Assets of Marketing and Advertising Services Business

Sale of substantially all of assets of Sequential Brands Group, Inc and Joe’s Holdings LLC (collectively, the “Sellers”). The sale of a material portion of seller's Assets—the Active Division Assets and the Joe’s Jeans brand, and more described as follows:

• The Active Division Assets for $333,000,000: As more fully described in the Galaxy APA, the Sellers’ right, title, and interest in, to and under (i) certain accounts receivable; (ii) intellectual property related to the Business; (iii) furniture, furnishings, equipment, fixtures, and other personal property related to the Business located at Seller’s New York office; (iv) certain designated Seller contracts; (v) credits, prepayments, advanced payments, refunds, deposits, and other forms of deposit or security related to the aforementioned contracts, but excluding certain tax prepayments; (vi) transferable rights under confidentiality, noncompetition, or related contracts related to the Transferred Assets; (vii) certain of Sellers’ books and records not protected by legally recognized privilege; (viii) certain customer, supplier, and licensor-licensee lists held by Seller related to the transferred business; (ix) all goodwill and other intangible property, privileges, and benefits related to the transferred assets or assumed liabilities; (x) all equity interests in GAIAM PTY held by GAIAM Americas, Inc.; and (xi) all other assets of the Sellers related to the Business that do not constitute Excluded Assets under the Galaxy APA, and more described on the attached PDF; and
• The Joe’s Jeans brand for $42,000,000: As further described in the Centric APA, (i) all trademarks and service marks owned by Seller, and all goodwill, rights, titles, interests, registrations, renewals, and applications related thereto; (ii) all assumed contracts set forth in Schedule 2.05(a) of the Centric APA; (iii) all domain names, web sites, and social media handles owned by Seller and used in connection with the Business; (iv) all copyrights and other intellectual property developed by Seller exclusively in connection with the transferred trademarks, as set forth in schedule 2.01(d) of the Centric APA; (v) certain books and records of the Seller; all claims, causes of action or similar of the Seller related to Purchased Assets; and (vi) all receivables arising under or pursuant to an Assumed Contract arising after the Closing and exclusively related to the Purchased Assets, and more described on the attached PDF.