AGREEMENT AND PLAN OF MERGER by and among SEQUENTIAL BRANDS GROUP, INC., SBG UNIVERSE BRANDS, LLC, UNIVERSE GALAXY MERGER SUB, INC., GALAXY BRAND HOLDINGS, INC., solely in its capacity as the Stockholder Representative, CARLYLE EQUITY OPPORTUNITY GP,...Agreement and Plan of Merger • June 25th, 2014 • Sequential Brands Group, Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 24, 2014, is by and among Sequential Brands Group, Inc., a Delaware corporation (“Parent”), SBG Universe Brands, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“LLC Sub”), Universe Galaxy Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of LLC Sub (“Merger Sub”), Galaxy Brand Holdings, Inc., a Delaware corporation (“Galaxy”), Carlyle Equity Opportunity GP, L.P., a Delaware limited partnership, solely in its capacity as the representative of the Galaxy Stockholders (the “Stockholder Representative”), and, for purposes of Section 6.5(b) only, Carlyle Galaxy Holdings, L.P., a Delaware limited partnership (“Carlyle”).
