Exhibit 10.02


 


 


EXECUTION







 


AMENDED AND RESTATED


DEFERRED PURCHASE FACTORING AGREEMENT


ROSENTHAL & ROSENTHAL, INC.


1370 Broadway


New York NY 10018


 


New York, NY


Dated: July 22, 2020


STEVEN MADDEN, LTD.


DOLCE VITA HOLDINGS, INC.


SCHWARTZ & BENJAMIN, INC.


B. B. DAKOTA, INC.


GREATS BRAND INC.


TRENDY IMPORTS, S. DE R.L. DE C.V.


REPORT FOOTWEAR, INC.


STEVEN MADDEN RETAIL, INC.


SML ACQUISITION CORP.


DANIEL M. FRIEDMAN & ASSOCIATES, INC.


DIVA ACQUISITION CORP.


THE TOPLINE CORPORATION


MADDEN INTERNATIONAL LIMITED


ADESSO-MADDEN, INC.


CEJON ACCESSORIES, INC.


THE ASEAN CORPORATION LIMITED


52-16 Barnett Avenue


Long Island City, NY 11104


 


The following is the Agreement
under which we will act as your collection agent. Subject to Section 15 below and Schedule 1, this Agreement amends, restates,
replaces, and supersedes any prior Collection Agency Agreements between Steven Madden, Ltd. and/or one or more of its affiliates
on the one hand, and Rosenthal & Rosenthal, Inc., on the other hand, including the Collection Agency Agreement dated July 10,
2009 and the agreements identified in Schedule 1 hereto. Capitalized terms shall have the meanings set forth in Section 14 and
Schedule 1 hereof:


 


		1.	Collection of Receivables
                                         :



 


1.1. From time to
time so long as no Rosenthal Default has occurred and is continuing, you will refer all invoices evidencing Orders to us for collection
of the balance due (“Referred Accounts”) and you hereby appoint us as your collection agent with respect thereto,
and we shall have the right to collect (except as otherwise provided herein), and we shall provide the collection services for
such Referred Accounts and Receivables and serve as your collection agent, in accordance with and subject to the terms of this
Agreement. Subject to the terms of this Agreement, upon each sale of your Inventory or rendition by you of services you shall execute
and deliver to us such further and confirmatory evidence of our authority as collection agent with respect to your Receivables
as we reasonably require from time to time, including copies of invoices or such equivalent electronic document as we may designate
for such use, and all shipping or delivery receipts and such other proof of sale and delivery or performance. All invoices (and
other statements to Customers) evidencing Referred Accounts shall clearly state, in a manner reasonably satisfactory to us, that
each Receivable is payable to us in our capacity as collection agent on your behalf. The form on Exhibit A annexed hereto is satisfactory
to us. We understand and agree that with respect to CR Receivables, Orders withdrawn in accordance with Section 2 below and/or
any Orders with respect to an account debtor that we have previously denied Credit Approval that you have the right to retain other
collection agencies to provide collection agency services.


1.2. You or the
Credit Agreement Agent may recall, upon prior written notice to us, any Referred Account previously referred to us in your
sole discretion (other than Purchased Receivables for which we have paid you the Purchase Price thereof) during a Rosenthal
Default or a Credit Agreement Default (the “Redirection Right”), all of which accounts shall automatically
be deemed Charged Back by us to you at the time of our receipt of such notice. When an account is so recalled, we will
promptly, and no later than three (3) Business Days after issuance of such recall notice, cooperate with you, or your
designee or the Credit Agreement Agent, to notify your Customers that such Receivables have been reassigned from us to you or
your designee or the Credit Agreement Agent and that you or your designee or the Credit Agreement Agent shall have the sole
right to collect and otherwise deal with such Receivables, including without limitation, by delivering written authorization
to Customers to remit such payments in accordance with your instruction or the Credit Agreement Agent’s instruction. If
litigation has been initiated on such a withdrawn account, but not brought to judgment, we will cooperate in transitioning
the same and obtaining documentation needed to substitute legal counsel if and as you request. You shall be required to pay
all reasonable and documented out-of-pocket expenses incurred by us in connection with any of the foregoing.



    	 	 	 



     


    

 


		2.	Credit and Approval:



 


Unless already covered
by a Credit Line established by us as hereinafter set forth, you will submit to us for our credit approval the principal terms
of each and every Order. We may, in our sole discretion, approve all or a portion of an Order, by issuing a Credit Approval, withdraw
any Credit Approval, withdraw or adjust any Credit Line, or suspend any Availability under a Credit Line, in each case at any time
solely before you deliver the Inventory or render the services. In addition, we may from time to time in our sole discretion upon
your request establish a Credit Line or Credit Lines pursuant to which you may ship to Customers. No Credit Approval, including
approval based upon shipment against Availability under a Credit Line shall be effective unless (i) the Inventory is shipped or
the services rendered, within the time specified therein, or if no time is specified, within thirty (30) days after the date our
Credit Approval is issued; (ii) the Customer has accepted delivery of the Inventory or performance of the services in the Order;
and (iii) a schedule of the Receivables(s) which arise as a result of the Order which is the subject of the Credit Approval has
been delivered to us before ten (10) Business Days after the delivery of the goods or the performance of the service. Upon the
effectiveness of a Credit Approval, we shall be deemed to have accepted the Credit Risk (but not the risk of non-payment for any
other reason) to the extent of the dollar amount specified in the Credit Approval and the Receivable which is the subject thereof
shall, to the extent of the amount specified in the Credit approval, be a Credit Approved Receivable. If the dollar amount of the
Credit Approval is less than the amount of the Order, if we decline to issue any Credit Approval or withdraw any Credit Approval
to the extent permitted by the terms of this Agreement, you may, in your sole discretion, withdraw such Order from collection hereunder
to the extent permitted by the terms of this Agreement. In no event, however, shall we have any Credit Risk on any Receivable for
freight, samples, or sales not made in the ordinary course of your business. We may, in our sole discretion, upon written notice
to you (including by making such information available to you on our client web portal currently known as RAPID),withdraw any Credit
Approval, or withdraw or adjust any Credit Line, at any time before you deliver the Inventory or render the services, in which
event you may, in your sole discretion, withdraw such Order from collection hereunder to the extent permitted by the terms of this
Agreement.


 


		3.	Client Risk Receivables:



 


All CR Receivables are
with full recourse to you and at your credit risk, but are otherwise subject to the covenants, terms and conditions provided herein
with respect to Credit Approved Receivables. You agree to pay us promptly after demand all reasonable and documented out-of-pocket
expenses including reasonable and documented collection charges and reasonable and documented attorneys’ fees incurred by
us in attempting to collect or enforce any payment of CR Receivables, it being understood that we will not commence suit against
any Customer (other than in respect of a Purchased Receivable (at our own expense)) without your prior written approval. In addition,
if we, at your request, and in our discretion, file a proof of claim in any insolvency proceeding with respect to a CR Receivable
and/or forward a CR Receivable to an attorney or agency for collection, we shall charge your account with (i) the fees and expenses
of such attorney or collection agency and (ii) a service charge equal to $100 plus 5% of any amount collected on the CR Receivable.




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		4.	Returned Merchandise/Claims,
                                         Disputes and Chargebacks:



 


4.1. In the event
of a breach by you of any of the representations or warranties contained herein with respect to a Receivable, or the assertion,
with respect to a Receivable, of a Dispute, any such Receivable (whether or not a Credit Approved Receivable), shall thereupon
become a CR Receivable to the extent of the Dispute. You shall notify us immediately of any Dispute, including a Customer’s
return of or desire to return any Inventory purchased from you. We may, but are not obligated to, settle, compromise, adjust or
litigate any Dispute, including, a return of the related Inventory upon such terms as we deem advisable, provided that your agreement
and cooperation is required for any such settlement, compromise, adjustment or litigation other than as to a Purchased Receivable,
and we will not commence suit against any Customer (other than with respect to a Purchased Receivable (at our own expense)) without
your prior written consent. We will not initiate any form of legal action with respect to such a Receivable unless you have approved
in writing the third party engaged, and its respective processes to be used. We may, at our option, Charge Back to you all amounts
owing on CR Receivables which are not paid when due, and we shall also have the right to charge your account with us in the amount
of any payment which we receive with respect to a CR Receivable we previously paid to you, if we are subsequently required to disgorge
such payment for any reason, including, such payment being deemed a preferential transfer. A Charge Back shall not constitute a
resale or reassignment to you of the Receivable which is the subject thereof if prior to such Charge Back the Receivable had been
purchased by us pursuant to the terms hereof. Subject to the terms of this Agreement, you agree to indemnify and save us harmless
from and against any and all loss, liability, claim, cost and expense of any kind, caused by or arising from any Disputes with
or similar or related claims of your Customers (or any representative thereof), asserting an interest in Receivables or payments
thereon, including: (i) any disputes or claims with respect to terms, price, quality or otherwise regarding Inventory with
respect to Receivables; (ii) any claim for a return of any payments made by or on behalf of any Customer with respect to Receivables,
to the extent such payments are either made directly to you or made to us and remitted to you (including alleged preferential transfers
with respect to any such payments on Receivables that were not Credit Approved Receivables at the time the payment was received);
(iii) any claims by any governmental authorities (federal, state, municipal or otherwise) for the turnover or payment to such
governmental authority of all or any portion of any payment received from a Customer which we paid to you and (iv) all reasonable
and documented collection expenses and attorney’s (whether in-house or outside) fees incurred with respect to any of the
foregoing. Notwithstanding anything to the contrary herein, this Agreement shall not require you to pay any legal fees we may incur
in connection with the defense of any claims asserted against us (including by a counterclaim) by an Obligor with respect to our
collection activities to the extent of any matters for which we have indemnified you under Section 4.2 below. Your liability under
this paragraph, and that of any Person liable for the Obligations, shall constitute Obligations but shall nonetheless be independent
hereof and continue notwithstanding any termination hereof.


 


4.2. We will indemnify,
defend and hold harmless you, your officers, directors, employees, agents, attorneys, Affiliates and representatives and the respective
successors and assigns of the foregoing from and against all claims, damages, costs, losses or liabilities, including reasonable
attorneys’ fees and expenses (“Losses”), to the extent such Losses are resulting from or related to (i) a
breach by us of this Agreement, (ii) a failure by us to comply with any applicable laws, rules, regulations and/or licensing
requirements in connection with the transactions contemplated by this Agreement, or (iii) any gross negligence or willful
misconduct of us or our employees or representatives in performing any obligation or duty under this Agreement, provided (x) we
shall have no obligation to indemnify or hold harmless for any Losses arising as a result of any error in any information provided
by you to us concerning a Referred Account, and (y) our total liability to you under this Section 4.2 shall be limited to an aggregate
amount of the average annual commission actually paid by you to us pursuant to Section 6 below during the term of this agreement
prior to the time any such claim(s) shall be made by you under this Section.


 


		5.	Representations, Warranties
                                         and Covenants:



 


You represent, warrant and covenant that:





    	 	3	 



     


    

 


5.1. you are fully
authorized to enter into this Agreement and perform hereunder and you will continue to be so authorized for the duration of this
Agreement and you are not and will not be bound by any material agreement that would be violated by your or our performance of
this Agreement.


5.2. you are solvent.


5.3. the Receivables
are, on the date referred to us hereunder, and shall be, at the time of their creation and on the date any Receivable becomes a
Purchased Receivable, bona fide, existing and legally enforceable (although not necessarily collectible and subject to the effects
of bankruptcy, insolvency and other similar laws) obligations of Customers arising out of your sales made or services rendered
by you, and, at the time any Receivable becomes a Purchased Receivable, it shall additionally be free and clear of all security
interests, liens, claims and Disputes whatsoever other than Permitted Liens and in the event that any such Receivables arise from
the sale of goods, such goods meet all standards imposed by any governmental agency or authority.


5.4. at the time
any Receivable becomes a Purchased Receivable, the Inventory relating thereto constituting returned goods shall not be subject
to any security interest, lien or encumbrance whatsoever, other than Permitted Liens, and you covenant (i) that you shall not permit
the Inventory to become so encumbered without our prior written consent and (ii) that the Inventory meets all standards imposed
by any governmental agency or authority.


5.5. [reserved].


5.6. with respect
to each Receivable as it arises and when transmitted to us: (i) you will have delivered the Inventory or rendered the services
pursuant to the Order; (ii) the Customer will accept the Inventory and/or services without any offset or counterclaim; (iii) no
Dispute known to you will exist in any respect; (iv) you will have preserved, and will continue to preserve, any liens and any
other rights available to us by virtue of this Agreement; and (v) the Customer will not be your Affiliate.


5.7. you will within
ten Business Days of our request therefor, provide us with copies of invoices and shipping or delivery receipts or such equivalent
electronic documents as we may reasonably designate or other proof of sale and delivery or performance as we may from time to time
reasonably require.


5.8. you will not,
without providing us with thirty (30) days’ prior written notice thereof, change your name, your state of organization or
your principal place of business and you are not aware, and will upon your becoming aware, notify us promptly, of any Person organizing
under your name in another state.


5.9. you do not transact
business under any trade names or tradestyles except as set forth on Exhibit C annexed hereto (which Exhibit shall be complete
and correct prior to the Effective Date, and as the same may thereafter be amended from time to time) and with respect to any such
tradename or tradestyles you have (i) caused certain of the tradenames and tradestyles (if indicated on Exhibit C) to be registered
in accordance with the laws applicable to the use of such tradenames or tradestyles and have not in any way assigned or encumbered
your interest in such tradenames or tradestyles, other than Permitted Liens; or (ii) obtained a license to use such tradenames
or tradestyles from the owner thereof with respect to the goods or services sold by you under such tradenames or tradestyles, and
in the markets in which such goods or services are sold by you; and you are not aware, and will upon your becoming aware, promptly
notify us, of any other Person using your name or any of your tradenames or tradestyles in any similar line of business.


5.10. you are, and
at all times during the term of this Agreement, shall be, duly organized, existing and in good standing under the laws of the state
of your organization; and you are, and at all times during the term of this Agreement, shall be, duly qualified, existing and in
good standing in every state in which the nature of your business requires you to be so qualified, except to the extent that the
failure to be so qualified would not reasonably be expected to have a material adverse effect on your business or financial condition
or the collectability or enforceability of the Receivables.




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		6.	Commissions:



 


6.1. For our services
hereunder, we shall receive a commission (hereinafter referred to as the “Base Commission”) of (i) 0.20% of
the gross invoice amount of each Receivable; plus (ii) on those Receivables due from a Customer (or any Affiliates or subsidiaries
of such Customer) listed on the Special Accounts Schedule submitted herewith and/or from time to time hereafter, such percentage
of the gross invoice amount thereof as equals the surcharge (if applicable) set forth on the Special Accounts Schedule, to the
extent of the amount credit approved. All commissions shall be fully earned, due and payable and chargeable to your account with
us at the date a Receivable is referred to and accepted by us hereunder.


6.2. Our charge specified
in Section 6.1 hereof is based upon maximum selling terms of 60 days (excepting only that for sales to off-price retailers the
maximum selling terms will be 90 days and for mass merchants the maximum selling terms will be 120 days), and no more extended
terms or additional dating shall be granted by you to any Customer without our prior written approval. If such approval is given
by us, then for each additional thirty (30) days or part thereof of such extended terms or additional dating, our charge with respect
to the Receivables covered thereby shall be increased by an amount equal to twenty-five percent (25%) of the charge specified in
Section 6.1 hereof. In addition, we shall charge you a fee of $2.50 for each instance in which you change the terms of sale of
any Receivable after you have submitted to us a schedule listing such Receivable.


6.3. The minimum
aggregate Base Commission payable under this Agreement shall be $480,000.00 for each Contract Year, which shall be fully earned
by us at the beginning of each Contract Year, and which to the extent of any deficiency (after giving effect to the commissions
paid or payable under Section 6.1(i)), shall be chargeable to your account with us at the end of each Contract Year, provided,
that in the event of any termination of this Agreement in any Contract Year after the first Contract Year, the minimum aggregate
Base Commission payable in such year shall only be the higher of (i) 100% of the monthly average of all charges payable by you
to us under Section 6.1 of this Agreement for the twelve month period prior to the Effective Termination Date, multiplied by the
number of calendar months for the portion of the Contract Year elapsed prior to the Effective Termination Date (including any partial
month in which the Effective Termination Date falls if such date is on or after the 15th day of such month); and (ii) the monthly
average amount of the minimum aggregate Base Commission for the portion of such Contract Year elapsed prior to the Effective Termination
Date, multiplied by the number of calendar months for the portion of the Contract Year elapsed prior to the Effective Termination
Date (including any partial month in which the Effective Termination Date falls if such date is on or after the 15th day of such
month).


 


		7.	Purchase Price



 


7.1. The purchase
price for each Receivable that we purchase (the “Purchase Price”) pursuant to the terms hereof shall be the
invoice amount of the Receivable, less (i) returns (whenever made); (ii) selling discounts, credits or deductions of
any kind allowed, granted to or taken by the Customer at any time; and (iii) our commission provided for in Section 6 hereof.
No discount, credit or allowance with respect to any Purchased Receivable shall be granted by you, and no return of any Inventory
related thereto shall be accepted by you without our prior written consent. A discount, credit or allowance may be claimed only
by the Customer. All amounts deemed collected by us on Purchased Receivables pursuant to Section 7.2 below shall be paid by
us to the Collection Account on the Purchase Date.


7.2. Where the
cause of non-payment of a Credit Approved Receivable which has become more than 120 days past due is solely the
Customer’s Financial Inability to Pay, then upon your submitting a confirmatory sale and assignment of the Receivable
that is reasonably satisfactory to us, including a representation by you (with such supporting documents as we may reasonably
request) that the warranties made by you under Sections 5.3 and 5.4 hereof are true and correct, the Receivable, to the
extent of the then effective Credit Approval in accordance with the terms of this Agreement, shall be purchased by us
immediately thereafter and shall be deemed collected if it is not otherwise subject to Charge back to you under and in
accordance with the terms of this Agreement (such date, the “Purchase Date”). We shall deposit the
Purchase Price into the Collection Account in immediately available funds on the related Purchase Date. In the event you may
subsequently be required to disgorge any payment of a Purchase Price for a Purchased Receivable from us for any reason,
including, such payment being deemed a preferential transfer, then such Receivable shall thereafter no longer be a Purchased
Receivable unless and until such amount is returned or repaid to you by us or our representatives in full.




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		8.	Statement of Account and
                                         Expenses:



 


8.1. All Obligations
shall become immediately due and payable upon demand upon the occurrence of the earlier of: (i) any Default hereunder; and
(ii) the Effective Termination Date. You hereby irrevocably authorize us to collect commissions owed by you from time to time
under this Agreement, at our option, either out of the proceeds of collections of Referred Accounts or by debiting the Collection
Account in such amount. You agree to execute and deliver such documentation (including, if applicable, ACH debit authorization
documentation) as we may reasonably request from time to time to facilitate any such debit. Notwithstanding anything to the contrary
herein, and without limiting your obligations or liability to us under this Agreement, we shall not debit the Collection Account
for any reason other than to collect commissions owed by you from time to time under this Agreement as and when the related Referred
Accounts are paid (and excluding, for avoidance of doubt, any deficiency in the minimum aggregate Base Commission for any Contract
Year). Any other Obligations owing by you to us shall be payable by you in accordance with the terms hereof.


8.2. We will render
a statement of account (on both an individual company and consolidated basis) monthly to you, and such statement shall be binding
upon you, except for demonstrable error and specific matters which you contest and of which we are notified in writing, within
thirty (30) days after the date of receipt by you of such statement.


8.3. You shall pay
all reasonable and documented out-of-pocket expenses (including reasonable and documented attorney’s fees) incurred by us
in connection with the enforcement of this Agreement. You shall pay all reasonable expenses incurred in connection with the filing
of financing statements under the UCC with respect to Purchased Receivables. We may also charge to your account (with your prior
written consent) any reasonable and documented fees, costs or other expenses we incur to eliminate or cure any lack of capacity
that we may now or hereafter have to maintain an action in the courts of any state to enforce payment or Receivables due from Customers
located in such state by reason of your acts or omissions, including your failure to qualify as a foreign entity in such state
or any other failure on your part to observe the laws of such state that are applicable to you or your assets. You shall also pay
to us such reasonable and documented fees as we may incur in performing our duties hereunder and charge from time to time for,
among other things, wire transfers. In connection with our examinations of your books, records and operations to the extent permitted
by this Agreement you shall pay all of our reasonable and documented out-of-pocket expenses plus for each examiner the Standard
Examiner’s Rate in effect at the time of any such examination. In connection with our administration of this Agreement, settlement
of any Dispute, or enforcement of any Obligation, or our protecting, preserving and enforcing our security interests and rights
hereunder, whether through judicial proceedings or otherwise, or in defending or prosecuting any actions or proceedings arising
out of or relating to our transactions with you, including actions or proceedings that may involve any Person asserting a priority
or claim with respect to Purchased Receivables, all reasonable and documented costs and expenses incurred, including, reasonable
and documented attorneys’ fees incurred by us, shall be borne and paid for by you, and may, at our option, be charged to
your account with us (i.e., by our making a debit entry therefor in our client accounting system, currently known as RAPID). Your
reimbursement obligations pursuant to this paragraph shall survive termination of this Agreement for any reason.


8.4. No delay
or failure on our part in exercising any right, privilege, or option hereunder shall operate as a waiver of such or of any
other right, privilege, or option, and no waiver, amendment, or modification of any provision of this Agreement shall be
valid, unless in a writing signed by us and you and then only to the extent therein stated. Should any provision of this
Agreement be prohibited by or invalid under applicable law, the validity of the remaining provisions shall not be affected
thereby. Unless otherwise specifically provided in this Agreement, any notices, requests, demands or other communications
permitted or required to be given under this Agreement shall be in writing and shall be sent by electronic mail, hand
delivery or by a nationally recognized overnight delivery service, to the addresses and electronic mail addresses of the
parties set forth below (or to such other address or electronic mail address as a party may hereafter designate by a notice
to the other that complies with this section) and shall be deemed given (a) in the case of a notice sent by electronic mail,
when received by the recipient; and (b) in the case of a notice that is hand delivered or sent by such overnight courier,
when delivered (provided that the sending party retains a confirmation of delivery). Any notice which, pursuant to the terms
hereof must be sent by certified or registered mail shall be deemed given and effective when received.




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	If to us	If to you
	
        Rosenthal & Rosenthal,
        Inc.

        1370 Broadway

        New York NY 10018

        Attn: Michael Stanley

        Email: mstanley@rosenthalinc.com

         

        With a copy to:

         

        Otterbourg, P.C.

        230 Park Avenue

        New York, NY 10169

        Attn: Michael Wenger, Esq.

        Email: mwenger@rosenthalinc.com

         
	
        Steven Madden, Ltd.

        52-16 Barnett Avenue

        Long Island City, NY 11104

        Attn: Zine Mazouzi

        Email: zinemazouzi@stevemadden.com'

         

        With a copy to:

         

        Foley & Lardner LLP

        500 Woodward Avenue, Suite
        2700

        Detroit MI 48226

        Attn: John A. Simon, Esq.
        and Patricia Lane

        Email: jsimon@foley.com and
        plane@foley.com

	 	 


8.5. The headings
used herein are intended to be for convenience of reference only and shall not define or limit the scope, extent or intent or otherwise
affect the meaning of any portion hereof.


 


		9.	Title, Collection and Payments:



 


9.1. We will
promptly report to you the details of any remittances of Receivables (other than any Purchased Receivables) obtained directly
by us. Until we have purchased a Purchased Receivable from you and paid you for it, you shall have and own all, right, title
and interest in and to such Receivable and its Proceeds, we may not use such amounts for any other purpose and the
Receivables shall be in your name. You will (and we shall cooperate with you in connection therewith) direct Customers to
make payments to an account in your name at JPMorgan Chase Bank, N.A. that you designate in writing (the “Collection
Account”), which may be subject to a Deposit Account Control Agreement in favor of the Credit Agreement Agent. If,
notwithstanding such direction, (i) we receive any Customer payments on account of any Referred Accounts or Receivables
(other than any Purchased Receivables), we shall remit such payments promptly, and in any event within two (2) Business Days
of receipt, to the Collection Account; provided, however, that nothing herein authorizes us to collect any such Receivables
(other than any Purchased Receivables), and (ii) you receive any Customer payments on account of any Referred Accounts
or Receivables, you shall also promptly report to us the details thereof and remit such payments promptly, and in any event
within two (2) Business Days of receipt, to us in respect of any Purchased Receivables and to the Collection Account in
respect of any other Receivables; provided, however, that except in connection with the exercise of the Redirection Right,
nothing herein authorizes you to collect any such Receivables other than in the Collection Account. We acknowledge and agree
we have no right, title or interest in the same, unless and until such Receivables are Purchased Receivables. You shall
promptly notify us (and obtain our prior written consent, not to be unreasonably withheld, conditioned or delayed) of any
changes in the location of the Collection Account. It is understood
and agreed that, notwithstanding anything herein to the contrary, we shall not be in violation of the foregoing to the extent
of any payments received by us from Customers failing to act in accordance with the payment direction contemplated above that
have not yet been reconciled by us to Referred Accounts due to insufficient information or documentation from the payor
thereof, unless and until such amounts have been clearly identified as being in payment of any Referred Accounts in
accordance with our ordinary and customary procedures. You shall provide us with the bank location of the Collection
Account and, cooperate with us in causing such bank to provide to us all account records, statements and deposit receipts as
we may reasonably require therefrom consistent with the terms of this Agreement. Promptly (and in any event within two (2)
business days) after identification thereof, you shall remit to us any Customer payments made to the Collection Account, or
otherwise received by you, that constitute proceeds of any Purchased Receivables (to the extent we have paid you the Purchase
Price therefor). All remittances obtained by you against Purchased Receivables will be received in trust for us. To the
extent we may hold at any time any remittances obtained by us as to Receivables (other than Purchased Receivables) and not
yet transferred them to your account, we acknowledge they are held in trust for you and we will keep such amounts separately
identified and not commingle them with any other amounts. You constitute us, or any other entity or person (but in no event a
direct competitor of your business or other third parties identified by you to us prior to the date hereof) whom we may
designate in our sole discretion, reasonably exercised, as your attorney in fact at your own cost and expense to exercise, at
any time, all or any of the following powers which, being coupled with an interest, shall be irrevocable until this Agreement
has been terminated and you have fully and indefeasibly paid and discharged all Obligations in accordance with this Agreement
(a) to sign and/or endorse your name on all remittances and all papers, bills of lading, receipts, instruments and documents
relating to the Receivables and the transactions between us; (b) to deposit any checks or other remittances received relating
to the Receivables regardless of notations or conditions placed thereon by your customers or deductions reflected thereby and
to charge the amount of any such deductions to your account; and (c) to sign your name to any and all documents necessary to
cure or eliminate any lack of capacity that we may now or hereafter have, by reason of your acts or omissions, to maintain an
action in the courts of any state to enforce payment of Receivables due from Customers located in such state and to file such
documents with the appropriate public officials or agencies.




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9.2. In the event
that as a result of your instructing your Customers to make payment to the Collection Account, any Customer erroneously also makes
payment to the Collection Account in respect of any accounts receivable of any other clients of ours (an “Erroneous Payment”),
and you or the Credit Agreement Agent receives identifiable proceeds thereof, then, to the extent the Credit Agreement Agent has
not already received the proceeds of such amount and returned it to us under the terms of that certain Collateral Assignment of
Rights under Amended and Restated Deferred Purchase Factoring Agreement among you, us and the Credit Agreement Agent, dated on
or about the date hereof (the “Assignment Agreement”), you shall promptly (and in any event within one (1) Business
Day of our demand therefor) repay the amount of such Erroneous Payment to us upon our written demand to you therefor, without any
offset or deduction of any kind.


9.3. Except as may
otherwise be required pursuant to applicable law, rule or regulation, if any payment or recovery is received from or on behalf
of a Customer which is a Customer on both Credit Approved Receivables and CR Receivables, any such payment or recovery may be first
applied to the Credit Approved Receivables notwithstanding (i) any notation to the contrary on or with respect thereto; (ii)
the payment terms thereof; (iii) the due date thereof; or (iv) whether such payments were made in the ordinary course
of business or otherwise.


 


		10.	Sale and Security Interest;
                                         Financing Statements:



 


10.1. Effective
upon our purchase of Receivables pursuant to the terms hereof, you sell and assign to us, and grant to us a security interest in,
all of your right, title and interest in such Purchased Receivables and the Inventory represented by such Purchased Receivables,
as well as Inventory with respect to such Purchased Receivables returned by or repossessed from Customers, all of your rights as
an unpaid vendor or lienor, all of your rights of stoppage in transit, replevin and reclamation relating thereto, and all of your
rights against third parties with respect thereto. You will cooperate with us in exercising any rights with respect to any of the
foregoing.


10.2. You
authorize us to file financing statements and any and all other documents that may now or hereafter be provided for by the
UCC to reflect and/or perfect our interest as purchaser of Purchased Receivables and the Inventory represented by such
Purchased Receivables. In the event that any jurisdiction requires a debtor’s signature on such financing statements
and/or such other documents, you authorize us to file such financing statements and/or other documents on your behalf as your
attorney in fact, which such power being coupled with an interest, shall be irrevocable until this Agreement has been
terminated and you have fully and indefeasibly paid and discharged all of the Obligations.




    	 	8	 



     


    




 


		11.	Books and Records/Financial
                                         Statements:



 


We agree to furnish to
any agent or lender under the Credit Agreement, promptly upon their request, copies of our and our subsidiaries’ consolidated
balance sheets excerpted from our most recent quarterly (management-prepared) or annual (audited by an independent certified public
accounting firm) financial statements, provided that we and you, or such agent or lender, as applicable, first enter into a confidentiality
agreement in form and substance satisfactory to us with respect thereto (it being acknowledged that the form attached hereto as
Exhibit D is satisfactory to us).


 


		12.	Term:



 


12.1. This Agreement
shall commence on the date hereof, shall continue for one Contract Period and shall automatically renew at the end of each Contract
Period for an additional 12 month Contract Period. Notwithstanding the foregoing, this Agreement may be terminated (i) by us at
any time, on not less than sixty (60) days’ prior written notice to you by registered or certified mail prior to the Effective
Termination Date of such termination; (ii) by you, at any time, on not less than sixty (60) days’ prior written notice to
us by registered or certified mail, prior to the Effective Termination Date, and provided further that (x) we may terminate this
Agreement effective upon ten (10) days’ prior written notice to you by registered or certified mail if either a Default has
occurred and is continuing and is not cured prior to the end of such period or you have exercised the Redirection Right, (y) we
may terminate this Agreement effective immediately upon delivery of written notice to you by registered or certified mail, or overnight
courier, if a Cash Dominion Trigger Period (as defined in the Assignment Agreement) has occurred and is continuing, and (z) you
may terminate this Agreement effective upon ten (10) days’ prior written notice to us by registered or certified mail if
a Rosenthal Default has occurred and is continuing and is not cured prior to the end of such period. Rights and obligations arising
out of transactions having their inception prior to the termination date shall not be affected by any termination or notice thereof,
nor shall any transaction which by its terms survives termination. From and after the Effective Termination Date, all amounts charged
or chargeable to your account hereunder in accordance with the terms hereof (including, without limitation, the amount of any deficiency
(after giving effect to the commissions payable under Section 6.1(i)) in the earned minimum aggregate Base Commission for the portion
of such Contract Year elapsed prior to the Effective Termination Date), and all other Obligations, shall become immediately due
and payable without further notice or demand.


12.2. Any Receivable
which is a Credit Approved Receivable as of the date of the exercise by you of the Redirection Right, other than any Purchased
Receivable, shall automatically become a CR Receivable as of the date of such exercise of the Redirection Right. Otherwise, any
Receivable which is a Credit Approved Receivable as of the date of any termination and in respect of which such Credit Approval
could not have been withdrawn by us pursuant to and in accordance with Section 2 hereof as of such date of termination shall remain
a Credit Approved Receivable (except to the extent a Dispute thereafter arises with respect thereto) notwithstanding such termination
and our and your rights and obligations in respect thereof shall survive such termination, and any other Receivable (other than
a Purchased Receivable) shall automatically become a CR Receivable as of the date of such Termination. Termination of this Agreement
shall not become effective in respect of the liens and security interests granted to us in Purchased Receivables hereunder, and
you shall continue to pay over to us all Proceeds in respect thereof after termination hereof.


12.3. Upon termination
of this Agreement and your exercise of the Redirection Right, we shall cooperate in Charging Back to you any Referred Accounts
(excluding any Purchased Receivables) in accordance with Section 1.2 hereof.





    	 	9	 



     


    

		13.	Governing Laws/Jury Trial
                                         Waiver/Jurisdiction/Venue and Miscellaneous Provisions:



 


This Agreement is deemed made in the State
of New York and shall be governed, interpreted and construed in accordance with the laws of the State of New York, applicable to
contracts made and to be performed within such state. No modification, waiver or discharge of this Agreement shall be binding upon
us or you unless in writing and signed by us and you. Our failure, at any time, to exercise any right or remedy hereunder, shall
not constitute a waiver on our part with respect to such right or remedy, nor shall such failure preclude us from exercising the
same or any other right or remedy at any subsequent time. This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which, when taken together, shall be one and the same document. Electronically exchanged
signatures shall be treated as original signatures. If any taxes are imposed upon us (other than any franchise or income taxes),
or if we shall be required to withhold or pay any such non-excluded tax or penalty because of or in connection with any transactions
between us under this Agreement, you shall indemnify us and hold us harmless in respect thereof. This Agreement, each of the other
agreements referenced in Schedule 1 hereto, together with all other ancillary agreements delivered in connection herewith embodies
our entire agreement as to the subject matter hereof and supersedes all prior agreements (whether oral or written) as to the subject
matter hereof. TRIAL BY JURY IS HEREBY WAIVED BY EACH OF US IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF US
AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE RELATIONSHIP CREATED
HEREBY (WHETHER SOUNDING IN TORT OR CONTRACT). YOU AND WE EACH HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT
OF THE STATE OF NEW YORK (OR THE CIVIL COURT OF THE CITY OF NEW YORK IF SUCH MATTERS BE WITHIN ITS JURISDICTION), AND OF ANY FEDERAL
COURT IN SUCH STATE, FOR A DETERMINATION OF ANY DISPUTE AS TO ANY SUCH MATTERS. IN CONNECTION THEREWITH, YOU AND WE EACH HEREBY
WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND AGREE THAT SERVICE THEREOF MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL DIRECTED TO YOU AND US, AS APPROPRIATE AT THE ADDRESSES SET FORTH ABOVE, OR SUCH OTHER ADDRESSES AS SHALL HAVE PREVIOUSLY
BEEN COMMUNICATED BY ONE OF US TO THE OTHER BY REGISTERED OR CERTIFIED MAIL. The use of “including” or “include”
means “including (or “include”), without limitation.” The use of “or” means “and/or”
if the context so permits or requires. The term “our sole discretion” as used herein shall mean “our sole and
absolute discretion”. You agree that there is no fiduciary relationship between us or our representatives and you or any
other entity, affiliated or controlled by you, and that you will not seek or attempt to establish any such fiduciary relationship.
You hereby expressly waive any right to assert, now or in the future, that there was or is a fiduciary relationship between you
and us and/or our representatives in any action, proceeding or claim for damages. If any provision of this Agreement shall for
any reason be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof,
and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein. This Agreement
shall be binding upon and inure to the benefit of each of us and our respective successors and permitted assigns, provided, however,
that you may not assign this Agreement or your rights hereunder without our prior written consent, and we may not assign this Agreement
except to a successor of all or substantially all of our factoring business.


 


Only the parties listed above and other
entities that are Affiliates of Steven Madden, Ltd. are eligible to participate in the arrangements described in this
Agreement. Any such entity may become a participating company hereunder by (i) having us extend to it a written offer to
become a participating company and (ii) executing and delivering to us an Accession Agreement substantially in the form
attached hereto as Exhibit B (an “Accession Agreement”). Notwithstanding any provision of this
Agreement to the contrary, any such participating company that, for any reason, ceases to be an Affiliate of Steven Madden,
Ltd. shall, effective upon five (5) Business Days’ prior written notice to us thereof, cease to be a participating
company hereunder with respect to any of its Receivables arising thereafter, subject to the payment in full of all of its
Obligations to us and to the survival of (a) such entity’s obligations under this Agreement with respect to any of its
Receivables referred to us prior thereto, and any other of its obligations that remain outstanding at such time and (b) any
provision of this Agreement that, by its express terms, would survive a termination of this Agreement.




    	 	10	 



     


    




 


		14.	Definitions:



 


As used in this Agreement,
these terms shall have the following meanings which shall be applicable to both the singular and plural forms of such terms.


 


“Accession Agreement”
shall have the meaning set forth in Section 13 hereof.


 


“Accounts”
shall have the meaning set forth in Article 9 of the UCC.


 


“Affiliate” of a Person shall
mean any entity controlling, controlled by, or under common control with, the Person and the term “controlling” and
such variations thereof shall mean ownership of a majority of the voting power of a Person, or the contractual power to control
such Person’s affairs.


 


“Agreement” shall mean this
Collection Agency Agreement, as amended, amended and restated, modified or supplemented.


 


“Assignment Agreement” shall
have the meaning set forth in Section 9.2 hereof.


 


“Availability under a Credit Line”
shall mean the unused amount of a Credit Line, unless otherwise suspended by us at any time in accordance with the terms of this
Agreement (e.g., when Receivables due from the Customer under a Credit Line are a certain number of days past due) and communicated
to you in writing or by such electronic means as you and we may agree (including by making such information available to you on
our client web portal currently known as RAPID).


 


“Base Commission” shall have
the meaning set forth in Section 6.1 hereof.


 


“Business Day” shall mean
a day on which major banks in New York City are open for the regular transaction of business.


 


“Charge Back” or “Charged
Back” with respect to any Referred Account/Receivable shall mean the reassignment thereof by us to you without any recourse,
representation or warranty of any kind (other than the absence of liens created by or through us) by us, the disavowal of any further
collection efforts by us with respect thereto, and the termination of any assumption of Credit Risk by us with respect thereto.


 


“Chattel Paper” shall have
the meaning set forth in Article 9 of the UCC.


 


“Collateral” shall mean each
Purchased Receivable and the Inventory with respect thereto, whenever arising.


 


“Collection Account”
shall have the meaning set forth in Section 9.1 hereof.


 


“Contract Period” shall mean,
subject to Section 12, August 1st of each calendar year through July 31st of the following calendar year.


 


“Contract Year” shall mean,
subject to Section 12, August 1st of each calendar year through July 31st of the following calendar year.


 


“Credit Agreement”
shall mean the Credit Agreement, dated as of July 22, 2020, by and among (among others) Steven Madden, Ltd., the lenders from
time to time parties thereto and Citizens Bank, N.A., as an initial lender and administrative and collateral agent (as
amended, modified, waived, restated or amended and restated from time to time), and shall include any credit agreement or
other loan documentation governing any debt financing that refinances or replaces the credit facility under such Credit
Agreement.




    	 	11	 



     


    




 


“Credit Agreement
Agent” shall mean the administrative and collateral agent under the Credit Agreement.


 


“Credit Agreement
Default” shall mean an event of default (after the expiration of all applicable cure periods therein) under the Credit
Agreement.


 


“Credit Approval” shall mean
either (i) a notice from us to you, in writing or by such electronic means as may be designated by us to you reasonably in advance
(including by making such information available to you on our client web portal currently known as RAPID), that we have approved
all or a portion of an Order; or (ii) Availability under a Credit Line.


 


“Credit Approved Receivable”
shall mean a Receivable for which we have assumed the Credit Risk.


 


“Credit Line” shall mean
a line of credit, established by us and communicated from time to time to you, in accordance with the terms of this Agreement,
in writing or by such electronic means as may be designated by us to you, granting approval for sales by you, or rendition of services
by you to a Customer, billed at a specified location or locations, up to a specified aggregate available amount.


 


“Credit Risk” shall mean
the risk of loss resulting from a Customer’s failure to pay a Credit Approved Receivable on the due date solely because of
the Customer’s Financial Inability to Pay.


 


“CR Receivable” shall mean
any Receivable which is not a Credit Approved Receivable, provided that Credit Approved Receivables cannot become CR Receivables
under this Agreement for any reason after they become Purchased Receivables, other than as a result of a Dispute.


 


“Customer” shall mean any
Person obligated on a Receivable.


 


“Default” shall mean
the occurrence of any of the following events: (1) nonpayment, after ten (10) days, when due of any amount payable by you on
any of the Obligations; (2) failure by you to perform in any material respect any other covenant, agreement or obligation
in this Agreement or the breach or inaccuracy in any material respect of any representation or warranty made by you to us in
this Agreement, in each case 10 days after receipt of written notice (provided that you shall only be entitled to such notice
and opportunity to cure not more than twice in any Contract Year); (3) default beyond any applicable notice or cure period by
you in repayment, when due, of any indebtedness for borrowed money in excess of $100,000,000, now or hereafter owed for
monies borrowed from anyone other than us, unless the same is being contested in good faith and adequate reserves therefor
have been established; (4) you commence or have commenced against you, whether voluntary or involuntary, any proceeding under
any bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law and/or any proceeding
regarding the appointment of, or taking possession by, any receiver, liquidator, assignee, trustee, custodian, sequestrator
(or other similar official) for you or for any material part of your property; or (5) the Pension Benefit Guaranty
Corporation shall commence proceedings under Section 4042 of the Employee Retirement Income Security Act of 1974 (ERISA) to
terminate any of your employee pension benefit plans .


 


“Deposit Account” shall have
the meaning set forth in Article 9 of the UCC.


 


“Dispute” shall mean
(i) any dispute, claim, offset, defense, counterclaim or any other reason for nonpayment of all or a portion of any
Receivable (including, merchandise returns) asserted by a Customer, other than a Customer’s Financial Inability to Pay,
regardless of whether the same is in an amount greater than, equal to or less than the Receivable concerned, whether bona
fide or not, and regardless of whether the same, in part or whole, relates to an unpaid Receivable or any other Receivable;
and/or (ii) the payment of all or part of a Receivable by the Customer obligated thereon, other than to the Collection
Account or to a Person other than us, an act of God, force majeure, the acts of restraint of public authorities whether
domestic or foreign, civil strife, war or currency restrictions or fluctuations resulting in nonpayment of all or any portion
of any Receivable; provided that a Dispute shall not include a Customer’s Financial Inability to Pay.




    	 	12	 



     


    




 


“Documents” shall have the
meaning set forth in Article 9 of the UCC.


 


“Effective Date” shall have
the meaning set forth in the paragraph immediately preceding Section 1 hereof.


 


“Effective Termination Date”
shall mean the date of termination specified in any duly delivered notice of termination of this Agreement, or, with respect to
any automatic termination of this Agreement, the effective date of such automatic termination.


 


“Excluded Receivables” shall
mean (i) all international sales and commission invoices to foreign customers (including, without limitation, any assigned
to us under the Existing HK Non-Notification Collection Agency Agreement or the Existing Mexico Non-Notification Collection Agency
Agreement), (ii) all “first cost” sales and commissions invoices to domestic customers (including, without limitation,
any assigned to us under the Existing HK Non-Notification Collection Agency Agreement), (iii) all invoices to employees and
affiliates, (iv) all sample billings to sales representatives and others; and (v) invoices as you and we may agree in writing.


 


“Financial Inability to Pay”
shall mean a Customer’s insolvency such that the value of its available, liquid assets is exceeded by its fixed, liquidated
and non-contingent liabilities, whether or not such Customer has become the subject of a bankruptcy or other similar proceeding.


 


“GAAP” shall mean generally
accepted accounting principles in the United States of America as in effect from time to time as set forth in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and the statements
and pronouncements of the Financial Accounting Standards Board which are applicable to the circumstances as of the date of the
determination.


 


“General Intangibles” shall
have the meaning set forth in Article 9 of the UCC (and shall include tradenames, trademarks, tradestyles, service marks, copyrights
and patents and all your rights and claims against us hereunder or otherwise).


 


“Instruments” shall have
the meaning set forth in Article 9 of the UCC.


 


“Inventory” shall have the
meaning set forth in Article 9 of the UCC.


 


“Investment Property” shall
have the meaning set forth in Article 9 of the UCC.


 


“Obligations” shall mean
all obligations, advances, liabilities and indebtedness of you or your Affiliates to us or any of our Affiliates, however evidenced,
arising under this Agreement, whether now existing or incurred from time to time hereafter and whether before or after termination
hereof, absolute or contingent, joint or several, matured or unmatured, direct or indirect, primary or secondary, liquidated or
unliquidated, and including, all of our charges, commissions, fees, interest, expenses, costs and attorneys’ fees chargeable
to you in connection therewith, and all of your obligations to us as an indemnitor pursuant to the terms of this Agreement.


 


“Obligor” shall mean you
and each other Person (including, any Guarantor or direct or indirect provider of collateral) primarily or secondarily, directly
or indirectly, liable on, or providing collateral for, any of the Obligations.





    	 	13	 



     


    

 


“Order” shall mean any purchase
order or equivalent document for the sale by you of goods or the rendition by you of services.


 


“Permitted Lien” shall mean
a lien or security interest in our favor, or to which we have specifically consented in writing, subject to any limitation set
forth in such writing. Permitted Liens include security interests on Receivables, Inventory, other personal property and proceeds
thereof (but not on Purchased Receivables or proceeds thereof) securing obligations under the Credit Agreement and/or related documents.


 


“Person” shall mean any individual,
sole proprietorship, partnership, joint venture, trust, non-registered organization, association, corporation, limited liability
company, government or any subdivision, agency or political subdivision thereof or any other entity.


 


“Proceeds” shall mean all
proceeds (as set forth in Article 9 of the UCC), products, rents and profits of or from any and all collateral and, to the extent
not otherwise included in the foregoing; (i) all payments under any insurance, indemnity, warranty or guaranty with respect to
any of the collateral, (ii) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to
any of the collateral, (iii) all claims and rights to recover for any past, present or future infringement or dilution of or injury
to any collateral; and (iv) all other amounts from time to time paid or payable under or with respect to any of the collateral,
including licensing and royalty fees.


 


“Purchase Date” shall have
the meaning set forth in Section 7.2 hereof.


 


“Purchase Price” shall have
the meaning given in Section 7.1 hereof.


 


“Purchased Receivable” shall
mean a Receivable that we purchase from you pursuant to Section 7.2 hereof.


 


“Receivables” shall mean,
for Referred Accounts, all Accounts, Instruments, Chattel Paper, Documents, Investment Property and General Intangibles arising
from your sales of Inventory or performance of services, and the Proceeds thereof, and all Supporting Obligations, whether now
existing or hereafter created, excepting only for Excluded Receivables.


 


“Redirection Right” shall
have the meaning set forth in Section 1.2 hereof.


 


“Referred Accounts” shall
have the meaning set forth in Section 1.1 hereof.


 


“Rosenthal Default”
shall mean the occurrence of any of the following events: (1) nonpayment, after ten (10) days, when due of any amount payable
by us under this Agreement; (2) failure by us to perform in any material respect any other covenant, agreement or obligation
in this Agreement or the breach or inaccuracy in any material respect of any representation or warranty made by us in this
Agreement, in each case 10 days after receipt of written notice (provided that we shall only be entitled to such notice and
opportunity to cure not more than twice in any Contract Year); (3) default beyond any applicable notice or cure period by us
in repayment, when due, of any indebtedness for borrowed money in excess of $100,000,000, now or hereafter owed for monies
borrowed, unless the same is being contested in good faith and adequate reserves therefor have been established; (4) we
commence or have commenced against us, whether voluntary or involuntary, any proceeding under any bankruptcy, insolvency,
reorganization, debt arrangement, dissolution or other similar law and/or any proceeding regarding the appointment of, or
taking possession by, any receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for us
or for any material part of our property; (5) we sell, lease, license, pledge, transfer or otherwise dispose of all or
substantially all of our assets in one transaction or a series of related transactions, or any consolidation, amalgamation,
scheme of arrangement or merger of us with or into any other person or any other corporate reorganization in which our equity
holders immediately prior to such consolidation, amalgamation, merger, scheme of arrangement or reorganization own less than
a majority of our voting power immediately after such consolidation, merger, amalgamation, scheme of arrangement or
reorganization, or any transaction or series of related transactions in which at least a majority of our voting power is
transferred; or (6) the Pension Benefit Guaranty Corporation shall commence proceedings under Section 4042 of the Employee
Retirement Income Security Act of 1974 (ERISA) to terminate any of our employee pension benefit plans.




    	 	14	 



     


    




 


“Special Account Schedule”
shall mean a schedule issued, from time to time, listing thereon surcharge commissions applicable to Receivables owing from the
Customers listed thereon.


 


“Standard Examiner Rate”
shall mean the per diem rate per examiner established by us from time to time. The Standard Examiner Rate on the date hereof is
$950.


 


“Supporting Obligations”
shall have the meaning set forth in Article 9 of the UCC.


 


 


“UCC”
shall mean the Uniform Commercial Code as the same may be in effect (subject to revision, from time to time) in the State of New
York.


 


		15.	Certain Matters Regarding
                                         Existing Collection Agency Agreements:



 


(a)               
Although the Receivables subject to the Existing HK Non-Notification Collection Agency Agreement
are Excluded Receivables hereunder, it is hereby acknowledged and agreed that, notwithstanding anything herein to the contrary
the except to the extent that the context clearly requires otherwise, the following Sections of the Existing HK Non-Notification
Collection Agency Agreement are hereby amended and restated, mutandis mutandis, to conform with the corollary provisions
of this Agreement as indicated below (but the Existing HK Non-Notification Collection Agency Agreement is otherwise unaffected
by this Agreement and each otherwise remain in full force and effect, notwithstanding anything herein to the contrary): 


	Provision of the Existing HK Non-Notification
 Collection Agency Agreement	Corollary Provision of this Agreement
	Section 3 (Client Risk Receivables)	Section 3 (Client Risk Receivables)
	Section 4 (Returned Merchandise/Claims, Disputes and Chargebacks)	Section 4 (Returned Merchandise/Claims, Disputes, Chargebacks and Indemnity)
	Section 5 (Representations, Warranties and Covenants)	Section 5 (Representations, Warranties and Covenants)
	Section 7 (Purchase Price)	Section 7 (Purchase Price)
	Section 9 (Statement of Account and Expenses)	Section 8 (Statement of Account and Expenses)
	Section 10 (Payments)	Section 9 (Title, Collection and Payments)
	Section 11 (Security Interest; Financing Statements)	Section 10 (Sale and Security Interest; Financing Statements)
	Section 12 (Term)	Section 12 (Term)
	Section 13 (Governing Laws/Jury Trial Waiver/Jurisdiction/Venue and Miscellaneous Provisions)	Section 13 (Governing Laws/Jury Trial Waiver/Jurisdiction/Venue and Miscellaneous Provisions)
	Section 14 (Definitions) (except that any definition in Section 14 of the HK Non Notification Collection Agency Agreement for which there is no similar definition in this Agreement is unaffected by this Agreement)	Section 14 (Definitions)


 





    	 	15	 



     


    

(b)              
Reference is hereby made to that certain letter agreement dated February 16, 2010 between
you and us relating to certain Foreign Receivables (within the meaning of such letter agreement), as amended, restated, supplemented
and/or otherwise modified from time to time (the “Foreign Receivables Supplement”). As provided in the Foreign
Receivables Supplement, such Foreign Receivables are subject to the terms and conditions of the Collection Agency Agreement dated
July 10, 2009 between you and us. It is hereby acknowledged and agreed that, upon the effectiveness of this Agreement, except
to the extent that the context clearly requires otherwise, each reference in the Foreign Receivables Supplement to the “Collection
Agency Agreement”, and each use of “thereunder”, “thereof”, “therein” or any words of
like import in the Foreign Receivables Supplement with respect to the “Collection Agency Agreement”, shall mean and
be a reference to this Agreement, and this Agreement and the Foreign Receivables Supplement shall be read together and construed
as a single instrument. 


(c)               
Although the Receivables subject to the Existing Mexico Non-Notification Collection Agency
Agreement from time to time are Excluded Receivables hereunder, it is hereby acknowledged and agreed that, except to the extent
that the context clearly requires otherwise, the following Sections of the Existing Mexico Non-Notification Collection Agency Agreement
are hereby amended and restated, mutandis mutandis, to conform with the corollary provisions of this Agreement as indicated
below (but the Existing Mexico Non-Notification Collection Agency Agreement is otherwise unaffected by this Agreement): 


	Provision of Mexico Receivables Agreement	Corollary Provision of this Agreement
	Section 3 (Client Risk Receivables)	Section 3 (Client Risk Receivables)
	Section 4 (Returned Merchandise/Claims, Disputes and Chargebacks)	Section 4 (Returned Merchandise/Claims, Disputes, Chargebacks and Indemnity)
	Section 5 (Representations, Warranties and Covenants)	Section 5 (Representations, Warranties and Covenants)
	Section 7 (Purchase Price)	Section 7 (Purchase Price)
	Section 8 (Statement of Account and Expenses)	Section 8 (Statement of Account and Expenses)
	Section 9 (Payments)	Section 9 (Title, Collection and Payments)
	
        Section 11 (Term)

        Section 13 (Definitions) (except that any definition
        in Section 13 of the Existing Mexico Non-Notification Collection Agency Agreement for which there is no similar definition
        in this Agreement is unaffected by this Agreement)
	
        Section 12 (Term)

        Section 14 (Definitions)



 


(d)              
In addition to any guarantees by Steven Madden, Ltd. for the obligations of any of other Obligors
under the Existing HK Non-Notification Collection Agency Agreement and the Existing Mexico Non-Notification Collection Agency Agreement
above agreements, it is the agreement of the parties that each of you shall be jointly and severally liable for all Obligations
hereunder.


(e)               
For administrative convenience, each of you hereby appoints Steven Madden, Ltd. as its attorney-in-fact
with full power to act in its place and stead with respect to any matters in connection with this Agreement, including, without
limitation, directing the payment of any amounts payable by us with respect to the Receivables, and executing and delivering to
us any Accession Agreement.


 


 


[Signature Pages Follow]





    	 	16	 



     


    

YOU ACKNOWLEDGE THAT WE
HAVE ADVISED YOU TO CONSULT WITH AN ATTORNEY PRIOR TO YOUR EXECUTION OF THIS AGREEMENT.


 


ROSENTHAL & ROSENTHAL, INC.


 


	By:	/s/ J. Michael Stanley	 
	Name:	J. Michael Stanley	 
	Title:	Managing Director	 
	 	 	 	 


 


AGREED:




STEVEN MADDEN, LTD.


 


	By:	/s/ Edward R. Rosenfeld	 
	Name:	Edward R. Rosenfeld	 
	Title:	Chief Executive Officer	 
	 	 	 	 


 


 





[Deferred Purchase Factoring Agreement Signature
page]










    	 	 	 



     


    

 


ACKNOWLEDGED AND AGREED:


 


DOLCE VITA HOLDINGS, INC.


SCHWARTZ & BENJAMIN, INC.


B. B. DAKOTA, INC.


GREATS BRAND INC.


REPORT FOOTWEAR, INC.


STEVEN MADDEN RETAIL, INC.


DANIEL M. FRIEDMAN & ASSOCIATES, INC.


DIVA ACQUISITION CORP.


THE TOPLINE CORPORATION


ADESSO-MADDEN, INC.


 


 


	By:	/s/ Zine Mazouzi	 
	Name:	Zine Mazouzi	 
	Title:	Treasurer	 
	 	 	 	 


 


 









[Deferred Purchase Factoring Agreement Signature
page]










    	 	 	 



     


    

 


TRENDY IMPORTS, S. DE R.L. DE C.V.


 


 


	By:	/s/ Awadhesh Sinha	 
	Name:	Awadhesh Sinha	 
	Title:	Director	 
	 	 	 	 


 


 





[Deferred Purchase Factoring Agreement Signature
page]










    	 	 	 



     


    

 


SML CANADA ACQUISITION CORP.


 


 


	By:	/s/ Awadhesh Sinha	 
	Name:	Awadhesh Sinha	 
	Title:	Director	 
	 	 	 	 


 


 





[Deferred Purchase Factoring Agreement Signature
page]










    	 	 	 



     


    

 


MADDEN INTERNATIONAL LIMITED


 


 


	By:	/s/ Edward R. Rosenfeld	 
	Name:	Edward R. Rosenfeld	 
	Title:	Director	 
	 	 	 	 


 


 






[Deferred Purchase Factoring Agreement Signature
page]










    	 	 	 



     


    

 


THE ASEAN CORPORATION LIIMITED


 


 


	By:	/s/ Awadhesh Sinha	 
	Name:	Awadhesh Sinha	 
	Title:	Director	 
	 	 	 	 


 


 





[Deferred Purchase Factoring Agreement Signature
page]










    	 	 	 



     


    

Schedule 1


 


Superseded Agreements


 


A. Steven Madden, Ltd.,
Dolce Vita Holdings, Inc., Schwartz & Benjamin, Inc., B. B. Dakota, Inc., and Greats Brand Inc. are each parties to a Collection
Agency Agreement dated July 9, 2009 with Rosenthal & Rosenthal, Inc. (“Rosenthal,” or “us,”
or “we”).


 


B. Report Footwear, Inc.
is party to a Collection Agency Agreement dated May 18, 2012 with Rosenthal.


 


C. Steven Madden Retail,
Inc. is party to a Collection Agency Agreement dated July 10, 2009 with Rosenthal.


 


D. SML Acquisition Corp.
is party to a Collection Agency Agreement dated July 10, 2009 with Rosenthal.


 


E. Daniel M. Friedman &
Associates, Inc. is party to a Collection Agency Agreement July 10, 2009 Collection Agency Agreement with Rosenthal.


 


F. Diva Acquisition Corp.
is party to a Collection Agency Agreement dated July 10, 2009 with Rosenthal.


 


G. Report Footwear, Inc.
is party to a Collection Agency Agreement dated May 18, 2012 with Rosenthal.


 


H. SML Acquisition Corp.
is party to a Collection Agency Agreement dated July 10, 2009 with Rosenthal.


 


I. Daniel M. Friedman &
Associates, Inc. is party to a Collection Agency Agreement dated July 10, 2009 with Rosenthal.


 


J. Diva Acquisition Corp.
is party to a Collection Agency Agreement dated July 10, 2009 with Rosenthal (each of the parties to the agreements set forth in
the foregoing paragraphs A through I, other than Rosenthal, hereinafter individually and collectively, and jointly and severally,
referred to as “you,” and each of such agreements, as amended and/or supplemented, hereinafter referred to as
the “Existing Collection Agency Agreements”).


 


K. Rosenthal and each of
the parties to the Existing Collection Agency Agreements have agreed to amend and restate the Existing Collection Agency Agreements
as provided in this Agreement, which Agreement shall become effective on the date on which it has been executed by all the parties
hereto (the “Closing Date”).


 


L. The Topline Corporation,
Madden International Limited, Report Footwear, Inc., Adesso-Madden, Inc., Daniel M. Friedman & Associates, Inc., Cejon Accessories,
Inc., Dolce Vita Holdings, Inc. and The Asean Corporation Limited are parties to a Non-Notification Collection Agency Agreement
(International sales) dated December 20, 2012 (the “Existing HK Non-Notification Collection Agency Agreement”).


 


M. Rosenthal and each of
the parties to the Existing HK Non-Notification Collection Agency Agreement have agreed to amend certain terms of the Existing
HK Non-Notification Collection Agency Agreements as provided in this Agreement, which amendments shall become effective on the
Closing Date.


 


N. Trendy Imports, S. de
R.L. de C.V. is party to a Non-Notification Collection Agency Agreement dated May 2, 2017 (the “Existing Mexico Non-Notification
Collection Agency Agreement”).





    	 	 	 



     


    

 


O. Rosenthal and Trendy
Imports, S. de R.L. de C.V. have agreed to amend certain terms of the Existing Mexico Non-Notification Collection Agency Agreements
as provided in this Agreement, which amendments shall become effective on the Closing Date.


 


Q. It is the intent of
the parties hereto that this Agreement amend and restate in their entirety all of the Existing Collection Agency Agreements, and
amend the Existing HK Non-Notification Collection Agency Agreement and Existing Mexico Non-Notification Collection Agency Agreement,
and re-evidence the outstanding obligations and liabilities of each of the respective parties thereunder, and not constitute a
novation or evidence repayment thereof.





    	 	 	 



     


    

Exhibit A


 


 


This account




has been assigned for collection and is PAYABLE ONLY to




ROSENTHAL & ROSENTHAL, INC. c/o [STEVEN MADDEN, LTD.]1


 




P.O. BOX 2244335, CHICAGO, ILLINOIS 60695-1926




Make check payable as above in United States Funds and


 




indicate name of seller.




Any claims against this invoice must be made promptly in




writing to Rosenthal & Rosenthal, Inc., specifying details.




No returns or adjustments will be recognized without the




written consent of Rosenthal & Rosenthal, Inc.


 


 







 



1
Name to be updated for each Madden entity


 







    	 	 	 



     


    

Exhibit B


Accession Agreement


To:Rosenthal & Rosenthal, Inc.


From:[name of new participating company]
(the “Company”)


Re:Collection Agency Agreement


 


		1.	Terms used in this Accession Agreement shall, unless defined otherwise in this Accession Agreement,
have the meanings given to them in that certain Deferred Purchase Agency Agreement dated as of July 22, 2020 entered into by Rosenthal
& Rosenthal, Inc. and Steven Madden, Ltd. (“Steve Madden”) (as amended, restated, amended and restated,
supplemented and/or otherwise modified from time to time, the Collection Agency Agreement).



 


		2.	The Company confirms that it has received a copy of the Collection Agency Agreement.



 


Each of Steve
Madden and the Company hereby agree that the Company shall be joined and be bound by the terms of the Collection Agency Agreement
as if it had originally been party thereto, and any reference to “you” or to Steve Madden contained in the Collection
Agency Agreement shall hereafter be deemed to be a reference to Steve Madden, the Company, and each of the other Affiliates of
Steve Madden party thereto, individually and/or collectively as appropriate, and each of the Company, Steve Madden and such Affiliates
shall be jointly and severally liable to you for all Obligations.


 


For administrative
convenience, the Company appoints Steve Madden as its attorney-in-fact with full power to act in its place and stead with respect
to any matters in connection with the Collection Agency Agreement, including, without limitation, directing the payment of any
amounts payable by us with respect to the Receivables.


 


The Company hereby
agrees to indemnify and hold us harmless from and against any loss, claims, or expenses sustained or incurred by reason of its
honoring the instruction contained in this letter and such indemnity and hold harmless provision shall survive any termination
of this document and/or the instructions contained herein.


 


		[3.	Add any new applicable terms and remove any existing inapplicable terms]



 


		4.	The provisions of this Accession Agreement shall be construed and enforced in accordance with the
laws of the State of New York.



 


		5.	This Accession Agreement is effective as of _____________________________.



SIGNED:


 


[Company Name]


By: _________________________________


Name: _______________________________


Title: ________________________________


Date: ________________________________


 


ACKNOWLEDGED AND ACCEPTED:


 


ROSENTHAL & ROSENTHAL, INC.


 


	
        By: ________________________________

        Name:

        Title:

        Date:

         
	 





    	 	 	 



     


    

 


Exhibit C


 


Tradestyles


 


 





    	 	 	 



     


    

 


 


Exhibit D


 


Confidentiality Agreement


 


[See attached]


 


 





    	 	 	 



     


    

 


CONFIDENTIAL


 


CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT


 


This Confidentiality and Non-Disclosure Agreement (the “Agreement”)
is entered into as of ___________, 20__ (hereinafter the “Effective Date”) by and between Rosenthal & Rosenthal,
Inc. a New York State corporation with its principal place of business at 1370 Broadway, New York, NY 10018 (“Rosenthal”)
and _____________, a _____________, having its principal place of business at _________________ (“Recipient”). The
Agreement shall govern the disclosure and furnishing by Rosenthal to Recipient of certain confidential and proprietary information
relating to the finances of Rosenthal which Recipient has requested from Rosenthal in connection with Rosenthal’s factoring
relationship with Steven Madden, Ltd. and certain of its affiliates (the “Madden Companies”) (hereinafter “Confidential
lnformation”), as well as the use and return of such information by Recipient.


 


Recipient acknowledges and agrees that the Confidential Information
is either owned by Rosenthal or an affiliate Recipient of Rosenthal. The Confidential Information will be used by Recipient only
for the purpose of reviewing and determining if it wishes to to exercise the “Redirection Right” as defined in that
certain Amended and Restated Deferred Purchase Factoring Agreement between Rosenthal and the Madden Companies (the “Factoring
Agreement”) (hereinafter the “Purpose”). Confidential Information shall also include any information subsequently
supplied by Rosenthal that refers or relates to the Purpose. Recipient agrees to receive the Confidential Information subject to
the following terms and conditions:


 


1.                 
Recipient promises and agrees to hold the Confidential Information in confidence. Without limiting the generality of the
foregoing, Recipient further promises and agrees that it will require its employees: (i) to protect and safeguard the Confidential
Information against unauthorized use, publication or disclosure; (ii) not to use any of the Confidential Information except for
the Purpose; (iii) not to make any copies of the Confidential Information except to the extent needed for the Purpose; (iv) not
to, directly or indirectly, in any way, reveal, report, publish, disclose, transfer or otherwise use any of the Confidential Information
except as specifically authorized by Rosenthal in this Agreement; (v) not to use any Confidential Information to compete or obtain
advantage vis-à-vis Rosenthal; (vi) to restrict access to the Confidential Information to those of its officers,
directors, and employees who clearly need such access to carry out the Purpose; (vii) to advise each of the persons to whom it
provides access to any of the Confidential Information, that such persons are strictly prohibited from making any use, publishing
or otherwise disclosing to others, or permitting others to use for their benefit or to the detriment of Rosenthal, any of the Confidential
Information; (viii) to take all steps reasonably necessary to protect the secrecy of the Confidential Information, and to prevent
the Confidential Information from falling into the public domain or into the possession of unauthorized persons; and (ix) to comply
with any other reasonable security measures requested in writing by Rosenthal.


 


2.                 
Recipient agrees that all Confidential Information shall remain the property of Rosenthal, and that Rosenthal may use the
Confidential Information for any purpose without obligation to Recipient. All inventions, improvements, copyrightable works and
designs relating to machines, methods, compositions, or products of Rosenthal directly resulting from or relating to the Confidential
Information and the right to market, use, license and franchise the Confidential Information or the ideas, concepts, methods or
practices embodied therein shall be the exclusive property of Rosenthal, and Recipient has no right or title thereto. Nothing contained
herein shall be construed as granting either express or implied transfer of rights to Company in the Confidential Information.
Nothing herein shall prohibit Rosenthal from disclosing the Confidential Information to others or from granting a license or other
rights therein to others.


 


3.                 
Recipient represents warrants and covenants that it has, or shall enter into, with each of its employees who may have access
to any Confidential Information, an appropriate agreement, which may include an employment agreement, sufficient to enable it to
comply with all of the terms of this Agreement, prior to exposing such employee to the Confidential Information.





    	 	 	 



     


    

 


4.                 
Upon termination of the Deferred Purchase Agreement, or upon the exercise of the Redirection Right, whichever is earlier,
Recipient shall return to Rosenthal all of the Confidential Information, and all copies thereof, in the possession or control of
Recipient, in whatever media or format. Rosenthal may in its sole discretion instruct Recipient in writing to destroy some or all
of the Confidential Information in lieu of returning it.


 


5.                 
Should Recipient or any of its representatives be requested, pursuant to, or required by, applicable law, regulation or
legal process to disclose any of the Confidential Information or any other information concerning Rosenthal, Recipient will notify
Rosenthal promptly so that Rosenthal may (i) seek a protective order or other appropriate remedy or (ii) consult with Recipient
with respect to Recipient taking steps to resist or narrow the scope of such request or legal process. In the event that no such
protective order or other remedy is obtained, Recipient and its representatives shall furnish only that portion of the Confidential
Information which it is advised by counsel in a written opinion is legally required and will exercise best efforts to obtain reliable
assurance that confidential treatment will be accorded the Confidential Information so furnished.


 


6.                 
The obligations of this Agreement shall be continuing and binding upon Recipient until the Confidential Information ceases
to be confidential other than as a breach of this Agreement by Recipient, whichever is first to occur, except that protection of
trade secrets shall extend to such time as the relevant information qualifies as a trade secret under the applicable law. Absent
the written consent of Rosenthal, the burden of proving that the Confidential Information is no longer confidential shall be on
Recipient.


 


7.                 
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement
may not be amended, changed, modified, supplemented, or waived except by later written agreement signed by both parties. This Agreement
shall be binding upon, inure to the benefit of, and be enforceable by (a) Rosenthal, its successors, and assigns; and (b) Recipient,
its successors and assigns.


 


8.                 
Neither this Agreement, not any right, obligation, or interest in or under this Agreement, nor any claim arising under or
in connection with or relating to this Agreement, may be assigned by any party without the other party's prior written consent,
and any attempted assignment without such consent shall be void and of no effect, except that either party may assign this Agreement
to any entity which directly or indirectly controls, is controlled by, or is under common control with such assigning party without
such consent.


 


9.                 
This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to
its conflicts of law principles and both parties agree to submit any disputes in connection with this Agreement to the jurisdiction
of the courts of the State of New York or the Federal District Courts sitting in New York, which courts shall have exclusive jurisdiction
for such purposes.


 


10.             
Notwithstanding the above provision, Recipient understands and acknowledges that any disclosure or misappropriation of any
of the Confidential Information in violation of this Agreement may cause Rosenthal irreparable harm, the amount of which may be
difficult to ascertain and, therefore, agrees that Rosenthal shall have the right to apply to any court of competent jurisdiction
for an order restraining any such further disclosure or misappropriation and for such other relief as Rosenthal shall deem appropriate.
Such right of Rosenthal shall be in addition to remedies otherwise available to Rosenthal at law or in equity.


 


11.             
In the event any one or more of the provisions herein is, for any reason, held invalid, illegal or unenforceable in any
respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability
without invalidating the remainder of this Agreement, which will continue in full force and effect without said provision(s), unless
doing so shall materially alter the bargain between the parties.


 





    	 	 	 



     


    

12.             
This Agreement does not constitute a commitment of Rosenthal to consummate the Transaction.


 


The parties have caused this Agreement to be executed by their duly
authorized representatives as of the Effective Date:


	
         

        ROSENTHAL & ROSENTHAL, INC.

         

        Signed: ________________________*

         

        Print Name: _____________________

         

        Title: __________________________
	
         

        [RECIPIENT]

         

        Signed: ________________________*

         

        Print Name: _____________________

         

        Title: __________________________