EX-2.1 2 d372210dex21.htm EX-2.1 EX-2.1

Exhibit 2.1

EXECUTION VERSION

 

 

 

MEMBERSHIP INTEREST PURCHASE AGREEMENT

BY AND AMONG

ICON NY HOLDINGS LLC,

IBG BORROWER LLC,

ICONIX BRAND GROUP, INC.,

DHX MEDIA LTD.,

AND

DHX SSP HOLDINGS LLC

DATED MAY 9, 2017

 

 

 

 

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.


     Page  

ARTICLE I DEFINITIONS; CONSTRUCTION

     1  

1.1

 

Defined Terms

     1  

1.2

 

Additional Defined Terms

     8  

1.3

 

Construction

     10  

1.4

 

Exhibits and the Disclosure Letters

     10  

1.5

 

Knowledge

     10  

ARTICLE II SALE OF INTERESTS; CLOSING

     11  

2.1

 

Sale of Interests

     11  

2.2

 

Closing; Closing Deliverables

     11  

ARTICLE III PURCHASE PRICE

     13  

3.1

 

Purchase Price; Delivery of Funds

     13  

3.2

 

Working Capital Adjustment

     13  

3.3

 

DHX Parent Guaranty

     15  

3.4

 

Iconix Parent Guaranty

     15  

3.5

 

Purchase Price Allocation

     15  

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLERS

     15  

4.1

 

Due Organization, Good Standing

     16  

4.2

 

Authorization; Noncontravention

     16  

4.3

 

Title to Peanuts Interests and IBG Interests

     16  

4.4

 

Purchased Companies; Capitalization

     17  

4.5

 

Financial Statements; Undisclosed Liabilities

     17  

4.6

 

Consents and Approvals

     18  

4.7

 

Title to Non-IP Assets

     18  

4.8

 

Intentionally Omitted

     18  

4.9

 

Litigation and Other Proceedings; Orders

     18  

4.10

 

Absence of Certain Changes and Events

     18  

4.11

 

Material Contracts

     20  

4.12

 

Tax Matters

     21  

4.13

 

Intellectual Property

     23  

4.14

 

Compliance with Laws

     24  

4.15

 

Finders; Brokers

     24  

4.16

 

Employees

     24  

4.17

 

Certain Payments

     25  

4.18

 

Accounts Receivable

     25  

4.19

 

Transactions with Affiliates

     25  

4.20

 

Insurance

     26  

4.21

 

No Material Adverse Effect

     26  

4.22

 

Exclusivity of Representations

     26  

ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER

     26  

5.1

 

Corporate Due Organization, Good Standing and Corporate Power of Purchaser

     26  

5.2

 

Authorization; Noncontravention

     27  

5.3

 

Consents and Approvals

     27  

5.4

 

Available Funds

     28  

5.5

 

Litigation

     28  

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

(i)


5.6

 

Finders; Brokers

     28  

5.7

 

Investigation and Acknowledgment by Purchaser

     29  

5.8

 

Exclusivity of Representations

     29  

ARTICLE VI COVENANTS

     29  

6.1

 

Access to Information Concerning Properties and Records

     29  

6.2

 

Conduct of Sellers and the Businesses

     30  

6.3

 

Efforts to Close; Antitrust Laws

     30  

6.4

 

Public Announcements

     31  

6.5

 

Notification of Certain Matters

     31  

6.6

 

Post-Closing Access to Records and Personnel; Litigation Support

     32  

6.7

 

Tax Matters

     33  

6.8

 

Further Assurances

     34  

6.9

 

Audited Financials

     34  

6.10

 

Employee Matters

     35  

6.11

 

Financing

     35  

6.12

 

Copyright Termination and Re-Grants Process

     37  

6.13

 

Aged Accounts Receivable Credit

     37  

6.14

 

Efforts to Collect and Reporting

     37  

6.15

 

Payment to Wrong Party Following Closing

     38  

6.16

 

Transfer of Domain Name Registrations

     38  

ARTICLE VII CONDITIONS PRECEDENT

     38  

7.1

 

Conditions to the Obligations of Each Party

     38  

7.2

 

Conditions to the Obligations of Purchaser

     39  

7.3

 

Conditions to the Obligations of Sellers

     39  

7.4

 

Frustration of Closing Conditions

     39  

ARTICLE VIII INDEMNIFICATION; REMEDIES

     39  

8.1

 

General Indemnification by Sellers

     39  

8.2

 

Tax Indemnification by Sellers

     40  

8.3

 

Indemnification by Purchaser

     40  

8.4

 

Time Limitations

     40  

8.5

 

Limitations on Amount

     40  

8.6

 

Procedure for Indemnification — Third Party Claims

     41  

8.7

 

Adjustment to Purchase Price

     42  

8.8

 

Damages

     42  

ARTICLE IX TERMINATION

     42  

9.1

 

Termination Events

     42  

9.2

 

Effect of Termination

     43  

9.3

 

No Recourse to Debt Financing Source

     43  

ARTICLE X MISCELLANEOUS

     44  

10.1

 

Expenses

     44  

10.2

 

Extension; Waiver

     44  

10.3

 

Notices

     44  

10.4

 

Entire Agreement

     45  

10.5

 

Binding Effect; Benefit; Assignment

     45  

10.6

 

Amendment and Modification

     45  

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

(ii)


10.7

 

Counterparts

     45  

10.8

 

Applicable Law

     45  

10.9

 

Severability

     46  

10.10

 

Specific Enforcement; Limitation on Damages

     46  

10.11

 

Waiver of Jury Trial

     46  

10.12

 

Release

     47  

10.13

 

Rules of Construction

     47  

10.14

 

Headings

     47  

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

(iii)


EXHIBITS

Exhibit A

 

–  Form of Release

Exhibit B

 

–  Form of Transition Services Agreement

Exhibit C

 

–  Allocation of Purchase Price Among Sellers

Exhibit D

 

–  Notice of Termination of Grants of Transfer of Copyrights under Sections 203 and 304(c)

Exhibit E

 

–  Agreement (Re-Grant of Rights Subject to Termination Notice)

Exhibit F

 

–  Beagle Scouts Letter Agreement Assignment

Exhibit G

 

–  Joinder Agreement

Exhibit H

 

–  Parent Joinder Agreement

Exhibit I

 

–  Interests Assignment and Assumption Agreement

Exhibit J

 

–  Working Capital Calculation Template

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

(iv)


MEMBERSHIP INTEREST PURCHASE AGREEMENT

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is dated May 9, 2017 by and among Icon NY Holdings LLC, a limited liability company organized under the Laws of the State of Delaware (“Peanuts Seller”), IBG Borrower LLC, a limited liability company organized under the Laws of the State of Delaware (“IBG Seller” and, together with Peanuts Seller, the “Sellers”, and each individually, a “Seller”), and, solely for purposes of Section 3.4 hereof, Iconix Brand Group, Inc., a corporation organized under the Laws of the State of Delaware (“Iconix”), on the one hand, and DHX SSP Holdings LLC, a limited liability company organized under the Laws of the State of Delaware (“Purchaser”) and, solely for purposes of Section 3.3 hereof, DHX Media Ltd., a corporation organized under the Laws of Canada (“DHX”), on the other hand. Unless otherwise expressly provided to the contrary, all capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 1.1 of this Agreement.

W I T N E S S E T H:

WHEREAS, Peanuts Seller owns 80% of the issued and outstanding common units (the “Peanuts Interests”) of Peanuts Holdings LLC, a limited liability company organized under the Laws of the State of Delaware (together with its wholly owned subsidiary, Peanuts Worldwide LLC, the “Company”), which is engaged in the Peanuts Business;

WHEREAS, IBG Seller owns all of the issued and outstanding membership interests (the “IBG Interests”) of IBGNYC LLC and IBGSCREEN, LLC, each a limited liability company organized under the Laws of the State of Delaware (together with IBGWGA LLC, a wholly owned subsidiary of IBGNYC LLC, the “IBG Companies”), each of which is engaged in the IBG Business;

WHEREAS, upon the terms and subject to the conditions of this Agreement, the parties hereto desire that Purchaser purchase and Sellers sell or cause to be sold, transferred, conveyed and assigned to Purchaser, the Peanuts Interests and the IBG Interests on the Closing Date (the “Purchase”);

WHEREAS, it is the intention of the parties hereto that, upon consummation of the Purchase pursuant to this Agreement, Purchaser shall own 80% of the common units of Peanuts Holdings LLC and all of the outstanding membership interests of IBGNYC LLC and IBGSCREEN, LLC; and

WHEREAS, as a material inducement to Iconix and Sellers to enter into this Agreement, DHX is providing a guaranty in favor of Iconix and Sellers pursuant to which DHX is guaranteeing certain obligations of Purchaser including the payment of the Purchase Price.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants, representations, warranties and agreements herein contained, the parties, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS; CONSTRUCTION

1.1    Defined Terms. When used in this Agreement, the following terms shall have the respective meanings specified therefor below:

ABC Agreement” shall mean that certain Agreement, dated October 22, 2013, between American Broadcasting Companies, Inc., Peanuts Worldwide, LLC and Lee Mendelson Film Productions, Inc.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.


Affiliate” of any Person shall mean any other Person directly or indirectly controlling, controlled by, or under common control with, such Person, provided that for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise.

Aged Accounts Receivable” shall mean any accounts receivable of the Purchased Companies incurred in the ordinary course of business which have been outstanding for more than 120 days from the applicable due date pursuant to the relevant Contract.

Antitrust Authorities” shall mean the Federal Trade Commission, the Antitrust Division of the United States Department of Justice, the attorneys general of the several states of the United States of America and any other Governmental Entity having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws.

Antitrust Filings” shall mean all required filings under the HSR Act and all filings under other applicable Antitrust Laws required in order to consummate the transactions contemplated by this Agreement.

Antitrust Laws” shall mean the Sherman Act, 15 U.S.C. §§ 1-7, as amended; the Clayton Act, 15 U.S.C. §§ 12-27, 29 U.S.C. §§ 52-53, as amended; the HSR Act; the Federal Trade Commission Act, 15 U.S.C. §§ 41-58, as amended; and all other Laws and Orders that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, restraint of trade, or lessening of competition through merger or acquisition.

Balance Sheet” shall mean the unaudited proforma consolidated balance sheet of the Businesses as at December 31, 2016, as set forth in Section 4.5(a) of the Sellers Disclosure Letter.

Base Purchase Price” shall mean an amount equal to [***].

Beagle Scouts Consent” shall mean the Letter Agreement, dated as of May 9, 2017, by and between Iconix, Peanuts Seller, DHX, Purchaser, and Beagle Scouts LLC in which Beagle Scouts LLC, among other things, provides its consent to the transactions contemplated by this Agreement.

Beagle Scouts Letter Agreement” shall mean that certain Letter Agreement, dated as of September 5, 2014, by and among Peanuts Seller, Iconix and Beagle Scouts LLC.

Businesses” shall mean, together, (a) the Peanuts Business, and (b) the IBG Business.

Business Day” shall mean any day except a Saturday, a Sunday or any other day on which commercial banks are required or authorized to close in New York, New York or Halifax, Nova Scotia.

Closing Working Capital” shall mean Current Assets minus Current Liabilities, determined as of the close of business on the Closing Date. The Closing Working Capital can be represented by a positive or a negative number.

Code” shall mean the United States Internal Revenue Code of 1986, as amended.

Confidentiality Agreement” shall mean that certain Nondisclosure and Restrictive Covenant Agreement, dated as of August 29, 2016, by and between Iconix and DHX.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 2 -


Contract” shall mean any note, bond, mortgage, indenture, guaranty, license, franchise, agreement, contract, lease, commitment, promise or undertaking, and any amendments thereto.

Copyright” shall mean, throughout the world, all registered and unregistered copyrights and registrations and applications to register the same, all extensions, renewals and reversions related thereto, and all design and database rights recognized by applicable Law, including moral rights of authors.

Copyright Termination and Re-Grant Process” shall mean the processes under 17 U.S.C. Sections 203 and 304(c), and all related activities (including the termination of the Copyrights set forth on Exhibit A attached to Exhibit D to this Agreement), under which Purchaser has requested that the widow and all of the children of Charles M. Schulz send notice of termination of certain copyright grants previously given to the Purchased Companies, or their successors-in-interest, and that such individuals re-grant such rights to the Purchased Companies following the Closing. The Copyright Termination and Re-Grant Process includes the Termination Notice and Re-Grant Agreement, their legal and financial impact on the Peanuts Business, and all activities related to their drafting, execution, use, effectiveness, and enforceability.

Current Assets” shall mean cash and cash equivalents, accounts receivable, prepaid expenses and deposits, but excluding any (i) deferred Tax assets, (ii) Aged Accounts Receivable (net of applicable reserves), (iii) Long-Term Receivables, including any current portion thereof, (iv) the portion of any prepaid expense or deposit of which Purchaser will not receive the benefit following Closing, (v) receivables from any of the Purchased Companies’ Affiliates, directors, employees, officers or equity holders, and any of their respective Affiliates, and (vi) the Pre-Closing Settled Amounts, in each case as determined with respect to the Businesses in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in preparing the Balance Sheet.

Current Liabilities” shall mean accounts payable, accrued Taxes, accrued expenses and current deferred revenue, but excluding any (i) deferred Tax liabilities, (ii) Long-Term Payables, including any current portion thereof, (iii) payables to any of the Purchased Companies’ Affiliates, directors, employees, officers or equity holders, and any of their respective Affiliates, and (iv) the Pre-Closing Settled Amounts, in each case as determined with respect to the Businesses in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in preparing the Balance Sheet.

Equity Interests” of any Person shall mean the shares, membership interests, partnership interests or other equity interests, as applicable, of such Person.

GAAP” shall mean generally accepted accounting principles of the United States of America consistently applied, as in effect from time to time.

Governmental Authorization” shall mean any approval, consent, license, permit, waiver or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Entity or pursuant to any Law or Order.

Governmental Entity” shall mean any United States or non-United States federal, national, state, territory, provincial or local court, arbitral tribunal, administrative agency or commission or other governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal), including any regulatory agency or authority, any securities exchange and any organization or body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 3 -


HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, 15 U.S.C. § 18a et seq., as amended, and the rules and regulations promulgated thereunder.

IBG Business” shall mean the business of the IBG Companies as currently conducted by the IBG Companies of engaging actors and/or script writers, as applicable, in connection with the “Peanuts” feature film released in 2015 or the production of other original content related to the Peanuts IP Assets.

Intellectual Property” shall mean any and all intellectual property rights, including rights in or with respect to (including remedies against infringement thereof and rights of protection of interest therein under the law of all jurisdictions) any and all of the following: (a) utility and design patents; (b) Trademarks, slogans, design rights (and design registrations) and brand names and other indicia of origin, whether registered or unregistered, and all associated goodwill; (c) Copyrights; (d) social network site handles; and (e) all registrations and applications for, and all extensions, renewals and reversions of, any of the foregoing.

IRS” shall mean the United States Internal Revenue Service.

Law” shall mean any statute, law, constitution, treaty, ordinance, policy, rule or regulation of any Governmental Entity, any common law principle or doctrine and all judicial interpretations thereof.

Liabilities” shall mean any and all indebtedness, liabilities and obligations of any nature, whether accrued or fixed, known or unknown, absolute or contingent, liquidated or unliquidated, matured or unmatured or determined or determinable.

License Agreements” shall mean all Contracts pursuant to which a Purchased Company licenses all or any part of the Peanuts IP Assets to another Person.

Licensed Peanuts Assets” shall mean all Intellectual Property that is used in the Businesses and that is licensed to any of the Purchased Companies or any of their Subsidiaries by any other Person.

Liens” shall mean any liens, security interests, claims, easements, mortgages, charges, pledges, indentures, deeds of trust, rights of way, encroachments or any other encumbrances and other restrictions or limitations on ownership or use of real or personal property (both tangible and intangible) or irregularities in title thereto, including any title retention device, conditional sale or other security arrangement or collateral assignment.

Long-Term Payables” shall mean amounts reflected as “Long Term Liability – ABC” on the Balance Sheet.

Long-Term Receivables” shall mean amounts owed to the Peanuts Business under the ABC Contract.

Material Adverse Effect” shall mean any change, effect, event, development, fact, condition, circumstance, or occurrence (each, an “Effect”) that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Businesses, taken as a whole, or on the ability of a Person to consummate or perform the Purchase in accordance with the terms of this Agreement, provided

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 4 -


that no Effect resulting from any of the following shall constitute a Material Adverse Effect or be considered in determining whether a Material Adverse Effect has occurred:

(a)    general economic or political conditions in the United States or in any other country or region in the world in which the Businesses are operated;

(b)    conditions or changes in the securities markets, credit markets, currency markets or other financial markets in the United States or any other country or region in the world in which the Businesses are operated, including (i) interest rates in the United States or any other country or region in the world in which the Businesses are operated, and exchange rates for the currencies of any such countries, and (ii) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market operating in the United States or any other country or region in the world in which the Businesses are operated;

(c)    any changes or prospective changes after the date hereof to applicable Laws or interpretations thereof by any Governmental Entity, or to any applicable accounting rules (or interpretations thereof);

(d)    the announcement of this Agreement and the transactions contemplated hereby or any communication by Purchaser of its plans or intentions with respect to the Businesses or any portion thereof;

(e)    the pendency or consummation of the transactions contemplated by this Agreement or any actions or inactions by Purchaser or Sellers or any of their respective Subsidiaries taken or omitted in accordance with this Agreement;

(f)    any natural or man-made disaster or any acts of terrorism, sabotage, military action or war (whether or not declared), or any escalation or worsening thereof in such countries or regions;

(g)    any action taken or not taken at the request, or with the written consent or waiver, of Purchaser; or

(h)    any matter disclosed in the Sellers Disclosure Letter or in the SEC Reports;

provided that with respect to clauses (a), (b), (c) and (f), to the extent that such Effects do not have a materially disproportionate impact on the Businesses, taken as a whole, relative to other companies in the industries in which the Businesses are operated.

Order” shall mean any award, judgment, order, injunction, decree, decision, subpoena, writ, permit or license of any Governmental Entity or any arbitrator.

Owned IP Assets” shall mean the Intellectual Property owned by the Purchased Companies.

Peanuts Business” shall mean the business of the Company, as currently conducted, of owning, exploiting, promoting, advertising and licensing the Peanuts IP Assets, but excludes the Charles M. Schulz Museum and properties and facilities on or around, and related to, the Charles M. Schulz Museum and Snoopy’s Gallery and Gift Shop (including snoopygift.com and snoopystore.com) located in Santa Rosa, California, and the Snoopy Museum located in Tokyo, Japan.

Peanuts IP Assets” shall mean all Intellectual Property primarily relating to the “PEANUTS” brand, and the characters, cartoons, comics, comic strips, drawings, artwork, graphics, animation, plots, storylines, dialogues, settings, themes and backgrounds associated with that brand, that is owned by any Purchased Company or any of its Subsidiaries, including any of the foregoing that are Owned IP Assets, together with the Licensed Peanuts Assets.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 5 -


Peanuts Operating Agreement” shall mean that certain Operating Agreement by and among Peanuts Holdings LLC, Beagle Scouts LLC, Icon NY Holdings LLC, Iconix and certain individuals listed on Schedule A thereto, dated as of June 3, 2010 (as amended).

Permits” shall mean all permits, approvals, licenses, authorizations, certificates, rights, exemptions and Orders from Governmental Entities.

Permitted Liens” shall mean (a) statutory Liens or other Liens arising in the ordinary course of business (including by operation of law) securing payments not yet due, including mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s Liens, (b) Liens for Taxes not yet due and payable or for current Taxes that may thereafter be paid without penalty and Liens for Taxes which are being contested in good faith and by appropriate proceedings, (c) Liens set forth in Section 1.1(b) of the Sellers Disclosure Letter, (d) all Material Contracts, (e) any other licenses granted in any Intellectual Property and any Lien or other restriction on use arising under the terms of any Contract concerning Intellectual Property to which any Purchased Company is a party, which do not, individually or in the aggregate, result in material costs or liabilities to the Businesses, taken as a whole, and all restrictions on the transfer or ownership of Intellectual Property arising as a matter of Law, (f) the Copyright Termination and Re-Grant Process, (g) all restrictions and encumbrances resulting from filing or recordation requirements concerning the transfer or ownership of Intellectual Property which do not materially impair or limit or have a Material Adverse Effect on the use of the subject Intellectual Property, and (h) Liens created by this Agreement or in connection with the transactions contemplated hereby, or by the actions of Purchaser or its Affiliates.

Person” shall mean and include any individual, company, partnership, limited partnership, limited liability partnership, joint venture, corporation, limited liability company, association, trust, unincorporated organization, proprietorship, group or Governmental Entity.

Post-Closing Period” shall mean all taxable years or other taxable periods that begin after the Closing Date and, with respect to any Straddle Period, the portion of such taxable year or period beginning after the Closing Date.

Pre-Closing Period” shall mean all taxable years or other taxable periods that end on or before the Closing Date and, with respect to any Straddle Period, the portion of such taxable year or period ending on or before the Closing Date.

Proceeding” shall mean any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Entity or arbitrator.

Purchased Companies” shall mean the IBG Companies, the Company and Peanuts Worldwide K.K., a corporation formed under the laws of Japan, and each individually, a “Purchased Company”.

Re-Grant Agreement” shall mean an Agreement for the re-grant of copyrights subject to the Termination Notice in the form attached hereto as Exhibit E.

Representatives” of any Person shall mean such Person’s directors, managers, officers, employees, members, agents, attorneys, consultants, advisors or other Persons acting on behalf of such Person.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 6 -


Returns” shall mean any and all returns, reports, forms (including elections, declarations, statements, claims for refund, schedules, information returns or attachments thereto) and any other documents filed or required to be filed with a Taxing Authority with respect to Taxes, including any amendments thereto.

SEC” shall mean the United States Securities and Exchange Commission.

SEC Reports” shall mean all forms, reports, statements, certifications and other documents (together with all exhibits, amendments and supplements thereto) containing financial information regarding the Company and filed or furnished by Iconix with the SEC on or after January 1, 2015 (and for the purposes of Section 4.14 only, January 1, 2014), to the extent such items are publicly available through the SEC’s Electronic Data Gathering, Analysis and Retrieval system prior to the date of this Agreement.

Straddle Period” shall mean any taxable year or other taxable period beginning before and ending on or after the Closing Date.

Strawberry Shortcake Transaction Agreement” shall mean that certain Membership Interest Purchase Agreement, dated as of the date hereof, by and between Iconix, IBG Seller and Purchaser (or an Affiliate of Purchaser) for the sale and purchase of Shortcake IP Holdings LLC.

Subsidiary” shall mean, with respect to any Person, (a) any corporation more than 50% of the stock of any class or classes of which having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is owned by such Person directly or indirectly through one or more subsidiaries of such Person and (b) any partnership, association, joint venture, limited liability company or other entity in which such Person directly or indirectly through one or more subsidiaries of such Person has more than a 50% Equity Interest.

Target Working Capital” shall mean an amount equal to [***]; provided that if Purchaser, DHX and/or their Affiliates fail to consummate an Equity Issuance prior to the Closing Date for the purpose of funding a portion of the Purchase Price, then Target Working Capital shall mean an amount equal to [***].

Tax” (or “Taxes”) shall mean (a) all taxes, assessments, charges, duties, fees, levies or other governmental charges imposed by a Taxing Authority, including all United States federal, state, territory, local, foreign and other income, franchise, profits, gross receipts, capital gains, capital stock, transfer, sales, use, value added, unclaimed property or escheat, occupation, property, excise, severance, windfall profits, stamp, license, payroll, social security, withholding, estimated and other taxes, assessments, charges, duties, fees, levies or other governmental charges imposed by any Taxing Authority of any kind whatsoever (whether payable directly or by withholding and whether or not requiring the filing of a Return), together with any penalties and interest and any additional amounts with respect thereto, (b) any liability for the payment of any amounts of the type described in clause (a) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period prior to the Closing, and (c) any liability for the payment of any amounts of the type described in clause (a) of this definition as a result of any express or implied obligation to indemnify any Person.

Tax Contest” shall mean any audit, hearing, proposed adjustment, arbitration, deficiency, assessment, suit, dispute, claim, proceeding or other litigation commenced, filed or otherwise initiated or convened to investigate or resolve the existence and extent of a liability for Taxes.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 7 -


Taxing Authority” shall mean any Governmental Entity responsible for or having jurisdiction over the assessment, determination, collection, administration or imposition of Taxes.

Termination Notice” shall mean a Notice of Termination of Grants of Transfer of Copyrights under 17 U.S.C. Sections 203 and 304(c) in the form attached hereto as Exhibit D.

The 1950 Agreement” shall mean that certain agreement dated June 14, 1950, between United Feature Syndicate, Inc. and Charles M. Schulz, as amended, and assigned by United Feature Syndicate, Inc. to Peanuts Worldwide LLC pursuant to that certain Contribution and Assignment Agreement, dated June 3, 2010, between United Feature Syndicate, Inc. and Peanuts Worldwide LLC.

The 1959 Agreement” shall mean that certain agreement dated October 1, 1959, between United Feature Syndicate, Inc. and Charles M. Schulz, as amended, and assigned by United Feature Syndicate, Inc. to Peanuts Worldwide LLC pursuant to that certain Contribution and Assignment Agreement, dated June 3, 2010, between United Feature Syndicate, Inc. and Peanuts Worldwide LLC.

The 1979 Agreement” shall mean that certain agreement dated September 1, 1979, among United Feature Syndicate, Inc., Charles M. Schulz, and the trustees of the Schulz Family Renewal Copyright Trust, as amended, and assigned by United Feature Syndicate, Inc. to Peanuts Worldwide LLC pursuant to that certain Contribution and Assignment Agreement, dated June 3, 2010, between United Feature Syndicate, Inc. and Peanuts Worldwide LLC.

Third Party” shall mean any Person other than Sellers, Purchaser or any of their respective Affiliates.

Trademarks” shall mean, throughout the world, all trademarks, service marks, logos, trade names, Internet domain name registrations, together with goodwill, registrations and applications relating to the foregoing, all extensions, renewals and reversion related thereto, common law trademarks and service marks and trade dress.

Working Capital Deficiency” shall mean the amount, if any, by which (a) the sum of the Closing Working Capital, as set forth on the Closing Date Statement, as modified as a result of the resolution of any disputed items determined pursuant to Section 3.2(b)(ii) plus the “Closing Working Capital” determined under the Strawberry Shortcake Transaction Agreement, is less than (b) the Estimated Working Capital.

Working Capital Excess” shall mean the amount, if any, by which (a) the sum of the Closing Working Capital, as set forth on the Closing Date Statement, as modified as a result of the resolution of any disputed items determined pursuant to Section 3.2(b)(ii) plus the “Closing Working Capital” determined under the Strawberry Shortcake Transaction Agreement, is greater than (b) the Estimated Working Capital.

1.2    Additional Defined Terms. In addition to the terms defined in Section 1.1, additional defined terms used herein shall have the respective meanings assigned thereto in the Sections indicated below.

 

Defined Term

  

Section

Accountants    3.2(b)(ii)
Agreement    Preamble
Allocation    3.5
Alternative Financing    6.11(b)
Alternative Financing Commitment Letter    6.11(b)
Applicable Parties    9.3
Balance Sheet Date    4.5(c)

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 8 -


Basket    8.5(b)
Beagle Scouts Letter Agreement Assignment    2.2(b)(viii)
Business Accounts Receivable    4.18
Business Employee    4.16(b)(i)
Cap    8.5(c)
Closing    2.2(a)
Closing Adjustment    3.2(a)(ii)
Closing Date    2.2(a)
Closing Date Statement    3.2(b)(i)
Company    Recitals
Damages    8.1
Debt Commitment Letter    5.4(b)
Debt Financing    5.4(b)
Debt Financing Documents    6.11(a)
Debt Financing Proceeds    5.4(b)
Debt Financing Source    5.4(b)
Designated Reps    8.4
DHX    Preamble
End Date    9.1(b)(ii)
Equity Issuance    6.11(a)
ERISA    4.16(a)
Extension Conditions    2.2(a)
Estimated Working Capital    3.2(a)(i)
Financial Statements    4.5(a)
Final Determination    8.7
Flow-Through Returns    6.7(b)(i)
Fundamental Reps    8.4
IBG Companies    Recitals
IBG Interests    Recitals
IBG Seller    Preamble
Iconix    Preamble
Interests Assignment    2.2(b)(i)
Joinder Agreement    2.2(b)(ix)
Knowledge of the Purchaser    1.5
Knowledge of the Sellers    1.5
Material Contract    4.11(a)
Misdirected Payment    6.15
Non-Flow-Through Returns    6.7(b)(ii)
Parent Joinder Agreement    2.2(b)(x)
Peanuts Interests    Recitals
Peanuts Seller    Preamble
Pre-Closing Settled Amounts    3.2(c)
Purchase    Recitals
Purchase Price    3.1
Purchaser    Preamble
Purchaser Disclosure Letter    Article V
Purchaser Indemnified Persons    8.1
Releasee    10.12
Releasor    10.12
Seller Indemnified Persons    8.3
Seller Software    4.13(j)

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 9 -


Seller Tax Matter    6.7(b)(iii)
Sellers    Preamble
Sellers Disclosure Letter    Article IV
Tax Ruling    4.12(h)
Transfer Taxes    6.7(a)
Transition Services Agreement    2.2(b)(vii)

1.3    Construction. In this Agreement, unless the context otherwise requires:

(a)    references to “writing” or comparable expressions include a reference to facsimile transmission or comparable means of communication (including electronic mail, provided that the sender complies with the provisions of Section 10.3);

(b)    the phrases “delivered” or “made available” shall mean that the information referred to has been physically or electronically delivered to the relevant parties (including, in the case of “made available” to Purchaser or its Representatives, material that has been posted, retained and thereby made available to Purchaser or its Representatives through any on-line “virtual data room” established by Sellers or any of their Representatives);

(c)    words expressed in the singular number shall include the plural and vice versa; words expressed in the masculine shall include the feminine and neuter gender and vice versa;

(d)    references to Articles, Sections, Sections of the Sellers Disclosure Letter, Sections of the Purchaser Disclosure Letter, Exhibits, the Preamble and Recitals are references to articles, sections, exhibits, the preamble and recitals of this Agreement, and the disclosure letters delivered with respect to this Agreement, and the descriptive headings of the several Articles and Sections of this Agreement, the Sellers Disclosure Letter and the Purchaser Disclosure Letter (as applicable) are inserted for convenience only, do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement;

(e)    references to “day” or “days” are to calendar days and whenever any action must be taken under this Agreement on or by a day that is not a Business Day, then that action may be validly taken on or by the next day that is a Business Day;

(f)    the words “hereof”, “herein”, “hereto” and “hereunder”, and words of similar import, shall refer to this Agreement as a whole and not to any provision of this Agreement;

(g)    this “Agreement” or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document as the same may have been, or may from time to time be, amended, varied, novated or supplemented;

(h)    “include”, “includes”, and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of similar import; and

(i)    references to “Dollars”, “dollars” or “$”, without more are to the lawful currency of United States of America.

1.4    Exhibits and the Disclosure Letters. The Exhibits, the Sellers Disclosure Letter and the Purchaser Disclosure Letter are incorporated into and form an integral part of this Agreement.

1.5    Knowledge. When any representation, warranty, covenant or agreement contained in this Agreement is expressly qualified by reference to the “Knowledge of the Sellers” or

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 10 -


words of similar import, it shall mean the actual knowledge of the individuals set forth in Section 1.5 of the Sellers Disclosure Letter, after reasonable inquiry. When any representation, warranty, covenant or agreement contained in this Agreement is expressly qualified by reference to the “Knowledge of the Purchaser” or words of similar import, it shall mean the actual knowledge of the individuals set forth in Section 1.5 of the Purchaser Disclosure Letter, after reasonable inquiry. For purposes of this Section 1.5, the “reasonable inquiry” of a designated individual need not include inquiries made to unaffiliated third parties.

ARTICLE II

SALE OF INTERESTS; CLOSING

2.1    Sale of Interests. On the terms and subject to the conditions of this Agreement, Purchaser agrees to purchase from Sellers, and Sellers agree to sell, convey, transfer, assign and deliver to Purchaser, at the Closing, Sellers’ right, title and interest to the Peanuts Interests and IBG Interests (as applicable), free and clear of any Liens (except for restrictions arising under applicable federal, state or foreign securities Laws and, in the case of the Peanuts Interests, for restrictions on transfer set forth in the Peanuts Operating Agreement).

2.2    Closing; Closing Deliverables.

(a)    Subject to the satisfaction or waiver of all of the conditions set forth in Article VII, the closing of the Purchase (the “Closing”) shall take place at the offices of White & Case LLP, 1221 Avenue of the Americas, New York, New York, 10020-1095, as soon as practicable, but in any event not later than two (2) Business Days after the last of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time, date or place as the parties hereto shall agree in writing. Such date is herein referred to as the “Closing Date”. If, however, (x) the conditions set forth in Article VII have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) and (y) Purchaser has been using its commercially reasonable best efforts to consummate the Purchase and the Debt Financing, and (z) notwithstanding such efforts, Purchaser has not been able to consummate the Debt Financing prior to the Closing Date (subsections (x), (y), and (z), collectively, the “Extension Conditions”), then by no later than one (1) Business Day after the last of the conditions set forth in Article VII is satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), Purchaser may request that the Closing Date be adjourned to a date no later than July 7, 2017, in which case the Closing Date shall be amended accordingly to be such date or such other time, date or place as the parties hereto shall agree in writing (it being understood that under no circumstances shall the Closing occur later than July 7, 2017 if the conditions set forth in Article VII have been satisfied or waived at any time prior to July 7, 2017). Notwithstanding any provision to the contrary contained herein, if Purchaser adjourns the original Closing Date in accordance with the terms hereof, any failure of any of the conditions to Closing set forth in Section 7.2(b) to no longer be satisfied at any time on or after the original Closing Date shall not entitle Purchaser to fail to close on or prior to the amended Closing Date (it being understood that Purchaser shall be required to close on or prior to the amended Closing Date as if the failure of any such conditions to Closing had not occurred).

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 11 -


(b)    At the Closing, Sellers shall deliver or cause to be delivered to Purchaser:

(i)    a duly executed assignment and assumption agreement transferring all right, title and interest in and to the Peanuts Interests and IBG Interests to Purchaser, in the form attached hereto as Exhibit I (“Interests Assignment”);

(ii)    written releases, in form and substance reasonably satisfactory to Purchaser, evidencing the release of all Liens with respect to the Peanuts Interests and the IBG Interests;

(iii)    confirmation, in form and substance reasonably satisfactory to Purchaser, evidencing the satisfaction of the Pre-Closing Settled Amounts;

(iv)    a certificate signed by an authorized officer of the applicable Seller, dated as of the Closing Date, confirming the matters set forth in Sections 7.2(a) and 7.2(b);

(v)    a certificate of the Secretary or an Assistant Secretary (or of another Person responsible for the duties typically performed by a Secretary) of each Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the members, managers or other governing body of such Seller, authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that such resolutions are in full force and effect;

(vi)    a release, duly executed by each Seller, in the form attached hereto as Exhibit A;

(vii)    a duly executed transition services agreement (the “Transition Services Agreement”), in the form attached hereto as Exhibit B;

(viii)    a duly executed assignment and assumption agreement (the “Beagle Scouts Letter Agreement Assignment”) for the assignment of the Beagle Scouts Letter Agreement to Purchaser, in the form attached hereto as Exhibit F;

(ix)    a duly executed joinder for Peanuts Holdings LLC (“Joinder Agreement”), in the form attached hereto as Exhibit G;

(x)     a duly executed parent joinder for Peanuts Holdings LLC (“Parent Joinder Agreement”), in the form attached hereto as Exhibit H;

(xi)    a non-foreign person affidavit from each Seller, dated as of the Closing Date, pursuant to Section 1445 of the Code provided that the failure to deliver such non-foreign person affidavit shall not be a condition to Closing under Section 7.2 of this Agreement and Purchaser’s sole remedy in the event a Seller fails to deliver such affidavit shall be to make a proper withholding of Tax to the extent required by Section 1445 of the Code; and

(xii)    resignations of each of the members of the board of directors or equivalent governing body, and each of the officers of the Purchased Companies.

(c)    At the Closing, Purchaser shall deliver or cause to be delivered to the applicable Seller:

(i)    the Purchase Price, pursuant to Section 3.1;

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 12 -


(ii)    a duly executed counterpart signature page to the Transition Services Agreement;

(iii)    a duly executed counterpart signature page to the Beagle Scouts Letter Agreement Assignment;

(iv)    a duly executed counterpart signature page to the Joinder Agreement;

(v)    a duly executed counterpart signature page to the Parent Joinder Agreement;

(vi)    a certificate signed by an authorized officer of Purchaser, dated as of the Closing Date, confirming the matters set forth in Sections 7.3(a) and 7.3(b); and

(vii)    a duly executed counterpart signature page to the Interests Assignment.

ARTICLE III

PURCHASE PRICE

3.1    Purchase Price; Delivery of Funds. At the Closing, in full consideration for the sale and transfer by Sellers of the Peanuts Interests and IBG Interests, Purchaser shall pay to Sellers an amount equal to (a) the Base Purchase Price; (b) plus or minus any Closing Adjustment as defined in and determined in accordance with Section 3.2(a) (such amounts referred to in clauses (a) and (b) of this Section 3.1, as adjusted for any Working Capital Excess or Working Capital Deficiency, as the case may be, in each case as defined in and determined in accordance with Section 3.2(b), the “Purchase Price”). The Purchase Price shall be allocated between each Seller as set forth on Exhibit C, and shall be made by wire transfer of immediately available funds to one or more accounts that have been designated by Sellers in writing to Purchaser at least two (2) Business Days prior to the Closing.

3.2    Working Capital Adjustment.

(a)    Closing Adjustment.

(i)    Peanuts Seller shall prepare and deliver to Purchaser, at least five (5) Business Days prior to the Closing Date, a written notice setting forth Peanuts Seller’s good faith estimate of the Closing Working Capital (the “Estimated Working Capital”), which notice shall contain an estimated balance sheet of the Peanuts Business as of the Closing Date (without giving effect to the transactions contemplated herein) and a calculation of the Estimated Working Capital. The calculation of the Estimated Working Capital shall be prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies, procedures, classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements for the most recent fiscal year end and calculated in the manner set forth in the template attached hereto as Exhibit J.

(ii)    The Base Purchase Price shall be adjusted at Closing by an amount equal to (A) the sum of the Estimated Working Capital plus the Estimated Working Capital determined under the Strawberry Shortcake Transaction Agreement minus (B) the Target Working Capital (the “Closing Adjustment”). If the Closing Adjustment is a positive number, the Purchase Price shall be increased by the amount of the Closing Adjustment. If the Closing Adjustment is a negative number, the Purchase Price shall be reduced by the amount by which the Target Working Capital exceeds the Estimated Working Capital.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 13 -


(b)    Post-Closing Adjustment.

(i)    Purchaser shall prepare and deliver to Peanuts Seller within ninety (90) calendar days following the Closing Date a statement setting forth its calculation of the Closing Working Capital, which statement shall contain a balance sheet of the Peanuts Business as of the Closing Date (without giving effect to the transactions contemplated herein) and a calculation of the Closing Working Capital (the “Closing Date Statement”). The Closing Date Statement shall be prepared using the same accounting methods, practices, principles, policies, procedures, classifications, judgments and valuation and estimation methodologies that were used to calculate the Estimated Working Capital and calculated in the manner set forth in the template attached hereto as Exhibit J.

(ii)    If Peanuts Seller does not notify Purchaser in writing within forty-five (45) calendar days after Peanuts Seller’s receipt of the Closing Date Statement that it disputes any of the information or calculations provided to Peanuts Seller in the Closing Date Statement, the Closing Date Statement shall be final and conclusive. If Peanuts Seller disagrees with any of the information or calculations provided by Purchaser in the Closing Date Statement, Peanuts Seller may, within forty-five (45) calendar days after delivery of such statement to it, deliver a written notice to Purchaser stating the existence and nature of such disagreement. Any such notice of disagreement shall specify those items or amounts as to which Peanuts Seller disagrees. If such notice of disagreement is delivered, the parties shall use their reasonable best efforts to reach agreement on the disputed items or amounts within ten (10) Business Days after Purchaser’s receipt of such notice. If the parties are unable to reach agreement on the disputed items within such period, then the issues in dispute will be submitted to a mutually agreed firm of nationally recognized independent certified public accountants (the “Accountants”) for review and resolution, with instructions to complete the review as promptly as practicable. Each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its Affiliates (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants. The parties shall instruct the Accountants that their determination shall not result in a Closing Adjustment in an amount higher than the Closing Adjustment proposed by Peanuts Seller or an amount lower than the Closing Adjustment proposed by Purchaser. The resolution of the Accountants in accordance with the provisions of this Section 3.2 shall be conclusive and binding on the parties. Peanuts Seller and Purchaser shall each pay one-half of the fees and expenses charged by the Accountants.

(iii)    If there is a Working Capital Deficiency (as determined pursuant to Section 3.2(b)(ii)), on a net basis after taking into account the Closing Working Capital determined under the Strawberry Shortcake Transaction Agreement, Peanuts Seller shall pay to Purchaser, by wire transfer of immediately available funds to an account designated by Purchaser, the amount of such Working Capital Deficiency within five (5) Business Days after the final determination of the Closing Working Capital made in accordance with Section 3.2(b)(ii). If there is a Working Capital Excess (as determined pursuant to Section 3.2(b)(ii)), on a net basis after taking into account the Closing Working Capital determined under the Strawberry Shortcake Transaction Agreement, Purchaser shall pay to Peanuts Seller by wire transfer of immediately available funds to an account designated by Peanuts Seller, the amount of such Working Capital Excess within five (5) Business Days after the final determination of the Closing Working Capital made in accordance with Section 3.2(b)(ii).

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 14 -


(c)    Satisfaction of Certain Amounts as of Closing. Effective as of immediately prior to the close of business on the Closing Date, Sellers shall satisfy or cause to be satisfied in full all of the following amounts reflected (or required to be reflected) on the Balance Sheet: (i) intercompany balances, (ii) amounts recorded as [***] (iii) amounts owing under the Peanuts Operating Agreement or any other Contract among Sellers or its Affiliates, on the one hand, and any Person affiliated with Charles M. Schulz or his successors, heirs or other representatives, on the other hand, for periods prior to Closing and (iv) long-term indebtedness (excluding Long-Term Payables) (collectively, the “Pre-Closing Settled Amounts”).

(d)    Adjustments for Tax Purposes. Any payments made pursuant to this Section 3.2 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

3.3    DHX Parent Guaranty. DHX is the ultimate parent company with respect to Purchaser and has significant interest in ensuring that it and Purchaser receive the benefit of the terms of this Agreement. As an inducement to Sellers to enter into this Agreement, DHX has agreed to guarantee, and does hereby absolutely and unconditionally guarantee, the full and prompt performance of all obligations of Purchaser pursuant to Sections 3.1, 3.2, 5.4, 6.11, 6.13, 6.15, 8.3 and 10.10 of this Agreement and the Transition Services Agreement. Notwithstanding any provision to the contrary contained herein, under no circumstances shall the maximum amount payable by DHX hereunder exceed the amount of the Purchaser’s liability under this Agreement, which for the avoidance of doubt includes full payment of the Purchase Price, any Working Capital Excess and any fees and costs payable under the Transition Services Agreement.

3.4    Iconix Parent Guaranty. Iconix is the ultimate parent company with respect to each Seller and has significant interest in ensuring that it and each Seller receives the benefit of the terms of this Agreement. As an inducement to Purchaser to enter into this Agreement, Iconix has agreed to guarantee, and does hereby absolutely and unconditionally guarantee, the full and prompt performance of all payment obligations of Sellers pursuant to Sections 3.2, 8.1 and 8.2 of this Agreement. This is a guaranty of payment only, and not of performance of non-payment obligations. Notwithstanding any provision to the contrary contained herein, under no circumstances shall the maximum amount payable by Iconix hereunder exceed the amount of the Sellers’ liability under this Agreement.

3.5    Purchase Price Allocation. The Purchase Price shall be allocated for U.S. federal income tax purposes (and any similar provision of state, local, or foreign Law) among the assets of the Purchased Companies in sufficient detail so as to permit Sellers to determine whether and to what extent Section 751 of the Code applies to the Purchase and to enable Purchaser to determine any basis adjustments pursuant to Section 743 of the Code resulting from the Purchase. Purchaser shall prepare and deliver to Sellers the initial draft of the allocation within ten (10) Business Days following the Closing Date (the “Allocation”). If within thirty (30) days of receipt of the Allocation, any Seller notifies Purchaser that it objects to one or more items reflected on the Allocation, Sellers and Purchaser shall negotiate in good faith to resolve such dispute.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLERS

Except as set forth in the disclosure letter delivered by Sellers to Purchaser (the “Sellers Disclosure Letter”) concurrently with the execution of this Agreement (it being agreed that any matter disclosed pursuant to any section of the Sellers Disclosure Letter shall be deemed disclosed for purposes

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 15 -


of any other section of the Sellers Disclosure Letter to the extent the applicability of the disclosure to such other section is reasonably apparent on the face of such disclosure), and except for the Copyright Termination and Re-Grant Process and the effect of such process on the Copyrights subject thereto (for which no representations or warranties are made and for which Iconix and Sellers shall have no responsibility or liability hereunder or otherwise), each Seller hereby represents and warrants, with respect to itself, to Purchaser as follows:

4.1    Due Organization, Good Standing. Each Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation.

4.2    Authorization; Noncontravention.

(a)    Each Seller has the requisite limited liability company power and authority, and has taken all limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and all other instruments and agreements to be delivered by such Seller as contemplated hereby, the consummation by each Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by all necessary limited liability company, member or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by each Seller as contemplated hereby will be, duly executed and delivered by each Seller. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser and each other Person (other than Sellers) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller enforceable against such Person in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law).

(b)    The execution and delivery of this Agreement and all other instruments and agreements to be delivered by each Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not (i) conflict with any of the provisions of the certificate of incorporation or bylaws or similar governance documents of each Seller or the Purchased Companies, in each case as amended to the date of this Agreement, (ii) subject to receipt of the consents, approvals, authorizations, declarations, filings and notices set forth in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Material Contract or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 4.2(b) and Section 4.6 of the Sellers Disclosure Letter, contravene any Law or any Order applicable to any Seller or the Purchased Companies, except, in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

4.3    Title to Peanuts Interests and IBG Interests. Except as set forth in Section 4.3 of the Sellers Disclosure Letter, Peanuts Seller has good and valid title to the Peanuts Interests and IBG Seller has good and valid title to the IBG Interests, in each case, free and clear of all Liens (except for restrictions arising under applicable federal, state or foreign securities Laws and, in the case of the Peanuts Interests, for restrictions on transfer set forth in the Peanuts Operating Agreement).

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 16 -


4.4    Purchased Companies; Capitalization.

(a)    Each of the Purchased Companies is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware (or, in the case of Peanuts Worldwide K.K., a corporation duly formed, validly existing and in good standing (or the equivalent thereof) under the Laws of Japan) and has all requisite limited liability company or other requisite power and authority to own, lease and operate such Purchased Company’s properties and assets and to carry on such Purchased Company’s business as now being conducted. Each of the Purchased Companies is duly qualified or licensed to do business and is in good standing (or the equivalent thereof) in each jurisdiction in which the character or location of the properties owned, leased or operated by such Purchased Company or the nature of the business conducted by such Purchased Company makes such qualification necessary, except such jurisdictions where the failure to be so qualified or licensed and in good standing does not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as set forth in Section 4.4(a) of the Sellers Disclosure Letter, the Purchased Companies do not own, directly or indirectly, any capital stock or other equity, ownership, proprietary or voting interest in any Person.

(b)    The issued and outstanding Equity Interests of each of the Purchased Companies (including the holders thereof) is set forth in Section 4.4(b) of the Sellers Disclosure Letter. All of the Peanuts Interests and IBG Interests have been duly authorized and validly issued and, to the extent such concepts are applicable thereto, are fully paid and nonassessable, and are not subject to, and were not issued in violation of, any preemptive or similar rights. There are no outstanding options, warrants or other rights to purchase, or any authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of or other Equity Interests or voting securities in, any Purchased Company. No Purchased Company has any authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the equity holders of any Purchased Company on any matter. There are no irrevocable proxies and no voting agreements with respect to any capital stock of, or other Equity Interests or voting securities in, any Purchased Company.

4.5    Financial Statements; Undisclosed Liabilities.

(a)    The unaudited proforma consolidated balance sheet of the Businesses as of December 31, 2014 and December 31, 2015, and the related unaudited proforma consolidated statements of earnings for the two years ended December 31, 2015, and the Balance Sheet, and the related unaudited proforma consolidated statements of earnings for the 12 months then ended, are set forth in Section 4.5(a) of the Sellers Disclosure Letter (collectively, the “Financial Statements”).

(b)    The Financial Statements have been prepared from books and records maintained by Sellers in accordance with GAAP. The Financial Statements fairly present, in all material respects, the consolidated financial position of the Businesses, taken as whole, at the applicable balance sheet dates indicated, and the results of operations of the Businesses, taken as a whole, for the applicable periods then ended.

(c)    Except (i) as set forth in Section 4.5(c) of the Sellers Disclosure Letter, (ii) for liabilities not material in amount or reflected or reserved against in the Financial Statements, (iii) for liabilities (including accounts payable and accrued expenses) incurred in the ordinary course of business since December 31, 2016 (the “Balance Sheet Date”) or included in Closing Working Capital, and (iv) for executory Liabilities arising under any Material Contract (other than as a result of a breach thereof), none of the Purchased Companies is subject to any liabilities of any nature (whether known or unknown and whether absolute, accrued, contingent or otherwise).

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 17 -


4.6    Consents and Approvals. Assuming all required Antitrust Filings are made and any waiting periods thereunder have been terminated or expired and any consents required thereunder have been obtained, except as set forth in Section 4.6 of the Sellers Disclosure Letter, no consent of or filing with any Governmental Entity must be obtained or made by any Seller in connection with the execution and delivery of this Agreement by any such Seller or the consummation by any Seller of the transactions contemplated by this Agreement, except for any consents, approvals, authorizations or filings which have been obtained or made or, if not made or obtained, have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and would not prevent, materially alter or delay any of the transactions contemplated by this Agreement.

4.7    Title to Non-IP Assets. Except as set forth in Section 4.7 of the Sellers Disclosure Schedule, (a) the Purchased Companies, collectively, have good and valid title to, and/or a valid right to use, all of the assets of the Peanuts Business reflected in the Financial Statements or acquired after the Balance Sheet Date, other than the Peanuts IP Assets and assets sold or disposed of in the ordinary course of business since the Balance Sheet Date, and (b) no Affiliate of Sellers, other than the Purchased Companies, owns any Peanuts IP Assets.

4.8    Intentionally Omitted.

4.9    Litigation and Other Proceedings; Orders. (a) Except (x) as set forth in Section 4.9 of the Sellers Disclosure Letter or (y) as disclosed in the SEC Reports, and except with respect to any Proceedings related to intellectual property rights (addressed in Section 4.13 below), there is no Proceeding pending or, to the Knowledge of the Sellers, threatened:

(i)    that has been commenced by or against any Purchased Company which would, individually or in the aggregate, reasonably be expected to result in material costs or liabilities to the Businesses, taken as a whole; or

(ii)    against any Purchased Company or any Seller that challenges, or would reasonably be expected to prevent, materially delay, make illegal or otherwise materially interfere with, the Purchase.

(b)    Except (x) as set forth in Section 4.9 of the Sellers Disclosure Letter, (y) as disclosed in the SEC Reports, and except with respect to any Proceedings related to intellectual property rights (addressed in Section 4.13 below), there is no Proceeding pending or, to the Knowledge of the Sellers, threatened against, or any contingent liability with respect to, any officer, director, member, manager or employee (in which Proceeding involving an employee, one of the Purchased Companies is also a party) of any Purchased Company, or any of their respective successors or assigns, that would give rise to any right to indemnification by such Purchased Company which would, individually or in the aggregate, reasonably be expected to result in material costs or liabilities to the Businesses, taken as a whole.

(c)    Except (x) as set forth in Section 4.9 of the Sellers Disclosure Letter, or (y) as has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and except with respect to any Proceedings related to intellectual property rights (addressed in Section 4.13 below):

(i)    There is no Order to which any Purchased Company is subject; and

(ii)    No Seller is subject to any Order that relates to the Businesses.

4.10    Absence of Certain Changes and Events. Except as set forth in Section 4.10 of the Sellers Disclosure Letter or as contemplated by this Agreement, since the Balance Sheet Date, each

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 18 -


Seller and the Purchased Companies have conducted the Businesses only in the ordinary course and there has not or have not been any:

(a)    liabilities (whether absolute, accrued or contingent and whether due or to become due) incurred by or with respect to the Businesses, except (i) as disclosed in Section 4.5(c) of the Sellers Disclosure Letter, (ii) executory Liabilities arising under any Material Contract entered into since the Balance Sheet Date (other than as a result of a breach thereof), (iii) as incurred in the ordinary course of business, or (iv) for liabilities not material in amount or reflected or reserved against in the Financial Statements;

(b)    damage to or destruction or loss of any material asset or material property owned or used by the Businesses, whether or not covered by insurance, other than in the ordinary course of business;

(c)    (i) termination prior to the expiration of its term, or receipt of written notice of termination prior to the expiration of its term, of any Material Contract, where such termination would reasonably be expected to result in material costs or liabilities to the Businesses, taken as a whole, or (ii) entry into, amendment or modification of or settlement or waiver of any rights under any Material Contract, other than in the ordinary course of business;

(d)    sale, assignment, exclusive license or transfer of any Owned IP Assets with a value to the Businesses in excess of [***];

(e)    (i) sale, lease or other disposition of any tangible property owned by or used in the conduct of the Businesses, or (ii) the imposition of any Lien, on any asset or property of the Businesses and owned by a Purchased Company, including the Owned IP Assets, except, in each case of (i) and (ii), for any such sale, lease, other disposition or Lien as has not had or would not, individually or in the aggregate, reasonably be expected to result in material costs or liabilities to the Businesses, taken as a whole;

(f)    cancellation, settlement or waiver of any claims or rights with a value to the Businesses in excess of [***];

(g)    material change in the accounting methods used by any Seller or Purchased Company in operating the Businesses or any material Tax election;

(h)    material increase by any Seller or Purchased Company of any salary or other compensation to any Business Employee (except in the ordinary course of business consistent with past practice) or entry into, or modification or amendment of, any employment, severance or similar Contract with any Business Employee;

(i)    adoption of, or material increase in the benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement or other employee benefit plan for or with any Business Employee;

(j)    (i) acceleration of the collection of receivables or other amounts due from Third Parties or (ii) delay of the payment of any payables or other amounts owed to Third Parties, other than in the ordinary course of business consistent with past practice; or

(k)    agreement by any Seller or Purchased Company to do any of the foregoing.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 19 -


4.11    Material Contracts.

(a)    Section 4.11(a) of the Sellers Disclosure Letter contains a complete and accurate list, as of the date hereof, of the following Contracts (each Contract required to be set forth in Section 4.11(a) of the Sellers Disclosure Letter, a “Material Contract”) to which any of the Purchased Companies is a party:

(i)    each License Agreement providing for guaranteed payments by the licensee in excess of [***] in any of calendar years 2015 through 2017;

(ii)    each agent or similar agreement under which a Third Party has been granted the right to solicit License Agreements or syndication agreements for the Businesses;

(iii)    each license agreement, including any software license agreements, under which any Purchased Company is a licensee (other than “off-the-shelf” or other non-customized software or subscriptions generally commercially available for a license fee of no more than [***] per year);

(iv)    each Contract (other than License Agreements) providing for the sale, lease or other disposition at any time after the date hereof of tangible assets of the Businesses with a value in excess of [***];

(v)    each Contract relating to the Businesses that requires the expenditure of more than [***] by any Purchased Company in the aggregate after the date hereof;

(vi)    each written guaranty or other similar undertaking with respect to contractual performance granted by any Purchased Company or otherwise binding on the Businesses;

(vii)    each Contract granting a Third Party an exclusive license to rights in the Peanuts IP Assets, other than immaterial licenses; and

(viii)    each amendment, supplement or modification in respect of any of the foregoing.

(b)    Except as set forth in Section 4.11(b) of the Sellers Disclosure Letter and except for those Contracts that will, after the date hereof but prior to Closing, expire in accordance with their terms, each Material Contract is in full force and effect and is valid and enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to creditors’ rights generally or by equitable principles or by any other laws of general application.

(c)    Except as set forth in Section 4.11(c) of the Sellers Disclosure Letter:

(i)    to the Knowledge of the Sellers, each Seller and Purchased Company is in compliance, in all material respects, with the terms and requirements of each Material Contract;

(ii)    to the Knowledge of the Sellers, no event has occurred or circumstance exists that (with or without notice or lapse of time) does or would reasonably be expected to contravene, conflict with, or result in a violation or breach of, or gives or would give any other Person the right to declare a default under, or to accelerate the maturity or performance of, any Material Contract;

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 20 -


(iii)    neither any Seller nor any Purchased Company has received from any Person, at any time since January 1, 2015, any written notice or other communication regarding any actual, alleged, possible or potential violation or breach of, or default under, any Material Contract that would be reasonably expected to result in material costs or liabilities to any Purchased Company;

(iv)    to the Knowledge of the Sellers, no party to any Material Contract in effect on the date hereof has given to any Purchased Company, and no Purchased Company has given, written notice of its intention to cancel, terminate or fail to renew any Material Contract; and

(v)    there are no renegotiations of, or attempts to renegotiate or outstanding rights to renegotiate, any material amounts paid or payable to any Purchased Company under any current or completed Material Contract in effect on the date hereof with any Person having the contractual or statutory right to demand or require such renegotiation, and no such Person has made any written demand for such renegotiation.

(d)    No Purchased Company has entered into any Material Contract with respect to which the performance thereunder by any of them, acting alone or in connection with any other Person, or the payment or promise of any consideration thereunder, would violate any Law or Order.

4.12    Tax Matters. Except as set forth in Section 4.12 of the Sellers Disclosure Letter, or, in the case of subsections (b) to (i) below, as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect:

(a)    Each Purchased Company and any Subsidiary of a Purchased Company (other than a Subsidiary of a Purchased Company that has been formed or organized under the laws of a Governmental Entity that is other than the District of Columbia or one of the states of the United States) has been classified either as a partnership or disregarded as an entity separate from its owner for United States federal income tax purposes since the date of formation or organization of each Purchased Company.

(b)    The Purchased Companies have filed all material Returns required to have been filed, which Returns are true, correct, and complete in all material respects and all such Returns disclose all Taxes required to be paid for the periods covered thereby. All Taxes due and owing by the Purchased Companies (whether or not shown on any Tax Return) have been paid. There are no Liens for Taxes (other than Permitted Liens) upon any of the assets of the Purchased Companies. The Purchased Companies have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other Third Party. No claim has been made by a Governmental Entity in a jurisdiction where a Purchased Company does not file Returns that such Purchased Company is or may be subject to taxation by that jurisdiction.

(c)    The unpaid Taxes of the Purchased Companies (i) did not, as of the Balance Sheet Date, exceed the amount of Tax liability (but not including any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Financial Statements (rather than in any notes thereto) and (ii) will not exceed that amount as adjusted for the passage of time through the Closing Date and in connection with the consummation of the transactions contemplated hereunder, as determined in accordance with the past custom and practice of each of the Purchased Companies in filing their Returns.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 21 -


(d)    With respect to the Purchased Companies for taxable periods ended on or after December 31, 2012, no Tax Returns have been audited or currently are the subject of audit. There is no dispute or claim concerning any Tax liability of the Purchased Companies claimed or raised in writing by any Governmental Entity. None of the Purchased Companies has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, except with respect to any waivers or extensions that have expired.

(e)    None of the Purchased Companies has been a United States real property holding corporation within the meaning of IRC §897(c)(2) during the applicable period specified in IRC §897(c)(1)(A)(ii). None of the Purchased Companies (i) has been a member of an affiliated group filing a consolidated federal income Tax Return (other than as a member of an affiliated group filing a consolidated federal income Tax Return, the common parent of which is Iconix); (ii) has any liability for the Taxes of any other Person as a transferee or successor, by contract or otherwise, including liability in accordance with the provisions set forth in Treasury Regulation Section 1.1502-6 (or any corresponding provision of state, local, or foreign Tax law); or (iii) is a party to any Tax sharing, Tax allocation or other agreement pursuant to which it has liability for Taxes of another Person (other than an agreement the principal subject matter of which is not Taxes).

(f)    None of the Purchased Companies will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any:

(i)    change in method of accounting for a taxable period ending on or prior to the Closing Date;

(ii)    “closing agreement” as described in IRC §7121 (or any corresponding or similar provision of state, local or non-U.S. income Tax law) executed on or prior to the Closing Date;

(iii)    installment sale or open transaction disposition made on or prior to the Closing Date; or

(iv)    prepaid amount received on or prior to the Closing Date.

(g)    None of the Purchased Companies has distributed stock of another corporation or has had its stock distributed by another corporation, in a transaction that was purported or intended to be governed in whole or in part by IRC §355 or IRC §361.

(h)    Sellers have made available to Purchaser prior to the date hereof true, correct and complete copies of all material Returns and examination reports and all statements of deficiencies relating to Taxes of the Purchased Companies for taxable periods ending on or after December 31, 2012. No Purchased Company has received any Tax Ruling that would have a continuing effect after the Closing Date. For purposes of the preceding sentence, the term “Tax Ruling” shall mean written rulings of a Governmental Entity relating to Taxes. No power of attorney currently in force has been granted by the Purchased Companies concerning any Tax matter.

(i)    None of the Purchased Companies is or has been a party to any “listed transaction,” as defined in IRC §6707A(c)(2) and Reg. §1.6011-4(b)(2).

(j)    The representations and warranties in this Section 4.12 are the sole and exclusive representations and warranties of Sellers concerning Tax matters of the Purchased Companies. Notwithstanding any provision in this Agreement to the contrary, Sellers make no representation as to the amount of, or limitations on, any net operating losses, tax credits or other tax attributes that the Purchased Companies may have.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 22 -


4.13    Intellectual Property.

(a)    Section 4.13(a) of the Sellers Disclosure Letter sets forth an accurate and complete list of all registered Trademarks owned by any Purchased Company, and all pending applications that have been filed by any Purchased Company for the registration of Trademarks. With respect to such registered Trademarks (i) all registration, maintenance and renewal fees required by applicable Law to be paid prior to the date hereof have been paid, and (ii) all documents and certificates required by Law to be filed prior to the date hereof have been filed with the relevant trademark authorities for the purpose of maintaining such registered Trademarks. All registration agreements with respect to material Internet domain names that are included within the Owned IP Assets are in full force and effect.

(b)    Section 4.13(b) of the Sellers Disclosure Letter lists the registration numbers of all U.S. copyright registrations and renewals for the Owned IP Assets, including numbers of U.S. copyright registrations obtained for any animated television program or documentary included in the Owned IP Assets.

(c)    Except as set forth in Section 4.13(c) of the Sellers Disclosure Letter, and subject to Permitted Liens, the provisions of applicable Laws and Orders and the terms of The 1950 Agreement, The 1959 Agreement and The 1979 Agreement, (i) the Purchased Companies (A) own and possess all right, title and interest in and to the Owned IP Assets, and, (B) possess the right to use, pursuant to a license, sublicense or other legal rights, the Licensed Peanuts Assets, and (ii) the registered or issued Owned IP Assets are valid, subsisting, enforceable and in full force and effect. To the Knowledge of the Sellers, the current use by the Purchased Companies in the Businesses of the Peanuts IP Assets does not violate, infringe, or breach, and since January 1, 2014 has not violated, infringed, or breached, any Intellectual Property right of any Third Party.

(d)    Except as set forth in Section 4.13(d) of the Sellers Disclosure Letter, since January 1, 2013, no written claims have been received by any Purchased Company and, to the Knowledge of the Sellers, no verbal claims have been received, from any other Person to the effect that such Purchased Company’s use of the Peanuts IP Assets infringes, violates or breaches any Intellectual Property right, of such other Person, except for infringements, violations or breaches which, if proved, would not, individually or in the aggregate, reasonably be expected to result in material costs or liabilities to the Businesses, taken as a whole.

(e)    The Purchased Companies have taken commercially reasonable measures consistent with reasonable industry practice to enforce their respective Intellectual Property rights in and to the Peanuts IP Assets, and to the Knowledge of the Sellers, there is no infringement or violation of any of the Owned IP Assets by a Third Party which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(f)    Except as set forth in Section 4.13(f) of the Sellers Disclosure Letter, no Orders to which any Purchased Company is a party limit or restrict any Purchased Company’s use of the Peanuts IP Assets in the Businesses, except for Orders which, individually or in the aggregate, would not reasonably be expected to result in material costs or liabilities to, or have a Material Adverse Effect.

(g)    Except as set forth in Section 4.13(g) of the Sellers Disclosure Letter, the consummation of the Purchase will not (i) result in the loss or impairment of any rights to use any of the Peanuts IP Assets that any Purchased Company had in any of such Peanuts IP Assets immediately prior to the Closing Date or (ii) obligate Purchaser to pay any royalties or other amounts to any other Person in excess of the amounts that would have been payable by the Purchased Companies for the same use absent the consummation of the Purchase, except where such loss or impairment (in the case of clause (i)) or obligation to pay any royalties or other amounts (in the case of clause (ii)), would not, individually or in the aggregate, reasonably be expected to result in material costs or liabilities to, or have a Material Adverse Effect.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 23 -


(h)    The Owned IP Assets are free and clear of all Liens, except (i) as provided under applicable Law, (ii) The 1950 Agreement, The 1959 Agreement or The 1979 Agreement, (iii) as set forth on Section 4.13(h) of the Sellers Disclosure Letter, (iv) Liens that do not interfere with the use or detract from the value of such Owned IP Assets, or (v) Permitted Liens.

(i)    Section 4.13(i) of the Sellers Disclosure Letter lists all of the characters associated with the “PEANUTS” brand.

(j)    Section 4.13(j) of the Sellers Disclosure Letter sets forth a complete and accurate list of all material software owned by any Purchased Company and used by such Purchased Company in the Businesses (“Seller Software”). Subject to provisions of applicable Law and except as set forth on Section 4.13(j) of the Sellers Disclosure Letter, the Purchased Companies are the sole and exclusive owners of all right and title and interest in and to the Seller Software, free and clear of Liens, other than Permitted Liens.

4.14    Compliance with Laws. The Purchased Companies hold all Governmental Authorizations necessary for the lawful conduct of the Businesses, and each such Governmental Authorization is valid and in full force and effect in all material respects. Except as disclosed in the SEC Reports, (a) no Purchased Company is in violation of any Governmental Authorizations or Law or Order, and (b) the Businesses are being and have been, since January 1, 2014, conducted in compliance in all material respects with all applicable Laws and Orders.

4.15    Finders; Brokers. Except as set forth on Section 4.15 of the Sellers Disclosure Letter, no agent, broker, Person or firm acting on behalf of the Purchased Companies, Sellers or any of their respective Affiliates is, or shall be, entitled to any broker’s fees, finder’s fees or commissions from Purchaser in connection with this Agreement or any of the transactions contemplated hereby.

4.16    Employees.

(a)    None of the Purchased Companies maintains any deferred compensation, incentive compensation, stock purchase, stock option or other equity compensation plan, program, agreement or arrangement; any severance or termination pay, medical, surgical, hospitalization, life insurance or other “welfare” plan, fund or program (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)); any profit-sharing, stock bonus or other “pension” plan, fund or program (within the meaning of Section 3(2) of ERISA); any employment, termination or severance agreement; and any other employee benefit plan, fund, program, agreement or arrangement. None of the Purchased Companies is a party to any agreement, contract, arrangement, or plan that has resulted or would result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of IRC §280G (or any corresponding provision of state, local or non-U.S. Tax law). None of the Purchased Companies, nor any of their respective Subsidiaries, has, at any time within the last six (6) years, ever sponsored, maintained, participated in or had any obligation to contribute to (or been under common control with an employer which sponsored, maintained, participated in or contributed to), or otherwise has any liability with respect to, any “defined benefit plan,” as defined in Section 3(35) of ERISA, a pension plan subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, or a “multiemployer plan,” as defined in Section 3(37) of ERISA. None of the Purchased Companies, nor any of their respective Subsidiaries, has any liability for excise taxes under Code Section 4980H, nor, to the Knowledge of the Sellers, do any facts exist that would give rise to any such liability.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 24 -


(b)    Section 4.16 of the Sellers Disclosure Letter contains:

(i)    a complete and accurate list, as of the date of this Agreement, of the following information for each Person who is either employed by a Purchased Company or employed by an Affiliate of a Purchased Company and whose services are allocated to the Businesses, including each such employee on leave of absence as indicated thereon (individually, a “Business Employee”): name; employment location; job title; current base salary and any 2017 target bonus; and hire date;

(ii)    a complete list of all written employment or severance agreements with any Business Employee; and

(iii)    a complete list of all union contracts, collective bargaining agreements or other similar labor agreements related to Business Employees.

(c)    There is not presently pending or existing, and to the Knowledge of the Sellers there is not threatened, with respect to any Business Employee, (i) any strike, slowdown, picketing, boycott or work stoppage; (ii) any organizing effort, question concerning representation, or application for certification of a collective bargaining agent; or (iii) any unfair labor practice.

(d)    No Proceeding in respect to any Business Employee is pending or, to the Knowledge of the Sellers, threatened by or on behalf of any past, present, or prospective Business Employee with respect to discrimination, harassment, wrongful termination, workers’ compensation, or any other Law or Order related to employment. To the Knowledge of the Sellers, there is no violation of any Contract with any Business Employee. Each Seller and each Purchased Company is in compliance in all material respects with all Laws and Orders related to Business Employees.

4.17    Certain Payments. Since January 1, 2014, none of the Purchased Companies or, to the Knowledge of the Sellers, any agent, employee or other Person associated with or acting for or on behalf of any of the Purchased Companies, has directly or indirectly (a) made any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person, private or public, regardless of form, whether in money, property or services (i) to obtain favorable treatment in securing business for the Businesses, (ii) to pay for favorable treatment for business secured for the Businesses, or (iii) in violation of any Law or Order applicable to the Businesses, or (b) established or maintained any fund or asset owned or controlled by the Purchased Companies that has not been recorded in the books and records of the Purchased Companies.

4.18    Accounts Receivable. The accounts receivable that are reflected in the Financial Statements (collectively, the “Business Accounts Receivable”) include all accounts receivable for the Purchased Companies and represent estimates in U.S. dollars of earned royalty payments or fixed-amount advance and guaranteed royalty payments to be made to the Purchased Companies by licensees of the Businesses in the ordinary course consistent with past practice. Section 4.18 of the Sellers Disclosure Letter contains a list, complete and accurate in all material respects, of the Business Accounts Receivable as of the Balance Sheet Date, derived from the books and records of the Purchased Companies, consistent with past practice. The reserves for bad debt shown on the Financial Statements are, to the Knowledge of the Sellers, adequate and calculated consistently with past practice. All Business Accounts Receivable have arisen in the ordinary course of business consistent with past practice and are estimates of valid obligations due to the Purchased Companies arising out of bona fide Contracts or other arrangements between the Purchased Companies, on the one hand, and their respective counterparties, on the other hand.

4.19    Transactions with Affiliates. Except as described on Section 4.19 of the Sellers Disclosure Letter and for the services to be provided temporarily under the Transition Services

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 25 -


Agreement, there are no services currently being provided to the Businesses by any Seller or any Affiliate of any Seller that are material to the Businesses, and no contracts that are currently in effect between or among the Purchased Companies and any Seller or any Affiliate of any Seller.

4.20    Insurance.

(a)    Sellers have made available to Purchaser copies of all policies of insurance to which any Purchased Company is a party or under which the Purchased Companies, or their affiliates, are covered. Such policies are in full force and effect as of the date hereof.

(b)    The Purchased Companies have not claimed any losses for the current policy year or in any of the three (3) preceding policy years under any policy that provides coverage to the Purchased Companies.

(c)    To the Knowledge of the Sellers, no Purchased Company has received any notice of refusal of coverage or any notice that a defense will be afforded with reservation of rights, or any notice of cancellation or any other indication that any insurance policy is no longer in full force or effect or will not be renewed or that the issuer of any policy is not willing or able to perform its obligations thereunder, any of which individually, or all of which in the aggregate, would have a Material Adverse Effect.

4.21    No Material Adverse Effect. Since December 31, 2016 through the date of this Agreement, there has been no change, circumstance, occurrence, event, development or effect that, individually or in the aggregate, is, has or would reasonably be expected to have a Material Adverse Effect.

4.22    Exclusivity of Representations. THE REPRESENTATIONS AND WARRANTIES BY EACH SELLER CONTAINED IN ARTICLE IV CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF SUCH SELLER TO PURCHASER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND PURCHASER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESS OR IMPLIED ARE SPECIFICALLY DISCLAIMED BY EACH SELLER. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT SELLERS MAKE NO REPRESENTATIONS OR WARRANTIES, AND SHALL HAVE NO RESPONSIBILITY OR LIABILITY, WITH RESPECT TO THE TERMINATION AND RE-GRANT PROCESS (OR THE EFFECT OF SUCH PROCESS ON ANY COPYRIGHTS SUBJECT THERETO) OR THE ENFORCEABILITY OF THE TERMINATION NOTICE AND RE-GRANT AGREEMENT.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Except as set forth in the disclosure letter (the “Purchaser Disclosure Letter”) delivered by Purchaser to Sellers concurrently with the execution of this Agreement (it being agreed that any matter disclosed pursuant to any section of the Purchaser Disclosure Letter shall be deemed disclosed for purposes of any other section of the Purchaser Disclosure Letter to the extent the applicability of the disclosure to such other section is reasonably apparent on the face of such disclosure), Purchaser hereby represents and warrants to Sellers as follows:

5.1    Corporate Due Organization, Good Standing and Corporate Power of Purchaser. Purchaser is a limited liability company duly organized, validly existing and in good standing (or the equivalent thereof) under the Laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Purchaser is an indirect wholly-owned Subsidiary of DHX.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 26 -


5.2    Authorization; Noncontravention.

(a)    Purchaser has the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by Purchaser as contemplated hereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and all other instruments and agreements to be delivered by Purchaser as contemplated hereby, the consummation by it of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been, and in the case of documents required to be delivered at the Closing will be, duly authorized and approved by the board of directors of Purchaser. This Agreement has been, and all other instruments and agreements to be executed and delivered by Purchaser as contemplated hereby will be, duly executed and delivered by Purchaser. Assuming that this Agreement and all such other instruments and agreements constitute valid and binding obligations of each Seller and each other Person (other than Purchaser) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with the terms thereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law).

(b)    The execution and delivery of this Agreement and all other instruments and agreements to be delivered by Purchaser as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with any of the provisions of the certificate of incorporation or by-laws or similar governance documents of Purchaser, in each case, as amended to the date of this Agreement, (ii) conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any Contract or other instrument to which Purchaser is a party or by which Purchaser or any of its properties or assets are bound or (iii) subject to (x) the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (y) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 5.3 of the Purchaser Disclosure Letter, contravene any Law or any Order applicable to Purchaser or by which any of its properties or assets are bound, except in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which do not and would not reasonably be expected to, individually or in the aggregate, prevent, materially delay or impair Purchaser’s ability to consummate the transactions contemplated by this Agreement.

5.3    Consents and Approvals. Assuming all required Antitrust Filings are made and any waiting periods thereunder have been terminated or expired and any consents required thereunder have been obtained, except as set forth in Section 5.3 of the Purchaser Disclosure Letter, no consent of or filing with any Governmental Entity or any other Person must be obtained or made by Purchaser in connection with the execution and delivery of this Agreement by Purchaser or the consummation by Purchaser of the transactions contemplated by this Agreement, except for any consents, approvals, authorizations or filings, which have been obtained or made or, if not made or obtained, do not and would not reasonably be expected to, individually or in the aggregate, prevent, materially delay or impair Purchaser’s ability to consummate the transactions contemplated by this Agreement.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 27 -


5.4    Available Funds.

(a)    Purchaser has, as of the date of this Agreement, committed financing, and will have, on the Closing Date, unrestricted cash on hand and, if necessary, unrestricted cash available to it under credit facilities in place on the date hereof, sufficient to consummate the transactions contemplated hereby.

(b)    Concurrently with the execution of this Agreement, Purchaser has delivered to Sellers true, correct and complete copies of an executed debt commitment letter and each executed fee letter and engagement letter associated therewith (provided, that provisions in the fee or engagement letter related solely to fees and economic terms (other than covenants) agreed to by the parties may be redacted), dated as of the date hereof (such commitment letter(s), including all exhibits, schedules, annexes, supplements and amendments thereto and each such fee letter and engagement letter, collectively, the “Debt Commitment Letter”), from Royal Bank of Canada and Jeffries Finance LLC (the “Debt Financing Source”) providing the terms and conditions upon which the Debt Financing Source has committed to provide up to six hundred fifteen million dollars ($615,000,000) (the “Debt Financing Proceeds”) of debt financing (the “Debt Financing”). The Debt Commitment Letter in the form so delivered is valid and in full force and effect with respect to Purchaser and, to the Knowledge of the Purchaser, each other party thereto, such commitments have not been withdrawn, terminated or otherwise amended or modified in any respect, and no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Purchaser under any term or condition of the Debt Commitment Letter. The Debt Commitment Letter (together with the fee letter referred to therein) constitutes the entire and complete agreement between the parties thereto with respect to the financings contemplated thereby, and, except as set forth, described or provided for in the Debt Commitment Letter, (i) there are no conditions precedent to the respective obligations of the Debt Financing Source to provide the Debt Financing, and (ii) there are no contractual contingencies or other provisions under any agreement (including any side letters) relating to the transactions contemplated by this Agreement to which Purchaser or any of its Affiliates is a party that would permit the Debt Financing Source to reduce the total amount of the Debt Financing Proceeds available under the Debt Financing or impose any additional conditions precedent to the availability of the Debt Financing. Purchaser has fully paid any and all commitment fees, if any, or other fees required by the Debt Commitment Letter to be paid as of the date hereof. As of the date hereof, Purchaser has no reason to believe that any of the conditions to the Debt Financing will not be satisfied on a timely basis or that the funding contemplated in the Debt Financing will not be made available to Purchaser on a timely basis in order to consummate the transactions contemplated by this Agreement. The Debt Financing Proceeds available under the Debt Financing are sufficient to pay the Purchase Price and all of Purchaser’s and its Affiliates’ fees and expenses associated with the transaction contemplated in this Agreement in accordance with the terms hereof. The obligations of Purchaser under this Agreement are not contingent on the availability of financing.

5.5    Litigation. There is no action, suit, proceeding at law or in equity, or any arbitration by, before or against any Governmental Entity or any other Person pending, or, to the Knowledge of the Purchaser, threatened in writing, against or affecting Purchaser, or any of its properties or rights, which if determined adversely would reasonably be expected to, individually or in the aggregate, prevent, materially delay or impair Purchaser’s ability to consummate the transactions contemplated by this Agreement. Purchaser is not subject to any Order which seeks to or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or impair Purchaser’s ability to consummate the transactions contemplated by this Agreement.

5.6    Finders; Brokers. Except as set forth in Section 5.6 of the Purchaser Disclosure Letter, no agent, broker, Person or firm acting on behalf of Purchaser or any of its Affiliates is or shall be entitled to any broker’s fees, finder’s fees or commissions from any Seller or any of their respective Affiliates in connection with this Agreement or any of the transactions contemplated hereby.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 28 -


5.7    Investigation and Acknowledgment by Purchaser. Purchaser has conducted its own independent investigation, verification, review and analysis of the Purchased Companies and Businesses, results of operations, financial condition, software, technology and prospects of the Businesses, which investigation, review and analysis was conducted by Purchaser and its Affiliates and, to the extent Purchaser deemed appropriate, by Purchaser’s Representatives. Purchaser acknowledges that it and its Representatives have been provided adequate access to the personnel, properties, premises and records of the Businesses. Purchaser acknowledges that the representations and warranties contained in this Agreement are exclusive of any other representations and warranties, express or implied, and that no Seller nor any of their respective Affiliates, Representatives or any other Person makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Purchaser or any of its Affiliates and Representatives, except as and only to the extent expressly set forth in this Agreement and subject to the limitations and restrictions contained in this Agreement.

5.8    Exclusivity of Representations. THE REPRESENTATIONS AND WARRANTIES BY PURCHASER CONTAINED IN Article V CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF PURCHASER TO SELLERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND EACH SELLER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE EXPRESS OR IMPLIED ARE SPECIFICALLY DISCLAIMED BY PURCHASER.

ARTICLE VI

COVENANTS

6.1    Access to Information Concerning Properties and Records.

(a)    During the period from the date of this Agreement through and including the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 and (ii) the Closing Date, Sellers shall, and shall cause the Purchased Companies to, upon reasonable prior notice and during regular business hours, afford Purchaser and its Representatives reasonable access to the personnel, properties, and books and records, of Sellers and the Purchased Companies relating to the Businesses to the extent Purchaser reasonably believes necessary or advisable to familiarize itself with such properties and other matters and as Purchaser may reasonably request; provided, that Sellers may restrict the foregoing access to the extent that in the reasonable judgment of Sellers, any applicable Law requires them to restrict such access; provided, further, that such access shall not unreasonably disrupt the operations of Sellers or any of its Affiliates. Notwithstanding anything to the contrary contained in this Agreement, Sellers shall not be required to provide any information or access that Sellers reasonably believe could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract or cause the waiver of attorney/client or similar privilege.

(b)    Nothing contained in this Agreement shall be construed to give to Purchaser, directly or indirectly, rights to control or direct the Purchased Companies or the Businesses prior to the Closing or any other business or operations of Sellers. Prior to the Closing, Sellers shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Purchased Companies and the Businesses and shall at all times exercise complete control and supervision of all of its other businesses and operations.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 29 -


(c)    Purchaser hereby agrees that it is not authorized to and shall not (and shall not permit any of its respective Representatives to) contact any competitor, contractor, vendor, supplier, distributor, customer, agent or Representative of Sellers or the Purchased Companies with respect to the Businesses or the transactions contemplated hereby prior to the Closing without the prior written consent of Sellers.

6.2    Conduct of Sellers and the Businesses. Between the date hereof and the earlier of the Closing Date and the termination of this Agreement pursuant to or in accordance with Article IX hereof, except as otherwise taken with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned) or as required by any Law, Sellers shall, and shall cause the Purchased Companies (as applicable) to:

(a)    conduct the Businesses substantially in the ordinary course;

(b)    comply with all requirements of all applicable Laws and Orders;

(c)    use reasonable efforts in accordance with past practice to preserve intact its current business organization, keep available the services of its current employees and agents, and maintain business relations and goodwill with suppliers, customers, landlords, creditors, employees, agents, licensees, clients and others having business relationships with it that are material to the Businesses;

(d)    not renew or extend any Material Contract or enter into a License Agreement that would be required to be listed on Section 4.11(a) of the Sellers Disclosure Letter if it had been entered into prior to the date of this Agreement; provided, however, that (i) the automatic renewal of any Material Contract in accordance with its terms, or (ii) the negotiated extension or renewal of any Material Contract that is scheduled to expire in accordance with its terms between the date hereof and the End Date, provided that such negotiated extension or renewal is made in the ordinary course of business consistent with past practice and on terms that, in all material respects, are no less favorable to the Purchased Companies than the terms existing immediately prior to such extension or renewal, shall be permitted hereunder if such Material Contract is specifically listed in Section 6.2(d) of the Sellers Disclosure Letter;

(e)    not permit, allow or suffer any asset of the Businesses to become subjected to any Lien other than Permitted Liens, other than in the ordinary course and not having a Material Adverse Effect, except to the extent any such Lien is released or fully discharged at or prior to Closing; and

(f)    not file any amended material Returns for the Pre-Closing Period or settle any Tax Contests with any Governmental Entity that would result in any material Tax liability to Purchaser, the Purchased Companies or any of their Subsidiaries.

6.3    Efforts to Close; Antitrust Laws.

(a)    Except as otherwise provided in this Section 6.3, Purchaser and Sellers shall, and shall cause their respective Affiliates and Representatives to, cooperate and use their respective commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to make, or cause to be made, all filings necessary, proper or advisable under applicable Laws and to consummate and make effective the transactions contemplated by this Agreement, including their respective commercially reasonable efforts to obtain, prior to the Closing Date, all Permits, consents, approvals, authorizations, qualifications and Orders of Governmental Entities as are necessary for consummation of the transactions contemplated by this Agreement and to fulfill the conditions to consummation of the transactions contemplated hereby set forth in Section 7.2 and Section 7.3; provided, that no Seller or any of its

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 30 -


respective Affiliates shall be required, unless otherwise expressly set forth herein, to repay any indebtedness for borrowed money, amend any Contract to increase the amount payable thereunder or otherwise to be materially more burdensome to Sellers or any of their respective Affiliates, commence any litigation, offer or grant any accommodation (financial or otherwise) to any Third Party, pay any amount or bear any other incremental economic burden to obtain any such Permit, consent, approval, authorization, qualification or Order; provided, further, that no party hereto shall incur any expense that would be payable by any other party hereto without the consent of such other party.

(b)    Purchaser and Sellers shall file, to the extent required, the Notification and Report Forms required under the HSR Act with respect to the transactions contemplated by this Agreement with the Antitrust Division of the United States Department of Justice and the Federal Trade Commission, and Purchaser and Sellers shall each pay 50% of the required filing fee, as promptly as practicable and in no event later than ten (10) Business Days following the date hereof, and neither party will request early termination of the waiting period with respect thereto. Purchaser and Sellers shall use their respective reasonable best efforts to make any other filings required under any other Antitrust Law as promptly as practicable following the date hereof.

(c)    Purchaser and Sellers shall consult and cooperate with one another in connection with the preparation of their respective Notification and Report Forms, and consider in good faith the views of the other party, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party in connection with proceedings under or relating to any Antitrust Laws and in connection with resolving any investigation or other inquiry concerning the Purchase or any of the other transactions contemplated by this Agreement initiated by any Antitrust Authority.

(d)    Purchaser shall take all actions reasonably necessary to obtain the required consents from Antitrust Authorities, including antitrust clearance under the HSR Act and under any other Antitrust Law, to the extent required, as promptly as practicable, and in any event prior to the End Date; provided, however, that neither Purchaser nor any of its Affiliates shall be required to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Purchaser, its Affiliates or any of the Purchased Companies, (ii) any conditions relating to, or changes or restrictions in, the operations of any such assets, businesses or interests which, in either case, could reasonably be expected to result in a Material Adverse Effect or materially and adversely impact the economic or business benefits to Purchaser of the transactions contemplated by this Agreement; or (iii) any material modification or waiver of the terms and conditions of this Agreement.

6.4    Public Announcements. Sellers, on the one hand, and Purchaser, on the other hand, each shall (a) consult with each other before issuing any public announcement with respect to the transactions contemplated by this Agreement, (b) provide to the other party for review a copy of any such public announcement and (c) not issue any such public announcement prior to such consultation and review and the receipt of the prior consent of the other party to this Agreement, unless (x) required by applicable Law or regulations of any applicable stock exchange or, (y) in connection with Iconix’s or DHX’s earning releases and periodic reports, in the case of clauses (a), (b) and (c) of this Section 6.4, the party required to issue the public announcement shall, prior to issuing such public announcement, use its commercially reasonable efforts to allow the other party reasonable time to comment on such announcement to the extent practicable.

6.5    Notification of Certain Matters. Purchaser, on the one hand, and Sellers, on the other hand, shall use their respective commercially reasonable efforts to promptly notify each other of any material actions, suits, claims or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the Knowledge of the Purchaser or the Knowledge of the Sellers, threatened, against Sellers or Purchaser, as the case may be, or any of their respective Affiliates.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 31 -


6.6    Post-Closing Access to Records and Personnel; Litigation Support.

(a)    For a period of seven (7) years after the Closing Date, Purchaser shall preserve and retain all corporate, accounting, Tax, legal, auditing, human resources and other books and records of the Purchased Companies and the Businesses (including (i) any documents relating to any action, claim, lawsuit, demand, inquiry, hearing, investigation, notice of a violation or noncompliance, litigation, proceeding, arbitration, appeal or other dispute and (ii) all Returns, schedules, work papers and other material records or other documents relating to Taxes of the Purchased Companies and the Businesses) relating to the Purchased Companies or the conduct of the Businesses prior to the Closing Date. Notwithstanding the foregoing, during such seven-year period, Purchaser may dispose of any such books and records which are offered to, but not accepted by, Sellers.

(b)    Following the Closing, the parties hereto will allow each other reasonable access to (i) the Purchased Companies, Businesses, and the Owned IP Assets, (ii) their books and records related to the Purchased Companies, Businesses, and the Owned IP Assets, and (iii) such personnel employed by a Seller or an Affiliate of a Seller having knowledge of the location or contents of such books and records, for legitimate business reasons; provided, however, that no such access shall unreasonably interfere with Sellers’ and Purchaser’s operation of their respective businesses. Notwithstanding anything to the contrary contained in this Agreement, no Person shall be required to provide any information or access that such Person reasonably believes could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract or cause the waiver of attorney/client or similar privilege. Each party shall be entitled to recover from the other its out-of-pocket costs (including copying costs) incurred in providing such books and records or personnel to the other party. The requesting party will hold in confidence all confidential information identified as such by, and obtained from, the disclosing party or any of its Representatives, except as otherwise required by Law.

(c)    If and for so long as any Seller or Purchaser is actively contesting or defending against any action, claim, lawsuit, demand, inquiry, hearing, investigation, notice of a violation or noncompliance, litigation, proceeding, arbitration, appeal or other dispute, brought by a Third Party in connection with (i) the Purchase or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Purchased Companies, Businesses, or the Owned IP Assets, the non-contesting or non-defending party or parties shall, at the sole cost and expense of the contesting or defending party (except as otherwise provided in Section 6.6(b)), (x) cooperate with the contesting or defending party and its counsel in the defense or contest, (y) make available its or their personnel (including to act as a witness) and (z) provide such access to its or their books and records as shall be necessary or reasonably requested in connection with the defense or contests; provided, however, that no such cooperation or access shall unreasonably interfere with such non-contesting or non-defending party’s operation of its business(es). All non-public information received pursuant to this Section 6.6 shall be kept confidential, except as otherwise required by Law. Notwithstanding anything to the contrary contained in this Agreement, no Person shall be required to provide any access that such Person reasonably believes could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract or cause the waiver of attorney/client or similar privilege. Each party shall be entitled to recover from the other its out-of-pocket costs incurred in providing such personnel and access to the other party.

(d)    The obligations of Purchaser under this Section 6.6 shall be binding upon the successors and assigns of Purchaser. If Purchaser or any of its successors or assigns (i) consolidates with or merges into any other Person or (ii) transfers all or any portion of the Peanuts Interests or IBG Interests to any other Person (whether by asset sale, stock sale or otherwise), proper provision shall be made to bind the successors and assigns of Purchaser to the obligations set forth in this Section 6.6.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 32 -


6.7    Tax Matters.

(a)    All stamp, transfer, documentary, sales and use, value added, registration and other such taxes and fees (including any penalties and interest) incurred in connection with this Agreement or the Purchase (collectively, the “Transfer Taxes”), shall be borne 50% by Sellers and 50% by Purchaser, and Purchaser shall properly file on a timely basis all necessary Returns and other documentation with respect to any Transfer Tax and provide to Sellers evidence of payment of all Transfer Taxes. If required by applicable Law, the parties hereto shall, and shall cause their respective Affiliates to, join in the execution of any such Returns and other documentation; provided, however, that, to the extent that any Seller is required to join in the execution of any such Return or documentation, Purchaser shall prepare and deliver to such Seller a copy of such Return at least five (5) Business Days before the due date thereof and shall not file such Return without the consent of such Seller, which consent shall not be unreasonably withheld, conditioned or delayed.

(b)    (i) All Returns, including any amendments thereto, for Taxes and Tax items relating to the operations or assets of the Purchased Companies, but not imposed on the Purchased Companies (to the extent such Tax items are reflected on or affect the amounts reported on the Returns of the Purchased Companies) for any tax period ending on or before the Closing Date (including any tax period ending on the Closing Date as a result of a technical termination) (“Flow-Through Returns”) shall be prepared and filed in the sole discretion of Sellers; provided, however, Sellers shall: (A) prepare such Flow-Through Returns in a manner consistent with past practice unless otherwise required by law, and (B) not change any tax election nor make any new tax election on such Flow-Through Returns, which tax election is required to remain in effect on any Tax Return that includes, in whole or in part, any period after the Closing Date, without the consent of Purchaser, which consent shall not be unreasonably withheld or delayed. Purchaser shall cause the Purchased Companies to provide any assistance and information reasonably requested by Sellers to enable Sellers (or any other persons preparing Flow-Through Returns) to prepare Flow-Through Returns.

(ii)    All Returns, including any amendments thereto, for Taxes and Tax items relating to the operations or assets of the Purchased Companies, that are imposed on the Purchased Companies for periods ending on or prior to the Closing Date (the “Non-Flow-Through Returns”) shall be prepared by Sellers and copies of such Returns shall be provided to the Purchaser for review and approval, which approval shall not be unreasonably withheld or delayed. Purchaser shall cooperate with Sellers’ reasonable requests for assistance and information in connection with the preparation of the Non-Flow-Through Returns.

(iii)    Purchaser and Sellers shall cooperate fully, to the extent commercially reasonable, in connection with (y) the filing of Flow-Through Returns and Non-Flow-Through Returns, (z) any Tax Contest with respect to Flow-Through Returns or Non-Flow-Through Returns and Taxes relating to such Returns and (iii) the preparation of any financial statements to the extent related to such Taxes. Sellers shall have the right to control any Tax Contest with respect to Taxes and Returns that relate to any Flow-Through Return and Non-Flow-Through Returns (such tax matter, a “Seller Tax Matter”); provided, however, Sellers shall not settle any Tax Contest with respect to a Seller Tax Matter to the extent such settlement would have a Material Adverse Effect on Purchaser without the consent of Purchaser, which consent shall not be unreasonably withheld or delayed. Purchaser shall provide Sellers with notice of any written inquiries, audits, examinations or proposed adjustments by the Internal Revenue Service or any other Taxing Authority, which relate to any Seller Tax Matter within ten (10) days of the receipt of such notice.

(iv)    Purchaser shall be responsible for the preparation and filing of all Post-Closing Period Returns. If a Post-Closing Period Return is a Straddle Period Return, then, (y) prior to filing such Return, Purchaser shall provide Sellers a copy of such Return not later than thirty

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 33 -


(30) days prior to the due date for such Return for Sellers review and approval, which approval shall not be unreasonably withheld or delayed and (z) such Return shall be prepared in accordance with past practice, unless otherwise required by Law. Sellers and Purchaser shall jointly control any Tax Contest with respect to a Straddle Period Return (and neither party shall settle any such Tax Contest without the other party’s consent, such consent not to be unreasonably withheld or delayed). To the extent it is necessary for purposes of this Agreement to determine the allocation of Taxes among a Straddle Period, the amount of any Taxes based on or measured by income, receipts, payroll or sales of the Purchased Companies will be determined based on an interim closing of the books as of the close of business on the Closing Date and the amount of other Taxes of the Purchased Companies for a Straddle Period that relates to the Pre-Closing Period will be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

(c)    Sellers shall be entitled to retain or, to the extent actually received by or otherwise available to Purchaser or any of its Affiliates, receive payment from Purchaser or any of its Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Returns filed after the Closing or otherwise) paid by any Seller with respect to any Pre-Closing Period relating to the Purchased Companies. Purchaser shall be entitled to retain or, to the extent actually received by Sellers or any of their Affiliates, receive payment from Sellers or any of their Affiliates of, any refund or credit with respect to Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing or otherwise) with respect to any Post-Closing Period relating to the Purchased Companies.

(d)    Purchaser, on the one hand, and Sellers, on the other hand, agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Purchased Companies (including access to books and records) as is reasonably necessary for the filing of all Returns, the making of any election relating to Taxes, the preparation for any audit by any Taxing Authority and the prosecution or defense of any Tax Contest; provided, however, that neither Purchaser nor Sellers shall be required to disclose any income Tax Returns to any Person. Any expenses incurred in furnishing such information or assistance pursuant to this Section 6.7(d) shall be borne by the party requesting it.

(e)    Neither Purchaser nor any Affiliate of Purchaser shall amend any Return with respect to any Pre-Closing Period without the prior consent of Sellers, which consent shall not be unreasonably withheld or delayed.

(f)    Notwithstanding anything herein to the contrary, neither Purchaser nor any of its respective Representatives shall have access to the Returns or related workpapers of Sellers or any of their Affiliates.

6.8    Further Assurances. At any time and from time to time after the Closing Date, without further consideration, each party hereto shall, at the reasonable request of the other party hereto, execute and deliver such further instruments of conveyance, assignment, assumption and transfer and take such further action as may be necessary or appropriate in order to effectuate the Purchase.

6.9    Audited Financials. Following the date of this Agreement, upon Purchaser’s request and at Purchaser’s expense, Sellers will cooperate with Purchaser and the Purchased Companies in respect of the preparation by Purchaser and the Purchased Companies of such audited financial statements of the Purchased Companies as Purchaser may determine are necessary or desirable for securities law compliance or other purposes.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 34 -


6.10    Employee Matters.

(a)    No later than three (3) days prior to the Closing Date, Sellers will transfer the employment of any Business Employees who are, as of such date, employed by one of the Purchased Companies to an Affiliate for a period of up to ninety (90) days. Following the Closing Date, the Business Employees shall provide services to the Purchased Companies in accordance with the terms and conditions set forth in the Transition Services Agreement, it being acknowledged and agreed by Purchaser that Sellers and their Affiliates cannot guarantee that the Business Employees will choose to stay employed by Sellers or their Affiliates for such time period.

(b)    Within ninety (90) days of the Closing Date, Purchaser will make job offers to such of the Business Employees, as Purchaser shall determine in its sole discretion, as are then employed by Sellers or their Affiliates.

(c)    [***]

6.11    Financing.

(a)    Purchaser shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange, obtain and consummate the Debt Financing on the terms and conditions described in the Debt Commitment Letter on or prior to the Closing Date for the purpose of, among other things, funding the Purchase Price. Such actions shall include: (i) maintaining in full force and effect and in all material respects the Debt Commitment Letter in the form provided to Sellers concurrently with the execution of this Agreement, (ii) satisfying on a timely basis all of the conditions precedent and covenants to the Debt Financing applicable to Purchaser that are to be satisfied by Purchaser, (iii) negotiating, executing and delivering definitive documents (“Debt Financing Documents”) that reflect in all material respects the terms contained in the Debt Commitment Letter (including, as necessary, agreeing to any requested changes to the commitments thereunder in accordance with any “flex” provisions contained in the Debt Commitment Letter or any related fee letter), in each case which terms shall not in any material respect expand on the conditions to the funding of the Debt Financing Proceeds at the Closing or reduce the aggregate amount of the Debt Financing Proceeds available to be funded on the Closing Date, (iv) drawing such amount of the Debt Financing Proceeds as is necessary to satisfy Purchaser’s obligations under this Agreement and (v) fully enforcing its rights under the Debt Commitment Letter and the Debt Financing Documents in order to consummate the Debt Financing at or prior to the Closing. Without the prior written consent of Sellers (such consent not to be unreasonably withheld, conditioned or delayed), Purchaser shall not permit or consent to any amendment, supplement or modification to be made to the Debt Commitment Letter if such amendment, supplement or modification imposes new or additional conditions to the initial funding or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing, or otherwise expands, amends or modifies any other provision of the Debt Commitment Letter, in a manner that would reasonably be expected to delay or prevent or make less likely the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) on the Closing Date, provided that Purchaser may (1) amend the Debt Commitment Letter to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities, (2) implement or exercise the “flex” provisions contained in one or more fee letters related to the Debt Financing and (3) reduce the Debt Financing on a dollar for dollar basis upon receipt of the proceeds of an offering of debt or equity securities (an “Equity Issuance”) on or after the date hereof. Purchaser acknowledges and agrees that its obligations to consummate the transactions contemplated by this Agreement are not conditioned or contingent upon receipt of the Debt Financing Proceeds and a failure of the Closing to occur because Purchaser has not received the Debt Financing Proceeds shall constitute a material breach

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 35 -


of this Agreement by Purchaser. Purchaser shall keep Sellers fully informed, in all reasonable detail, of the status of their efforts to arrange the Debt Financing and shall, from the date hereof until the Closing Date, promptly notify Sellers of the receipt by Purchaser of any written notice or other written communication from any Debt Financing Source with respect to any actual, threatened or alleged material breach, default, termination or repudiation by any party to any Debt Commitment Letter or any Debt Financing Document or any material provision of the Debt Financing contemplated pursuant to the Debt Commitment Letter or the Debt Financing Documents, provided that in no event will Purchaser be under any obligation to disclose any information shared among Purchaser and its professional advisors in connection with matters contemplated by this sentence that is subject to attorney-client or similar legal privilege. Purchaser shall promptly provide Sellers, upon reasonable request, with copies of any Debt Financing Documents and such other information and documentation regarding the Debt Financing as shall be reasonably necessary to allow Sellers to monitor the progress of such financing activities. Upon request, Purchaser shall provide Sellers with written updates concerning the status of any Equity Issuance, including whether DHX intends to proceed with an Equity Issuance to raise part of the Purchase Price.

(b)    In the event of any notification or communication that the Debt Financing will not be available to Purchaser in accordance with the terms hereof, Purchaser shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange for and obtain as promptly as practicable following the occurrence of any such Financing Failure Event alternative debt financing (the “Alternative Financing”) on commercially reasonable terms, whether or not such terms are more or less favorable to Purchaser than the terms of the Debt Commitment Letter, in an amount sufficient to consummate the transactions contemplated hereby and perform all of their obligations hereunder, it being understood and agreed that if Purchaser proceeds with any Alternative Financing, Purchaser shall be subject to the same obligations with respect to such Alternative Financing as set forth in this Agreement with respect to the Debt Financing. In the event that Alternative Financing is obtained, Purchaser shall promptly provide Sellers with a copy of the new financing commitment that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”). If applicable, any reference in this Agreement to “Debt Financing” shall include “Alternative Financing”, any reference to “Debt Commitment Letter” shall include the “Alternative Financing Commitment Letter” and any references to “Debt Financing Documents” shall include the definitive documentation relating to any such Alternative Financing.

(c)    From the date hereof and ending at the earlier of (i) the Closing Date and (ii) termination of this Agreement pursuant to Section 9.1, Sellers shall cooperate and cause its officers, employees and advisors, including legal and accounting, to provide to Purchaser, at Purchaser’s sole expense, such reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by Purchaser; provided that Sellers shall not be required to provide cooperation under this Section 6.11(c) that: (w) unreasonably interferes with the ongoing business of Sellers or any of the Purchased Companies; (x) causes any representation or warranty in this Agreement to be breached; (y) causes any closing condition set forth in Article VII to fail to be satisfied or otherwise causes the breach of this Agreement or any Contract to which any Seller or any of the Purchased Companies is a party; or (z) requires Sellers or any of their respective directors, officers, managers or employees to execute, deliver or enter into, or perform any agreement, document or instrument, including any Debt Financing Document, with respect to the Debt Financing that is not contingent upon the Closing or that would be effective prior to the Closing and the directors and managers of Sellers shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained, in each case which are effective prior to the Closing. In no event shall Sellers be in breach of this Agreement because of the failure to deliver any financial or other information that is not currently readily available to Sellers on the date hereof or is not otherwise prepared in the ordinary course of business of Sellers at the time requested by Purchaser or for the failure to obtain review of any financial or other information by its accountants.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 36 -


(d)    In no event shall any Seller be required to pay any commitment or similar fee or incur any Liability (including due to any act or omission by any Seller or any of their respective agents, other than acts or omissions constituting gross negligence or willful misconduct) or expense in connection with assisting Purchaser in arranging the Debt Financing or as a result of any information provided by a Seller or any of its Affiliates or agents in connection therewith. Purchaser shall, from and after the Closing or promptly after the termination of this Agreement pursuant to Section 9.1, (i) promptly upon request by Sellers reimburse Sellers for all documented out-of-pocket costs incurred in good faith by Sellers in connection with such cooperation and (ii) indemnify and hold harmless each Seller, and each of its Affiliates and agents from and against any and all Liabilities, Losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Debt Financing or providing any of the information utilized in connection therewith, except to the extent of any of such Persons’ gross negligence or willful misconduct.

(e)    To the extent that this Section 6.11 requires Sellers’ cooperation with respect to any of Purchaser’s obligations under the Debt Commitment Letter or relating to the Debt Financing, Sellers shall be deemed to have complied with this Section 6.11 for purposes of Article VII of this Agreement if Sellers have provided Purchaser with the assistance required under this Section 6.11 with respect to the Debt Commitment Letter and the Debt Financing. Notwithstanding anything to the contrary, the condition set forth in Section 7.2(a), as it applies to Sellers’ obligations under this Section 6.11, shall be deemed satisfied unless the Debt Financing has not been obtained primarily as a direct result of Sellers’ breach of its obligations under this Section 6.11.

6.12    Copyright Termination and Re-Grants Process. Upon delivery of the executed Termination Notice and Re-Grant Agreement to Purchaser, Sellers shall have no further obligations with respect to the Copyright Termination and Re-Grant Process. Sellers and the Purchased Companies shall have no responsibility to record the Termination Notice with the U.S. Copyright Office or any other Governmental Entity. Purchaser and its Affiliates, and their respective employees, advisors and agents, shall not record the Termination Notice with any Governmental Entity, including the U.S. Copyright Office, or disclose either the Termination Notice or the Re-Grant Agreement, or the terms thereof or the fact of their existence, to any Third Party prior to the Closing.

6.13    Aged Accounts Receivable Credit. If, at any time within the ninety (90)-day period following the Closing, any Aged Accounts Receivable are paid to Purchaser or its Affiliates, including the Purchased Companies, upon receipt of any such payments following the Closing, Purchaser and its Affiliates, including the Purchased Companies, shall promptly, but in no event more than ten (10) Business Days following their receipt thereof, pay such amounts (net of their collection costs associated therewith) to Sellers or Sellers’ designee by wire transfer of immediately available funds as directed by Sellers.

6.14    Efforts to Collect and Reporting. Following the Closing Date and for a period of ninety (90) days thereafter, Purchaser and its Affiliates, including the Purchased Companies, shall use commercially reasonable efforts to collect any Aged Accounts Receivable and Purchaser and its Affiliates, including the Purchased Companies, shall not forgive the payment of any such amounts, or modify the terms of payment with respect thereto, without Sellers’ prior written consent. Purchaser shall, and shall cause its Affiliates, including the Purchased Companies, to provide Sellers, for a period of one hundred eighty (180) days following the Closing Date, with such access to its or their books and records and with such other information and cooperation as shall be reasonably requested by Sellers in connection with Purchaser’s obligations under Section 6.13, and this Section 6.14; provided, however, that no such cooperation or access shall unreasonably interfere with Purchaser and its Affiliates operation of its and their businesses.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 37 -


6.15    Payment to Wrong Party Following Closing. If following the Closing, either (a) Sellers receive amounts that should have been paid to the Purchased Companies directly for periods following the Closing or (b) the Purchased Companies receive amounts that should have been allocated or paid to Sellers for periods prior the Closing (each, a “Misdirected Payment”), then the party receiving a Misdirected Payment shall promptly, but in no event more than five (5) Business Days following their receipt thereof, pay such amounts (net of their collection costs associated therewith) by wire transfer of immediately available funds to the correct party who should have received the payment directly from the Third Party in the first instance according to payment instructions from such party.

6.16    Transfer of Domain Name Registrations. Purchaser acknowledges that certain domain name registrations used in connection with the Businesses may be registered in the name of one of Sellers or an Affiliate of the Sellers and that the Sellers shall assign such domain name registrations to one of the Purchased Companies prior to the Closing; unless none of the Purchased Companies may contractually or lawfully take possession of such domain name registrations, in which case the parties shall use commercially reasonable efforts to assign such domain name registrations to either Purchaser or a different Affiliate of Purchaser. If Purchaser, the Purchased Companies and Purchaser’s other Affiliates cannot lawfully or contractually take possession of certain domain name registrations used in connection with the Peanuts Business, Purchaser and Sellers shall use their respective commercially reasonable efforts to cooperate in a mutually agreeable arrangement under which Purchaser or its Affiliates would obtain the benefits and assume the obligations associated with possession of such domain name registrations.

ARTICLE VII

CONDITIONS PRECEDENT

7.1    Conditions to the Obligations of Each Party. The respective obligations of Purchaser and Sellers to consummate and cause the consummation of the Purchase are subject to the satisfaction or waiver in writing by Sellers and Purchaser at or before the Closing Date of each of the following conditions:

(a)    Injunctions; Illegality. No Governmental Entity shall have issued, enacted, entered, promulgated or enforced any Law or Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement.

(b)    HSR Act. Any waiting periods under the HSR Act with respect to the transactions contemplated by this Agreement shall have expired.

(c)    Consents. Sellers shall have received executed copies of the consents or waivers set forth on Section 7.1(c) of the Sellers Disclosure Letter, which in each case shall be sufficient to permit the consummation of the Purchase; provided that the failure of the conditions set forth in Section 2(v) of the Beagle Scouts Consent to be satisfied shall not result in a failure of this condition to be satisfied as a condition to Purchaser’s obligation to consummate the Purchase.

(d)    Consummation of the Strawberry Shortcake Transaction Agreement. The Strawberry Shortcake Closing (as defined in the Strawberry Shortcake Transaction Agreement) shall occur substantially simultaneously with the Closing.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 38 -


7.2    Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate and cause the consummation of the Purchase are subject to the satisfaction or waiver by Purchaser on or prior to the Closing Date of the following further conditions:

(a)    Performance. All of the agreements and covenants of Sellers to be performed prior to the Closing pursuant to this Agreement shall have been duly performed in all material respects.

(b)    Representations and Warranties. The representations and warranties of Sellers contained in Article IV, taken as a whole, shall be true and correct (without giving effect to any “material”, “materially”, “materiality”, “Material Adverse Effect”, “material adverse effect”, “material adverse change” or similar qualifiers contained in any of such representations or warranties) in all material respects as of the Closing Date (or if such representations or warranties are made as of a specified date, as of such specified date) as if made at and as of such date.

(c)    Closing Deliverables. Sellers shall have delivered or caused to be delivered to Purchaser the items set forth in Section 2.2(b).

7.3    Conditions to the Obligations of Sellers. The obligations of Sellers to consummate and cause the consummation of the Purchase are subject to the satisfaction or waiver by Sellers, on or prior to the Closing Date, of the following further conditions:

(a)    Performance. All of the agreements and covenants of Purchaser to be performed prior to the Closing pursuant to this Agreement shall have been duly performed in all material respects.

(b)    Representations and Warranties. The representations and warranties of Purchaser contained in Article V, taken as a whole, shall be true and correct in all material respects at and as of the Closing Date (or if such representations or warranties are made as of a specified date, as of such specified date) as if made at and as of such date.

(c)    Closing Deliverables. Purchaser shall have delivered or caused to be delivered to Sellers the items set forth in Section 2.2(c).

7.4    Frustration of Closing Conditions. Neither Purchaser nor any Seller may rely on the failure of any condition set forth in this Article VII to be satisfied if such failure were caused by such party’s failure to act in good faith or such party’s failure to comply with Section 6.3.

ARTICLE VIII

INDEMNIFICATION; REMEDIES

8.1    General Indemnification by Sellers. Following the Closing, and subject to the provisions of this Article VIII, Sellers shall, jointly and severally, indemnify and hold harmless Purchaser and its Representatives and Affiliates (including the Purchased Companies after Closing) (collectively, the “Purchaser Indemnified Persons”) for, and shall pay to the Purchaser Indemnified Persons the amount of, any loss, liability, claim, damage, cost, penalty, fine, judgment, expense (including reasonable out-of-pocket attorneys’ fees), whether or not involving a Third Party claim (collectively, “Damages”), arising out of or resulting from: (a) any breach of any representation or warranty made by any Seller in this Agreement; and (b) any breach by any Seller of any covenant or obligation of any Seller in this Agreement. Sellers have not given any representations or warranties with respect to terminations of grants of Copyrights pursuant to 17 U.S.C. Section 203 or Section 304, or the exercise of any rights thereunder, by any Person. Sellers shall have no liability with respect to claims for Damages or indemnification by any Purchaser Indemnified Persons concerning any such rights or the exercise thereof, under 17 U.S.C. Section 203 or Section 304.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 39 -


8.2    Tax Indemnification by Sellers. After Closing, Sellers shall, jointly and severally, indemnify the Purchaser Indemnified Persons, and hold them harmless from and against (a) all Taxes, including unemployment insurance premiums (or the non-payment thereof), of the Purchased Companies for the Pre-Closing Period and (b) any and all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any Purchased Company is or was a member during the Pre-Closing Period, including pursuant to IRS regulation §1.1502-6 or any analogous or similar state, local or non-U.S. law or regulation.

8.3    Indemnification by Purchaser. Following the Closing, Purchaser shall indemnify and hold harmless Sellers and each of their Representatives and Affiliates (including the Purchased Companies prior to Closing) (collectively, the “Seller Indemnified Persons”) for, and shall pay to the Seller Indemnified Persons the amount of any Damages arising out of or resulting from (a) any breach of any representation or warranty made by Purchaser in this Agreement, or (b) any breach by Purchaser of any covenant or obligation of Purchaser in this Agreement.

8.4    Time Limitations. Sellers will not be liable (for indemnification or otherwise) with respect to any representation or warranty, or covenant or obligation to be performed and complied with prior to the Closing Date, other than those in Sections 4.1, 4.2(a), 4.3, 4.4, and 4.12 (the “Fundamental Reps”), or Sections 4.7, 4.13 or 4.19 (the “Designated Reps”), unless [***] of the Closing Date, Purchaser notifies Sellers in writing of a claim. A claim with respect to the Fundamental Reps may be made by Purchaser at any time [***]. A claim with respect to the Designated Reps may be made by Purchaser at any time [***]. If the Closing occurs, Purchaser will not be liable (for indemnification or otherwise) with respect to any representation or warranty, or covenant or obligation to be performed and complied with prior to the Closing Date, unless, [***], a Seller notifies Purchaser in writing of a claim. All claims shall specify the factual basis of that claim in reasonable detail to the extent then known by such party initiating the claim. Each of the covenants and agreements of the Sellers set forth in this Agreement shall expire on the Closing Date; provided that the covenants and agreements contained herein requiring performance after the Closing Date shall survive in accordance with their terms.

8.5    Limitations on Amount.

(a)    In no event shall either party have the right to loss of profits or consequential, incidental, special or punitive damages of any kind whatsoever.

(b)    Sellers shall have no liability with respect to claims for indemnification by the Purchaser Indemnified Persons, and Purchaser shall have no liability with respect to claims for indemnification by the Seller Indemnified Persons, until (and only to the extent that) the total of all Damages with respect to claims for indemnification under this Agreement and/or under the Strawberry Shortcake Transaction Agreement, in the aggregate, exceed an amount equal to [***] (the “Basket”), which amount shall be treated as a deductible for purposes of this Article VIII.

(c)    In no event shall the Purchaser Indemnified Persons or Seller Indemnified Persons, as the case may be, be entitled to recover Damages from the other in excess of an amount equal to twenty five million dollars ($25,000,000) in the aggregate with respect to claims for indemnification under this Agreement and/or under the Strawberry Shortcake Transaction Agreement (the “Cap”), provided that the Cap shall be reduced from time to time to reflect payments for indemnification for which the Cap applies.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 40 -


(d)    The Purchaser Indemnified Persons’ right to indemnification shall be reduced to the extent that the subject matter of any claim is covered by and payable pursuant to any insurance policy, warranty or indemnification from a Third Party.

(e)    No party hereto shall be obligated to indemnify any other Person with respect to (i) any representation, warranty, covenant or condition specifically waived in writing by the other party on or prior to the Closing or (ii) any Damages with respect to any matter if and to the extent such matter was included in the calculation of the Working Capital Adjustment pursuant to Section 3.2.

(f)    Subject to Section 10.10, and except with respect to any claim for fraud, the remedies provided in this Article VIII shall be exclusive and shall preclude other remedies that may be available to Sellers, Purchaser, the Seller Indemnified Persons or the Purchaser Indemnified Persons.

(g)    Notwithstanding anything in this Section 8.5 to the contrary, neither the Basket nor the Cap shall apply to Damages arising out of or related to (i) breaches by any Seller of any Fundamental Rep, (ii) matters covered by Section 8.1(b), Section 8.2 or Section 8.3(b) or (iii) actual fraud; provided, however, that in no event shall the Purchaser Indemnified Persons be entitled to recover Damages from Sellers with respect to the matters described in the immediately preceding clauses (i) and (ii) in an aggregate amount, together with all other claims for Damages paid or payable under this Article VIII, in excess of the Purchase Price.

8.6    Procedure for Indemnification — Third Party Claims.

(a)    Promptly after receipt by a party indemnified under Section 8.1, 8.2 or 8.3 of notice of the commencement of any Proceeding against it, by a Third Party, any indemnified party will, if a claim is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified party’s failure to give such notice.

(b)    If any Proceeding referred to in Section 8.6(a) is brought against an indemnified party and it gives written notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party may elect to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party (unless the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate under applicable standards of legal ethics) and, after written notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party shall not, as long as it diligently conducts such defense, be liable to the indemnified party under this Article VIII for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding. If the indemnifying party assumes the defense of a Proceeding, no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed) unless (i) the compromise or settlement does not involve any statement, finding or admission of any fault of, breach of Contract by, or violation of Law by, the indemnified party, and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party. If written notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within thirty (30) days after the indemnified party’s notice is given, give written notice to the indemnified party of its

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 41 -


election to assume the defense of such Proceeding, the indemnified party may assume control of the defense of such Proceeding with counsel of its own choosing, at the cost of the indemnifying party, and the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. This Section 8.6 shall not apply to Tax Contests, which shall be governed by Section 6.7(b).

(c)    Each party shall make available to the other all records and other materials reasonably required to contest any claim and shall cooperate fully with the other in the defense of all such claims. Information disclosed by one party to the other shall be kept confidential.

8.7    Adjustment to Purchase Price. The parties agree that any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, unless a Final Determination with respect to the indemnitee or any of its Affiliates causes any such payment not to be treated as an adjustment to the Purchase Price for federal income Tax purposes. For the purposes of this Agreement, “Final Determination” shall mean (a) with respect to federal income Taxes, a “determination” as defined in Section 1313(a) of the Code or execution of an IRS Form 870-AD and, (b) with respect to Taxes other than federal income Taxes, any final determination of liability in respect of a Tax that, under applicable Law, is not subject to further appeal, review or modification through a Proceeding or otherwise (including the expiration of a statute of limitations or a period for the filing of claims for refunds, amended Tax Returns or appeals from adverse determinations).

8.8    Damages. For purposes of determining the amount only of any Damages in connection with this Article VIII, all representations and warranties made by Sellers or Purchaser that are qualified by “material,” “Material Adverse Change” or “Material Adverse Effect” shall be deemed to be not so qualified.

ARTICLE IX

TERMINATION

9.1    Termination Events. This Agreement may be terminated and the Purchase may be abandoned, at any time prior to the Closing:

(a)    by mutual written consent of Sellers and Purchaser;

(b)    by either Sellers or Purchaser, if:

(i)    any court or other Governmental Entity shall have issued, enacted, entered, promulgated or enforced any Law or Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.1(b)(i) shall have complied with its obligations, if any, under Section 6.3; or

(ii)    the Closing Date shall not have occurred on or prior to the date that is ninety (90) days from the date of this Agreement (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.1(b)(ii) if such party is in material breach of this Agreement;

(c)    by Sellers, if: (i) any of the representations and warranties of Purchaser contained in Article V shall fail to be true and correct or (ii) there shall be a breach by Purchaser of any covenant or agreement of Purchaser in this Agreement that, in either case, (x) would result in the failure of a condition set forth in Section 7.3(a), Section 7.3(b), or Section 7.1(d) and (y) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the 30th day after written notice thereof is

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 42 -


given by Sellers to Purchaser and (2) the day that is five (5) Business Days prior to the End Date; provided, that Sellers may not terminate this Agreement pursuant to this Section 9.1(c) if any Seller is in material breach of this Agreement; or

(d)    by Purchaser, if: (i) any of the representations and warranties of any Seller contained in Article IV shall fail to be true and correct or (ii) there shall be a breach by any Seller of any covenant or agreement of Sellers in this Agreement that, in either case, (x) would result in the failure of a condition set forth in Section 7.2(a), Section 7.2(b) or Section 7.1(d) and (y) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the 30th day after written notice thereof is given by Purchaser to Sellers and (2) the day that is five Business Days prior to the End Date; provided, that Purchaser may not terminate this Agreement pursuant to this Section 9.1(d) if Purchaser is in material breach of this Agreement.

9.2    Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.1 by Purchaser, on the one hand, or Sellers, on the other hand, written notice thereof shall forthwith be given to the other party specifying the provision hereof pursuant to which such termination is made, and this Agreement shall be terminated and become void and have no effect and there shall be no Liability hereunder on the part of Sellers or Purchaser, except that this Article IX (Termination) and Article X (Miscellaneous) shall survive any termination of this Agreement. Nothing in this Section 9.2 shall relieve or release any party to this Agreement of any Liability or damages (which the parties hereto acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include to the extent proven the benefit of the bargain lost (taking into consideration relevant matters, including other combination opportunities and the time value of money) arising out of such party’s material breach of any provision of this Agreement).

9.3    No Recourse to Debt Financing Source. Notwithstanding anything herein to the contrary and subject to and without derogation of the rights of Purchaser and its Subsidiaries, Affiliates or Representatives under the Debt Commitment Letter (or Alternative Financing Commitment Letter, as applicable), or any Debt Financing Document, the Sellers and Iconix agree, on behalf of themselves and each of their former, current or future officers, directors, managers, employees, members, partners, stockholders, agents and other representatives and Affiliates (the “Applicable Parties”), that the Debt Financing Source and each of its respective former, current or future general or limited partners, stockholders, managers, members, agents, representatives and Affiliates and each of its successors and assigns, shall be subject to no liability or claims to the Applicable Parties in connection with financing any portion of the Debt Financing or Alternative Financing or in any way relating to this Agreement, any of the transactions contemplated hereby, the Debt Commitment Letter or the Debt Financing (or any Alternative Financing Commitment Letter or Alternative Financing, as applicable), whether at law, in equity, in contract, in tort or otherwise, and hereby waives any rights or claims and agrees not to commence any proceedings against such Persons in connection with this Agreement, any of the transactions contemplated hereby, the Debt Commitment Letter or the Debt Financing (or any Alternative Financing Commitment Letter or Alternative Financing, as applicable) and the Debt Financing Source, solely in their respective capacities as lenders or arrangers, shall not have any rights or claims against any Applicable Parties in connection with this Agreement, any of the transactions contemplated hereby, the Debt Commitment Letter or the Debt Financing (or any Alternative Financing Commitment Letter or Alternative Financing, as applicable). Nothing in this Section 9.3 shall in any way expand the circumstances in which Purchaser may be liable under this Agreement, any of the transactions contemplated hereby, the Debt Commitment Letter or the Debt Financing (or any Alternative Financing Commitment Letter or Alternative Financing, as applicable).

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 43 -


ARTICLE X

MISCELLANEOUS

10.1    Expenses. Except as otherwise provided in this Agreement, whether or not the Closing occurs, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such costs and expenses.

10.2    Extension; Waiver. Subject to the express limitations herein, the parties hereto may (a) extend the time for the performance of any of the obligations or other acts of the other party hereto, (b) waive any inaccuracies in the representations and warranties contained herein by the other party or in any document, certificate or writing delivered pursuant hereto by such other party or (c) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of any party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by or on behalf of such party. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed as a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right.

10.3    Notices. Except as otherwise provided herein, all notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier, facsimile or email transmission (in the case of telecopier, facsimile or email transmission, with copies by overnight courier service or registered mail) to the respective parties as follows (or, in each case, as otherwise notified by any of the parties hereto) and shall be effective and deemed to have been given (i) immediately when sent by telecopier, facsimile or email between 9:00 A.M. and 6:00 P.M. (New York City time) on any Business Day (and when sent outside of such hours, at 9:00 A.M. (New York City time) on the next Business Day) and (ii) when received if delivered by hand or overnight courier service or certified or registered mail on any Business Day:

(a)    If to Sellers or Iconix, to:

c/o Iconix Brand Group, Inc.

1450 Broadway, 3rd Floor

New York, New York 10018

Attention:    Jason Schaefer

Fax:             (212) 509-5150

email:           jschaefer@iconixbrand.com

with a copy (which shall not constitute notice or service of process) to:

White & Case LLP

1221 Avenue of the Americas

New York, New York 10020

Attention:    Nazim Zilkha

                    Daren Orzechowski

Fax:             (212) 354-8113

email:          nzilkha@whitecase.com; dorzechowski@whitecase.com

(b)    If to Purchaser or DHX, to:

DHX SSP Holdings LLC

c/o DHX Media Ltd.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 44 -


1478 Queen Street

Halifax, Nova Scotia B3J 2H7

Attention:    Mark Gosine

Fax:             (902) 422-0752

email:          mark.gosine@dhxmedia.com

with a copy (which shall not constitute notice or service of process) to:

Bryan Cave LLP

120 Broadway, Suite 300

Santa Monica, CA 90401

Attention:     David Andersen

Fax:              (310) 260-4161

email:           dgandersen@bryancave.com

Notices sent by multiple means, each of which is in compliance with the provisions of this Agreement will be deemed to have been received at the earliest time provided for by this Agreement.

10.4    Entire Agreement. This Agreement, together with the Exhibits hereto, the Sellers Disclosure Letter and the Purchaser Disclosure Letter, contains the entire understanding of the parties hereto with respect to the subject matter contained herein and supersedes all prior agreements and understandings, oral and written, with respect thereto, other than the Confidentiality Agreement. This Section 10.4 shall not be deemed to be an admission or acknowledgement by any of the parties hereto that any prior agreements or understandings, oral or written, with respect to the subject matter hereof exist, other than the Confidentiality Agreement.

10.5    Binding Effect; Benefit; Assignment.

(a)    This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors or assigns. Except with respect to Section 10.12, which shall inure to the benefit of the Releasees, all of whom are intended as express third-party beneficiaries thereof, and except as further set forth in Section 10.5(b), no other Person not party to this Agreement shall be entitled to the benefits of this Agreement. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other party.

(b)    The Debt Financing Source shall be third-party beneficiary of the provisions set forth in Section 9.3, Section 10.5(a), Section 10.6, Section 10.8 and Section 10.11.

10.6    Amendment and Modification. This Agreement may not be amended except by a written instrument executed by all parties to this Agreement. Section 9.3, Section 10.5(a), Section 10.5(b), Section 10.8, Section 10.11 and this Section 10.6 shall not be amended or otherwise modified in any way that adversely affects the rights of any Debt Financing Source without the prior written consent of the Debt Financing Source.

10.7    Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument. Signed counterparts of this Agreement may be delivered by facsimile and by scanned .pdf image.

10.8    Applicable Law.

THIS AGREEMENT AND THE LEGAL RELATIONS BETWEEN THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 45 -


OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS RULES THEREOF. THE STATE OR FEDERAL COURTS LOCATED WITHIN NEW YORK COUNTY IN THE STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY AND ALL DISPUTES BETWEEN THE PARTIES HERETO, WHETHER IN LAW OR EQUITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE AGREEMENTS, INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY AND THE PARTIES CONSENT TO AND AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS. EACH OF THE PARTIES HERETO HEREBY WAIVES AND AGREES NOT TO ASSERT IN ANY SUCH DISPUTE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT (A) SUCH PARTY IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, (B) SUCH PARTY AND SUCH PARTY’S PROPERTY IS IMMUNE FROM ANY LEGAL PROCESS ISSUED BY SUCH COURTS OR (C) ANY LITIGATION OR OTHER PROCEEDING COMMENCED IN SUCH COURTS IS BROUGHT IN AN INCONVENIENT FORUM. THE PARTIES HEREBY AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 10.3, OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF AND HEREBY WAIVE ANY OBJECTIONS TO SERVICE ACCOMPLISHED IN THE MANNER HEREIN PROVIDED.

10.9    Severability. If any term, provision, agreement, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, agreements, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic and legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party hereto. Upon such a determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.

10.10    Specific Enforcement; Limitation on Damages. The parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached or threatened to be breached and that an award of money damages would be inadequate in such event. Accordingly, it is acknowledged that the parties and the third-party beneficiaries of this Agreement shall be entitled to equitable relief, without proof of actual damages, including an Order for specific performance to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement (including any Order sought by the Company and/or Sellers to cause Purchaser to perform its agreements and covenants contained in this Agreement), in addition to any other remedy to which they are entitled at law or in equity as a remedy for any such breach or threatened breach. Each party further agrees that neither the other party nor any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 10.10, and each party hereto irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each party further agrees that the only permitted objection that it may raise in response to any action for equitable relief is that it contests the existence of a breach or threatened breach of this Agreement.

10.11    Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, AND SHALL CAUSE ITS SUBSIDIARIES AND AFFILIATES TO WAIVE, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 46 -


10.12    Release. Effective as of the Closing Date, Purchaser, on behalf of itself and its equityholders, Subsidiaries, Affiliates, Representatives, direct and indirect parent companies, managers, officers and directors, and each of their respective successors and assigns (each a “Releasor”), hereby releases, acquits and forever discharges, to the fullest extent permitted by Law, each Seller and its past, present and future equityholders, Subsidiaries, Affiliates, Representatives, direct and indirect parent companies, managers, officers and directors (each, a “Releasee”) of, from and against any and all actions, causes of action, claims, demands, damages, judgments, Liabilities, debts, dues and suits of every kind, nature and description whatsoever, arising out of such Seller’s ownership of the Peanuts Interests and IBG Interests and operation of the Businesses, which such Releasor ever had, now has or may have on or by reason of any matter, cause or thing whatsoever on or prior to the Closing Date. Each Releasor agrees not to, and agrees to cause its respective equityholders, Subsidiaries, Affiliates and Representatives, and each of their respective successors and assigns, not to, assert any claim against the Releasees. Notwithstanding the foregoing, Purchaser does not release its rights and interests under this Agreement or the Confidentiality Agreement.

10.13    Rules of Construction. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and have participated jointly in the drafting of this Agreement and, therefore, waive the application of any Law, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

10.14    Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

[Remainder of Page Intentionally Left Blank]

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

- 47 -


IN WITNESS WHEREOF, Purchaser and Sellers have caused this Agreement to be duly executed by their respective officers thereunto duly authorized, all as of the date first above written.

 

IBG BORROWER LLC
By:  

/s/ Jason Schaefer

  Name: Jason Schaefer
  Title:   Vice President and Secretary
ICON NY HOLDINGS LLC
By:  

/s/ John N. Haugh

  Name: John N. Haugh
  Title:   Manager
DHX SSP HOLDINGS LLC
By:  

/s/ Dana Landry

  Name: Dana Landry
  Title:   CEO

 

Solely for Purposes of Section 3.3:
DHX MEDIA LTD.
By:  

/s/ Dana Landry

  Name: Dana Landry
  Title:   CEO
Solely for Purposes of Section 3.4:
ICONIX BRAND GROUP, INC.
By:  

/s/ John N. Haugh

  Name: John N. Haugh
  Title:   President and CEO

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

Signature Page to Membership Interest Purchase Agreement


Exhibit A

Form of Release

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

A-1


RELEASE OF CLAIMS

This Release of Claims (this “Release”) is made and entered into as of [•], 2017 by and among Icon NY Holdings LLC, a Delaware limited liability company, and IBG Borrower LLC, a Delaware limited liability (collectively, the “Sellers”, and each, individually, a “Seller”), on the one hand, and DHX SSP Holdings LLC, a limited liability company organized under the Laws of the State of Delaware (“Purchaser”), on the other hand.

WHEREAS, Sellers are each a party to that certain Membership Interest Purchase Agreement, dated as of May 9, 2017, by and among Purchaser, Sellers and, solely for purposes of Section 3.3 and Section 3.4 thereof, DHX Media Ltd. and Iconix Brand Group, Inc. respectively (the “Purchase Agreement”);

WHEREAS, this Release is being executed and delivered to Purchaser in connection with the Purchase Agreement in order to induce Purchaser to enter into the transactions contemplated thereby; and

WHEREAS, unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in the Purchase Agreement.

NOW, THEREFORE, in consideration of the covenants and obligations set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.     Release. Each Seller, for itself and on behalf of its members, managers, officers, directors, agents, representatives, successors, assigns and Affiliates (other than the Purchased Companies) (collectively, the “Releasing Parties”), hereby releases, remises and forever discharges each of the Purchased Companies and their respective successors and assigns (the “Released Parties”) from any and all actions, causes of action, claims, demands, rights, suits, accountings, debts, dues, accounts, bonds, covenants, contracts, agreements, duties and obligations of any kind or nature, known or unknown, whether at law or in equity, by reason of any matter or thing that either Seller has, had or may have relating to the Businesses and arising out of facts and circumstances that existed on or prior to the date hereof against any of the Released Parties (collectively, “Claims”); provided, however, that this Release shall specifically exclude any Claims relating to or arising from the obligations of any of the Released Parties as set forth in the Purchase Agreement or any document or agreement to which any of the Released Parties are party and contemplated to be entered into pursuant to the Purchase Agreement or otherwise entered into in connection with the transactions contemplated by the Purchase Agreement.

2.     Status of Claims. Each Seller represents and warrants that it has not assigned or transferred, or purported to assign or transfer to any Person, any right, title or interest in or to the Claims.

3.     Binding on Successors. The benefits and burdens created by this Release shall inure to the benefit of, and shall be binding upon, the successors, assigns, representatives and beneficiaries of the parties hereto.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

A-2


4.     Governing Law. This Release shall be governed in all respects by the laws of New York, without regard to conflicts of law principles.

5.     Amendment and Waiver. Any amendment to or modification of this Release, or any waiver of any term or condition set forth herein, shall be effective only if in writing signed by each of the parties hereto. Except to the extent otherwise expressly set forth in writing, a waiver of any breach or failure to enforce any of the terms or conditions of this Release shall not in any way affect, limit or waive a party’s rights hereunder at any time to enforce strict compliance thereafter with every term or condition of this Release.

6.     Severability. If any term or provision of this Release or the application thereof to any circumstance shall, in any jurisdiction, be invalid or unenforceable, such term or provision shall be ineffective as to such jurisdiction to the extent of such invalidity or unenforceability, without invalidating or rendering unenforceable (i) such term or provision in any other jurisdiction, (ii) the remaining terms and provisions of this Release or (iii) the application of such terms and provisions to circumstances other than those as to which such term or provision has been held invalid or unenforceable.

7.     Counterparts. This Release may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

8.     Purchase Agreement Controls. In the event that any term or condition contained herein conflicts with any term or condition contained in the Purchase Agreement, the terms and conditions contained in the Purchase Agreement shall prevail.

IN WITNESS WHEREOF, the parties have caused this Release to be duly executed as of the date first written above.

 

ICON NY HOLDINGS LLC
By:  

 

Print Name:  

 

Title:  

 

IBG BORROWER LLC
By:  

 

Print Name:  

 

Title:  

 

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

A-3


DHX SSP HOLDINGS LLC
By:  

 

Print Name:  

 

Title:  

 

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

A-4


Exhibit B

Form of Transition Services Agreement

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

B-1


TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (this “Agreement”), is made as of [_________], 2017, by and between Iconix Brand Group, Inc., a corporation organized under the Laws of the State of Delaware (“Iconix”), and DHX SSP Holdings LLC, a limited liability company organized under the Laws of the State of Delaware (“Purchaser”). Iconix and Purchaser are sometimes referred to in this Agreement collectively as the “Parties” and individually as a “Party”.

RECITALS

WHEREAS, pursuant to that certain Membership Interest Purchase Agreement, dated as of May 9, 2017 (the “Peanuts Purchase Agreement”), by and among Icon NY Holdings LLC, a Delaware limited liability company, and IBG Borrower LLC, a Delaware limited liability company (collectively, “Sellers”) and Iconix, solely for the purposes of Section 3.4 of the Peanuts Purchase Agreement, on the one hand, and Purchaser and DHX Media Ltd., solely for the purposes of Section 3.3 of the Peanuts Purchase Agreement, on the other hand, Sellers sold to Purchaser, and Purchaser purchased from Sellers, on or about the date hereof, the Peanuts Interests and the IBG Interests, as provided in the Peanuts Purchase Agreement;

WHEREAS, pursuant to that certain Membership Interest Purchase Agreement, dated as of May 9, 2017 (the “SSC Purchase Agreement”), by and among IBG Borrower LLC, a Delaware limited liability company (“SSC Seller”) and Iconix, solely for the purposes of Section 3.4 of the SSC Purchase Agreement, on the one hand, and Purchaser and DHX Media Ltd., solely for the purposes of Section 3.3 of the SSC Purchase Agreement, on the other hand, SSC Seller sold to Purchaser, and Purchaser purchased from SSC Seller, on or about the date hereof, all of the issued and outstanding membership interests of Shortcake IP Holdings LLC (the “SSC Purchased Company”), as provided in the SSC Purchase Agreement;

WHEREAS, the IBG Business, Peanuts Business and the business of the SSC Purchased Company (the “SSC Business” and together with the IBG Business and Peanuts Business, collectively, the “Businesses” and each a “Business”) were, prior to the Closing, operated by the Purchased Companies, the SSC Purchased Company, Iconix, Sellers and SSC Seller utilizing shared resources;

WHEREAS, in connection with the transactions contemplated by the Peanuts Purchase Agreement and the SSC Purchase Agreement, Iconix has agreed to provide, or cause to be provided, certain transition services to the Purchased Companies and the SSC Purchased Company, in each case on a transitional basis and upon the terms and subject to the conditions set forth herein; and

WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Peanuts Purchase Agreement.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

B-2


AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

 

1. Transition Services.

(a)        During the Term (as defined below) and subject to the terms and conditions of this Agreement, Iconix shall provide, or cause to be provided, the services set forth on Schedule A attached hereto (the “Transition Services”) to the Purchased Companies and the SSC Purchased Company in support of the Businesses. All of the Transition Services shall be provided in accordance with the terms, limitations and conditions set forth herein and on Schedule A. Purchaser shall not resell or assign any of the Transition Services to any Third Party whatsoever or permit the use of the Transition Services by any Third Party other than the Purchaser, the Purchased Companies, the SSC Purchased Company and DHX, in each case in connection with the conduct of the Businesses.

(b)        Iconix shall perform, or shall cause to be performed, the Transition Services in a timely and professional manner, at a level of service consistent with that provided by Iconix or its Affiliates to the Businesses immediately preceding the Closing, and in accordance with the specifications set forth with respect to such Transition Service on Schedule A. Iconix shall have the right, in its reasonable discretion and subject to Section 7 of this Agreement, to designate which personnel shall be assigned to perform the Transition Services, and shall have the right, in its reasonable discretion and upon ten (10) days’ prior written notice to Purchaser (provided doing so is practical under the circumstances), to remove and replace any such personnel. Subject to Section 7 of this Agreement, Iconix shall determine the means and resources used to provide the Transition Services and may upon ten (10) days’ prior written notice to Purchaser (provided doing so is practical under the circumstances), elect to modify or replace at any time (i) its policies and procedures, (ii) any Third Party that provides any Transition Services, (iii) the location from which any Transition Service is provided, or (iv) the intellectual property rights, information technology, products and services used to provide the Transition Services. Subject to the foregoing, Iconix shall assign, or shall cause to be assigned, as applicable, such sufficient resources and qualified personnel as may be reasonably required to perform the Transition Services in accordance with the terms and conditions of this Agreement.

(c)        Purchaser acknowledges and agrees that Iconix’s performance of the Transition Services is subject to the cooperation of Purchaser, the Purchased Companies, and the SSC Purchased Company and the timely performance of actions by Purchaser, the Purchased Companies, and the SSC Purchased Company is necessary to allow performance of the Transition Services. In furtherance of the foregoing, Purchaser agrees that Iconix shall not be deemed to be in breach of its obligations hereunder to the extent a failure to perform such obligations is caused by any failure or delay of the Purchaser, a Purchased Company, or the SSC Purchased Company to satisfy the foregoing obligations. Neither Iconix nor any of its Affiliates shall be liable for any action or inaction to the extent taken or omitted to be taken by it pursuant to the instructions received from Purchaser, a Purchased Company, and/or the SSC Purchased Company.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

B-3


(d)        Iconix represents, warrants and agrees that the Transition Services shall be provided to Purchaser in good faith, in accordance with Law and in a manner consistent with the historical provision of the Transition Services and with the same standard of care as historically provided when the services were rendered on behalf of Iconix or its Affiliates, which shall be no less than a reasonable standard of care.

(e)        During the Term, Iconix and Purchaser shall, and shall cause their respective Affiliates, as applicable, to cooperate reasonably and in good faith in all matters relating to the provision and receipt of the Transition Services. Purchaser acknowledges and agrees that Iconix and its Affiliates are not in the business of providing services to Third Parties, and the Transition Services provided hereunder are transitional in nature and are furnished by Iconix and its Affiliates solely for the purpose of facilitating the orderly transition of the Purchased Companies and SSC Purchased Company to Purchaser. Purchaser acknowledges and agrees that the Transition Services provided hereunder shall not be deemed to be exclusive, and Iconix or its Affiliates may be providing similar services, and/or services that involve the same resources as those used to provide the Transition Services, to other Persons, Iconix and/or its Affiliates.

(f)        Purchaser acknowledges and agrees that certain of the Transition Services have been, and will continue to be, provided (in accordance with this Agreement) to Purchaser by Third Parties designated by Iconix. To the extent so provided, Iconix shall use commercially reasonable efforts and shall reasonably consult and cooperate with Purchaser to (i) cause such Third Parties to provide such Transition Services under this Agreement, and/or (ii) enable Purchaser to avail itself of such Transition Services; provided, however, that if any such Third Party is unable or unwilling to provide any such Transition Services notwithstanding such efforts by Iconix, Iconix shall use its commercially reasonable efforts to determine the alternative manner in which such Transition Services can best be provided; and provided, further, that nothing in the preceding sentence shall require Iconix or any of its Affiliates to commence any legal proceeding or other action in connection with its enforcement of its rights under any contract with a Third Party.

(g)        Purchaser acknowledges that Iconix and its Affiliates will not be obligated to perform any Transition Service after the expiration of such Transition Service as set forth on and subject to Schedule A; provided, however, that if fifteen (15) days prior to such expiration date Purchaser notifies Iconix in writing of Purchaser’s desire that Iconix or its Affiliates continue to perform such Transition Service following the applicable expiration date and Iconix desires to continue to provide such Transition Service, Iconix will negotiate with Purchaser in good faith as to an extension of the time period during which such Transition Service will be provided and the terms and conditions (including applicable fees) of the continued provision of such Transition Service. Notwithstanding the foregoing but subject to the terms and conditions herein, if Iconix materially breaches Section 1(b) of this Agreement before the expiration of the applicable Transition Service, and Purchaser notifies Iconix accordingly and sets forth with specificity the deficiency before the expiration, Iconix shall promptly correct such deficiency even if the applicable Transition Service has expired.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

B-4


(h)        During the Term, if Purchaser desires Iconix or any of its Affiliates to perform or cause to be performed a service that is not described on Schedule A as of the Closing Date which (i) was provided by Iconix or its Affiliates to any of the Businesses prior to the Closing, and (ii) is reasonably necessary for the continued conduct of such Business by Purchaser consistent with the manner in which such Business was conducted by Iconix and its Affiliates prior to the Closing (a “Requested Service”), Purchaser shall deliver a written notice to Iconix requesting the Requested Service, including a reasonable description of the Requested Service. Iconix may, solely at its option, determine whether any Requested Service will be provided and, if Iconix agrees that the Requested Service will be provided, the terms and conditions (including applicable fees) of such Requested Service shall be negotiated in good faith by the Parties. Any such Requested Service so provided by Iconix shall constitute Transition Services under this Agreement and shall be subject in all respect to the provisions of this Agreement as if fully set forth on Schedule A as of the Closing.

(i)        Iconix shall make available on a timely basis to Purchaser all information and materials reasonably requested by Purchaser, to the extent that such information and materials are reasonably necessary for the operation of the Businesses or relate to the receipt of the Transition Services by Purchaser, the Purchased Companies or the SSC Purchased Company.

2.            Third Party Consents and Notices. If there is either a notice required to be given to any Third Party or any consent from any Third Party is needed, in each case in connection with the provision of any Transition Service (including in connection with granting Purchaser a license or sublicense to any Third-Party intellectual property or software) (any such notice or consent, a “Necessary Notice and Consent”), Iconix shall use commercially reasonable efforts to provide such notices and obtain such Necessary Notice and Consent in order to provide such Transition Service and in the event that any such Necessary Notice and Consent is not obtained then, unless and until such Necessary Notice and Consent is obtained, the Parties shall cooperate with each other in achieving a reasonable alternative arrangement to the affected Transition Services that does not materially increase the costs to Iconix or its Affiliates or Purchaser in providing or receiving such Transition Services, as applicable; provided that Iconix shall not be required to commence or participate in any litigation to obtain any Necessary Notice and Consent or pay any additional amounts that materially increase the cost of providing the Transition Services. Neither Iconix nor any of its Affiliates shall be deemed to be in breach of this Agreement if it fails to perform based on a reasonable belief that it does not have the necessary licenses or rights to Third Party software or technology.

 

3. Fees; Expenses.

(a)        With respect to each Transition Service, Purchaser shall pay Iconix the service fee or other fees (“Fees”), if any, specified for such Transition Service on Schedule A for each month during which such Transition Service is provided hereunder. Purchaser agrees to pay to Iconix amounts equal to any sales, services or other Taxes that Purchaser (or its Affiliates) is required to withhold from the Fees and remit to a Governmental Entity. The Parties hereto further agree that no Party hereto shall be required to pay any personal property Taxes of the other Party hereto on property owned or leased by a Party hereto.

(b)        Purchaser shall reimburse Iconix for any reasonable documented out-of-pocket expenses payable to Third Parties, including all travel expenses, which are incurred by Iconix or its Affiliates in connection with its provision of the Transition Services (“Expenses”); provided, however, that any Expense greater than $1,000 USD shall only be reimbursed upon Purchaser’s prior written approval of such Expense.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

B-5


(c)        In addition to any amounts otherwise due Iconix as set forth on Schedule A, Iconix shall submit an accounting and invoice to Purchaser for all other amounts due to Iconix pursuant to this Section 3 as of the end of each calendar month included in the Term and such other amounts shall be paid to Iconix within thirty (30) days of Purchaser’s receipt of the invoice. Promptly following Purchaser’s receipt of a monthly invoice, Purchaser shall within twenty (20) days of receipt of Iconix’s invoice notify Iconix in writing of any amounts billed to it that are in dispute. Upon receipt of such notice, Iconix shall research the items in question in a reasonably prompt manner and cooperate to resolve any differences with Purchaser. In the event that the Parties mutually agree that any amount to the extent paid by Purchaser was not properly owed, Iconix will refund that amount to Purchaser within thirty (30) days of the delivery of such notice (or, alternatively, Iconix may deduct the dollar amount from the next monthly invoice submitted to the Purchaser).

 

4. Term and Termination.

(a)        The term of this Agreement shall commence on the Closing Date and shall terminate as of the date that the provision of all Transition Services has expired (including any extension) unless earlier terminated in accordance with the terms of this Agreement, including Section 10 and Schedule A (the “Term”).

(b)        Schedule A sets forth the expiration date for each Transition Service and any extension option with respect to such Transition Service.

(c)        Except for Section 7 of the this Agreement, which it may not terminate, Purchaser may terminate any individual Transition Service upon thirty (30) days prior written notice to Iconix; provided that such termination will not cause or contribute to Purchaser’s breach of Section 7 of this Agreement. After termination of such Transition Services, Purchaser shall remain obligated to pay any Fees owed in connection with terminated Transition Services rendered but not paid prior to termination.

(d)        Except for Section 7 of this Agreement, which it may not terminate, Iconix may terminate any individual Transition Service by giving written notice to Purchaser if Purchaser has taken any action or made any omission making it impossible or commercially unreasonable for Iconix to provide such Transition Service and Purchaser shall have failed to remedy such situation within fifteen (15) days after receipt of written notice thereof from Iconix.

(e)        This Agreement may be terminated by either Party upon thirty (30) days prior written notice if the other Party is declared insolvent or bankrupt, or makes an assignment for the benefit of creditors, or a receiver is appointed or any proceeding is demanded by, for or against the other under any provision of the Federal Bankruptcy Act.

(f)        Without limiting Purchaser’s rights under Section 1(g) above, either Party may terminate this Agreement by giving written notice to the other Party if such other Party is in material breach hereof and shall have failed to cure such breach within fifteen (15) days after receipt of written notice thereof from the non-breaching Party. Any termination of this Agreement pursuant to Sections 4(c)-(f) shall be without prejudice to any rights or obligations of the Parties hereto accruing prior to such termination including the right to payment of unpaid Fees and reimbursable Expenses owing for Transition Services performed prior to termination.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

B-6


(g)        Sections 5 (Intellectual Property Rights), 7(c)-(i) (Employees), 8 (Confidentiality), 9 (Limitation of Liability; Indemnification), and 11 through 21 (Miscellaneous) shall survive any termination or expiration of this Agreement.

 

5. Intellectual Property Rights.

(a)        Except as otherwise expressly set forth herein, as among Purchaser and Iconix (and their respective Affiliates), Purchaser and Iconix (and their respective Affiliates) shall each remain the exclusive owner of all right, title and interest throughout the world in and to all their respective intellectual property provided to, or made available to, one another in connection with the performance of the Transition Services, including without limitation, any information system, software, computer network, database or data file owned, licensed, leased or provided by or for a Party or any of its Affiliates which is used by a Party or any of its Affiliates or any Third Party on behalf of such Party, each as modified, maintained or enhanced from time to time. Notwithstanding anything to the contrary hereunder, each Party agrees to cooperate with the other (and shall cause its Affiliates and Third Party suppliers to so cooperate) to cause the orderly return of the other Party’s intellectual property upon the termination of this Agreement or upon written request consistent with this Agreement, whichever is earlier.

(b)        Purchaser, for itself and on behalf of its Subsidiaries, including the Purchased Companies and the SSC Purchased Company, hereby grants to Iconix and its Subsidiaries (to the extent they are providing Transition Services), and Iconix hereby accepts, a royalty-free, fully-paid up, non-exclusive, non-transferable, non-sublicensable, right and license during the Term to use all intellectual property and proprietary rights owned or controlled (to the extent sublicenseable without consent from a Third Party) by Purchaser or any of its Subsidiaries solely to the extent necessary to permit Iconix and its Subsidiaries to perform its obligations under this Agreement.

(c)        Iconix hereby grants to Purchaser and its Subsidiaries, including the Purchased Companies and the SSC Purchased Company, and Purchaser hereby accepts, a royalty-free, fully-paid up, non-exclusive, non-transferable, non-sublicensable, right and license during the Term to use all intellectual property and proprietary rights owned or controlled (to the extent sublicenseable without consent from a Third Party) by Iconix or any of its Subsidiaries solely as necessary to receive the Transition Services, under this Agreement.

(d)        Purchaser and its Affiliates shall own all right, title and interest in and to or otherwise have the right to use any data, information, records, reports and other deliverables (i) provided by Purchaser and/or its Affiliates to Iconix and/or its Affiliates (excluding, for the avoidance of doubt, any data, information, records, reports or other deliverables that were previously received from, or generated by, Iconix and/or its Affiliates not in connection with any of Purchaser’s Transition Services), or (ii) generated, transmitted or maintained pursuant to a Transition Service on behalf of Purchaser and/or its Affiliates (the data, information, records, reports and other deliverables described in clauses (i) and (ii), collectively, “Service Data”). Iconix hereby, on its behalf and on behalf of its Affiliates, assigns to Purchaser or its designee any and all right, title and interest that Iconix may have or acquire in or to any such Service Data. As soon as is reasonably practicable following the reasonable request of Purchaser or its Affiliates or the termination of any Transition Service pursuant to the terms of this Agreement, Iconix shall use commercially reasonable efforts to deliver to Purchaser or its designee in a commercially reasonable manner the Service Data reasonably requested or related to such terminated Service that remains in the possession of Iconix.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

B-7


6.            Insurance. Iconix shall maintain, during the Term, such insurance policies issued by reputable insurance providers in types and amounts that it reasonably believes are customary for companies in the same or similar businesses of similar size operating in the same or similar locations as Iconix.

7.            Employees.

(a)        All employees and representatives of a Party hereto and any of its Affiliates will be deemed for all purposes of employment, including for purposes of compensation and employee benefits, to be employees or representatives of such Party or its Affiliates (or its subcontractors) and not employees or representatives of the other Party hereto or any of the other Party’s Affiliates. In providing the Transition Services, Iconix’s employees and representatives, including the Transition Services Employees (as defined below), will be under the direction, control and supervision of Iconix or its Affiliates, and shall be solely the common law employees of Iconix or its Affiliates, and not of Purchaser. Unless agreed to otherwise by the Parties or otherwise expressly set forth herein, Iconix or its Affiliates will have the sole right to exercise all authority with respect to the employment, assignment and direction of its employees and representatives, and Iconix shall be solely responsible for the acts or omissions of such employees and representatives when acting in the course of their employment. Iconix or its Affiliates shall have the sole responsibility to employ, pay, supervise, direct and discharge all of such employees and representatives providing the Transition Services hereunder, except as otherwise set forth on Schedule A; provided, however, that neither Iconix nor its Affiliates may increase the compensation or benefits payable or provided to a Transition Services Employee without Purchaser’s prior written consent. Iconix or its Affiliates shall be exclusively responsible for the payment of all direct or indirect compensation for any such employees and representatives assigned to perform Transition Services under this Agreement.

(b)        Iconix and its Affiliates will assign to the performance of the Transition Services such of its employees and other Persons as are required to cause the Transition Services to be performed in accordance with the standards and level of service specified in Section 1(b). Of such Persons performing the Transition Services, the employees of Iconix and its Affiliates who are listed in Schedule B to this Agreement will be eligible to receive offers of employment from Purchaser (or an Affiliate of Purchaser) in accordance with the provisions of Section 7(c) (such employees listed in Schedule B or in any update thereto mutually agreed by the Parties in writing, the “Transition Services Employees”). Nothing in this Agreement shall affect the right of Iconix to terminate the employment of any Transition Services Employee for any reason or at any time during the Term and Iconix shall have the right at all times to make such employment decisions regarding Transition Services Employees as it shall deem appropriate, provided that Iconix will use reasonable efforts to consult with Purchaser regarding such employment decisions with respect to the Transition Services Employees and to provide prior written notice of the removal and replacement of the personnel performing Transition Services, as set forth in Section 1(b).

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

B-8


(c)        At any time prior to the date that is the earliest of ninety (90) days following the Closing or the expiration or termination of this Agreement (“Termination Date”), Purchaser (or an Affiliate of Purchaser) may make a job offer (a “Job Offer”) to any or all of the Transition Services Employees. Each Job Offer shall be reflected in a written offer letter and shall (i) advise the Transition Services Employee of the terms and conditions of his or her position with Purchaser or its Affiliates, and (ii) provide for compensation and benefits in accordance with Purchaser’s (or its Affiliate’s) policies and procedures. The Transition Services Employees who accept a Job Offer are referred to herein as the “Continuing Employees.” The employment with Purchaser of each Continuing Employee shall be effective upon the employment start date specified in such individual’s Job Offer (the “Start Date”), provided that such date shall be no later than the Termination Date.

(d)        Each Continuing Employee shall cease to be an employee of Iconix or its Affiliates, effective as of such individual’s Start Date, and shall cease to participate in all “employee benefit plans” within the meaning of Section 3(3) of ERISA and any other compensation or benefit plans of Iconix or its Affiliates providing benefits to any Business Employees (collectively, the “Iconix Plans”), effective as of such date as is specified under the terms of the applicable Iconix Plan or, if no such date is specified, such individual’s Start Date. Purchaser shall not assume any of the Iconix Plans. Purchaser shall provide each Continuing Employee with the ability to participate in Purchaser’s (or its Affiliate’s) employee benefit plans and programs (including health plans, dental plans and retirement savings plans) in accordance with Purchaser’s (or its Affiliate’s) policies and procedures and subject to the terms and conditions of such plans.

(e)        Purchaser acknowledges that Iconix and its Affiliates may terminate the employment of each Transition Services Employee who is not a Continuing Employee, effective as of the Termination Date, and agrees (except as provided in the next sentence) to promptly reimburse Iconix and/or its designated Affiliate(s) for [***] of the severance costs (including those relating to any severance benefits), as set forth on Schedule B hereto, arising out of or in connection with such termination of employment, provided that Purchaser shall not be responsible for any such costs in connection with any such Transition Services Employee whose employment is terminated more than thirty (30) days after the Termination Date. For the avoidance of doubt, the foregoing reimbursement obligation of Purchaser shall, in the case [***], be limited to the amounts set forth in the first paragraph under the heading “Severance” in the offer letter, dated December 7, 2016, between [***] and Iconix.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

B-9


(f)        For any Continuing Employee terminated by Purchaser, Purchaser shall, or shall cause one of its Affiliates to, offer continuing group health plan coverage to the Continuing Employee required by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). Iconix shall, or shall cause an Affiliate of Iconix to, provide the required COBRA notices and shall offer COBRA continuation coverage to any Transition Services Employee who does not accept a Job Offer from Purchaser, or who is terminated pursuant to Section 7(e) of this Agreement, and who experiences a COBRA qualifying event (as defined under COBRA), as well as to all qualified beneficiaries (as defined under COBRA) of such Transition Services Employee.

(g)        Iconix, its Affiliates and the Iconix Plans they sponsor and/or maintain (or their insurers) shall be solely responsible for all claims for compensation and benefits of Transition Services Employees who as of their respective Start Dates are receiving long-term disability benefits under such Iconix Plans or who prior to their respective Start Dates experience a disabling event for which short-term or long-term disability payments thereafter become payable. Purchaser and its Affiliates (or their insurers) shall be solely responsible for all claims for compensation and benefits of Continuing Employees who on or after their respective Start Dates experience a disabling event for which short-term or long-term disability payments thereafter become payable.

(h)        Iconix and its Affiliates and their workers’ compensation insurer shall be solely responsible for all claims of each Transition Services Employee for workers’ compensation benefits arising out of occurrences prior to such individual’s Start Date, if any. Purchaser and its Affiliates and their workers’ compensation insurer shall be solely responsible for all claims of each Continuing Employees for workers’ compensation benefits arising out of occurrences on or after such individual’s Start Date.

(i)        During the Term and for a period of twelve (12) months following the Termination Date, neither Party (nor any of its Affiliates) may, without the other Party’s prior written consent, solicit for hire or employment any officer or employee of the other Party or any of its Affiliates (other than Purchaser with respect to the Transition Services Employees as permitted hereunder) whom such Party learned of in connection with the services provided under this Agreement; provided, however, that this sentence shall not apply to any solicitation (or any hiring as a result of any solicitation) that consists of advertising in a newspaper or periodical of general circulation or through similar general circulation on the Internet not specifically directed toward the other Party or employees of such other party or its Affiliates.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

B-10


8.            Confidentiality. Each Party agrees that all information of a confidential or proprietary nature disclosed to such Party (or any of its partners, officers, directors, employees or agents) by or on behalf of the other Party or any of its Affiliates in connection with the provision of the Transition Services hereunder is confidential information, and the receiving Party will hold in confidence all confidential information identified as such by, and obtained from, the disclosing Party, except as otherwise required by Law. Notwithstanding the foregoing, “confidential information” shall not include any information that the receiving Party can demonstrate: (i) was publicly known at the time of disclosure to it, or has become publicly known through no act of the receiving Party or its Affiliates in breach of the Peanuts Purchase Agreement, the SSC Purchase Agreement, the Confidentiality Agreement, or this Agreement; (ii) was rightfully received from a Third Party without a duty of confidentiality (after due inquiry); or (iii) was developed by them independently without any reliance on the confidential information of the disclosing Party.

9.             Limitation on Liability; Indemnification.

(a)        Limitation on Liability. Except as expressly set forth in this Agreement, the Transition Services to be provided are furnished “as is” with all faults and without warranty of any kind, express or implied, including any warranty of merchantability, non-infringement or fitness for any particular purpose. Purchaser assumes all risks and liabilities arising from or relating to its use of and reliance upon the Transition Services and neither Iconix nor any of its Affiliates makes any representation or warranty with respect thereto, except as expressly set forth in this Agreement. In no event shall Iconix or any of its Affiliates have any liability under any provision of this Agreement for any loss profits, punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple, whether based on statute, contract, tort or otherwise, and whether or not arising from the other Party’s sole, joint, or concurrent negligence, strict liability, criminal liability or other fault. Except with respect to gross negligence or willful misconduct, the aggregate liability of Iconix and its Affiliates for all claims arising from and related to this Agreement shall be limited to the amount of Fees actually paid by Purchaser for the Transition Services under this Agreement. Purchaser acknowledges that the Transition Services to be provided to it hereunder are subject to, and that its remedies under this Agreement are limited by, the applicable provisions of Sections 1(b)-(d) and (f).

(b)        Indemnification by Iconix. Iconix hereby agrees to indemnify, defend and hold harmless Purchaser and Purchaser’s Affiliates against and in respect of all Damages which Purchaser or Purchaser’s Affiliates suffer or incur as a result of, arising out of or relating to (i) Iconix’s gross negligence or willful misconduct in connection with the performance of the Transition Services, (ii) the infringement, misappropriation, or other violation of the Intellectual Property of any Third Party in connection with the software used by Iconix (or any of its Affiliates) in providing the Transition Services, provided that Iconix will not have any liability under this clause (ii) to the extent a claim arises from or relates to (A) content, intellectual property or other materials or assets provided by Purchaser or an Affiliate of Purchaser, including DHX, a Purchased Company or the SSC Purchased Company, (B) Purchaser’s breach of this Agreement, (C) Purchaser’s (or Purchaser’s Affiliates’) combination or use of the Transition Services with non-Iconix software, services or data, (D) modification or misuse of the Transition Services by any Person other than Iconix or its Affiliates, (E) Purchaser’s (or Purchaser’s Affiliates’) continuation of allegedly infringing activity after being notified thereof or after being provided modifications that would have avoided the alleged infringement, (F) Iconix’s (or its Affiliates’) customization of the Transition Services to meet Purchaser’s (or Purchaser’s Affiliates’) particular specifications, directions or instructions, or (G) conduct requested or instructed by Purchaser or an Affiliate of Purchaser, including DHX, a Purchased Company or the SSC Purchased Company, or (iii) Iconix’s violation of Law in connection with this Agreement.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

B-11


(c)        Indemnification by Purchaser. Purchaser hereby agrees to indemnify, defend and hold harmless Iconix and Iconix’s Affiliates against and in respect of all Damages which Iconix or Iconix’s Affiliates suffer or incur as a result of, arising out of or relating to (i) Purchaser’s gross negligence or willful misconduct relating to the performance of this Agreement; (ii) the infringement, misappropriation, or other violation of the Intellectual Property of any Third Party in connection with the Transition Services to the extent such infringement, misappropriation or other violation is either (x) caused by the Purchaser or an Affiliate of Purchaser, including DHX, a Purchased Company or the SSC Purchased Company, or their assets as delivered to Iconix or its Affiliates for use in connection with the Transition Services; (y) caused by conduct requested or instructed by Purchaser or an Affiliate of Purchaser, including DHX, a Purchased Company or the SSC Purchased Company, or (z) any information, directions, specifications, or materials provided by Purchaser or an Affiliate of Purchaser, including DHX, a Purchased Company or the SSC Purchased Company or any Third Party not under the direction of Iconix or any of its Affiliates; or (iii) Purchaser’s violation of Law in connection with this Agreement.

(d)        The indemnification procedures set forth in Section 8.6 of the Peanuts Purchase Agreement shall be deemed incorporated into, and made a part of, this Agreement as if fully set forth in this Agreement. For the avoidance of doubt the indemnification obligations hereunder shall not be subject to the indemnification limitations set forth in Section 8.4 and 8.5 of the Peanuts Purchase Agreement or the SSC Purchase Agreement.

(e)        The provisions of this Section 9 shall be the Parties’ sole and exclusive remedy under this Agreement, except that Iconix may bring a cause of action on any legal theory available to recover Fees and Expenses.

10.            Force Majeure. Each Party will be excused for any failure or delay in performing any of its obligations under this Agreement if such failure or delay is caused by any reason beyond its reasonable control, including any act of God, accident, explosion, fire, act of war or terrorism, storm, earthquake, flood, statutory or other laws, regulations, rules, or orders, or any similar circumstance or event outside of the reasonable control of such Party (a “Force Majeure Event”). Iconix shall notify Purchaser as soon as practicable upon discovering any event which may result in a Force Majeure Event, including a description of circumstances preventing its performance. The obligations of Iconix or its Affiliates seeking to be excused shall then be suspended for the duration of the Force Majeure Event to the extent that the Force Majeure Event prevents it from performing its obligations hereunder and, Iconix and its Affiliates shall have no liability to Purchaser, its Affiliates or any other Person in connection therewith, except in the case of their bad faith, gross negligence, or willful misconduct; provided that Iconix shall use commercially reasonable efforts to resume, with the least possible delay, the performance as soon as reasonably practicable. Should a Force Majeure Event continue for thirty (30) consecutive days, Purchaser may thereafter, during the continuance of such Force Majeure Event, terminate this Agreement immediately upon delivery of written notice of termination to Iconix. Purchaser shall have no obligation to pay any fees or other amounts to Iconix, except for amounts already due and owed to Iconix for Transition Services actually rendered prior to the occurrence of the Force Majeure Event, for so long as Iconix is unable to provide the Transition Services in compliance with this Agreement.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

B-12


11.            Assignment. This Agreement may not be assigned or otherwise transferred by either Party without the prior written consent of the other Party; provided, however, that Iconix may, in its sole discretion and without any consent of Purchaser, but subject to continued compliance with Section 1(b) and the other terms and conditions of this Agreement, assign, delegate or otherwise transfer (whether by operation of law or otherwise) any of its rights or obligations under this Agreement to one or more of its Subsidiaries. No assignment shall relieve the assigning Party of any of its obligations hereunder.

12.            Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provisions of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction so as to best give effect to the intent of the Parties.

13.            Amendment; Entire Agreement. This Agreement may not be amended, supplemented or otherwise modified except by an instrument in writing signed by each of the Parties. This Agreement, together with Schedule A and Schedule B hereto, contains the entire agreement of the Parties with respect to the subject matter hereof, superseding all negotiations, discussions and preliminary agreements with respect to the transactions contemplated hereby, whether written or oral, made prior to the date hereof.

14.            No Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and no provision of this Agreement will be deemed to confer upon Third Parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

15.            Waiver. The failure of any Party to enforce any condition or part of this Agreement at any time will not be construed as a waiver of that condition or part, nor will it forfeit any rights to future enforcement thereof. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving Party.

16.            Governing Law; Jurisdiction and Venue; Jury Trial.

(a)        This Agreement and any dispute or claim arising out of, relating to or in connection with this Agreement shall be governed by and construed in accordance with, and the legal relations between the Parties shall be determined in accordance with, the laws of the State of New York, without regard to any laws of the State of New York relating to conflict of laws.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

B-13


(b)        Each of Purchaser and Iconix agrees to the placing of exclusive jurisdiction and venue for litigation in the courts of the State of New York and waives any objection to venue laid therein, including on grounds of inconvenient forum or lack of personal jurisdiction, and hereby agree that, as an alternative method of service of process in such litigation, service may occur pursuant to the terms of Section 19 of this Agreement.

(c)        EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER OR RELATING TO THIS AGREEMENT OR ANY RELATED DOCUMENTS AND AGREES TO TAKE ALL ACTION NECESSARY AND APPROPRIATE TO EFFECT SUCH WAIVER.

17.            Headings. The headings of the sections and subsections of this Agreement are inserted for convenience only and will not be deemed to constitute a part hereof.

18.            Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument. Signed counterparts of this Agreement may be delivered by facsimile and by scanned .pdf image.

19.            Notices. Except as otherwise provided herein, all notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier, facsimile or email transmission (in the case of telecopier, facsimile or email transmission, with copies by overnight courier service or registered mail) to the respective Parties as follows (or, in each case, as otherwise notified by any of the Parties hereto) and shall be effective and deemed to have been given (i) immediately when sent by telecopier, facsimile or email between 9:00 A.M. and 6:00 P.M. (New York City time) on any Business Day (and when sent outside of such hours, at 9:00 A.M. (New York City time) on the next Business Day) and (ii) when received if delivered by hand or overnight courier service or certified or registered mail on any Business Day:

If to Purchaser, to:

DHX SSP Holdings LLC

c/o DHX Media Ltd.

1478 Queen Street

Halifax, Nova Scotia B3J 2H7

Attention: Mark Gosine

Fax:    (902) 422-0752

email: mark.gosine@dhxmedia.com

with a copy (which shall not constitute notice or service of process) to:

Bryan Cave LLP

120 Broadway, Suite 300

Santa Monica, CA 90401

Attention: David Andersen

Fax:    (310) 260-4161

email: dgandersen@bryancave.com

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

B-14


If to Iconix, to:

Iconix Brand Group, Inc.

1450 Broadway, 3rd Floor

New York, New York 10018

Attention: Jason Schaefer

Fax:    (212) 509-5150

email: jschaefer@iconixbrand.com

with a copy (which shall not constitute notice or service of process) to:

White & Case LLP

1155 Avenue of the Americas

New York, New York 10036

Attention: Nazim Zilkha

                 Daren Orzechowski

Fax:    (212) 354-8113

email: nzilkha@whitecase.com; dorzechowski@whitecase.com

Notices sent by multiple means, each of which is in compliance with the provisions of this Agreement will be deemed to have been received at the earliest time provided for by this Agreement.

20.            Relationship of the Parties. It is expressly agreed that the relationship between Purchaser and Iconix shall not constitute a partnership, joint venture, or agency. Purchaser and Iconix are independent contractors. Each Party retains control over its personnel, and the employees of any Party shall not be considered employees of the other Parties. None of Purchaser or Iconix shall have the authority to make any statements, representations, or commitments of any kind, or to take any action, which shall be binding on the other, without the prior consent of the other Party to do so.

21.            Construction. Section 1.3 of the Peanuts Purchase Agreement is incorporated herein by reference except that “Agreement” shall have the definition given it hereunder.

[REMAINDER OF PAGE INTENTIONALLY LEFT IN BLANK]

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

B-15


IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed on their respective behalf, by their respective officers thereunto duly authorized, all as of the day and year first above written.

 

DHX SSP HOLDINGS LLC
By:  

 

Name:  

 

Title:  

 

ICONIX BRAND GROUP, INC.
By:  

 

Name:  

 

Title:  

 

Signature Page to Transition Services Agreement

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 


SCHEDULE A

TRANSITION SERVICES

 

1.    Service Title:   

Finance and Accounting

   Iconix Point Person:   

Brian Snyderman

   Service Description:   

Transition Services shall consist of reasonable assistance related to the following finance and accounting activities:

•    Reconciling and posting cash for the Businesses (including reasonable assistance in identifying, reconciling and posting cash receipts to offsets in accounts receivable for applicable licensees)

•    Creating trial balances by contract, and entering financial and contract data for licensees of the Businesses into Purchaser’s or DHX’s systems for data relating solely to the Businesses (including reasonable assistance with trouble-shooting issues related thereto)

•    Collecting and posting royalty statement amounts for the Businesses (including reasonable assistance in coordinating current collection agencies, agents and licensees)

•    Calculating talent fees for Beagle Scouts, the Schulz Family, and any other applicable third party participations (including reasonable assistance in Purchaser’s preparation of monthly reporting and calculations/payments and transition to Purchaser’s preparation of annual talent true-up schedule in respect of the Schulz Family)

•    Support of the preparation, audit, and all other matters related to the carve out financial statements for the Businesses

   Service Termination Date:   

Ninety (90) calendar days from execution of the Transition Services Agreement, unless terminated or extended prior to such date as set forth in the Transition Services Agreement.

   Fees and timing of Payment of Fees:   

Fees shall be equal to Iconix’s and its Affiliates’ cost of delivering the Transition Services, excluding any costs for such Transition Services that Purchaser has paid to Iconix as Human Resources Fees set out below, which such Fees are currently estimated to be [***] per month and will be charged in accordance with Schedule C. These Fees will be billed monthly.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

Sch. A-1


2.    Service Title:    IT
   Iconix Point Person:   

Carlton Greene

   Service Description:   

Transition Services shall consist of reasonable assistance with project management of Purchaser’s overall technical and asset transitions activities and reasonable assistance related to the following:

•    Describing IT system and IT use of the Businesses, including:

o    Provision of background information on the IT application platforms used in the Businesses and discussion of Purchaser’s potential system transition approaches

o    Provision of information and explanations regarding current data structures, and business and application processes used in the Businesses

•    Transferring data and identifying data management and other related assets, including:

o    Determination of requirements for transfer of data and other related assets of the Businesses, and administration of data management and/or other system(s), as applicable

o    Development and applicable testing and execution of the data extraction and transfer utilities identified by Purchaser and agreed to by Iconix

o    Facilitation of introductions for the licensing of related software and / or SaaS platforms used in the Businesses

o    For the avoidance of doubt, Iconix may remove any attorney-client privileged communications and materials from any email files prior to their transfer to Purchaser hereunder

•    These Transition Services are provided using various Third Party software and information technology solutions. Iconix will identify to Purchaser all such Third Party service providers as promptly as practicable.

   Service Termination Date:   

 

Ninety (90) calendar days from execution of the Transition Services Agreement unless terminated or extended prior to such date as set forth in the Transition Services Agreement.

   Fees and timing of Payment of Fees:   

Fees shall be equal to Iconix’s and its Affiliates’ cost of delivering the Transition Services, excluding any costs for such Transition Services that Purchaser has paid to Iconix as Human Resources Fees set out below, which such Fees are currently estimated to be [***] for the anticipated Term (three (3) months), or [***] per month and will be charged in accordance with Schedule D. These Fees will be billed monthly.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

Sch. A-2


3.    Service Title:   

Human Resources

   Iconix Point Person:   

Christine Morena

   Service Description:   

Transition Services shall consist of reasonable assistance related to the following human resources activities:

•    Providing administrative services reasonably required to maintain the Transition Services Employees in accordance with Section 7 of the Transition Services Agreement

•    Providing the personnel to perform the Transition Services

•    Facilitating the transfer of Transition Services Employees, as applicable, and employee information and data related thereto (subject to applicable Law)

   Service Termination Date:   

Ninety (90) calendar days from execution of the Transition Services Agreement unless terminated or extended prior to such date as set forth in the Transition Services Agreement.

   Fees and timing of Payment of Fees:   

Fees shall be equal to Iconix’s and its Affiliates’ cost of delivering the Transition Services, plus all other fees payable pursuant to Section 7 of the Transition Services Agreement, including, for the avoidance of doubt:

•    Salaries, including bonus and other participations as set forth on Schedule B;

•    All benefit costs in respect of health and welfare programs, life insurance, disability insurance, 401(k) contributions and other similar programs in effect with respect to each Transition Service Employee immediately prior to the Closing;

•    All payroll taxes paid by Iconix and its Affiliates in connection with the Transition Services Employees;

•    Administrative services fees paid to Iconix’s and its Affiliates’ external payroll and benefits provider on a per person basis for the Transition Services Employees;

•    Travel and entertainment reimbursements in connection with the provision of the Transition Services or reasonably related to the Businesses, to the extent pre-approved by Purchaser or in accordance with a written policy provided by Purchaser.

These Fees will be billed monthly.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

Sch. A-3


3.    Service Title:   

Infrastructure and Workplace Support

   Iconix Point Person:   

Christine Morena

   Service Description:   

Transition Services shall consist of reasonable provision of similar workspace, information technology equipment, utilities and other infrastructure that was used to support the Transition Services Employees prior to the Closing Date.

   Service Termination Date:   

Ninety (90) calendar days from execution of the Transition Services Agreement, unless terminated or extended prior to such date as set forth in the Transition Services Agreement.

   Fees and timing of Payment of Fees:   

Fees shall be a fixed monthly amount of equal to [***] per month. These Fees will be billed monthly.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

Sch. A-4


SCHEDULE B

TRANSITION SERVICES EMPLOYEES

[***]

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

Sch. B-1


SCHEDULE C

FINANCE AND ACCOUNTING COSTS

[***]

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

Sch. C-1


SCHEDULE D

IT COSTS

[***]

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

Sch. D-1


Exhibit C

Allocation of Purchase Price Among Sellers

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

C-1


ALLOCATION OF PURCHASE PRICE

The Purchase Price shall be allocated between each Seller as follows:

 

   

Seller

  

Allocation of Purchase Price

    
  Icon NY Holdings LLC    [***]   
  IBG Borrower LLC    [***]   

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

C-2


Exhibit D

Notice of Termination of Grants of Transfer of Copyrights under Sections 203 and 304(c)

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

D-1


NOTICE OF TERMINATION OF

GRANTS OF TRANSFER OF COPYRIGHTS UNDER SECTIONS 203 AND 304(c)

 

1.

This termination of grants of transfer of copyrights is made pursuant to 17 U.S.C. Sections 203 and 304(c).

 

2.

The names of the grantees whose grants are being terminated are United Feature Syndicate, Inc. (“UFS”) and its successor-in-interest, Peanuts Worldwide LLC (“PWW”).

 

3.

The grantors are [***], who are authorized to provide this notice of termination as successors-in-interest to Charles M. Schulz (D. February 12, 2000), the author of the copyrighted works identified on Exhibit A hereto (the “Peanuts Copyrights”) relating to the comic feature entitled “Peanuts”.

 

4.

The grantors hereby provide this notice of termination of the grants of the transfer of the Peanuts Copyrights.

 

5.

Notice of this termination is being provided as follows:

Peanuts Worldwide LLC

c/o Iconix Brand Group, Inc.

1450 Broadway, 3rd Floor

New York, New York 10018

Attention: Jason Schaefer

With a copy to:

White & Case LLP

1221 Avenue of the Americas

New York, New York 10020

Attention: Nazim Zilkha

                 Daren Orzechowski

 

6.

Exhibit A attached hereto lists the following for each work to which the notice of termination applies: (i) title of work, (ii) author, (iii) date of publication, (iv) original copyright registration number, and (v) effective termination date.

 

7.

The grants of transfer were originally granted by (i) a written instrument among UFS, Charles M. Schulz, and The Trustees of the Schulz Family Renewal Copyright Trust effective September 1, 1979 (as amended, the “1979 Agreement”) or (ii) one of two other written instruments between UFS and Charles M. Schulz, one effective June 14, 1950 and the other effective October 1, 1959 (each as amended, and together with the 1979 Agreement, the “Prior Agreements”). The Prior Agreements granted UFS rights to various properties, including the Peanuts Copyrights. The Prior Agreements are not being terminated by this notice. Only the grants to the specific Peanuts Copyrights identified on Exhibit A hereto are being terminated by this notice.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

D-2


8.

The grants of transfer in the Peanuts Copyrights to UFS and to UFS’s successor-in-interest, PWW, under the Prior Agreements will be terminated. Termination for each Peanut Copyright grant will be effective on the effective termination date identified on Exhibit A hereto for such Peanut Copyright.

 

9.

The names of the grantors executing this termination, and who constitute more than one-half of the author’s termination interest, are:

[***]

Executed this 2nd day of May, 2017 by:

 

[***]

  

[***]

 

Signature

  

 

Signature

[***]

  

[***]

Address

  

Address

[***]

  

[***]

 

Signature

  

 

Signature

[***]

  

[***]

Address

  

Address

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

D-3


[***]

  

[***]

 

Signature

  

 

Signature

[***]

  

[***]

Address

  

Address

This notice of termination was served on this 2nd day of May, 2017 by personal service.

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

D-4


EXHIBIT A

Copyrights Subject to 17 U.S.C. Section 203

 

       

Publication Date

 

Registration

Number

 

Termination

Date

 

Author

 

Title

1978

           
 

1.

 

March 3, 1978

 

TX0000586707

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

2.

 

March 10, 1978

 

TX0000586708

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

3.

 

March 17, 1978

 

TX0000586710

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

4.

 

March 24, 1978

 

TX0000586709

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

5.

 

March 31, 1978

 

TX0000586706

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

6.

 

April 7, 1978

 

TX0000586705

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

7.

 

April 14, 1978

 

TX0000586704

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

8.

 

April 21, 1978

 

TX0000586703

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

9.

 

April 28, 1978

 

TX0000586702

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

10

 

May 5, 1978

 

TX0000599253

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

11.

 

May 12, 1978

 

TX0000599252

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

12.

 

May 19, 1978

 

TX0000599251

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

13.

 

May 26, 1978

 

TX0000599254

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

D-5


       

Publication Date

 

Registration

Number

 

Termination

Date

 

Author

 

Title

 

14.

 

June 2, 1978

 

TX0000599259

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

15.

 

June 9, 1978

 

TX0000599260

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

16.

 

June 16, 1978

 

TX0000599261

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

17.

 

June 23, 1978

 

TX0000599262

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

18.

 

June 30, 1978

 

TX0000599263

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

19.

 

July 7, 1978

 

TX0000599264

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

20.

 

July 14, 1978

 

TX0000599265

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

21.

 

July 21, 1978

 

TX0000599266

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

22.

 

July 28, 1978

 

TX0000599267

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

23.

 

August 4, 1978

 

TX0000599255

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

24.

 

August 11, 1978

 

TX0000599256

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

25.

 

August 18, 1978

 

TX0000599257

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

26.

 

August 28, 1978

 

TX0000599268;

TX0000599258

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

27.

 

September 4, 1978

 

TX0000245507

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

D-6


       

Publication Date

 

Registration

Number

 

Termination

Date

 

Author

 

Title

 

28.

 

September 11, 1978

 

TX0000245513

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

29.

 

September 18, 1978

 

TX0000245505

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

30.

 

September 25, 1978

 

TX0000245511

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

31.

 

October 2, 1978

 

TX0000245512

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

32.

 

October 9, 1978

 

TX0000245506

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

33.

 

October 16, 1978

 

TX0000245510

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

34.

 

October 23, 1978

 

TX0000245508

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

35.

 

October 30, 1978

 

TX0000245509

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

36.

 

November 6, 1978

 

TX0000264163

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

37.

 

November 11, 1978

 

TX0000264164

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

38.

 

November 20, 1978

 

TX0000264165

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

39.

 

November 27, 1978

 

TX0000264166

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

40.

 

December 4, 1978

 

TX0000257916

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

41.

 

December 11, 1978

 

TX0000257915

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

D-7


       

Publication Date

 

Registration

Number

 

Termination

Date

 

Author

 

Title

 

42.

 

December 18, 1978

 

TX0000257914

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

43.

 

December 25, 1978

 

TX0000257913

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

1979

           
 

1.

 

January 1, 1979

 

TX0000257912

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

2.

 

January 8, 1979

 

TX0000257911

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

3.

 

January 15, 1979

 

TX0000257910

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

4.

 

January 22, 1979

 

TX0000257909

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

5.

 

January 29, 1979

 

TX0000257908

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

6.

 

February 5, 1979

 

TX0000257907

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

7.

 

February 12, 1979

 

TX0000257906

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

8.

 

February 19, 1979

 

TX0000257905

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

9.

 

February 26, 1979

 

TX0000257904

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

10.

 

March 5, 1979

 

TX0000257903

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

11.

 

March 12, 1979

 

TX0000257902

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

12.

 

March 19, 1979

 

TX0000257901

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

13.

 

March 26, 1979

 

TX0000257900

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

14.

 

April 2, 1979

 

TX0000267914

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

15.

 

April 9, 1979

 

TX0000267911

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

16.

 

April 16, 1979

 

TX0000267913

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

17.

 

April 23, 1979

 

TX0000267910

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

D-8


       

Publication Date

 

Registration

Number

 

Termination

Date

 

Author

 

Title

 

18.

 

April 30, 1979

 

TX0000267912

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

19.

 

May 7, 1979

 

TX0000501772

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

20.

 

May 14, 1979

 

TX0000501773

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

21.

 

May 21, 1979

 

TX0000501774

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

22.

 

May 28, 1979

 

TX0000501775

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

23.

 

June 4, 1979

 

TX0000501776

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

24.

 

June 11, 1979

 

TX0000501777

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

25.

 

June 18, 1979

 

TX0000501778

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

26.

 

June 25, 1979

 

TX0000501779

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

27.

 

July 2, 1979

 

TX0000319964

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

28.

 

July 9, 1979

 

TX0000319966

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

29.

 

July 16, 1979

 

TX0000319963

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

30.

 

July 23, 1979

 

TX0000319965

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

31.

 

July 30, 1979

 

TX0000319962

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

32.

 

August 6, 1979

 

TX0000326090

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

33.

 

August 13, 1979

 

TX0000326091

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

34.

 

August 20, 1979

 

TX0000326089

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

35.

 

August 27, 1979

 

TX0000326088

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

36.

 

September 3, 1979

 

TX0000543075

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

37.

 

September 10, 1979

 

TX0000501780

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

38.

 

September 17, 1979

 

TX0000501781

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

39.

 

September 24, 1979

 

TX0000501782

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

D-9


       

Publication Date

 

Registration

Number

 

Termination

Date

 

Author

 

Title

 

40.

 

October 1, 1979

 

TX0000501783

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

41.

 

October 8, 1979

 

TX0000501784

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

42.

 

October 15, 1979

 

TX0000501785

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

43.

 

October 22, 1979

 

TX0000501786

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

44.

 

October 29, 1979

 

TX0000501787

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

45.

 

November 5, 1979

 

TX0000501788

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

46.

 

November 12, 1979

 

TX0000501789

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

47.

 

November 19, 1979

 

TX0000501790

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

48.

 

November 26, 1979

 

TX0000501791

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

49.

 

December 3, 1979

 

TX0000501792

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

50.

 

December 10, 1979

 

TX0000501793

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

51.

 

December 17, 1979

 

TX0000501794

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

52.

 

December 24, 1979

 

TX0000501795

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

53.

 

December 31, 1979

 

TX0000501796

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

1980

           
 

1.

 

January 7, 1980

 

TX0000501797

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

2.

 

January 14, 1980

 

TX0000501798

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

3.

 

January 21, 1980

 

TX0000501799

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

4.

 

January 28, 1980

 

TX0000501800

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

5.

 

February 4, 1980

 

TX0000505103

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

6.

 

February 11, 1980

 

TX0000505104

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

D-10


       

Publication Date

 

Registration

Number

 

Termination

Date

 

Author

 

Title

        

 

7.

 

February 18, 1980

 

TX0000505105

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

8.

 

February 25, 1980

 

TX0000505106

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

9.

 

March 3, 1980

 

TX0000543069

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

10.

 

March 10, 1980

 

TX0000543070

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

11.

 

March 17, 1980

 

TX0000543071

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

12.

 

March 24, 1980

 

TX0000505107

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

13.

 

March 31, 1980

 

TX0000505108

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

14.

 

April 7, 1980

 

TX0000543072

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

15.

 

April 14, 1980

 

TX0000505109

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

16.

 

April 21, 1980

 

TX0000543073

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

17.

 

April 28, 1980

 

TX0000543074

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

18.

 

May 5, 1980

 

TX0000505110

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

19.

 

May 12, 1980

 

TX0000505111

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

20.

 

May 19, 1980

 

TX0000505112

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

21.

 

May 26, 1980

 

TX0000505113

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

22.

 

June 2, 1980

 

TX0000505114

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

23.

 

June 9, 1980

 

TX0000505115

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

24.

 

June 16, 1980

 

TX0000505116

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

25.

 

June 23, 1980

 

TX0000505117

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

26.

 

June 30, 1980

 

TX0000538491

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

27.

 

July 7, 1980

 

TX0000538489

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

28.

 

July 14, 1980

 

TX0000538493

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

D-11


              

Publication Date

 

Registration

Number

 

Termination

Date

 

Author

 

Title

 

29.

 

July 21, 1980

 

TX0000538492

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

30.

 

July 28, 1980

 

TX0000538490

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

31.

 

August 4, 1980

 

TX0000588434

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

32.

 

August 11, 1980

 

TX0000588433

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

33.

 

August 18, 1980

 

TX0000588432

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

34.

 

August 25, 1980

 

TX0000588429

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

35.

 

September 1, 1980

 

TX0000588431

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

36.

 

September 8, 1980

 

TX0000588430

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

37.

 

September 22, 1980

 

TX0000693065;

TX0000786668

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

38.

 

September 29, 1980

 

TX0000704093

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

39.

 

October 6, 1980

 

TX0000693064

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

40.

 

October 13, 1980

 

TX0000693066

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

41.

 

October 20, 1980

 

TX0000693062

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

42.

 

October 27, 1980

 

TX0000693063

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

43.

 

November 3, 1980

 

TX0000658646

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

44.

 

November 10, 1980

 

TX0000658628

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

45.

 

November 17, 1980

 

TX0000658645

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

46.

 

November 24, 1980

 

TX0001085637;

TX0000658644

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

47.

 

December 1, 1980

 

TX0000658643;

TX0001013751

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

48.

 

December 8, 1980

 

TX0000658642

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

49.

 

December 15, 1980

 

TX0000658640

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

D-12


              

Publication Date

 

Registration

Number

 

Termination

Date

 

Author

 

Title

 

50.

 

December 22, 1980

 

TX0000658641

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

1981

           
 

1.

 

January 1, 1981

 

TX0000700256

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

2.

 

January 5, 1981

 

TX0000658639

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

3.

 

January 12, 1981

 

TX0000658638

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

4.

 

January 19, 1981

 

TX0000658636

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

5.

 

January 26, 1981

 

TX0000658637

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

6.

 

February 2, 1981

 

TX0000658635

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

7.

 

February 9, 1981

 

TX0000658634

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

8.

 

February 16, 1981

 

TX0000658633

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

9.

 

February 23, 1981

 

TX0000658632

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

10.

 

March 2, 1981

 

TX0000658631

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

11.

 

March 9, 1981

 

TX0000658630

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

12.

 

March 16, 1981

 

TX0000658629

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

13.

 

March 23, 1981

 

TX0000961208

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

14.

 

March 30, 1981

 

TX0000961207

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

15.

 

April 6, 1981

 

TX0000961217

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

16.

 

April 13, 1981

 

TX0000961209

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

17.

 

April 20, 1981

 

TX0000961543

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

18.

 

April 27, 1981

 

TX0000961213

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

19.

 

May 4, 1981

 

TX0000961546

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

20.

 

May 11, 1981

 

TX0000961545

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

21.

 

May 18, 1981

 

TX0000961544

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

D-13


              

Publication Date

 

Registration

Number

 

Termination

Date

 

Author

 

Title

 

22.

 

May 25, 1981

 

TX0000961547

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

23.

 

June 1, 1981

 

TX0000961548

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

24.

 

June 8, 1981

 

TX0000961549

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

25.

 

June 15, 1981

 

TX0000961539

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

26.

 

June 22, 1981

 

TX0000961540

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

27.

 

June 29, 1981

 

TX0000961210

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

28.

 

July 6, 1981

 

TX0000961211

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

29.

 

July 13, 1981

 

TX0000961203

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

30.

 

July 20, 1981

 

TX0000961212

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

31.

 

July 27, 1981

 

TX0000961204

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

32.

 

August 3, 1981

 

TX0000961214

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

33.

 

August 10, 1981

 

TX0000961215

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

34.

 

August 17, 1981

 

TX0000961206

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

35.

 

August 24, 1981

 

TX0000961205

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

36.

 

August 31, 1981

 

TX0000961216

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

37.

 

September 7, 1981

 

TX0000957755

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

38.

 

September 14, 1981

 

TX0000957756

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

39.

 

September 21, 1981

 

TX0000957757

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

40.

 

September 28, 1981

 

TX0000961218

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

41.

 

October 5, 1981

 

TX0000961219

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

42.

 

October 12, 1981

 

TX0000961223

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

D-14


              

Publication Date

 

Registration

Number

 

Termination

Date

 

Author

 

Title

 

43.

 

October 19, 1981

 

TX0000961222

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

44.

 

October 26, 1981

 

TX0000961221

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

45.

 

November 2, 1981

 

TX0000957754

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

46.

 

November 9, 1981

 

TX0000961541

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

47.

 

November 16, 1981

 

TX0000957753

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

48.

 

November 23, 1981

 

TX0000957752

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

49.

 

November 30, 1981

 

TX0000961220

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

50.

 

December 7, 1981

 

TX0000961542

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

51.

 

December 14, 1981

 

TX0000961202

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

52.

 

December 21, 1981

 

TX0000957750

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

53.

 

December 28, 1981

 

TX0000957751

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

1982

           
 

1.

 

January 4, 1982

 

TX0000983465

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

2.

 

January 11, 1982

 

TX0000983464

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

3.

 

January 18, 1982

 

TX0000983466

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

4.

 

January 25, 1982

 

TX0000983458

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

5.

 

February 1, 1982

 

TX0000983459

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

6.

 

February 8, 1982

 

TX0000983461

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

7.

 

February 15, 1982

 

TX0000983460

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

8.

 

February 22, 1982

 

TX0000983462

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

9.

 

March 1, 1982

 

TX0001005508

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

10.

 

March 8, 1982

 

TX0001005507

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

D-15


              

Publication Date

 

Registration

Number

 

Termination

Date

 

Author

 

Title

 

11.

 

March 15, 1982

 

TX0001005506

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

12.

 

March 22, 1982

 

TX0001081491

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

13.

 

March 29, 1982

 

TX0000979573

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

14.

 

April 5, 1982

 

TX0000979568

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

15.

 

April 12, 1982

 

TX0000999042

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

16.

 

April 19, 1982

 

TX0000979569

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

17.

 

April 26, 1982

 

TX0000979570

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

18.

 

May 3, 1982

 

TX0000979571

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

19.

 

May 10, 1982

 

TX0000979572

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

20.

 

May 17, 1982

 

TX0000979566

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

21.

 

May 24, 1982

 

TX0000946837

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

22.

 

May 31, 1982

 

TX0001101754

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

23.

 

June 7, 1982

 

TX0001101753

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

24.

 

June 14, 1982

 

TX0000979565

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

25.

 

June 21, 1982

 

TX0000979567

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

26.

 

June 28, 1982

 

TX0000979574

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

27.

 

July 5, 1982

 

TX0000979575

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

28.

 

July 12, 1982

 

TX0000979576

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

29.

 

July 19, 1982

 

TX0000979577

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

30.

 

July 26, 1982

 

TX0000979578

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

31.

 

August 2, 1982

 

TX0000979579

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

32.

 

August 9, 1982

 

TX0000979580

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

D-16


              

Publication Date

 

Registration

Number

 

Termination

Date

 

Author

 

Title

 

33.

 

August 16, 1982

 

TX0000983463

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

34.

 

August 23, 1982

 

TX0003817488

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

35.

 

August 30, 1982

 

TX0001005504

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

36.

 

September 6, 1982

 

TX0001005505

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

37.

 

September 13, 1982

 

TX0001079784

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

38.

 

September 20, 1982

 

TX0001081490

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

39.

 

September 27, 1982

 

TX0001013753

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

40.

 

October 4, 1982

 

TX0001013752

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

41.

 

October 11, 1982

 

TX0001013750

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

42.

 

October 18, 1982

 

TX0001013749

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

43.

 

October 25, 1982

 

TX0001013747

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

44.

 

November 1, 1982

 

TX0001013755

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

45.

 

November 8, 1982

 

TX0001013754

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

46.

 

November 15, 1982

 

TX0001165942

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

47.

 

November 22, 1982

 

TX0001165937

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

48.

 

November 29, 1982

 

TX0001165938

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

49.

 

December 6, 1982

 

TX0001165939

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

50.

 

December 13, 1982

 

TX0001165940

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

51.

 

December 20, 1982

 

TX0001165941

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

52.

 

December 27, 1982

 

TX0001165935

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

D-17


              

Publication Date

 

Registration

Number

 

Termination

Date

 

Author

 

Title

1983

           
 

1.

 

January 3, 1983

 

TX0001165933

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

2.

 

January 10, 1983

 

TX0001070788

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

3.

 

January 17, 1983

 

TX0001165934

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

4.

 

January 24, 1983

 

TX0001165936

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

5.

 

January 31, 1983

 

TX0001070787

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

6.

 

February 7, 1983

 

TX0001101771

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

7.

 

February 14, 1983

 

TX0001101772

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

8.

 

February 21, 1983

 

TX0001099974

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

9.

 

February 28, 1983

 

TX0001101773

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

10.

 

March 7, 1983

 

TX0001101774

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

11.

 

March 14, 1983

 

TX0001101775

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

12.

 

March 21, 1983

 

TX0001101776;

TX0001101767

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

13.

 

March 28, 1983

 

TX0001101777

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

14.

 

April 4, 1983

 

TX0001124151;

TX0003911658

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

15.

 

April 11, 1983

 

TX0001102352

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

16.

 

April 18, 1983

 

TX0001102353

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

17.

 

April 25, 1983

 

TX0001129529

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

18.

 

May 2, 1983

 

TX0001129530

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

19.

 

May 9, 1983

 

TX0001129531

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

20.

 

May 16, 1983

 

TX0003817489

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

21.

 

May 23, 1983

 

TX0001191201

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

22.

 

May 30, 1983

 

TX0001191200

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

D-18


              

Publication Date

 

Registration

Number

 

Termination

Date

 

Author

 

Title

 

23.

 

June 6, 1983

 

TX0001170514

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

24.

 

June 13, 1983

 

TX0001170515

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

25.

 

June 20, 1983

 

TX0001170513

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

26.

 

June 27, 1983

 

TX0001169649

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

27.

 

July 4, 1983

 

TX0001170416

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

28.

 

July 11, 1983

 

TX0001169648

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

29.

 

July 18, 1983

 

TX0001154520

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

30.

 

July 25, 1983

 

TX0001190165

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

31.

 

August 1, 1983

 

TX0001170240

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

32.

 

August 8, 1983

 

TX0001190166

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

33.

 

August 15, 1983

 

TX0001262966

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

34.

 

August 22, 1983

 

TX0001208120

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

35.

 

August 29, 1983

 

TX0001202832

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

36.

 

September 5, 1983

 

TX0001202833

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

37.

 

September 12, 1983

 

TX0001207080

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

38.

 

September 19, 1983

 

TX0001207074

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

39.

 

September 26, 1983

 

TX0001207077

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

40.

 

October 3, 1983

 

TX0001244929

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

41.

 

October 10, 1983

 

TX0001244928

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

42.

 

October 17, 1983

 

TX0001231932

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

43.

 

October 24, 1983

 

TX0001238676

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

D-19


              

Publication Date

 

Registration

Number

 

Termination

Date

 

Author

 

Title

 

44.

 

October 31, 1983

 

TX0001238883

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

45.

 

November 7, 1983

 

TX0001238884

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

46.

 

November 14, 1983

 

TX0001242948

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

47.

 

November 21, 1983

 

TX0001264813

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

48.

 

November 28, 1983

 

TX0001264812

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

49.

 

December 5, 1983

 

TX0001293280

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

50.

 

December 12, 1983

 

TX0001293279

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

51.

 

December 19, 1983

 

TX0001293281

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

52.

 

December 26, 1983

 

TX0001407897

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

1984

           
 

1.

 

January 2, 1984

 

TX0001370300

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

2.

 

January 9, 1984

 

TX0001276451

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

3.

 

January 16, 1984

 

TX0001296771

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

4.

 

January 23, 1984

 

TX0001296770

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

5.

 

January 30, 1984

 

TX0001298253

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

6.

 

February 6, 1984

 

TX0001298252

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

7.

 

February 13, 1984

 

TX0001314639

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

8.

 

February 20, 1984

 

TX0001314640

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

9.

 

February 27, 1984

 

TX0001312761

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

10.

 

March 5, 1984

 

TX0001325609

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

11.

 

March 12, 1984

 

TX0001325608

 

May 15, 2019

 

Charles M. Schulz

 

United Feature Comics

 

12.

 

March 19, 1984

 

TX0001336496

 

March 19, 2019

 

Charles M. Schulz

 

United Feature Comics

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

D-20


              

Publication Date

 

Registration

Number

 

Termination

Date

 

Author

 

Title

 

13.

 

March 26, 1984

 

TX0001349109

 

March 26, 2019

 

Charles M. Schulz

 

United Feature Comics

 

14.

 

April 2, 1984

 

TX0001349108

 

April 2, 2019

 

Charles M. Schulz

 

United Feature Comics

 

15.

 

April 9, 1984

 

TX0001346126

 

April 9, 2019

 

Charles M. Schulz

 

United Feature Comics

 

16.

 

April 16, 1984

 

TX0001387768

 

April 16, 2019

 

Charles M. Schulz

 

United Feature Comics

 

17.

 

April 23, 1984

 

TX0001355789

 

April 23, 2019

 

Charles M. Schulz

 

United Feature Comics

 

18.

 

April 30, 1984

 

TX0001355788

 

April 30, 2019

 

Charles M. Schulz

 

United Feature Comics

 

19.

 

May 7, 1984

 

TX0001369853

 

May 7, 2019

 

Charles M. Schulz

 

United Feature Comics

 

20.

 

May 14, 1984

 

TX0001458082

 

May 14, 2019

 

Charles M. Schulz

 

United Feature Comics

 

21.

 

May 21, 1984

 

TX0001353958

 

May 21, 2019

 

Charles M. Schulz

 

United Feature Comics

 

22.

 

May 28, 1984

 

TX0001373189

 

May 28, 2019

 

Charles M. Schulz

 

United Feature Comics

 

23.

 

June 4, 1984

 

TX0001391326

 

June 4, 2019

 

Charles M. Schulz

 

United Feature Comics

 

24.

 

June 11, 1984

 

TX0001391327

 

June 11, 2019

 

Charles M. Schulz

 

United Feature Comics

 

25.

 

June 18, 1984

 

TX0001389977

 

June 18, 2019

 

Charles M. Schulz

 

United Feature Comics

 

26.

 

June 25, 1984

 

TX0001387646

 

June 25, 2019

 

Charles M. Schulz

 

United Feature Comics

 

27.

 

July 2, 1984

 

TX0001387644

 

July 2, 2019

 

Charles M. Schulz

 

United Feature Comics

 

28.

 

July 9, 1984

 

TX0001387645

 

July 9, 2019

 

Charles M. Schulz

 

United Feature Comics

 

29.

 

July 16, 1984

 

TX0001406174

 

July 16, 2019

 

Charles M. Schulz

 

United Feature Comics

 

30.

 

July 23, 1984

 

TX0001419438

 

July 23, 2019

 

Charles M. Schulz

 

United Feature Comics

 

31.

 

July 30, 1984

 

TX0001419437

 

July 30, 2019

 

Charles M. Schulz

 

United Feature Comics

 

32.

 

August 6, 1984

 

TX0001405825

 

August 6, 2019

 

Charles M. Schulz

 

United Feature Comics

 

33.

 

August 13, 1984

 

TX0001405824

 

August 13, 2019

 

Charles M. Schulz

 

United Feature Comics

 

34.

 

August 20, 1984

 

TX0001419440

 

August 20, 2019

 

Charles M. Schulz

 

United Feature Comics

 

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

 

D-21


              

Publication Date

 

Registration

Number

 

Termination

Date

 

Author

 

Title

 

35.

 

August 27, 1984