Exhibit 10.35


 





ASSIGNMENT
AND ASSUMPTION AGREEMENT


 


THIS ASSIGNMENT AND ASSUMPTION AGREEMENT
(this “Agreement”), dated as of March 4, 2016 (the “Effective Date”), is made between SQBG,
Inc., a Delaware corporation (“Assignor”); and Sequential Brands Group, Inc., a Delaware corporation (“Assignee”).


 


RECITALS:


 


WHEREAS, Assignor and Yehuda Shmidman (“Shmidman”)
entered into that certain Amended and Restated Employment Agreement, dated as of April 14, 2015 (the “Shmidman Employment
Agreement”);


 


WHEREAS, Assignor and Gary Klein (“Klein”)
entered into that certain Employment Agreement, dated as of June 3, 2014 (the “Klein Employment Agreement”);


 


WHEREAS, Assignor and Tengram Capital Management,
L.P. (“Tengram”) entered into that certain Consulting Services Agreement, dated as of January 1, 2013 (the “Consulting
Agreement”);


 


WHEREAS, Assignor, Tengram and Carlyle Galaxy
Holdings, L.P. (“Galaxy”) entered into that certain letter agreement, dated as of June 24, 2014 (the “Consulting
Agreement Amendment”);


 


WHEREAS, Assignor and Tengram entered into
that certain services agreement, dated as of January 1, 2013, pursuant to which Andrew Tarshis performs certain services for Assignor
(the “Tarshis Services Agreement”);


 


WHEREAS, Assignor, TCP WR Acquisition, LLC
and Colin Dyne entered into that certain Stockholders Agreement, dated as of February 22, 2012 (the “Stockholders Agreement”);


 


WHEREAS, Assignor and Galaxy entered into
that certain Board Nominee Agreement, dated as of June 24, 2014 (the “Nominee Agreement” and, together with
the Shmidman Employment Agreement, the Klein Employment Agreement, the Consulting Agreement, the Consulting Agreement Amendment,
the Tarshis Services Agreement and the Stockholders Agreement, the “Agreements”); and


 


WHEREAS, Assignor wishes to assign to Assignee
its rights and obligations under the Agreements, an affiliate of Assignor, and Assignee wishes to assume and accept the assignment
of the Agreements.


 


AGREEMENTS:


 


In consideration of the foregoing and for
other good and valuable consideration, the parties hereto agree as follows:


 


1.Assignor hereby assigns to Assignee,
its successors and assigns, all of its rights, title and interest, and delegates all of its obligations and liabilities, to: (i)
the Shmidman Employment Agreement, (ii) the Klein Employment Agreement, (iii) the Consulting Agreement (iv) the Consulting
Agreement Amendment, (v) the Tarshis Services Agreement, (vi) the Stockholders Agreement and (vii) the Nominee Agreement.


 






    	 		 



     


    

  


2.Assignee hereby accepts the foregoing
assignment and assumes and agrees to perform all covenants, agreements and other obligations to be performed or observed by Assignor
under the Agreements.


 


3.This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns.


 


4.This Agreement may be executed in
counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same
instrument. Signatures given by facsimile or portable document format shall be binding and effective to the same extent as original
signatures.


 


5.This Agreement may not be modified
except by a writing executed by both parties.


 


[Signature page follows.]


 






    	 		 



     


    

  


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first written above.


 


 





	 	ASSIGNOR: 
	 	 	 
	 	SQBG, INC.
	 	 	 
	 	 	 
	 	By:	/s/ Yehuda Shmidman
	 	Name:	Yehuda Shmidman
	 	Title:	Chief Executive Officer
	 	 	 
	 	 	 
	 	ASSIGNEE:
	 	 	 
	 	SEQUENTIAL BRANDS GROUP, INC.
	 	 	 
	 	 	 
	 	By:	/s/ Yehuda Shmidman
	 	Name:	Yehuda Shmidman
	 	Title:	Chief Executive Officer