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 9th, 2015 • Joe's Jeans 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”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 9th, 2015 • Joe's Jeans Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of [ ], 2015, by and among Joe’s Jeans, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and each of the Persons listed on Schedule B hereto, each of which is referred to in this Agreement as a “Management Holder.”
AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 8, 2015 by and among RG PARENT, LLC, JJ MERGER SUB LLC and JOE’S JEANS INC.Merger Agreement • September 9th, 2015 • Joe's Jeans Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of September 8, 2015 (this “Agreement”), is by and among RG PARENT, LLC, a Delaware limited liability company (“RG”), JJ MERGER SUB LLC, a Delaware limited liability company and a wholly owned Subsidiary of the Company (“Merger Sub”), and JOE’S JEANS INC., a Delaware corporation (the “Company”). Certain terms used in this Agreement are defined in Section 7.11.
ROLLOVER AGREEMENTRollover Agreement • September 9th, 2015 • Joe's Jeans Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware
This ROLLOVER AGREEMENT (this “Agreement”) is made as of September 8, 2015 among Joe’s Jeans Inc., a Delaware corporation (the “Company”), and each of the undersigned Persons set forth on Schedule A hereto (individually, a “Noteholder”, and collectively, the “Noteholders”). All capitalized terms not defined herein have the meanings in the Agreement and Plan of Merger, dated as of September 8, 2015 (the “Merger Agreement”) among the Company, JJ Merger Sub LLC, a Delaware limited liability company and a wholly-owned Subsidiary of the Company (“Merger Sub”), and RG Parent, LLC, a Delaware limited liability company (“RG”).
NON-COMPETITION AGREEMENTNon-Competition Agreement • September 9th, 2015 • Joe's Jeans Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware
This Non-Competition Agreement (this “Agreement”) is made as of September 8, 2015 by and among Joe’s Jeans Inc. (“Parent”), Hudson Clothing Holdings, Inc. (“Company”) and Peter Kim (“Kim”) but is not effective until the Closing (as defined in the Agreement and Plan of Merger, dated as of September 8, 2015 among RG Parent, LLC (“RG”), JJ Merger Sub LLC (“Merger Sub”) and Parent (the “Transaction Agreement”)) under the Transaction Agreement (the date of such Closing, the “Closing Date”).
ASSET PURCHASE AGREEMENT by and among JOE’S JEANS INC. and GBG USA INC. dated as of September 8, 2015Asset Purchase Agreement • September 9th, 2015 • Joe's Jeans Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
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”), and GBG USA Inc., a Delaware corporation (“Buyer”).
SEPARATION AGREEMENT AND MUTUAL LIMITED RELEASESeparation Agreement • September 9th, 2015 • Joe's Jeans Inc. • Apparel & other finishd prods of fabrics & similar matl • California
This Separation Agreement and Mutual Release (“Agreement”) is entered into as of September 8, 2015, by and between Joseph M. Dahan (“Dahan”) and Joe’s Jeans Inc. (“Company”) (collectively, the ‘Parties”).
STOCK PURCHASE AGREEMENT DATED AS OF SEPTEMBER 8, 2015 by and between TCP DENIM, LLC and JOE’S JEANS INC.Stock Purchase Agreement • September 9th, 2015 • Joe's Jeans Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of September 8, 2015 by and between JOE’S JEANS INC., a Delaware corporation (the “Company”), and TCP Denim, LLC, a Delaware limited liability company (the “Purchaser”).
