JOINDER AGREEMENT


 


This JOINDER AGREEMENT
(this “Joinder”) is made as February 21, 2014, by and among:


 


SBG
Revo Holdings, LLC, a Delaware limited liability company (the “New Guarantor”), with its principal
executive offices at 1065 Avenue of the Americas, 30th Floor, New York, NY 10018; and


 


BANK
OF AMERICA, N.A., Administrative Agent and Collateral Agent; in consideration of the mutual covenants herein contained and
benefits to be derived herefrom.


 


WITNESSETH:


 


A.           Reference
is made to the First Lien Term Loan Agreement, dated as of March 28, 2013 (as amended, amended and restated, restated, supplemented
or otherwise modified and in effect from time to time, the “Credit Agreement”) by, among others, (i) Sequential
Brands Group, Inc., a Delaware corporation, as the borrower (the “Existing Borrower”), (ii) the Guarantors from
time to time party thereto (the “Existing Guarantors”), (iii) the Lenders from time to time party thereto, and
(iv) Bank of America, N.A., as administrative agent and collateral agent (in such capacities, the “Agent”) for
its own benefit and the benefit of the other Credit Parties referred to therein. All capitalized terms used herein and not otherwise
defined shall have the same meaning herein as in the Credit Agreement.


 


B.           The
New Guarantor desires to become a party to, and be bound by the terms of, the Credit Agreement and the other Loan Documents in
the same capacity and to the same extent as the Existing Guarantors thereunder.


 


C.           Pursuant
to the terms of the Credit Agreement, in order for the New Guarantor to become a party to the Credit Agreement and the other Loan
Documents as provided herein, the New Guarantor and the Existing Borrower and Existing Guarantors are required to execute this
Joinder.


 


NOW, THEREFORE, in
consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:


 


		1.	Joinder and Assumption of Obligations. Effective as of the date of this Joinder, the New
Guarantor hereby acknowledges that the New Guarantor has received and reviewed a copy of the Credit Agreement, the Facility Guaranty,
the Security Documents and the other Loan Documents, and hereby:



 




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		(a)	joins in the execution of, and becomes a party to, the Credit Agreement, the Facility Guaranty,
the applicable Security Documents (as a “Grantor” as defined therein), and each of the other Loan Documents as a Guarantor
thereunder, as indicated with its signature below;



 


		(b)	covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments
of a Guarantor under the Credit Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan
Documents as of the date hereof (other than covenants, agreements, liabilities and acknowledgments that relate solely to an earlier
date), in each case, with the same force and effect as if such New Guarantor was a signatory to the Credit Agreement, the Facility
Guaranty, the applicable Security Documents and each of the other Loan Documents and was expressly named as a Guarantor (or “Grantor”
as applicable) therein;



 


		(c)	makes all representations, warranties, and other statements of a Guarantor under the Credit Agreement,
the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents, as of the date hereof (other than
representations, warranties and other statements that relate solely to an earlier date), in each case, with the same force and
effect as if such New Guarantor was a signatory to the Credit Agreement, the Facility Guaranty, the applicable Security Documents
and each of the other Loan Documents and was expressly named as a Guarantor therein (or “Grantor” as applicable); and



 


		(d)	assumes and agrees to perform all applicable duties and Obligations of a Guarantor under the Credit
Agreement, the Facility Guaranty, the applicable Security Documents and each of the other Loan Documents.



 


		2.	Grant of Security Interest. Without limiting the generality of Section 1 hereof, the New
Guarantor hereby pledges and grants to the Agent for its benefit and for the benefit of the other Credit Parties, as collateral
security for the payment and performance in full of all the Secured Obligations (as defined in the Security Agreement) when due,
a lien on and security interest in and to all of the right, title and interest of the New Guarantor in, to and under the Collateral.
The New Guarantor hereby irrevocably authorizes the Agent at any time and from time to time to authenticate and file in any relevant
jurisdiction any financing statements and amendments thereto describing the Collateral as “all assets of the Grantor, wherever
located, whether now owned or hereafter acquired” or words of similar effect.



 


		3.	Guaranty. Without limiting the generality of Section 1 hereof, the New Guarantor (i) joins
in the execution of, and becomes a party to, the Facility Guaranty, (ii) irrevocably and unconditionally guaranties jointly with
the other Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment when due (whether
at the stated maturity, by required prepayment, by acceleration or otherwise) and performance by the Borrower of all Obligations,
including all such Guaranteed Obligations (as defined in the Facility Guaranty) which shall become due but for the operation of
any Debtor Relief Law, and (iii) agrees that the New Guarantor shall, for all purposes, be deemed to be a “Guarantor”,
jointly and severally with all other Guarantors under the Facility Guaranty.



 




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		4.	Supplemental Schedules. To the extent that any changes in any representations, warranties,
and covenants require any amendments to the schedules to the Credit Agreement, the Facility Guaranty, the Security Documents or
any of the other Loan Documents, such schedules are hereby updated, as evidenced by the supplemental schedules annexed to this
Joinder.



 


		5.	Conditions Precedent to Effectiveness. This Joinder shall not be effective until each of
the following conditions precedent have been fulfilled to the reasonable satisfaction of the Agent:



 


		(a)	This Joinder shall have been duly executed and delivered by the respective parties hereto, and
shall be in full force and effect.



 


		(b)	All action on the part of the New Guarantor and the other Loan Parties necessary for the valid
execution, delivery and performance by the New Guarantor and the other Loan Parties of this Joinder and all other documentation,
instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof
reasonably satisfactory to the Agent shall have been provided to the Agent.



 


		(c)	The New Guarantor shall have delivered the following to the Agent, in form and substance reasonably
satisfactory to the Agent:



 


		(i)	Copies of the New Guarantor’s Organization Documents and such other documents and certifications
as the Agent may reasonably require to evidence that the New Guarantor is duly organized or formed, and that the New Guarantor
is validly existing, in good standing in its jurisdiction of organization or formation.



 


		(ii)	Certificates of resolutions or other action, incumbency
certificates and/or other certificates of Responsible Officers of the New Guarantor as the Agent may require evidencing (A) the
authority of the New Guarantor to enter into this Joinder and the other Loan Documents to which the New Guarantor is a party or
is to become a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible
Officer in connection with this Joinder and the other Loan Documents to which the New Guarantor is a party or is to become a party.



 


		(iii)	Execution and/or delivery by the New Guarantor of the following Loan Documents:



 




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		a)	Blocked Account Agreement with Bank of America, N.A.



 


		b)	An Information Certificate duly completed by the New Guarantor;



 


		c)	Evidence satisfactory to the Agent that the insurance policies required for the New Guarantor by
the Credit Agreement are in full force and effect, together with appropriate evidence showing notice of cancellation, lender loss
payable and/or additional insured clauses or endorsements in favor of the Agent; and



 


		d)	Such other documents and agreements as the Agent may reasonably require to accomplish the purposes hereof.



 


		(d)	Upon the request of the Agent in its sole discretion, the Agent shall have received a written legal
opinion White & Case LLP, counsel to the New Guarantor, addressed to the Agent and each Lender, covering such matters relating
to the New Guarantor, the Loan Documents and/or the transactions contemplated thereby as the Agent may reasonably request.



 


		(e)	The Agent shall have received all documents and instruments, including Uniform Commercial Code
financing statements and filings with the United States Patent and Trademark Office and the United States Copyright Office and
Blocked Account Agreements, required by law or reasonably requested by the Agent to be filed, registered or recorded to create
or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall
have been so filed, registered or recorded to the reasonable satisfaction of the Agent.



 


		(f)	All reasonable fees and Credit Party Expenses incurred by the Agent and the other Credit Parties
in connection with the preparation and negotiation of this Joinder and related documents shall have been paid in full by the New
Guarantor.



 


		6.	Miscellaneous.



 


		(a)	This Joinder may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of
an executed counterpart of a signature page of this Joinder by telecopy, pdf or other electronic transmission shall be as effective
as delivery of a manually executed counterpart of this Joinder.



 


		(b)	This Joinder constitute the entire contract among the parties relating to the subject matter hereof
and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.



 




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		(c)	If any provision of this Joinder is held to be illegal, invalid or unenforceable, (a) the legality,
validity and enforceability of the remaining provisions of this Joinder shall not be affected or impaired thereby and (b) the parties
shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity
of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.



 


		(d)	To the extent not paid by the New Guarantor pursuant to Section 5(f) above, the Existing Borrower and Existing Guarantors
shall, within ten (10) days after demand therefor, pay all reasonable fees and other Credit Party Expenses of the Agent and the
other Credit Parties required to be paid by the New Guarantor pursuant to Section 5(f) above.



 


		(e)	The New Guarantor warrants and represents that the New Guarantor is not relying on any representations or warranties of the
Agent or the other Credit Parties or their counsel in entering into this Joinder.



 


		(f)	THIS JOINDER and any claims, controversy, dispute or cause of action (whether in contract
or tort or otherwise) based upon, arising out of or relating to this JOINDER and the transactions contemplated hereby shall be
governed by, and construed in accordance with, the law of the State of NEW yORK.



 


[SIGNATURE PAGES
FOLLOW]


 




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IN WITNESS WHEREOF,
each of the undersigned has caused this Joinder to be duly executed and delivered by its proper and duly authorized officer as
of the date set forth below.


 


	 	NEW Guarantor:
	 	 
	 	SBG REVO HOLDINGS, LLC
	 	 	 
	 	By:	/s/ Gary Klein
	 	Name: Gary Klein
	 	Title: Chief Financial Officer
	 	 
	 	AGENT:
	 	 
	 	BANK OF AMERICA, N.A.
	 	 	 
	 	By:	/s/ Andrew Cerussi
	 	Name: Andrew Cerussi
	 	Title: Director


 


Signature Page to Joinder Agreement (First
Lien)


 




    	 



    	 



    

 


	Acknowledged and Agreed:	 
	 	 
	EXISTING BORROWER:	 
	 	 
	SEQUENTIAL BRANDS GROUP, INC.	 
	 	 	 
	By: 	/s/ Gary Klein	 
	Name: Gary Klein	 
	Title: Chief Financial Officer	 
	 	 
	EXISTING GUARANTORS:	 
	 	 
	SEQUENTIAL LICENSING, INC.	 
	 	 	 
	By: 	/s/ Gary Klein	 
	Name: Gary Klein	 
	Title: Chief Financial Officer	 
	 	 
	BELLA ROSE, LLC	 
	 	 	 
	By:	 /s/ Gary Klein	 
	Name: Gary Klein	 
	Title: Chief Financial Officer	 
	 	 
	WILLIAM RAST SOURCING, LLC	 
	 	 	 
	By:	 /s/ Gary Klein	 
	Name: Gary Klein	 
	Title: Chief Financial Officer	 
	 	 
	WILLIAM RAST LICENSING, LLC	 
	 	 	 
	By: 	/s/ Gary Klein	 
	Name: Gary Klein	 
	Title: Chief Financial Officer	 
	 	 
	WILLIAM RAST RETAIL, LLC	 
	 	 	 
	By: 	/s/ Gary Klein	 
	Name: Gary Klein	 
	Title: Chief Financial Officer	 


 


Signature Page to Joinder Agreement (First
Lien)


 




    	 



    	 



    

 


	WILLIAM RAST EUROPE HOLDINGS, LLC	 
	 	 	 
	By:	/s/ Gary Klein	 
	Name: Gary Klein	 
	Title: Chief Financial Officer	 
	 	 
	HEELYS, INC.	 
	 	 	 
	By:	/s/ Gary Klein	 
	Name: Gary Klein	 
	Title: Chief Financial Officer	 
	 	 
	HEELING MANAGEMENT CORP.	 
	 	 	 
	By:	/s/ Gary Klein	 
	Name: Gary Klein	 
	Title: Chief Financial Officer	 
	 	 
	HEELING HOLDING CORPORATION	 
	 	 	 
	By:	/s/ Gary Klein	 
	Name: Gary Klein	 
	Title: Chief Financial Officer	 
	 	 
	HEELING SPORTS LIMITED	 
	By: Heeling Management Corp., as the General Partner	 
	 	 	 
	By:	/s/ Gary Klein	 
	Name: Gary Klein	 
	Title: Chief Financial Officer	 
	 	 
	By:	Heeling Holding Corporation, as the Limited Partner	 
	 	 	 
	By:	/s/ Gary Klein	 
	Name: Gary Klein	 
	Title: Chief Financial Officer	 
	 	 
	B®AND MATTER, LLC	 
	 	 	 
	By:	/s/ Gary Klein	 
	Name: Gary Klein	 
	Title: Chief Financial Officer	 


 


Signature Page to Joinder Agreement (First
Lien)


 




    	 



    	 



    

 


Supplemental Schedules to Credit Agreement


 


Schedule 5.01

Loan Parties Organizational Information


 


	Loan Party	 	State of

Incorporation

or

Organization	 	Organization

Type	 	Organization

Number (if

any)	 	Federal

Employer

Identification

Number
	SBG Revo Holdings, LLC	 	Delaware	 	limited liability company	 	5373263	 	46-3417442


 





Supplemental Schedules to Credit Agreement
(First Lien)







 




    	 



    	 



    

 


Schedule 5.08(b)(1)

Owned Real Estate


 


None.


 




Supplemental Schedules to Credit Agreement
(First Lien)







 




    	 



    	 



    

 


Schedule 5.08(b)(2)

Leased Real Estate


 


None.


 





Supplemental Schedules to Credit Agreement
(First Lien)







 




    	 



    	 



    

 


Schedule 5.10

Insurance


 


[See attached.]


 





Supplemental Schedules to Credit Agreement
(First Lien)







 




    	 



    	 



    

 


Schedule 5.13

Subsidiaries; Other Equity Investments


 


(a)          Legal
name, jurisdiction of incorporation or formation and authorized Equity Interests of each Subsidiary of each Loan Party.


 


	Subsidiary	 	Owner	 	Jurisdiction
of
 Incorporation
 or Formation
of 
 Subsidiary	 	Type of

Equity

Interest	 	Authorized

no. of

shares		Amount of 

Equity

Interest

Owned by

Loan

Party	 	Outstanding

Options/Warrants/

Rights of

Conversion/Purchase
	SBG Revo Holdings, LLC	 	Sequential Brands Group, Inc.	 	Delaware	 	membership interest	 	N/A	 	100% of membership interest	 	None


 


(b)          All
equity investments in any other corporation or entity by each Loan Party, and amounts, if any.


 


None.


 


(c)          All
outstanding Equity Interests in the Loan Parties.


 


	Loan Party	 	Owner of Equity Interest	 	Amount of 

Equity Interest

Owned 	 	Outstanding

Options/Warrants/

Rights of

Conversion/Purchase
	SBG Revo Holdings, LLC	 	Sequential Brands Group, Inc.	 	100%	 	None


 





Supplemental Schedules to Credit Agreement
(First Lien)







 






    	 



    	 



    

 


Schedule 5.17

Material Intellectual Property; Material Licenses


 


Part 1. Material Intellectual Property


 


1.          Trademarks
licensed under the Revo Eyewear License Agreement, dated as of August 2, 2013, between Sequential Brands Group, Inc., as licensor,
and B. Robinson Optical Inc., as licensee.


 


	Mark	 	Owner	 	Application

Date	 	Status	 	Registration

Date	 	U.S.

Registration No.
	REVO	 	SBG Revo Holdings, LLC	 	01/29/1986	 	Registered	 	08/26/1986	 	1.406.608
	REVO	 	SBG Revo Holdings, LLC	 	03/16/2011	 	Registered	 	5/8/2012	 	4137435



 


2.          Sunglass
Hut – License and Supply Agreement, dated as of August 2, 2013, by and among SBG Revo Holdings, LLC, as licensor, Oakley,
Inc. , as licensee, and Sunglass Hut Trading, LLC, as buyer.


 





	Mark	 	Owner	 	Application Date	 	Status	 	Registration Date	 	U.S. Registration No.
	REVO	 	SBG Revo Holdings, LLC	 	01/29/1986	 	Registered	 	08/26/1986	 	1.406.608
	REVO	 	SBG Revo Holdings, LLC	 	03/16/2011	 	Registered	 	5/8/2012	 	4137435





 





Supplemental Schedules to Credit Agreement
(First Lien)







 






    	 



    	 



    

 


Part 2. Material Licenses




 


1.          Revo
– Revo Eyewear License Agreement, dated as of August 2, 2013, between Sequential Brands Group, Inc., as licensor, and B.
Robinson Optical Inc., as licensee.


 


2.          Sunglass
Hut – License and Supply Agreement, dated as of August 2, 2013, by and among SBG Revo Holdings, LLC, as licensor, Oakley,
Inc. , as licensee, and Sunglass Hut Trading, LLC, as buyer..


 





Supplemental Schedules to Credit Agreement
(First Lien)







 




    	 



    	 



    

 


Schedule
5.21

Deposit Accounts









	Loan Party	 	Legal Name

of

Depositary	 	Address of

Depositary	 	Account

number	 	Type of

Account	 	Contact person

at depositary
	SGB Revo Holdings, LLC	 	Bank of America	 	101 S Tyron St.

Charlotte, NC 28280	 	4427802366	 	Regular checking	 	Gabriel S. Guerrero

(203) 905-4153


 





Supplemental Schedules to Credit Agreement
(First Lien)







 




    	 



    	 



    

 


Schedule
5.23

Material Contracts



None. 


 





Supplemental Schedules to Credit Agreement
(First Lien)







 




    	 



    	 



    

 


Schedule
7.01

Existing Liens



None.


 





Supplemental Schedules to Credit Agreement
(First Lien)







 




    	 



    	 



    

 


Schedule 7.02

Existing Investments




 


None.


 





Supplemental Schedules to Credit Agreement
(First Lien)









    	 



    	 



    

 


Schedule 7.03

Existing Indebtedness






 


None.


 





Supplemental Schedules to Credit Agreement
(First Lien)