0001558370-16-010343 Sample Contracts

JOINDER AGREEMENT
Joinder Agreement • December 1st, 2016 • Differential Brands Group Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

THIS JOINDER AGREEMENT (this “Joinder Agreement”), dated as of November 28, 2016, is by and between DFBG SWIMS, LLC, a Delaware limited liability company (the “New Borrower”) and TCW ASSET MANAGEMENT COMPANY as Agent (in such capacity, the “Agent”) for the Lenders referred to below under that certain Credit and Security Agreement (as the same may be amended, amended and restated, modified, extended or supplemented from time to time, the “Credit Agreement”) dated as of January 28, 2016 by and among RG PARENT LLC (the “Administrative Borrower”), the other borrowers from time to time party thereto (together with the Administrative Borrower, the “Borrowers”), the Guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”) and Agent. All of the defined terms in the Credit Agreement are incorporated herein by reference.

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JOINDER TO AND MODIFICATION OF AMENDED AND RESTATED DEFERRED PURCHASE FACTORING AGREEMENT
Deferred Purchase Factoring Agreement • December 1st, 2016 • Differential Brands Group Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

THIS JOINDER TO AND MODIFICATION OF AMENDED AND RESTATED DEFERRED PURCHASE FACTORING AGREEMENT (this “Joinder”) is made as of November 28, 2016, by and among DFBG SWIMS, LLC, a Delaware limited liability company (“Additional Client”), each undersigned Existing Client (as such term is defined herein) and THE CIT GROUP/COMMERCIAL SERVICES, INC., as Factor (the “Factor”).

JOINDER AGREEMENT
Joinder Agreement • December 1st, 2016 • Differential Brands Group Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

THIS JOINDER AGREEMENT (this “Joinder Agreement”), dated as of November 28, 2016, is by and between DFBG SWIMS, LLC, a Delaware limited liability company (the “New Borrower”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), as lender under that certain Credit and Security Agreement (as the same may be amended, amended and restated, modified, extended or supplemented from time to time, the “Credit Agreement”) dated as of January 28, 2016 by and among RG PARENT LLC (the “Administrative Borrower”), the other borrowers from time to time party thereto (together with the Administrative Borrower, the “Borrowers”), the Guarantors from time to time party thereto, and the Lender. All of the defined terms in the Credit Agreement are incorporated herein by reference.

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