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 • August 22nd, 2014 • Carlyle Group L.P. • Investment advice • Delaware
This Warrant is issued in connection with that certain Agreement and Plan of Merger, dated as of June 24, 2014 (the “Merger Agreement”), by and among the Company, SBG Universe Brands, LLC, Universe Galaxy Merger Sub, Inc., Galaxy Brand Holdings, Inc., solely in its capacity as the Stockholder Representative (as defined in the Merger Agreement) Carlyle Equity Opportunity GP, L.P, and, for purposes of Section 6.5(b) only, Carlyle Galaxy Holdings, L.P.
JOINT FILING AGREEMENTJoint Filing Agreement • August 22nd, 2014 • Carlyle Group L.P. • Investment advice
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
