberation, Inc., a Delaware corporation (the “Company”) and the Purchasers.
EXHIBIT 10.9 PLACEMENT AGENT AGREEMENT November 23, 2005 Sanders Morris Harris Inc. 320 Park Avenue, 17th Floor New York, NY 10022 Gentlepersons: 1. INTRODUCTORY. Sanders Morris Harris Inc., a Texas corporation, proposes to act on a best efforts basis...Agent Agreement • November 25th, 2005 • Century Pacific Financial Corp • Security brokers, dealers & flotation companies • New York
EXHIBIT 10.5 FTC COMMERCIAL CORP. FACTORING AGREEMENT TO: J. LINDEBERG USA, LLC DATE: JULY 28, 2008 150 W. JEFFERSON BLVD. 150 W. Jefferson Blvd. LOS ANGELES, CA 90007 Ladies and Gentlemen: This Factoring Agreement (this "AGREEMENT") sets out the...Factoring Agreement • August 12th, 2008 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
EXHIBIT 10.1 KEATING SECURITIES, LLC 5251 DTC PARKWAY, SUITE 1090 GREENWOOD VILLAGE, COLORADO 80111-2739 (720) 889-0131 (720) 889-0135 FAX November 22, 2005 Mr. Kevin Keating, President Century Pacific Financial Corporation 936A Beachland Boulevard,...Century Pacific Financial Corp • November 25th, 2005 • Security brokers, dealers & flotation companies • Colorado
RECITALSSeparation Agreement and Mutual Release • October 9th, 2007 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2014 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 15, 2014, by and between Sequential Brands Group, Inc., a Delaware corporation (the “Company”), and Carlyle Equity Opportunity GP, L.P. (the “Representative”), a Delaware limited partnership, on behalf of, and for the benefit of, the former stockholders and optionholders and each of their permitted transferees (the “Stockholders”) of Galaxy Brand Holdings, Inc. (“Galaxy”).
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN ARTICLE II OF THIS WARRANTPeoples Liberation Inc • November 21st, 2011 • Apparel & other finishd prods of fabrics & similar matl • Delaware
THIS IS TO CERTIFY THAT, for value received, Monto Holdings (Pty) Ltd., (the “Registered Holder”), or its permitted assigns, is entitled to purchase from People’s Liberation, Inc., a Delaware corporation (the “Company”), at the place where the Warrant Office designated pursuant to Section 2.1 is located, at a purchase price per share of $0.08 (as adjusted pursuant to the terms of this Warrant, the “Exercise Price”), 12,500,000 shares of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, $0.001 par value per share, of the Company, and is entitled also to exercise the other appurtenant rights, powers and privileges hereinafter set forth. The number of shares of the Common Stock purchasable hereunder and the Exercise Price are subject to adjustment in accordance with Article III hereof. This Warrant shall expire at 5:00 p.m., Los Angeles time, on the fifth anniversary of the date hereof.
AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment 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”).
ANDOffice Lease • March 31st, 2009 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
EXHIBIT 10.7 FTC COMMERCIAL CORP. FORM OF GUARANTY To induce FTC COMMERCIAL CORP. (hereinafter referred to as "FTC") to enter into a Factoring Agreement and an Inventory Loan Facility Agreement with J. LINDEBERG USA, LLC (hereinafter referred to as...Peoples Liberation Inc • August 12th, 2008 • Apparel & other finishd prods of fabrics & similar matl
EXHIBIT 10.6 ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT ("ASSIGNMENT") is made and entered into and effective as of May 16, 2005 (the "EFFECTIVE DATE"), by and among Versatile Entertainment, Inc.,...Assignment, Assumption and Novation Agreement • November 25th, 2005 • Century Pacific Financial Corp • Security brokers, dealers & flotation companies
SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENTFirst 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”;
EXHIBIT 10.1 INDEPENDENT CONSULTANT AGREEMENT This Independent Consultant Agreement is entered into between People's Liberation, Inc. (the "Company"), and the party or parties listed below as of the date specified below. The agreement among the...Independent Consultant Agreement • May 15th, 2009 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
EXHIBIT 10.34 FTC Commercial Corp. -------------------------------------------- ------------------------------------ AMENDMENT NO. 1 TO INVENTORY LOAN FACILITY AGREEMENT This Amendment No. 1 to Inventory Loan Facility Agreement (this "Amendment") is...Inventory Loan Facility Agreement • November 28th, 2007 • Peoples Liberation Inc • Apparel & other finishd prods of fabrics & similar matl • California
INTERCREDITOR AGREEMENT by and among BANK OF AMERICA, N.A., as First Lien Agent, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Agent, dated as of August 15, 2014Intercreditor Agreement • August 18th, 2014 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
THIS INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of 15, 2014 among (a) 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”) for (i) the financial institutions party from time to time to the First Lien Credit Agreement referred to below (such financial institutions, together with their respective successors, assigns and transferees, the “First Lien Lenders”) and (ii) any First Lien Bank Products Affiliates and First Lien Cash Management Affiliates (each as defined below) (such First Lien Bank Products Affiliates and First Lien Cash Management Affiliates, together with the First Lien Agent and the First Lien Lenders, the “First Lien Secured Parties”), and (b) WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as administrative agent and collateral a
ASSET PURCHASE AGREEMENT by and among JOE’S JEANS INC., JOE’S HOLDINGS LLC and SEQUENTIAL BRANDS GROUP, INC. dated as of September 8, 2015Asset Purchase Agreement • September 14th, 2015 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of September 8, 2015, is entered into by and between Joe’s Jeans Inc., a Delaware corporation (“Seller”), Joe’s Holdings LLC, a Delaware limited liability company (“Buyer”), and solely for purposes of Section 6.15 and Article X, Sequential Brands Group, Inc., a Delaware corporation (“Parent”).
