![]() “ Act” means the Delaware Revised Uniform Limited Partnership Act. NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, the receipt and sufficiency of which are hereby acknowledged and agreed, and intending to be legally bound hereby, the parties agree as follows: ![]() WHEREAS, the Seller and Holdco desire Holdco to directly sell the Interests to the Buyer, and the Buyer wishes to purchase the Interests from Holdco, on the terms and subject to the conditions set forth herein. WHEREAS, prior to or concurrently with the execution and delivery of this Agreement and as a condition and inducement to the Buyer’s willingness to enter into this Agreement, the Company delivered duly executed copies of the Signing Deliverables, each of which is in full force and effect as of the date hereof and WHEREAS, following the Conversion, (a) Holdco shall directly own 100% of the issued and outstanding membership interests of GP Holdco (the “ Membership Interests”) and 100% of the issued and outstanding limited partnership interests of the Company (collectively, the “ Company LP Interests” and, together with the Membership Interests, the “ Interests”), (b) GP Holdco shall directly own 100% of the issued and outstanding general partnership interests of each of the Company (the “ Company GP Interests”) and each Subsidiary of the Company (collectively, the “ Subsidiary GP Interests” and, together with the Company GP Interests, the “ GP Interests”), and (c) the Company shall directly own 100% of the issued and outstanding limited partnership interests of each of the Subsidiaries of the Company WHEREAS, contemporaneously with the Conversion and the Subsidiary Conversions, GP Holdco shall be issued 100% of the issued and outstanding general partnership interests of the Company and each Subsidiary of the Company WHEREAS, following the Contribution and prior to the Closing Date, the Company shall (a) convert into a Delaware limited partnership (the “ Conversion” and, together with the Contribution, the “ Reorganization”) and (b) cause each of the Subsidiaries of the Company set forth on Exhibit A to convert into a Delaware limited partnership (the “ Subsidiary Conversions”) WHEREAS, prior to the Closing Date, the Seller shall (a) form a Delaware corporation, which shall be a wholly-owned subsidiary of the Seller (“ Holdco”), (b) form a Delaware limited liability company (the “ GP Holdco”), which shall be a wholly-owned subsidiary of Holdco, and (c) contribute the Shares (the “ Contribution”) to Holdco ![]() WHEREAS, the Company and its Subsidiaries are engaged in the business of promoting, marketing and licensing the Martha Stewart brand and the Emeril Lagasse brand through various distribution channels, including to retailers, wholesalers and distributors in the United States and in certain international territories, as well as the personality rights of Martha Stewart and Emeril Lagasse, respectively, together with all related content, archives and publishing businesses (the “ Business”) WHEREAS, as of the date hereof, the Seller owns directly 100% of the issued and outstanding equity interests (the “ Shares”) of the Company EQUITY PURCHASE AGREEMENT, dated as of Ap(this “ Agreement”), by and between Sequential Brands Group, Inc., a Delaware corporation (the “ Seller”), and Marquee Brands LLC, a Delaware limited liability company (the “ Buyer”). ![]()
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