0001144204-13-027516 Sample Contracts

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • May 9th, 2013 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of March 27, 2013, by and among (i) Sequential Brands Group, Inc., a Delaware corporation, formerly known as People’s Liberation, Inc. (the “Company”), (ii) TCP WR Acquisition, LLC (“Tengram”), and (iii) any other holder of common stock of the Company that may become a party to this Agreement after the date and pursuant to the terms hereof (collectively with Tengram, the “Stockholders”). Capitalized terms used herein without definition shall have the meanings set forth in Section 3.1.

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SUBSIDIARIES OF SEQUENTIAL BRANDS GROUP, INC.
Sequential Brands Group, Inc. • May 9th, 2013 • Apparel & other finishd prods of fabrics & similar matl

Sequential Brands Group, Inc. has four wholly owned subsidiaries: Versatile Entertainment, Inc., a California corporation, Bella Rose, LLC, a California limited liability company, Heelys, Inc., a Delaware corporation and Brand Matter, LLC, a Delaware limited liability company.

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