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 WARRANTWarrant Agreement • July 19th, 2016 • Differential Brands Group Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware
This Warrant is issued in connection with that certain Purchase Agreement, regarding the share capital of SWIMS AS, a Norwegian private limited company (aksjeselskap) registered with the Norwegian Register of Business Enterprises under registration number 988 225 266 and with registered address at Holtegata 26, 0355 Oslo, Norway, dated as of the date hereof, by and among the Company, DFBG Swims LLC, a Delaware limited liability company, each shareholder of the Company signatory thereto, and Øystein Alexander Eskeland and Atle Søvik, acting jointly as the representatives of the sellers.
PURCHASE AGREEMENT amongPurchase Agreement • July 19th, 2016 • Differential Brands Group Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
PURCHASE AGREEMENT, dated as of July 18, 2016 (this “Agreement”), regarding the share capital of SWIMS AS, a Norwegian private limited company (aksjeselskap) registered with the Norwegian Register of Business Enterprises under registration number 988 225 266 and with registered address at Holtegata 26, 0355 Oslo, Norway (the “Company”), entered into among Differential Brands Group Inc., a Delaware corporation (“Parent”), DFBG Swims LLC, a Delaware limited liability company (the “Buyer”), each shareholder of the Company signatory hereto and set forth in Exhibit A to this Agreement (the “Sellers”), Øystein Alexander Eskeland and Atle Søvik, acting jointly as the representatives of the Sellers (the “Sellers’ Representative”) and, solely for purposes of Section 5.6, the TCP Parties (as defined herein).
CONSENT AND AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • July 19th, 2016 • Differential Brands Group Inc. • Apparel & other finishd prods of fabrics & similar matl
THIS CONSENT AND AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of July 18, 2016, by and among the lenders identified on the signature pages hereto (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, and collectively, “Lenders”), TCW ASSET MANAGEMENT COMPANY, as Agent for each of the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), DIFFERENTIAL BRANDS GROUP INC., a Delaware corporation (“Parent”), DBG SUBSIDIARY INC., a Delaware corporation (“DBG”), HUDSON CLOTHING, LLC, a California limited liability company (“Hudson”), RG PARENT LLC, a Delaware limited liability company (the “RG Parent”), ROBERT GRAHAM HOLDINGS, LLC, a New York limited liability company (“RG Holding”), ROBERT GRAHAM DESIGNS, LLC, a New York limited liability company (“RG Designs”), ROBERT GRAHAM RETAIL LLC, a Delaware limited liability company (“RG Retail” and togethe
CONSENT AND AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • July 19th, 2016 • Differential Brands Group Inc. • Apparel & other finishd prods of fabrics & similar matl
THIS CONSENT AND AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of July 18, 2016, by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), DIFFERENTIAL BRANDS GROUP INC., a Delaware corporation (“Parent”), DBG SUBSIDIARY INC., a Delaware corporation (“DBG”), HUDSON CLOTHING, LLC, a California limited liability company (“Hudson”), RG PARENT LLC, a Delaware limited liability company (the “RG Parent”), ROBERT GRAHAM HOLDINGS, LLC, a New York limited liability company (“RG Holding”), ROBERT GRAHAM DESIGNS, LLC, a New York limited liability company (“RG Designs”), ROBERT GRAHAM RETAIL LLC, a Delaware limited liability company (“RG Retail” and together with Parent, DBG, Hudson, RG Parent, RG Holding, and RG Designs, collectively, the “Borrowers”, and each a “Borrower”), and the Guarantors party hereto.
