Iconix Brand 8K/A Financial Statements and Exhibits | ICON 21 Jul 17

Exhibit 2.2

EXECUTION VERSION

MEMBERSHIP INTEREST PURCHASE AGREEMENT

BY AND AMONG

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		9
1.4	Exhibits and the Disclosure Letters		10
1.5	Knowledge		10

ARTICLE II SALE OF INTERESTS; CLOSING			10

2.1	Sale of Interests		10
2.2	Closing; Closing Deliverables		10

ARTICLE III PURCHASE PRICE			12

3.1	Purchase Price; Delivery of Funds		12
3.2	Working Capital Adjustment		12
3.3	DHX Parent Guaranty		13
3.4	Iconix Parent Guaranty		14
3.5	Purchase Price Allocation		14

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER			15

4.1	Due Organization, Good Standing		15
4.2	Authorization; Noncontravention		15
4.3	Title to Interests		16
4.4	Company; Capitalization		16
4.5	Financial Statements; Undisclosed Liabilities		17
4.6	Consents and Approvals		17
4.7	Title toNon-IP Assets		17
4.8	Intentionally Omitted		17
4.9	Litigation and Other Proceedings; Orders		17
4.10	Absence of Certain Changes and Events		18
4.11	Material Contracts		19
4.12	Tax Matters		21
4.13	Intellectual Property		22
4.14	Compliance with Laws		24
4.15	Finders; Brokers		24
4.16	Employees and Benefit Plans		24
4.17	Certain Payments		25	��
4.18	Accounts Receivable		25
4.19	Transactions with Affiliates		25
4.20	Insurance		25
4.21	No Material Adverse Effect		26
4.22	Exclusivity of Representations		26

***	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)


		Page
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		26
5.3	Consents and Approvals		27
5.4	Available Funds		27
5.5	Litigation		28
5.6	Finders; Brokers		28
5.7	Investigation and Acknowledgment by Purchaser		28
5.8	Exclusivity of Representations		29

ARTICLE VI COVENANTS			29

6.1	Access to Information Concerning Properties and Records		29
6.2	Conduct of Seller and the Business		30
6.3	Efforts to Close; Antitrust Laws		30
6.4	Public Announcements		31
6.5	Notification of Certain Matters		32
6.6	Post-Closing Access to Records and Personnel; Litigation Support		32
6.7	Tax Matters		33
6.8	Further Assurances		35
6.9	Audited Financials		35
6.10	Financing		35
6.11	Aged Accounts Receivable Credit		38
6.12	Efforts to Collect and Reporting		38
6.13	Payment to Wrong Party Following Closing		38
6.14	Transfer of Domain Name Registrations		38

ARTICLE VII CONDITIONS PRECEDENT			39

7.1	Conditions to the Obligations of Each Party		39
7.2	Conditions to the Obligations of Purchaser		39
7.3	Conditions to the Obligations of Seller		40
7.4	Frustration of Closing Conditions		40

ARTICLE VIII INDEMNIFICATION; REMEDIES			40

8.1	General Indemnification by Seller		40
8.2	Tax Indemnification by Seller		40
8.3	Indemnification by Purchaser		41
8.4	Time Limitations		41
8.5	Limitations on Amount		41

***	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)


		Page
8.6	Procedure for Indemnification — Third Party Claims		42
8.7	Adjustment to Purchase Price		43
8.8	Damages		43

ARTICLE IX TERMINATION			43

9.1	Termination Events		43
9.2	Effect of Termination		44
9.3	No Recourse to Debt Financing Source		45

ARTICLE X MISCELLANEOUS			45

10.1	Expenses		45
10.2	Extension; Waiver		45
10.3	Notices		45
10.4	Entire Agreement		47
10.5	Binding Effect; Benefit; Assignment		47
10.6	Amendment and Modification		47
10.7	Counterparts		47
10.8	Applicable Law		47
10.9	Severability		48
10.10	Specific Enforcement; Limitation on Damages		48
10.11	Waiver of Jury Trial		48
10.12	Release		49
10.13	Rules of Construction		49
10.14	Headings		49

***	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)


		EXHIBITS

Exhibit A		– Form of Release
Exhibit B		– Interests Assignment and Assumption 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.

(v)

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is dated May 9, 2017 by and among IBG Borrower LLC, a limited liability company organized under the Laws of the State of Delaware (“Seller”), and, solely for purposes ofSection 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 ofSection 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 inSection 1.1 of this Agreement.

WITNESSETH:

WHEREAS, Seller owns all of the issued and outstanding membership interests (the “Interests”) of Shortcake IP Holdings LLC, a limited liability company organized under the Laws of the State of Delaware (the “Company”), which is engaged in the Business;

WHEREAS, upon the terms and subject to the conditions of this Agreement, the parties hereto desire that Purchaser purchase and Seller sells or causes to be sold, transferred, conveyed and assigned to Purchaser, the 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 all of the outstanding membership interests of the Company; and

WHEREAS, as a material inducement to Iconix and Seller to enter into this Agreement, DHX is providing a guaranty in favor of Iconix and Seller 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:

“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.

***	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.

“Aged Accounts Receivable” shall mean any accounts receivable of the Company 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 balance sheet of the Business as at December 31, 2016, as set forth inSection 4.5(a) of the Seller Disclosure Letter.

“Business” shall mean the business of the Company, as currently conducted by the Company, of owning, exploiting, promoting, advertising and licensing the IP Assets.

“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.

“ClosingWorking 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.

“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.

***	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.

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“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) the portion of any prepaid expense or deposit of which Purchaser will not receive the benefit following Closing, and (iv) receivables from any of the Company’s Affiliates, directors, employees, officers or equity holders, and any of their respective Affiliates, in each case as determined with respect to the Business 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, and (ii) payables to any of the Company’s Affiliates, directors, employees, officers or equity holders, and any of their respective Affiliates, in each case as determined with respect to the Business 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 ornon-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.

“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.

“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.

***	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.

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

“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 the Company licenses all or any part of the IP Assets to another Person.

“Licensed IP Assets” shall mean all Intellectual Property that is used in the Business and that is licensed to the Company 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.

“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 Business, 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 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 Business is 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 Business is operated, including (i) interest rates in the United States or any other country or region in the world in which the Business is operated, and exchange rates for the currencies of any such countries, and (ii) any suspension of trading in securities (whether

***	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.

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equity, debt, derivative or hybrid securities) generally on any securities exchange orover-the-counter market operating in the United States or any other country or region in the world in which the Business is 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 Business or any portion thereof;

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

(f) any natural orman-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 Seller 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 Business relative to other companies in the industries in which the Business is 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 Company.

“Peanuts Transaction Agreement” shall mean that certain Membership Interest Purchase Agreement, dated as of the date hereof, by and among Iconix, Icon NY Holdings LLC, Seller, DHX and Purchaser for the sale and purchase of (a) 80% of the issued and outstanding common units of Peanuts Holdings LLC, and (b) all of the issued and outstanding membership interests of IBGNYC LLC and IBGSCREEN, LLC.

“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

***	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.

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and Liens for Taxes which are being contested in good faith and by appropriate proceedings, (c) Liens set forth inSection 1.1(b) of the Seller 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 the Company is a party, which do not, individually or in the aggregate, result in material costs or liabilities to the Business, taken as a whole and all restrictions on the transfer or ownership of Intellectual Property arising as a matter of Law, (f) 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 (g) 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.

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

“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.

“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 March 3, 2015, 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.

***	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.

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

“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.

“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.

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

“Transition Services Agreement” shall mean the transition services agreement delivered in accordance with and attached as Exhibit B of the Peanuts Transaction Agreement.

“Third Party” shall mean any Person other than Seller, 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.

***	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.

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1.2 Additional Defined Terms. In addition to the terms defined inSection 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(a)
Alternative Financing		6.10(b)
Alternative Financing Commitment Letter		6.10(b)
Applicable Parties		9.3
Balance Sheet Date		4.5(c)
Basket		8.5(b)
Business Accounts Receivable		4.18
Cap		8.5(c)
Closing		2.2(a)
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		6.10(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		6.10(a)
ERISA		4.16
Estimated Working Capital		3.2(a)(i)
Extension Condition		2.2(a)
Financial Statements		4.5(a)
Final Determination		8.7
Flow-Through Returns		6.7(b)(i)
Fundamental Reps		8.4
Iconix		Preamble
Interests		Recitals
Interests Assignment		2.2(b)(i)
Knowledge of the Purchaser		1.5
Knowledge of the Seller		1.5
Material Contract		4.11(a)
Misdirected Payment		6.13
Non-Flow-Through Returns		6.7(b)(ii)
Peanuts Adjustment		3.2(a)(ii)
Purchase		Recitals
Purchaser		Preamble

***	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.

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Purchaser Disclosure Letter		Article V
Purchaser Indemnified Persons		8.1
Releasee		10.12
Releasor		10.12
Seller		Preamble
Seller Disclosure Letter		Article IV
Seller Indemnified Persons		8.3
Seller Software		4.13(j)
Seller Tax Matter		6.7(b)(iii)
Tax Ruling		4.12(h)
Transfer Taxes		6.7(a)

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 ofSection 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 anyon-line “virtual data room” established by Seller or any of its 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 Seller 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 Seller 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;

***	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.

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(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 Seller 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 Seller” or words of similar import, it shall mean the actual knowledge of the individuals set forth inSection 1.5 of the Seller 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 inSection 1.5 of the Purchaser Disclosure Letter, after reasonable inquiry. For purposes of thisSection 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 Seller, and Seller agrees to sell, convey, transfer, assign and deliver to Purchaser, at the Closing, Seller’s right, title and interest to the Interests, free and clear of any Liens (except for restrictions arising under applicable federal, state or foreign securities Laws).

2.2 Closing; Closing Deliverables.

(a) Subject to the satisfaction or waiver of all of the conditions set forth inArticle 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 inArticle 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 inArticle 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

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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 inArticle 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 inArticle 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 inSection 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).

(b) At the Closing, Seller 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 Interests to Purchaser, in the form attached hereto asExhibit B (“Interests Assignment”);

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

(iii) a certificate signed by an authorized officer of Seller, dated as of the Closing Date, confirming the matters set forth inSections 7.2(a) and7.2(b);

(iv) a certificate of the Secretary or an Assistant Secretary (or of another Person responsible for the duties typically performed by a Secretary) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the members, managers or other governing body of 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;

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

(vi) a duly executed copy of the Transition Services Agreement;

(vii) anon-foreign person affidavit from Seller, dated as of the Closing Date, pursuant to Section 1445 of the Codeprovided that the failure to deliver suchnon-foreign person affidavit shall not be a condition to Closing underSection 7.2 of this Agreement and Purchaser’s sole remedy in the event 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

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(viii) resignations of each of the members of the board of directors or equivalent governing body and each of the officers of the Company.

(i) the Purchase Price, pursuant toSection 3.1;

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

(iii) a certificate signed by an authorized officer of Purchaser, dated as of the Closing Date, confirming the matters set forth inSections 7.3(a) and7.3(b); and

(iv) 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 Seller of the Interests, Purchaser shall pay to Seller an amount equal to the Purchase Price. The Purchase Price shall be made by wire transfer of immediately available funds to one or more accounts that have been designated by Seller in writing to Purchaser at least two Business Days prior to the Closing.

3.2 Working Capital Adjustment.

(a) Closing Adjustment.

(i) Seller shall prepare and deliver to Purchaser, at least five (5) Business Days prior to the Closing Date, a written notice setting forth Seller’s good faith estimate of the Closing Working Capital (the “Estimated Working Capital”), which notice shall contain an estimated balance sheet of the 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 the manner set forth in Section 3.2(a)(i) of the Peanuts Transaction Agreement.

(ii) The Estimated Working Capital determined pursuant to thisSection 3.2(a) shall be used to determine the “Closing Adjustment” pursuant to and as defined in Section 3.2(a)(ii) of the Peanuts Transaction Agreement (such amount, the “Peanuts Adjustment”).

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(b) Post-Closing Adjustment.

(i) Purchaser shall prepare and deliver to 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 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 in the manner set forth in Section 3.2(b)(i) of the Peanuts Transaction Agreement.

(ii) If Seller does not notify Purchaser in writing within forty-five (45) calendar days after Seller’s receipt of the Closing Date Statement that it disputes any of the information or calculations provided to Seller in the Closing Date Statement, the Closing Date Statement shall be final and conclusive. If Seller disagrees with any of the information or calculations provided by Purchaser in the Closing Date Statement, 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 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 Peanuts Adjustment in an amount higher than the Peanuts Adjustment proposed by Seller (or its Affiliates) or an amount lower than the Peanuts Adjustment proposed by Purchaser. The resolution of the Accountants in accordance with the provisions of thisSection 3.2 shall be conclusive and binding on the parties. Seller and Purchaser shall each payone-half of the fees and expenses charged by the Accountants.

(iii) The Closing Working Capital determined pursuant to thisSection 3.2(b) shall be used to determine whether there is a “Working Capital Deficiency” or a “Working Capital Excess” (as such terms are defined in the Peanuts Transaction Agreement) pursuant to Section 3.2(b)(iii) of the Peanuts Transaction Agreement.

(c) Adjustments for Tax Purposes. Any payments made pursuant to thisSection 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 Seller to enter into this Agreement, DHX has

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agreed to guarantee, and does hereby absolutely and unconditionally guarantee, the full and prompt performance of all obligations of Purchaser pursuant toSections 3.1,3.2,5.4,6.10,6.11,6.13,8.3 and10.10 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 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 Seller and has significant interest in ensuring that it and Seller receive 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 Seller pursuant toSections 3.2,8.1 and8.2 of this Agreement. This is a guaranty of payment only, and not of performance ofnon-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 Seller’s liability under this Agreement.

3.5 Purchase Price Allocation.

(a) 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 Company in the manner required by Section 1060 of the Code (the “Allocation”). Within ninety (90) days following the Closing Date, Purchaser shall prepare and deliver to Seller for its review and approval IRS Form 8594 and any required exhibits thereto, setting forth the Allocation. Seller shall notify Purchaser of any objections to the Allocation within thirty (30) days of receipt of the Allocation. If no such objections are made within such thirty(30)-day period, the Allocation shall become final. If Seller notifies Purchaser within such thirty(30)-day period that it objects to one or more items reflected on the Allocation, Seller and Purchaser shall negotiate in good faith to resolve such dispute. If Seller and Purchaser fail to resolve any such dispute within thirty (30) days of Purchaser’s receipt of Seller’s notice, then Seller and Purchaser shall submit the items of the Allocation in dispute for resolution to an independent valuation or accounting firm of international reputation mutually acceptable to Seller and Purchaser, which shall, as soon as practicable after such submission, determine and report to Seller and Purchaser its resolution of the Allocation. The report of such firm shall be final and binding upon the parties hereto. The fees for such firm shall be borne equally between Seller, on the one hand, and Purchaser, on the other hand.

(b) Each of Purchaser and Seller and their respective Affiliates shall, except to the extent required otherwise by a “determination,” as defined in Section 1313 of the Code, (i) be bound by the Allocation, as finally determined, for all Tax purposes; (ii) prepare and file all Returns in a manner consistent with the Allocation, as finally determined; and (iii) take no position inconsistent with the Allocation, as finally determined, in any Return, Tax Contest or otherwise. In the event that the Allocation, as finally determined, is disputed by any Taxing Authority, the party receiving notice of such dispute shall promptly notify and consult with the other parties and keep the other parties apprised of material developments concerning resolution of such dispute. Each of Purchaser and Seller hereby agrees to revise the Allocation to reflect any adjustment to the Purchase Price pursuant to this Agreement.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

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

4.1 Due Organization, Good Standing. 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) 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 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 Seller of this Agreement and all other instruments and agreements to be delivered by Seller as contemplated hereby, the consummation by 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 Seller as contemplated hereby will be, duly executed and delivered by 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 Seller) party thereto, this Agreement and all such other instruments and agreements constitute valid and binding obligations of 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 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 Seller or the Company, 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 inSection 4.2(b) and Section 4.6 of the Seller 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

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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 inSection 4.2(b) andSection 4.6 of the Seller Disclosure Letter, contravene any Law or any Order applicable to Seller or the Company, 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 Interests. Except as set forth inSection 4.3 of the Seller Disclosure Letter, Seller has good and valid title to the Interests, free and clear of all Liens (except for restrictions arising under applicable federal, state or foreign securities Laws). Other than this Agreement, there are no rights, agreements, arrangements or commitments to which Seller is party relating to the Interests or obligating Seller to offer, issue, sell, transfer, vote or otherwise dispose of or sell, or purchase or acquire, any Interests.

4.4 Company; Capitalization.

(a) The Company is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware and has all requisite limited liability company or other requisite power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted. The Company 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 the Company or the nature of the business conducted by the 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 inSection 4.4(a) of the Seller Disclosure Letter, the Company does 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 the Company (including the holders thereof) is set forth inSection 4.4(b) of the Seller Disclosure Letter. All of the 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, the Company. The Company has no 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 the 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, the Company.

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4.5 Financial Statements; Undisclosed Liabilities.

(a) The unaudited proforma balance sheet of the Business as of December 31, 2015, and the related unaudited proforma statements of earnings for the year ended December 31, 2015, and the Balance Sheet and the related unaudited proforma statements of earnings for the 12 months then ended, are set forth inSection 4.5(a) of the Seller Disclosure Letter (collectively, the “Financial Statements”).

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

(c) Except (i) as set forth inSection 4.5(c) of the Seller 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), the Company is not subject to any liabilities of any nature (whether known or unknown and whether absolute, accrued, contingent or otherwise).

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 inSection 4.6 of the Seller Disclosure Letter, no consent of or filing with any Governmental Entity must be obtained or made by Seller in connection with the execution and delivery of this Agreement by Seller or the consummation by 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 toNon-IP Assets. Except as set forth inSection 4.7 of the Seller Disclosure Schedule, (a) the Company has good and valid title to, and/or a valid right to use, all of the assets of the Business reflected in the Financial Statements or acquired after the Balance Sheet Date, other than the IP Assets and assets sold or disposed of in the ordinary course of business since the Balance Sheet Date, and (b) no Affiliate of Seller, other than the Company, owns any IP Assets.

4.8 Intentionally Omitted.

4.9 Litigation and Other Proceedings; Orders.

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

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

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(ii) against the Company or 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 inSection 4.9 of the Seller Disclosure Letter (y) as disclosed in the SEC Reports, and except with respect to any Proceedings related to intellectual property rights (addressed inSection 4.13 below), there is no Proceeding pending or, to the Knowledge of the Seller, threatened against, or any contingent liability with respect to, any officer, director, member or manager of the Company, or any respective successors or assigns, that would give rise to any right to indemnification by the Company which would, individually or in the aggregate, reasonably be expected to result in material costs or liabilities to the Business.

(c) Except (x) as set forth inSection 4.9 of the Seller 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 inSection 4.13 below):

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

(ii) Seller is not subject to any Order that relates to the Business.

4.10 Absence of Certain Changes and Events. Except as set forth inSection 4.10 of the Seller Disclosure Letter or as contemplated by this Agreement, since the Balance Sheet Date, Seller and the Company have conducted the Business 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 Business, except (i) as disclosed inSection 4.5(c) of the Seller 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 Business, 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 Business 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;

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

(e) (i) sale, lease or other disposition of any tangible property owned by or used in the conduct of the Business, or (ii) the imposition of any Lien, on any asset or property of the Business and owned by the 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 Business, taken as a whole;

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

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

(h) (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

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

4.11 Material Contracts.

(a) Section 4.11(a) of the Seller Disclosure Letter contains a complete and accurate list, as of the date hereof, of the following Contracts (each Contract required to be set forth inSection 4.11(a) of the Seller Disclosure Letter, a “Material Contract”) to which the Company is 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 Business;

(iii) each license agreement, including any software license agreements, under which the Company is a licensee (other than“off-the-shelf” or othernon-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 Business with a value in excess of [***];

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

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

(vii) each Contract granting a Third Party an exclusive license to rights in the 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 inSection 4.11(b) of the Seller 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.

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

(ii) to the Knowledge of the Seller, 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;

(iii) neither Seller nor the Company has received from any Person, at any time since March 3, 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 the Company;

(iv) to the Knowledge of the Seller, no party to any Material Contract in effect on the date hereof has given to the Company, and the Company has not 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 the 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) The Company has not 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.

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4.12 Tax Matters. Except as set forth inSection 4.12 of the Seller 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) The Company 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 the Company.

(b) The Company has 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 Company (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 Company. The Company has 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 the Company does not file Returns that the Company is or may be subject to taxation by that jurisdiction.

(c) The unpaid Taxes of the Company (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 the Company in filing its Returns.

(d) With respect to the Company for taxable periods ended on or after March 3, 2015, 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 Company claimed or raised in writing by any Governmental Entity. The Company has not 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) The Company has not 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). The Company (i) has not 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 no 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 RegulationSection 1.1502-6 (or any corresponding provision of state, local, or foreign Tax law); or (iii) is not 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).

***	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.

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(f) The Company will not 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 ornon-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) The Company has not distributed stock of another corporation and has not 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) Seller has 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 Company for taxable periods ending on or after March 3, 2015. The Company has not 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 Company concerning any Tax matter.

(i) The Company is not and has not 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 thisSection 4.12 are the sole and exclusive representations and warranties of Seller concerning Tax matters of the Company. Notwithstanding any provision in this Agreement to the contrary, Seller makes no representation as to the amount of, or limitations on, any net operating losses, tax credits or other tax attributes that the Company may have.

4.13 Intellectual Property.

(a) Section 4.13(a) of the Seller Disclosure Letter sets forth an accurate and complete list of all registered Trademarks owned by the Company, and all pending applications that have been filed by the 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

***	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.

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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 Seller Disclosure Letter lists the registration numbers of all 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 inSection 4.13(c) of the Seller Disclosure Letter, and subject to Permitted Liens and the provisions of applicable Laws and Orders, (i) the Company (A) owns and possesses all right, title and interest in and to the Owned IP Assets, and (B) possesses the right to use, pursuant to a license, sublicense or other legal rights, the Licensed IP 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 Seller, the current use by the Company in the Business of the IP Assets does not violate, infringe, or breach, and, since March 3, 2015 has not violated, infringed, or breached, any Intellectual Property right of any Third Party.

(d) Except as set forth inSection 4.13(d) of the Seller Disclosure Letter, since March 3, 2015, no written claims have been received by the Company and, to the Knowledge of the Seller, no verbal claims have been received, from any other Person to the effect that the Company’s use of the 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 Business.

(e) The Company has taken commercially reasonable measures consistent with reasonable industry practice to enforce its Intellectual Property rights in and to the IP Assets, and to the Knowledge of the Seller, 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 inSection 4.13(f) of the Seller Disclosure Letter, no Orders to which the Company is a party limit or restrict the Company’s use of the IP Assets in the Business, 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 inSection 4.13(g) of the Seller Disclosure Letter, the consummation of the Purchase will not (i) result in the loss or impairment of any rights to use any of the IP Assets that the Company had in any of such 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 Company 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.

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

(i) Section 4.13(i) of the Seller Disclosure Letter sets forth a complete and accurate list of all material software owned by the Company and used by the Company in the Business (“Seller Software”). Subject to provisions of applicable Law and except as set forth onSection 4.13(j) of the Seller Disclosure Letter, the Company is the sole and exclusive owner 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 Company holds all Governmental Authorizations necessary for the lawful conduct of the Business, 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) the Company is not in violation of any Governmental Authorizations or Law or Order, and (b) the Business is being and has been, since March 3, 2015, conducted in compliance in all material respects with all applicable Laws and Orders.

4.15 Finders; Brokers. Except as set forth onSection 4.15 of the Seller Disclosure Letter, no agent, broker, Person or firm acting on behalf of the Company, Seller 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 and Benefit Plans. The Company has not at any time had any employees or maintained 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. The Company is not 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 ornon-U.S. Tax law). The Company has not at any time since March 3, 2015 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. The Company does not have any liability for excise taxes under Code Section 4980H, nor, to the Knowledge of the Seller, 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.

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4.17 Certain Payments. Since March 3, 2015, neither the Company nor, to the Knowledge of the Seller, any agent, employee or other Person associated with or acting for or on behalf of the Company, 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 Business, (ii) to pay for favorable treatment for business secured for the Business, or (iii) in violation of any Law or Order applicable to the Business, or (b) established or maintained any fund or asset owned or controlled by the Company that has not been recorded in the books and records of the Company.

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 Company and represent estimates in U.S. dollars of earned royalty payments or fixed-amount advance and guaranteed royalty payments to be made to the Company by licensees of the Business in the ordinary course consistent with past practice.Section 4.18 of the Seller 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 Company, consistent with past practice. The reserves for bad debt shown on the Financial Statements are, to the Knowledge of the Seller, 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 Company arising out of bona fide Contracts or other arrangements between the Company, on the one hand, and their respective counterparties, on the other hand.

4.19 Transactions with Affiliates. Except as described onSection 4.19 of the Seller Disclosure Letter and for the services to be provided temporarily under the Transition Services Agreement, there are no services currently being provided to the Business by Seller or any Affiliate of Seller that are material to the Business, and no contracts that are currently in effect between or among the Company and Seller or any Affiliate of Seller.

4.20 Insurance.

(a) Seller has made available to Purchaser copies of all policies of insurance to which the Company is a party or under which the Company, or its affiliates, are covered. Such policies are in full force and effect as of the date hereof.

(b) The Company has 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 Company.

(c) To the Knowledge of the Seller, the Company has not 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.

***	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.

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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 INARTICLE IV CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF SUCH SELLER TO PURCHASER IN CONNECTION WITH THE TRANSACTION 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 SELLER.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Except as set forth in the disclosure letter (the “Purchaser Disclosure Letter”) delivered by Purchaser to Seller 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 Seller 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.

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 Seller and each other Person (other than Purchaser) party thereto, this Agreement and all such other instruments and agreements constitute valid and

***	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.

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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 orby-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 inSection 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 inSection 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.

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 transaction contemplated hereby.

(b) Concurrently with the execution of this Agreement, Purchaser has delivered to Seller 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

***	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.

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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 inSection 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 Seller or any of its Affiliates in connection with this Agreement or any of the transactions contemplated hereby.

5.7 Investigation and Acknowledgment by Purchaser. Purchaser has conducted its own independent investigation, verification, review and analysis of the Company and Business, results of operations, financial condition, software, technology and prospects of

***	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.

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the Business, 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 Business. Purchaser acknowledges that the representations and warranties contained in this Agreement are exclusive of any other representations and warranties, express or implied, and that neither Seller nor any of its 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 INARTICLE V CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF PURCHASER TO SELLER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND 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 withSection 9.1 and (ii) the Closing Date, Seller shall, and shall cause the Company 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 Seller and the Company relating to the Business, 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 Seller may restrict the foregoing access to the extent that in the reasonable judgment of Seller, any applicable Law requires it to restrict such access;provided,further, that such access shall not unreasonably disrupt the operations of Seller or any of its Affiliates. Notwithstanding anything to the contrary contained in this Agreement, Seller shall not be required to provide any information or access that Seller 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.

(b) Nothing contained in this Agreement shall be construed to give to Purchaser, directly or indirectly, rights to control or direct the Company or the Business prior to the Closing or any other business or operations of Seller. Prior to the Closing, Seller shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Company and the Business 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.

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(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 Seller, the Company or with respect to the Business or the transactions contemplated hereby prior to the Closing without the prior written consent of Seller.

6.2 Conduct of Seller and the Business. Between the date hereof and the earlier of the Closing Date and the termination of this Agreement pursuant to or in accordance withArticle 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, Seller shall, and shall cause the Company to:

(a) conduct the Business 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 Business;

(d) not renew or extend any Material Contract or enter into a License Agreement that would be required to be listed onSection 4.11(a) of the Seller 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 Company than the terms existing immediately prior to such extension or renewal, shall be permitted hereunder if such Material Contract is specifically listed inSection 6.2(d) of the Seller Disclosure Letter

(e) not permit, allow or suffer any asset of the Business 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 thePre-Closing Period or settle any Tax Contests with any Governmental Entity that would result in any material Tax liability to Purchaser, the Company or any of their Subsidiaries.

6.3 Efforts to Close; Antitrust Laws.

(a) Except as otherwise provided in thisSection 6.3, Purchaser and Seller 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

***	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.

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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 inSection 7.2 andSection 7.3;provided, that neither Seller nor any of its 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 Seller or any of its 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 Seller 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 Seller 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 Seller 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 Seller 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 the Company, (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. Seller, 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

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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 thisSection 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 Seller, 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 Seller, threatened, against Seller or Purchaser, as the case may be, or any of their respective Affiliates.

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 Company and the Business (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 Company and the Business) relating to the Company or the conduct of the Business 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, Seller.

(b) Following the Closing, the parties hereto will allow each other reasonable access to (i) the Company, the Business, and the Owned IP Assets, (ii) their books and records related to the Company, the Business, and the Owned IP Assets, and (iii) such personnel employed by an Affiliate of 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 Seller’s 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 itsout-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 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,

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status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company, the Business, or the Owned IP Assets, thenon-contesting ornon-defending party or parties shall, at the sole cost and expense of the contesting or defending party (except as otherwise provided inSection 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 suchnon-contesting ornon-defending party’s operation of its business(es). Allnon-public information received pursuant to thisSection 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 itsout-of-pocket costs incurred in providing such personnel and access to the other party.

(d) The obligations of Purchaser under thisSection 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 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 thisSection 6.6.

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 Seller 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 Seller 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 Seller is required to join in the execution of any such Return or documentation, Purchaser shall prepare and deliver to 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 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 Company, but not imposed on the Company (to the extent such Tax items are reflected on or affect the amounts reported on the Returns of the Company) 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 Seller;provided,however, Seller 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

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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 Company to provide any assistance and information reasonably requested by Seller to enable Seller (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 Company, that are imposed on the Company for periods ending on or prior to the Closing Date (the “Non-Flow-Through Returns”) shall be prepared by Seller 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 Seller’s reasonable requests for assistance and information in connection with the preparation of theNon-Flow-Through Returns.

(iii) Purchaser and Seller shall cooperate fully, to the extent commercially reasonable, in connection with (y) the filing of Flow-Through Returns andNon-Flow-Through Returns, (z) any Tax Contest with respect to Flow-Through Returns orNon-Flow-Through Returns and Taxes relating to such Returns and (iii) the preparation of any financial statements to the extent related to such Taxes. Seller shall have the right to control any Tax Contest with respect to Taxes and Returns that relate to any Flow-Through Return andNon-Flow-Through Returns (such tax matter, a “Seller Tax Matter”);provided,however, Seller 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 Seller 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 Seller a copy of such Return not later than thirty (30) days prior to the due date for such Return for Seller 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. Seller 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 Company 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 Company for a Straddle Period that relates to thePre-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) Seller 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

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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 Seller with respect to anyPre-Closing Period relating to the Company. Purchaser shall be entitled to retain or, to the extent actually received by Seller or any of its Affiliates, receive payment from Seller or any of its 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 Company.

(d) Purchaser, on the one hand, and Seller, 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 Company (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 Seller shall be required to disclose any income Tax Returns to any Person. Any expenses incurred in furnishing such information or assistance pursuant to thisSection 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 anyPre-Closing Period without the prior consent of Seller, 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 Seller or any of its 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, Seller will cooperate with Purchaser and the Company in respect of the preparation by Purchaser and the Company of such audited financial statements of the Company as Purchaser may determine are necessary or desirable for securities law compliance or other purposes.

6.10 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 Seller 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

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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 Seller (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 of this Agreement by Purchaser. Purchaser shall keep Seller fully informed, in all reasonable detail, of the status of its efforts to arrange the Debt Financing and shall, from the date hereof until the Closing Date, promptly notify Seller 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 Seller, 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 Seller to monitor the progress of such financing activities. Upon request, Purchaser shall provide Seller 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

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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 Seller 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 toSection 9.1, Seller 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 Seller shall not be required to provide cooperation under thisSection 6.10(c) that: (w) unreasonably interferes with the ongoing business of Seller or the Company; (x) causes any representation or warranty in this Agreement to be breached; (y) causes any closing condition set forth inArticle VII to fail to be satisfied or otherwise causes the breach of this Agreement or any Contract to which Seller or the Company is a party; or (z) requires Seller or any of its 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 Seller 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 Seller be in breach of this Agreement because of the failure to deliver any financial or other information that is not currently readily available to Seller on the date hereof or is not otherwise prepared in the ordinary course of business of Seller at the time requested by Purchaser or for the failure to obtain review of any financial or other information by its accountants.

(d) In no event shall Seller be required to pay any commitment or similar fee or incur any Liability (including due to any act or omission by Seller or its 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 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 toSection 9.1, (i) promptly upon request by Seller reimburse Seller for all documentedout-of-pocket costs incurred in good faith by Seller in connection with such cooperation and (ii) indemnify and hold harmless Seller, and 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.

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(e) To the extent that thisSection 6.10 requires Seller’s cooperation with respect to any of Purchaser’s obligations under the Debt Commitment Letter or relating to the Debt Financing, Seller shall be deemed to have complied with thisSection 6.10 for purposes ofArticle VII of this Agreement if Seller has provided Purchaser with the assistance required under thisSection 6.10 with respect to the Debt Commitment Letter and the Debt Financing. Notwithstanding anything to the contrary, the condition set forth inSection 7.2(a), as it applies to Seller’s obligations under thisSection 6.10, shall be deemed satisfied unless the Debt Financing has not been obtained primarily as a direct result of Seller’s breach of its obligations under thisSection 6.10.

6.11 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 Company, upon receipt of any such payments following the Closing, Purchaser and its Affiliates, including the Company, 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 Seller or Seller’s designee by wire transfer of immediately available funds as directed by Seller.

6.12 Efforts to Collect and Reporting. Following the Closing Date and for a period of ninety (90) days thereafter, Purchaser and its Affiliates, including the Company, shall use commercially reasonable efforts to collect any Aged Accounts Receivable and Purchaser and its Affiliates, including the Company, shall not forgive the payment of any such amounts, or modify the terms of payment with respect thereto, without Seller’s prior written consent. Purchaser shall, and shall cause its Affiliates, including the Company, to provide Seller, 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 Seller in connection with Purchaser’s obligations underSection 6.11, and thisSection 6.12;provided, however, that no such cooperation or access shall unreasonably interfere with Purchaser and its Affiliates operation of its and their businesses.

6.13 Payment to Wrong Party Following Closing. If following the Closing, either (a) Seller receives amounts that should have been paid to the Company directly for periods following the Closing or (b) the Company receives amounts that should have been allocated or paid to Seller 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.

6.14 Transfer of Domain Name Registrations. Purchaser acknowledges that certain domain name registrations used in connection with the Business may be registered in the name of Seller or an Affiliate of Seller and that Seller shall assign such domain name registrations to the Company prior to the Closing; unless the Company may not contractually or

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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 Company and Purchaser’s other Affiliates cannot lawfully or contractually take possession of certain domain name registrations used in connection with the Business, Purchaser and Seller 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 Seller to consummate and cause the consummation of the Purchase are subject to the satisfaction or waiver in writing by Seller 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 andnon-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. Seller shall have received executed copies of the consents or waivers set forth onSection 7.1(c) of the Seller Disclosure Letter, which in each case shall be sufficient to permit the consummation of the Purchase.

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

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 Seller 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 Seller contained inArticle 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.

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

7.3 Conditions to the Obligations of Seller. The obligations of Seller to consummate and cause the consummation of the Purchase are subject to the satisfaction or waiver by Seller, 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 inArticle 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 Seller the items set forth inSection 2.2(c).

7.4 Frustration of Closing Conditions. Neither Purchaser nor Seller may rely on the failure of any condition set forth in thisArticle 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 withSection 6.3.

ARTICLE VIII

INDEMNIFICATION; REMEDIES

8.1 General Indemnification by Seller. Following the Closing, and subject to the provisions of thisArticle VIII, Seller shall indemnify and hold harmless Purchaser and its Representatives and Affiliates (including the Company after Closing) (collectively, the “PurchaserIndemnified Persons”) for, and shall pay to the Purchaser Indemnified Persons the amount of, any loss, liability, claim, damage, cost, penalty, fine, judgment, expense (including reasonableout-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 Seller in this Agreement; and (b) any breach by Seller of any covenant or obligation of Seller in this Agreement. Seller has 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. Seller 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.

8.2 Tax Indemnification by Seller. After Closing, Seller shall indemnify the Purchaser Indemnified Persons, and hold them harmless from and against (a) all Taxes (or thenon-payment thereof) of the Company for thePre-Closing Period and (b) any and all Taxes of

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any member of an affiliated, consolidated, combined, or unitary group of which the Company is or was a member during thePre-Closing Period, including pursuant to IRS regulation§1.1502-6 or any analogous or similar state, local ornon-U.S. law or regulation.

8.3 Indemnification by Purchaser. Following the Closing, Purchaser shall indemnify and hold harmless Seller and its Representatives and Affiliates (including the Company 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. Seller 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 inSections 4.1,4.2(a),4.3,4.4 and4.12 (the “Fundamental Reps”), orSections 4.7,4.13 or4.19 (the “Designated Reps”), unless on or before [***], Purchaser notifies Seller 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, [***], 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 Seller 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) Seller 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 Peanuts Transaction Agreement, in the aggregate, exceed an amount equal to [***] (the “Basket”), which amount shall be treated as a deductible for purposes of thisArticle 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 Peanuts 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.

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(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 toSection 3.2.

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

(g) Notwithstanding anything in thisSection 8.5 to the contrary, neither the Basket nor the Cap shall apply to Damages arising out of or related to (i) breaches by Seller of any Fundamental Rep, (ii) matters covered bySections 8.1(b),Section 8.2 orSection 8.3(b), or (iii) actual fraud;provided,however, that in no event shall the Purchaser Indemnified Persons be entitled to recover Damages from Seller 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 thisArticle VIII, in excess of the Purchase Price.

8.6 Procedure for Indemnification — Third Party Claims.

(a) Promptly after receipt by a party indemnified underSection 8.1,8.2 or8.3 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 inSection 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 thisArticle VIII for any fees of other counsel or any other expenses with respect to the defense of

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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 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. ThisSection 8.6 shall not apply to Tax Contests, which shall be governed bySection 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 Form870-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 thisArticle VIII, all representations and warranties made by Seller 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 Seller and Purchaser;

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(b) by either Seller 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 andnon-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 thisSection 9.1(b)(i) shall have complied with its obligations, if any, underSection 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 thisSection 9.1(b)(ii) if such party is in material breach of this Agreement;

(c) by Seller, if: (i) any of the representations and warranties of Purchaser contained inArticle 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 inSection 7.3(a),Section 7.3(b), orSection 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 Seller to Purchaser and (2) the day that is five (5) Business Days prior to the End Date;provided, that Seller may not terminate this Agreement pursuant to thisSection 9.1(c) if Seller is in material breach of this Agreement; or

(d) by Purchaser, if: (i) any of the representations and warranties of Seller contained inArticle IV shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (x) would result in the failure of a condition set forth inSection 7.2(a),Section 7.2(b), orSection 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 Seller and (2) the day that is five Business Days prior to the End Date;provided, that Purchaser may not terminate this Agreement pursuant to thisSection 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 toSection 9.1 by Purchaser, on the one hand, or Seller, 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 Seller or Purchaser, except that thisArticle IX (Termination) andArticle X (Miscellaneous) shall survive any termination of this Agreement. Nothing in thisSection 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 orout-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).

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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, Seller 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).

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

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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 Seller 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.

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

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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 Seller 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. ThisSection 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 toSection 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 set forth inSection 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 inSection 9.3,Section 10.5(a),Section 10.6,Section 10.8 andSection 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 thisSection 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 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

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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 INSECTION 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 Seller 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 thisSection 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

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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.

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, 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 Seller’s ownership of the Interests and operation of the Business, 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]

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IN WITNESS WHEREOF, Purchaser and Seller 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

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.

RELEASE OF CLAIMS

This Release of Claims (this “Release”) is made and entered into as of [●], 2017 by and between IBG Borrower LLC, a Delaware limited liability (“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, Seller is a party to that certain Membership Interest Purchase Agreement, dated as of May 9, 2017, by and among Purchaser, Seller, and, solely for purposes ofSection 3.3 andSection 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. 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 the Company and its 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 Business 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. 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.

IBG BORROWER LLC


By:
Print Name:
Title:

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-3

Exhibit B

Interests Assignment and Assumption 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.

ASSIGNMENT AND ASSUMPTION AGREEMENT

ThisASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is dated as of [•], 2017 (the “Effective Date”), by and between IBG Borrower, a limited liability company organized under the Laws of the State of Delaware (“Seller”) and DHX SSP Holdings LLC, a limited liability company organized under the Laws of the State of Delaware (“Purchaser”).

RECITALS

WHEREAS, Seller, Purchaser and, solely for purposes of certain provisions specified therein, Iconix Brand Group, Inc. and DHX Media Ltd., are parties to that certain Membership Interest Purchase Agreement, dated as of May 9, 2017 (the “Purchase Agreement”);

WHEREAS, under the Purchase Agreement, Seller has agreed to sell, assign, convey, transfer and deliver all of Seller’s right, title and interest, obligation, acknowledgement, Liabilities, duties and burdens under and with respect to the Interests to Purchaser, and Purchaser has agreed to accept and assume from Seller all of Seller’s right, title and interest, obligation, acknowledgement, Liabilities, duties and burdens under and with respect to the Interests;

WHEREAS, Purchaser has agreed to succeed Seller to the rights, benefits and obligations as a member of Shortcake IP Holdings LLC (“Company”); and

WHEREAS, each of Seller and Purchaser must deliver this Agreement as a condition to Closing pursuant to the Purchase Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings given to such terms in the Purchase Agreement.

2. Assignment. Seller does hereby assign, transfer, convey, and deliver to Purchaser, effective as of the Closing, all of Seller’s right, title, benefit, privilege and interest, obligation, acknowledgement, Liabilities, duties and burdens in, under and to the Interests.

3. Assumption. As of the Closing, Purchaser accepts the assignment set forth inSection 2 and assumes and agrees to be bound by Seller’s obligations, Liabilities, duties and burdens (i) with respect to the Interests and (ii) as a member of the Company.

4. Release of Seller. The parties hereto acknowledge and agree that (a) except as provided in the Purchase Agreement or in any document or agreement executed in connection therewith, the assignment by Seller inSection 2 is made without recourse, representation or warranty of any kind by Seller, and (b) on and as of the Closing, Seller shall have no further obligation, Liability, duty or burden in respect of the Interests or as a member of the 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-2

5. Conflicts with Purchase Agreement. This Agreement shall be subject in all respects to the Purchase Agreement and shall be construed so as to carry out the intentions of the parties thereto as expressed in the Purchase Agreement. In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of the Purchase Agreement, the terms and conditions of the Purchase Agreement shall govern.

6. Miscellaneous. Article X of the Purchase Agreement is hereby incorporated hereinmutatis mutandis by this reference;provided that references to “this Agreement,” “hereto,” “hereunder,” and similar references in such sections of the Purchase Agreement shall pertain to this Agreement.

[Remainder of page intentionally blank; signature page follows]

***	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

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.


IBG BORROWER LLC

By:
		Name:
		Title:

DHX SSP HOLDINGS LLC

By:
		Name:
		Title:

Signature Page to Assignment and Assumption 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-4

SELLER DISCLOSURE LETTER

TO THE

MEMBERSHIP INTEREST PURCHASE AGREEMENT

BY AND AMONG

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.

This document constitutes the Seller Disclosure Letter (the “Seller Disclosures”) referenced in the Membership Interest Purchase Agreement (the “Agreement”), dated May 9, 2017, by and among IBG Borrower LLC, a limited liability company organized under the Laws of Delaware (“Seller”), and solely for purposes of Section 3.4 of the Agreement, Iconix Brand Group, Inc. a corporation organized under the laws of the State of Delaware, on the one hand, and DHX SSP Holdings LLC, a limited liability company organized under the Laws of Delaware (“Purchaser”), and solely for the purposes of Section 3.3 of the Agreement, DHX Media Ltd. a corporation organized under the Laws of Canada (“DHX”), on the other hand. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Agreement.

Matters reflected in the Seller Disclosures are not necessarily limited to matters required by the Agreement to be reflected in the Seller Disclosures. The Seller may, at its option, include in the Seller Disclosures items that are not material in order to avoid any misunderstanding, and such inclusion shall not be deemed to be an acknowledgment or representation that such items are material, to establish any standard of materiality or to define further the meaning of such terms for purposes of the Agreement, the Seller Disclosures or otherwise. To the extent any such additional matters are included, they are included for informational purposes and do not necessarily include other matters of a similar nature. In no event shall any disclosure of additional matters be deemed or interpreted to broaden or otherwise amend any of the covenants or representations or warranties in the Agreement. The disclosure of any matter or item in the Seller Disclosures shall not be deemed to constitute an acknowledgment that such matter or item is material to a representation or warranty set forth in the Agreement and shall not be used as a basis for interpreting the terms “material,” “materially” or “materiality” or any word or phrase of similar import, and does not mean that such matter or item would, alone or together with any other matter or item, reasonably be expected to be material. Headings and subheadings have been inserted in the Seller Disclosures for convenience of reference only and shall to no extent have the effect of amending or changing the express description thereof as set forth in the Agreement, or modifying any of the representations and warranties contained in the Agreement or any of the qualifications or exceptions set forth in the Agreement relating to such representations and warranties, including, without limitation, any qualifications based on knowledge. All references to “Sections” in the Seller Disclosures shall be deemed to refer to the provisions of the Agreement, unless the context requires otherwise. Disclosure of any fact or item in any Schedule referenced by a particular Section in the Agreement shall be deemed to have been disclosed with respect to every other Section in the Agreement to the extent that it is reasonably apparent from the face of such disclosure that such disclosure would apply to such other Sections.

The specification of any dollar amount or the inclusion of any item in the Seller Disclosures is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the ordinary course of business, and no party to the Agreement shall use the fact of the setting of the amounts or the fact of the inclusion of any item in the Seller Disclosures in any dispute or controversy between the parties as to whether any obligation, item or matter not described or included in the Seller Disclosures is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside of the ordinary course of business for purposes of the Seller Disclosures and the 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.

The information contained in the Seller Disclosures is disclosed solely for purposes of the Agreement, and no information contained herein or therein shall be deemed to be an admission by any party to the Agreement to any third party of any matter whatsoever (including any violation of any Law or Order or breach of contract). The parties to the Agreement do not assume any responsibility to any Person that is not a party to the Agreement for the accuracy of any information set forth in the Seller Disclosures. The information set forth in the Seller Disclosures was not prepared or disclosed with a view to its potential disclosure to others. Subject to applicable Law, such information is disclosed in confidence for the purposes contemplated in the Agreement and is subject to the confidentiality provisions of the Confidentiality Agreement. Moreover, in disclosing the information in the Seller Disclosures, each party to the Agreement expressly does not waive any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the matters disclosed or discussed herein.

***	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.

Section 1.1(b)

Permitted Liens

[***]

***	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.

Section 1.5

Knowledge

●

John Haugh

●

Dave Jones

●

Roz Nowicki

●

Susan Osit

***	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.

Article IV

Representation and Warranties of Seller

Section 4.2(b)

Noncontravention; Consents and Approvals

The following agreement requires notice of a change of control:

[***]

***	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.

Section 4.3

Title to Interests

None.

***	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.

Section 4.4(a)

Company

None.

***	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.

Section 4.4(b)

Capitalization


Entity	Parent(s)	Number of Shares/Units Owned by Parent(s)	Total Shares Outstanding
Shortcake IP Holdings LLC	IBG Borrower LLC	100%	N/A

***	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.

Section 4.5(a)

Financial Statements

[***]

***	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.

Section 4.5(c)

Undisclosed Liabilities

None.

***	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.

Section 4.6

Consents and Approvals (Governmental)

None.

***	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.

Section 4.7

Title toNon-IP Assets

See Section 4.19.

***	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.

Section 4.9(a)

Litigation and Other Proceedings

None.

***	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.

Section 4.9(b)

Litigation and Other Proceedings: Obligation to Indemnify

None.

***	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.

Section 4.9(c)

Orders

None.

***	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.

Section 4.10

Absence of Certain Changes and Events

None.

***	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.

Section 4.11(a)

Material Contracts: List

Section 4.11(a)(i)

[***]

Section 4.11(a)(ii)


Agent	Agreement or Amendment	Date

[***]	Agreement, Amendment A, Amendment B, Amendment C	1-1-15,10-1-15,1-1-16,1-1-17
[***]	Agreement	2-16-17
[***]	Agreement, Amendment A, Amendment B⁶	5-1-12,1-1-15,10-1-15
[***]	Agreement, Amendment A	1-1-16,4-11-17
[***]	Agreement, Amendment A	1-1-16,3-30-17
[***]	Agreement, Amendment A	1-1-16,3-30-17
[***]	Agreement, Amendment A	1-1-16,3-9-16
[***]	Agreement, Amendment A, Amendment B, Amendment C	1-1-13,10-1-15,1-1-16,2-7-17
[***]	Agreement, Amendment A, Amendment B	7-12-13,7-1-14,10-1-15
[***]	Agreement, Amendment A	1-1-16,9-29-16
[***]	Agreement	1-1-16
[***]	Agreement	7-27-2016
[***]	Agreement	1-1-16

Section 4.11(a)(iii)

None.

Section 4.11(a)(iv)

None.

Section 4.11(a)(v)

None.

Section 4.11(a)(vi)

None.

***	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.

Section 4.11(a)(vii)

[***]

Co-Production Agreement, dated as of March 15, 2016, between [***].

Consolidated, Amended, and Restated Interactive App Development Licensing and Distribution Agreement, dated as of September 1, 2016, between [***].

Acquisition Agreement between [***]

License Agreement, dated as of March 1, 2015, between [***]

Section 4.11(a)(viii)

Relevant amendments included in the applicable sections listed above.

***	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.

Section 4.11(b)

Material Contracts: Force and Effect

None.

***	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.

Section 4.11(c)

Material Contracts: Compliance

Section 4.11(c)(i)

None.

Section 4.11(c)(ii)

None.

Section 4.11(c)(iii)

None.

Section 4.11(c)(iv)

None.

Section 4.11(c)(v)

None.

***	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.

Section 4.12(d)

Tax Matters

[***].

***	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.

Section 4.13(a)

Intellectual Property: Trademarks

See attached list of Trademarks.

Domain Names:


Domain Name	Country	Registration Date	Registrant Organization

charlotte-aux-fraises.fr	France	15-Dec-2008	Corporation Service Company France*
charlotteauxfraises.com	gTLD	05-Feb-2010	Shortcake IP Holdings LLC
charlotteauxfraises.fr	France	15-Dec-2008	Corporation Service Company France*
emilyerdbeer.com	gTLD	11-Jun-2009	Shortcake IP Holdings LLC
emilyerdbeer.de.com	Alternate Extension	11-Jun-2009	Shortcake IP Holdings LLC
fragolina-dolce-cuore.it	Italy	10-Nov-2014	Corporation Service Company France*
fragolinadelcuore.it	Italy	17-Apr-2014	Corporation Service Company France*
fragolinadolcecuore.it	Italy	10-Nov-2014	Corporation Service Company France
fraisifanclub.com	gTLD	04-Jul-2010	Shortcake IP Holdings LLC
fraisinette.ca	Canada	05-Jun-2007	Shortcake IP Holdings LLC
fresita.com.co	Colombia	29-Jul-2010	Shortcake IP Holdings LLC
frutillita.cl	Chile	21-Jun-2010	Shortcake IP Holdings LLC
frutillita.com.ar	Argentina	14-Mar-2014	Corporation Service Company*
frutillita.com.py	Paraguay	23-Jun-2016	Shortcake IP Holdings LLC
moranguinho.br.com	Alternate Extension	11-Jun-2009	Shortcake IP Holdings LLC
moranguinho.com.br	Brazil	05-Mar-2014	Corporation Service Company*
officialstrawberryshortcake.com	gTLD	18-Aug-2009	Shortcake IP Holdings LLC
officialstrawberryshortcake.net	gTLD	18-Aug-2009	Shortcake IP Holdings LLC
officialstrawberryshortcake.org	gTLD	18-Aug-2009	Shortcake IP Holdings LLC
portalmoranguinho.com.br	Brazil	05-Nov-2012	Corporation Service Company*
rosita-fresita.com	gTLD	07-Nov-2014	Shortcake IP Holdings LLC
rosita-fresita.com.mx	Mexico	16-Jun-2009	Shortcake IP Holdings LLC
rositafresita.com.mx	Mexico	16-Jun-2009	Shortcake IP Holdings LLC
strawberry-shortcake.ca	Canada	18-Feb-2010	Shortcake IP Holdings LLC
strawberry-shortcake.co.uk	United Kingdom	24-Jun-2008	Shortcake IP Holdings LLC
strawberry-shortcake.com	gTLD	29-Jan-2010	Shortcake IP Holdings LLC
strawberry-shortcake.com.au	Australia	14-Feb-2014	Wild Pumpkin Licensing International Pty Ltd*
strawberry-shortcake.nl	Netherlands	17-Feb-2010	Shortcake IP Holdings LLC
strawberry-shortcake.org	gTLD	24-Feb-2010	Shortcake IP Holdings LLC
strawberrycake.net	gTLD	14-Jun-2011	Shortcake IP Holdings LLC
strawberryshortcake-online.com	gTLD	18-Aug-2009	Shortcake IP Holdings LLC
strawberryshortcake-online.net	gTLD	18-Aug-2009	Shortcake IP Holdings 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.


strawberryshortcake-online.org	gTLD	��	18-Aug-2009	Shortcake IP Holdings LLC
strawberryshortcake.ae	United Arab Emirates		06-Nov-2014	Shortcake IP Holdings LLC
strawberryshortcake.co	Colombia		01-Jun-2010	Shortcake IP Holdings LLC
strawberryshortcake.co.il	Israel		16-May-2016	Shortcake IP Holdings LLC
strawberryshortcake.co.nl	Alternate Extension		18-Feb-2010	Shortcake IP Holdings LLC
strawberryshortcake.co.nz	New Zealand		18-Nov-2010	Shortcake IP Holdings LLC
strawberryshortcake.co.th	Thailand		16-Dec-2014	Shortcake IP Holdings LLC
strawberryshortcake.co.za	South Africa		11-Aug-2014	Shortcake IP Holdings LLC
strawberryshortcake.com	gTLD		31-Aug-2011	Shortcake IP Holdings LLC
strawberryshortcake.com.au	Australia		03-Jun-2007	Wild Pumpkin Licensing International Pty Ltd*
strawberryshortcake.com.co	Colombia		06-Aug-2010	Shortcake IP Holdings LLC
strawberryshortcake.com.hk	Hong Kong		06-Nov-2014	Corporation Service Company*
strawberryshortcake.com.pa	Panama		12-May-2016	Shortcake IP Holdings LLC
strawberryshortcake.com.pe	Peru		10-Jun-2009	Shortcake IP Holdings LLC
strawberryshortcake.gr	Greece		05-Nov-2014	Shortcake IP Holdings LLC
strawberryshortcake.in	India		02-Oct-2014	Shortcake IP Holdings LLC
strawberryshortcake.jp	Japan		06-Nov-2014	Corporation Service Company*
strawberryshortcake.mobi	gTLD		26-Sep-2006	Shortcake IP Holdings LLC
strawberryshortcake.my	Malaysia		24-Dec-2014	Corporation Service Company*
strawberryshortcake.net	gTLD		30-Aug-2011	Shortcake IP Holdings LLC
strawberryshortcake.org	gTLD		18-Aug-2009	Shortcake IP Holdings LLC
strawberryshortcake.pe	Peru		10-Jun-2009	Shortcake IP Holdings LLC
strawberryshortcake.ph	Philippines		29-Sep-2014	Shortcake IP Holdings LLC
strawberryshortcake.pl	Poland		05-Nov-2014	Shortcake IP Holdings LLC
strawberryshortcake.pt	Portugal		21-Nov-2014	Shortcake IP Holdings LLC
strawberryshortcake.ru	Russian Federation		01-May-2014	Shortcake IP Holdings LLC
strawberryshortcake.se	Sweden		26-Sep-2014	Shortcake IP Holdings LLC
strawberryshortcake.sg	Singapore		10-Nov-2015	Shortcake IP Holdings LLC
strawberryshortcake.tw	Taiwan		12-Aug-2014	Shortcake IP Holdings LLC
strawberryshortcake.uk.com	Alternate Extension		11-Jun-2009	Shortcake IP Holdings LLC
strawberryshortcakedvds.com	gTLD		17-Nov-2009	Shortcake IP Holdings LLC
strawberryshortcakefun.com	gTLD		12-Jan-2010	Shortcake IP Holdings LLC
strawberryshortcakelatam.com	gTLD		10-Jun-2009	Shortcake IP Holdings LLC
strawberryshortcaketoys.ca	Canada		19-Feb-2010	Shortcake IP Holdings LLC
tarta-de-fresa.es	Spain		25-Jul-2008	Shortcake IP Holdings LLC
tartadefresa.com.es	Spain		18-Aug-2009	Shortcake IP Holdings LLC
tartadefresa.es	Spain		11-Aug-2007	Shortcake IP Holdings LLC
zomberryshortcake.com	gTLD		29-Jan-2013	Shortcake IP Holdings LLC

* Domains marked with an asterisk are held in the name of a Person other than the 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.

Section 4.13(b)

Intellectual Property: Copyrights


Title of Work	Registration No.	Registration Date	Country

Adorable apple dumplin’s book / by Nicole Okaty. (Series: Strawberry Shortcake)	TX0006062610	10/21/14	U.S.
Strawberry shortcake : custard and pupcake’s books : a pet pals adventure.	TX0006167404	05/09/05	U.S.
Blueberry Muffin’s Book (Series: Strawberry Shortcake)	TX0006123349	03/08/05	U.S.
Angel Cake’s cupcake book : a sweet and sugary adventure. (Series: Strawberry Shortcake)	TX0006109369	01/11/05	U.S.
New Strawberry Shortcake Baby	VA1-924-998	08/21/14	U.S.
STRAWBERRY SHORTCAKE ALT CELEBRATION QRG	Vau1-182-161	08/14/14	U.S.
STRAWBERRY SHORTCAKE BABY PLAYROOM QUICK REFERENCE GUIDE	VA1-924-997	08/14/14	U.S.
STRAWBERRY SHORTCAKE BABY PACKAGING GUIDE	VA1-925-002	08/12/14	U.S.
STRAWBERRY SHORTCAKE BABY PETS REFRESH	VA1-924-996	08/12/14	U.S.
STRAWBERRY SHORTCAKE’S EASTER EGG HUNT (Sticker Stories)	TX0007935617	08/01/14	U.S.
STRAWBERRY SHORTCAKE: The Berry Bitty PrinceSSC Pageant.	TX0007800597	11/05/13	U.S.
STRAWBERRY SHORTCAKE: A Day at the Apple Orchard.	TX0007782586	09/30/13	U.S.
STRAWBERRY SHORTCAKE:Show-and- Tell (Penguin Young Readers: Level 2	TX0007784939	09/20/13	U.S.
Strawberry Shortcake Baby Safari Style Guide	VA0001946937	08/18/13	U.S.
STRAWBERRY SHORTCAKE BABY WITH PACIFIER	VA-1-877-516	08/08/13	U.S.
STRAWBERRY SHORTCAKE CUPCAKE STYLE GUIDE	VA-1-877-505	06/26/13	U.S.
STRAWBERRY SHORTCAKE: ABrand-New Look! (Penguin Young Readers: Level 2)	TX0007733990	06/07/13	U.S.
STRAWBERRY SHORTCAKE: A Berry Bitty Ballet.	TX0007716239	05/15/13	U.S.
STRAWBERRY SHORTCAKE: A Berry Bitty Christmas.	TX0007693548	02/19/13	U.S.
CHIFFON	Vau-1-122-642	01/18/13	U.S.
CINNAPUP	VAU1-122-834	01/18/13	U.S.
HENNA	Vau-1-122-643	01/18/13	U.S.
HUCKLEBERRY PIE 2012	Vau1-122-644	01/18/13	U.S.
MARMALADE	VAu1-122-647	01/18/13	U.S.
PITTERPATCH	VAu1-122-813	01/18/13	U.S.
SCOUTY	VAu1-122-811	01/18/13	U.S.
TOMTOM PUPPY	VAu1-122-832	01/18/13	U.S.
CHIFFON SERIES ART	VAU1-122-830	01/08/13	U.S.
CINNAPUP SERIES ART	VAu1-122-817	01/08/13	U.S.
HUCKLEBERRY PIE SERIES ART	VAU1-122-645	01/08/13	U.S.
MARMALADE SERIES ART	VAU1-122-824	01/08/13	U.S.
PITTERPATCH SERIES ART	VAu1-122-814	01/08/13	U.S.
TOMTOM PUPPY SERIES ART	Vau-1-122-648	01/08/13	U.S.
STRAWBERRY SHORTCAKE PRECIOUS PRINCESSC STYLE GUIDE	VA1-856-350	11/06/12	U.S.
STRAWBERRY SHORTCAKE WIFI STYLE GUIDE	VA1-845-067	11/06/12	U.S.
BLUEBERRY MUFFIN WITH BOOK	VA1-837-895	10/11/12	U.S.
ORANGE MARMALADE WITH SHOPPING BAGS	VA1-837-897	10/11/12	U.S.
PLUM PUDDING BALLET POSE	VA1-837-876	10/11/12	U.S.
RASPBERRY TORE WITH LEFT HAND ON HIP	VA1-837-931	10/11/12	U.S.
STRAWBERRY SHORTCAKE WIFI QUICK REFERENCE GUIDE	VA1-838-194	10/11/12	U.S.
STRAWBERRY SHORTCAKE BERRY BITTY ADVENTURES - SEASON 2 - EPISODE 202 - ROOM AT THE TOP - SCRIPT	PA1-808-699	07/19/12	U.S.
STRAWBERRY SHORTCAKE BERRY BITTY ADVENTURES - SEASON 2 - EPISODE 203 - STARLIGHT, STAR BRIGHT - SCRIPT	PA1-805-759	07/19/12	U.S.

***	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.


Title of Work	Registration No.	Registration Date	Country

STRAWBERRY SHORTCAKE BERRY BITTY ADVENTURES - SEASON 2 - EPISODE 204 - PRACTICE MAKES PERFECT - SCRIPT	PA1-805-760	07/19/12	U.S.
STRAWBERRY SHORTCAKE BERRY BITTY ADVENTURES - SEASON 2 - EPISODE 205 - TOP TALENT - SCRIPT	PA1-805-762	07/19/12	U.S.
STRAWBERRY SHORTCAKE BERRY BITTY ADVENTURES - SEASON 2 - EPISODE 206 - A STAR IS FASHIONED- SCRIPT	PA1-805-761	07/19/12	U.S.
STRAWBERRY SHORTCAKE BERRY BITTY ADVENTURES - SEASON 2 - EPISODE 207 - NO BLUEBERRY IS AN ISLAND - SCRIPT	PA1-805-755	07/19/12	U.S.
STRAWBERRY SHORTCAKE BERRY BITTY ADVENTURES - SEASON 2 - EPISODE 208 - WHERE THE BERRY BREEZE BLOWS - SCRIPT	PA1-805-756	07/19/12	U.S.
STRAWBERRY SHORTCAKE BERRY BITTY ADVENTURES - SEASON 2 - EPISODE 209 - THE BERRY BEST VACATION - SCRIPT	PA1-805-757	07/19/12	U.S.
STRAWBERRY SHORTCAKE BERRY BITTY ADVENTURES - SEASON 2 - EPISODE 210 - THE BERRY LONG WINTER - SCRIPT	PA1-805-758	07/19/12	U.S.
STRAWBERRY SHORTCAKE BERRY BITTY ADVENTURES - SEASON 2 - EPISODE 211 - THE BIG FREEZE - SCRIPT	PA1-805-754	07/19/12	U.S.
STRAWBERRY SHORTCAKE BERRY BITTY ADVENTURES - SEASON 2 - EPISODE 212 - ON ICE - SCRIPT	PA1-805-752	07/19/12	U.S.
STRAWBERRY SHORTCAKE BERRY BITTY ADVENTURES - SEASON 2 - EPISODE 213 - ON THE ROAD - SCRIPT	PA1-805-753	07/19/12	U.S.
STRAWBERRY SHORTCAKE BERRY BITTY ADVENTURES - SEASON 2 - EXPISODE 201 - THE BERRY BIG HARVEST - SCRIPT	PA1-815-953	07/19/12	U.S.
STRAWBERRY SHORTCAKE BERRY BITTY ADVENTURES - SEASON 2 - EPISODE 201, THE BERRY BIG HARVEST - DVD	PA1-822-937	07/18/12	U.S.
STRAWBERRY SHORTCAKE BERRY BITTY ADVENTURES - SEASON 2 - EPISODE 202, ROOM AT THE TOP - DVD	PA1-819-424	07/18/12	U.S.
STRAWBERRY SHORTCAKE BERRY BITTY ADVENTURES - SEASON 2 - EPISODE 203, STARLIGHT, STAR BRIGHT - DVD	PA1-822-924	07/18/12	U.S.
STRAWBERRY SHORTCAKE BERRY BITTY ADVENTURES - SEASON 2 - EPISODE 204 - PRACTICE MAKES PERFECT - DVD	PA1-822-920	07/18/12	U.S.
STRAWBERRY SHORTCAKE BERRY BITTY ADVENTURES - SEASON 2 - EPISODE 205, TOP TALENT - DVD	PA1-822-926	07/18/12	U.S.
STRAWBERRY SHORTCAKE BERRY BITTY ADVENTURES - SEASON 2 - EPISODE 206, A STORE IS FASHIONED - DVD	PA1-819-422	07/18/12	U.S.
STRAWBERRY SHORTCAKE BERRY BITTY ADVENTURES - SEASON 2 - EPISODE 209, THE BERRY BEST VACATION DVD	PA1-822-933	07/18/12	U.S.
STRAWBERRY SHORTCAKE BERRY BITTY ADVENTURES - SEASON 2 - EPISODE 210, THE BERRY LONG WINTER, DVD	PA1-822-929	07/18/12	U.S.
STRAWBERRY SHORTCAKE BERRY BITTY ADVENTURES-SEASON2- EPISODE 207, NO BLUEBERRY IS AN ISLAND DVD	PA1-819-423	07/18/12	U.S.
STRAWBERRY SHORTCAKE BERRY BITTY ADVENTURES-SEASON2- EPISODE 213 - ON THE ROAD DVD	PA1-829-111	07/18/12	U.S.
STRAWBERRY SHORTCAKE BERRY BITTY ADVENTURS - SEASON2-EPISODE 208, WHERE THE BERRY BREEZE BLOWS - DVD	PA1-822-938	07/18/12	U.S.
STRAWBERRY SHORTCAKE: Meet Cherry Jam!	TX0007577943	07/18/12	U.S.
STRAWBERRY SHORTCAKE: School Friends (Penguin Young Readers: Level 2)	TX0007574565	07/18/12	U.S.
STRAWBERY SHORTCAKE BERRY BITTY ADVENTURES - SEASON 2 - EPISODE 211, THE BIG FREEZE - DVD	PA1-822-928	07/18/12	U.S.
STRAWBERY SHORTCAKE BERRY BITTY ADVENTURES - SEASON 2 - EPISODE 212, ON ICE - DVD	PA1-822-931	07/18/12	U.S.
LEMON MERINGUE STANDING WITH GLASSC	VA1-819-864	04/20/12	U.S.
STRAWBERRY SHORTCAKE: The Butterfly Ride.	TX0007517774	04/17/12	U.S.
STRAWBERRY SHORTCAKE SPRING 2009 PRETTY PICKIN’S	VA1-815-998	04/05/12	U.S.
CUSTARD CAT WALKING	VA1-810-165	03/26/12	U.S.
LEMON MERINGUE STANDING	VA1-810-176	03/26/12	U.S.
PUPCAKE DOG SITTING	VA1-810-172	03/26/12	U.S.
STRAWBERRY SHORTCAKE CILEK KIZ	VA1-810-178	03/26/12	U.S.

***	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.


Title of Work	Registration No.	Registration Date	Country

STRAWBERRY SHORTCAKE SITTING	VA1-810-175	03/26/12	U.S.
STRAWBERRY SHORTCAKE SITTING ON FLOWER PETALS	VA1-810-173	03/26/12	U.S.
STRAWBERRY SHORTCAKE STANDING WITH ARMS OUT AT SIDE	VA1-810-170	03/26/12	U.S.
STRAWBERRY SHORTCAKE STANDING WITH STRAWBERRIES	VA1-810-171	03/26/12	U.S.
STRAWBERRY SHORTCAKE THINKING	VA1-810-167	03/26/12	U.S.
STRAWBERRY SHORTCAKE WITH HAT DANCING	VA1-810-163	03/26/12	U.S.
STRAWBERRY SHORTCAKE: Babysitting Blues.	TX0007512772	03/21/12	U.S.
STRAWBERRY SHORTCAKE: Lost and Found (Penguin Young Readers: Level 2)	TX0007528840	03/21/12	U.S.
STRAWBERRY SHORTCAKE: The Valentine’s DayMix-Up.	TX0007493319	01/31/12	U.S.
STRAWBERRY SHORTCAKE SLEEPS OVER.	TX0007459505	12/20/11	U.S.
STRAWBERRY SHORTCAKE: STICKER STYLES: BERRY PRETTY FASHIONS	TX0007459517	12/20/11	U.S.
STRAWBERRY SHORTCAKE: Berry Bitty Bakers.	TX0007448968	10/25/11	U.S.
STRAWBERRY SHORTCAKE DANCE POSE	VA1-790-509	10/18/11	U.S.
STRAWBERRY SHORTCAKE: Best Friends Forever.	TX0007432376	10/13/11	U.S.
STRAWBERRY SHORTCAKE: Makeover MadneSSC.	TX0007432352	10/13/11	U.S.
STRAWBERRY SHORTCAKE’S SPOOKY NIGHT.	TX0007432355	10/13/11	U.S.
STRAWBERRY SHORTCAKE: All Aboard! (Sticker Stories)	TX0007407954	08/12/11	U.S.
CHERRY JAM WAVING	VA1-837-901	04/05/11	U.S.
STRAWBERRY SHORTCAKE: Easter Surprise.	TX0007337011	03/16/11	U.S.
STRAWBERRY SHORTCAKE: The Snow Dance.	TX0007355149	01/25/11	U.S.
STRAWBERRY SHORTCAKE: Berry Little PrinceSSCes.	VA0001750392	11/26/10	U.S.
STRAWBERRY SHORTCAKE: My First Sleepover.	TX0007273702	10/06/10	U.S.
STRAWBERRY SHORTCAKE’S COSTUME PARTY (Sticker Stories)	TX0007273583	10/06/10	U.S.
STRAWBERRY SHORTCAKE BERRY BASIC 2009 STYLE GUIDE	VA1-729-070	08/12/10	U.S.
STRAWBERRY SHORTCAKE: Ballet School (All Aboard Reading: Station Stop 1)	TX0007216161	07/21/10	U.S.
STRAWBERRY SHORTCAKE: A Picnic Adventure (All Aboard Reading: Station Stop 1)	TX0007237286	06/25/10	U.S.
A Berry Bitty World Record Episode 109	PA1-682-238	05/20/10	U.S.
A Circle of Friends Episode 120	PA1-682-232	05/20/10	U.S.
A Stitch in Time Episode 102	PA1-682-259	05/20/10	U.S.
Babysitter Blues Episode 104	PA1-682-280	05/20/10	U.S.
Berry Best Berryfest PrinceSSC Episode 111	PA1-682-236	05/20/10	U.S.
Berry Best Choice Episode 113	PA1-682-237	05/20/10	U.S.
Different Waltz for Different Faults Episode 118	PA1-682-247	05/20/10	U.S.
Fish Out of Water Episode 101	PA1-682-274	05/20/10	U.S.
Good Citizens Club Episode 124	Pau3-461-032	05/20/10	U.S.
Hair Today Gone Tomorrow Episode 105	PA1-682-252	05/20/10	U.S.
Happy First Frost Episode 119	PA1-682-231	05/20/10	U.S.
How You Play The Game Episode 123	Pau3-461-039	05/20/10	U.S.
Lost and Found Episode 126	Pau3-461-038	05/20/10	U.S.
Manners Meltdown Episode 116	PA1-682-261	05/20/10	U.S.
Nice as Nails Episode 122	Pau3-461-041	05/20/10	U.S.
Nothing to Fear But Berries Themselves Episode 114	PA1-682-233	05/20/10	U.S.
Pop Goes the Garden Episode 106	PA1-682-282	05/20/10	U.S.
Strawberry’s Berry Best Parade Episode 112	PA0001682230	05/20/10	U.S.
Strawberry’s House Pest Episode 108	PA1-682-249	05/20/10	U.S.
Team for Two Episode 125	Pau3-461-043	05/20/10	U.S.

***	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.


Title of Work	Registration No.	Registration Date	Country

The Berry Best You Can Be Episode 107	PA1-682-245	05/20/10	U.S.
The Glimmerberry Ball Episode 121	PA1-682-264	05/20/10	U.S.
Too Cool for Rules Episode 110	PA1-682-240	05/20/10	U.S.
Trading Sizes Episode 117	PA1-682-234	05/20/10	U.S.
Vanishing Violets Episode 103	PA1-682-277	05/20/10	U.S.
Where, Oh Were Has Our Blueberry Gone? Episode 115	PA1-682-235	05/20/10	U.S.
STRAWBERRY SHORTCAKE: AFresh-n- Fruity Spring.	TX0007168628	04/22/10	U.S.
STRAWBERRY SHORTCAKE: Have a Sweet Easter!	TX0007169296	04/08/10	U.S.
Strawberry Shortcake Spring 05 Style Guide	VA1-698-608	01/28/10	U.S.
Berry Sweet Friends	TX0007130606	12/22/09	U.S.
STRAWBERRY SHORTCAKE: Berry Sweet Friends.	TX0007130606	12/22/09	U.S.
STRAWBERRY SHORTCAKE: We Love You, Strawberry Shortcake! (All Aboard Reading: Station Stop 1) illustrated by Marci Beighly)	TX0007130612	12/22/09	U.S.
STRAWBERRY SHORTCAKE: Welcome to Berry Bitty City (Sticker Stories)	TX0007132153	12/22/09	U.S.
We Love You, Strawberry Shortcake! (All Aboard Reading: Station Stop 1 illustrated by Marci Beighly)	TX0007132153	12/22/09	U.S.
Welcome to Berry Bitty City	TX0007132153	12/22/09	U.S.
Berry Best Friends	TX0006941019	03/30/09	U.S.
Country Fair Fun	TX0007081446	08/22/08	U.S.
Happy Birthday, Strawberry Shortcake!	TX0007032338	06/26/08	U.S.
Easter Egg Hunt	TX0006928570	03/31/08	U.S.
Berry Pretty PrinceSSCes	VA0001653462	03/26/08	U.S.
Baby Strawberry Loves to Count	VA0001713500	02/28/08	U.S.
Baby Strawberry’s First Christmas	TX0006912410	11/29/07	U.S.
Let’s Go Apple Picking!	TX0006902857	11/13/07	U.S.
Baby Strawberry’s First Halloween	TX0006974325	11/07/07	U.S.
The Berry BloSSCom Festival	TX0007135860	11/07/07	U.S.
Halloween Hideout	TX0006886858	10/31/07	U.S.
Berry Fairy Tales: Rapunzel	TX0006858520	08/31/07	U.S.
Tropical Treasure Hunt	TX0006814623	08/02/07	U.S.
The Friendship Trip	TX0006861151	08/01/07	U.S.
Berry Fairy Tales: Snow White	TX0006602175	07/03/07	U.S.
My Berry First Friends	TX0006584619	06/05/07	U.S.
Baby Strawberry’s First Easter	TX0006576624	04/25/07	U.S.
Sweet Treats Carnival	TX0006558006	04/06/07	U.S.
Secrets and Surprises	TX0006557212	04/03/07	U.S.
Strawberry Shortcake: The little mermaid	TX0006487738	12/18/06	U.S.
The sweet dream movie story book	TX0006484895	11/29/06	U.S.
Baby Strawberry’s Rainbow Day	VA0001382159	10/06/06	U.S.
Bath time for Baby Strawberry	VA0001382158	10/06/06	U.S.
Dream Big! The Sweet Dreams Movie	TX0006484898	09/07/06	U.S.
Strawberry Shortcake: The Sweet Dreams Movie: Sticker Stories	TX0006466564	09/07/06	U.S.
The Sweet Dreams Movie Story Book	TX0006484895	09/07/06	U.S.
Sleeping Beauty	TX0006353531	05/08/06	U.S.
Strawberry Shortcakes World of Friends	TX6-353-463	05/08/06	U.S.
Cinderella/by Megan E. Bryan; illustrated by Scott Neely	TX0006261737	12/16/05	U.S.
Strawberry shortcake face propped on hands logo	VA-1-300-078	07/18/05	U.S.
Strawberry Shortcake Manual	VA-1-300-079	07/18/05	U.S.
Berry best friends book : a fun with friends adventure / by Alison Saeger Panik. (Series: Strawberry Shortcake)	TX0006173963	04/05/05	U.S.

***	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.


Title of Work		Registration No.	Registration Date	Country

BERRY BEST GARDENING BOOK		TX5-946-382	04/05/04	U.S.
FIG BOOT		VA174-430	12/04/84	U.S.
BABYNEEDS-A-NAME DOLL		VA169-336	10/17/84	U.S.
MINT TULIP RAG DOLL		VA169-337	10/17/84	U.S.
BERRY BABY BLUEBERRY MUFFIN DOLL		VA161-164	07/30/84	U.S.
BERRY BABY LEMON MERINGUE DOLL		VA161-161	07/30/84	U.S.
BERRY BABY ORANGE BLOSSCOM DOLL		VA161-163	07/30/84	U.S.
BERRY BABY STRAWBERRY SHORTCAKE DOLL		VA161-162	07/30/84	U.S.
FIG BOOT’S HAPPY DAY		TX1-351-545	06/11/84	U.S.
STRAWBERRY SHORTCAKE AND BABY NEEDS A NAME		TX1-361-674	06/11/84	U.S.
STRAWBERRYLAND CHOO-CHOO THE		TX1-351-544	06/11/84	U.S.
SURPRISE FOR BABY BLUEBERRY MUFFIN A		TX1-351-543	06/11/84	U.S.
BABIES THE (SUPPLEMENT TO STRAWBERRY SHORTCAKE MANUAL)		TX1-250-022	12/22/83	U.S.
ALMOND TEA DOLL		VA126-828	05/31/83	U.S.
CAFE OLE DOLL		VA126-827	05/31/83	U.S.
CREPE SUZETTE DOLL		VA126-826	05/31/83	U.S.
MINT TULIP DOLL		VA126-829	05/31/83	U.S.
BABY ORANGE BLOSSCOM		VA126-416	05/27/83	U.S.
BABY ANGEL CAKE	��	VA132-926	05/02/83	U.S.
CHERRY CUDDLER RAG DOLL		VA123-321	04/11/83	U.S.
LIME CHIFFON RAG DOLL		VA123-320	04/11/83	U.S.
ANGEL CAKE		VA122-395	04/05/83	U.S.
BUTTER COOKIE DOLL		VA122-394	04/05/83	U.S.
CHERRY CUDDLER DOLL		VA122-396	04/05/83	U.S.
LIME CHIFFON DOLL		VA122-393	04/05/83	U.S.
PURPLE PIEMAN DOLL		VA122-069	03/30/83	U.S.
SOUR GRAPES DOLL		VA122-068	03/30/83	U.S.
STRAWBERRY SHORTCAKE SUCCESSC BOOK FOR 1983		TX1-084-420	03/30/83	U.S.
BABY APRICOT		VA117-027	01/27/83	U.S.
BABY LEMON MERINGUE		VA117-029	01/27/83	U.S.
BABY STRAWBERRY SHORTCAKE		VA117-028	01/27/83	U.S.
APPLE DUMPLIN’ RAG DOLL		VA115-634	12/06/82	U.S.
APRICOT RAG DOLL		VA115-631	12/06/82	U.S.
LEMON MERINGUE RAG DOLL		VA115-632	12/06/82	U.S.
ORANGE BLOSSCOM RAG DOLL		VA115-633	12/06/82	U.S.
APRICOT DOLL		VA120-816	11/22/82	U.S.
LEMON MERINGUE DOLL		VA120-815	11/22/82	U.S.
ORANGE BLOSSCOM DOLL		VA120-818	11/22/82	U.S.
RASPBERRY TART DOLL		VA120-817	11/22/82	U.S.
STRAWBERRY SHORTCAKE MANUAL		TX1-037-948	11/10/82	U.S.
STRAWBERRY SHORTCAKE MANUAL SUPPLEMENT		TX1-037-947	11/10/82	U.S.
STRAWBERRY SHORTCAKE AND KITTEN SITTING ON “HI”		VAU38-406	09/22/82	U.S.
STRAWBERRY SHORTCAKE CARRYING BASKET OF STRAWBERRIES AND KITTEN		VAU38-409	09/22/82	U.S.
STRAWBERRY SHORTCAKE HOLDING PATCHWORK FLOWER WITH KITTEN		VAU38-412	09/22/82	U.S.
STRAWBERRY SHORTCAKE HOLDING PATCHWORK FLOWER WITH KITTEN		VAU38-423	09/22/82	U.S.
STRAWBERRY SHORTCAKE HOLDING WATERING CAN WITH LARGE STRAWBERRY		VAU38-417	09/22/82	U.S.

***	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.


Title of Work	Registration No.	Registration Date	Country

STRAWBERRY SHORTCAKE IN STRAWBERRY PATCH BEHIND FENCE W/ KITTEN	VAU38-405	09/22/82	U.S.
STRAWBERRY SHORTCAKE MAKING STRAWBERRY JAM WITH KITTEN	VAU38-410	09/22/82	U.S.
STRAWBERRY SHORTCAKE SEATED EATING STRAWBERRY FROM BOWL WITH KITTEN	VAU38-413	09/22/82	U.S.
STRAWBERRY SHORTCAKE SEATED HOLDING SPOON AND BOWL OF STRAWBERRIES	VAU38-416	09/22/82	U.S.
STRAWBERRY SHORTCAKE SEATED UNDER STRAWBERRY PLANT HOLDING SPOON	VAU38-414	09/22/82	U.S.
STRAWBERRY SHORTCAKE SITTING AT TABLE W/ BOWL OF STRAWBERRIES	VAU38-408	09/22/82	U.S.
STRAWBERRY SHORTCAKE SITTING BY STRAWBERRY PLANT HOLDING LETTER	VAU38-407	09/22/82	U.S.
STRAWBERRY SHORTCAKE SITTING ON STRAWBERRY PLANT WITH KITTEN	VAU38-411	09/22/82	U.S.
STRAWBERRY SHORTCAKE UNDER STRAWBERRY PLANT W/ SICK MOUSE ON LEAF	VAU38-404	09/22/82	U.S.
STRAWBERRY SHORTCAKE WATERING STRAWBERRY PLANT WITH KITTEN	VAU38-418	09/22/82	U.S.
STRAWBERRY SHORTCAKE WATERING STRAWBERRY PLANT WITH KITTEN	VAU38-422	09/22/82	U.S.
STRAWBERRY SHORTCAKE WITH WATERING CAN AND LARGE STRAWBERRY PLANT	VAU38-419	09/22/82	U.S.
STRAWBERRY SHORTCAKE WITH WHEELBAR- ROW OF STRAWBERRIES AND KITTEN	VAU38-421	09/22/82	U.S.
STRAWBERRY SHORTCAKE WITH WHEELBARROW OF STRAWBERRIES AND KITTEN	VAU38-415	09/22/82	U.S.
STRAWBERRY SHORTCAKE WITH WHEELBARROW OF STRAWBERRIES AND KITTEN	VAU38-420	09/22/82	U.S.
RASPBERRY TART RAG DOLL	VA102-407	07/09/82	U.S.
STRAWBERRY SHORTCAKE RAG DOLL	VA102-406	07/09/82	U.S.
STRAWBERRY SHORTCAKE LINE PACKAGING PRODUCT NO. 43020	VA89-840	01/15/82	U.S.
APPLE DUMPLIN’ JEWELRY	VA88-785	12/31/81	U.S.
BLUEBERRY MUFFIN JEWELRY	VA88-784	12/31/81	U.S.
STRAWBERRY SHORTCAKE JEWELRY	VA88-786	12/31/81	U.S.
BLUE BERRY MUFFIN DOLL	VA86-164	11/18/81	U.S.
HUCKLEBERRY PIE DOLL	VA86-165	11/18/81	U.S.
APPLE DUMPLIN’ DOLL	VA73-838	07/02/81	U.S.
LIFE IS DELICIOUS WHEN IT’S A STRAWBERRY SHORTCAKE WORLD	TX714-081	07/02/81	U.S.
WELCOME TO STRAWBERRYLAND	VA74-988	06/26/81	U.S.
STRAWBERRY SHORTCAKE: THE FIRST $100 MILLION	TX709-889	06/08/81	U.S.
DARLING DAUGHTER 25B2437K	VA75-847	06/02/81	U.S.
STRAWBERRY SHORTCAKE DOLL	VA73-839	06/02/81	U.S.
LIFE IS DELICIOUS WHEN IT’S A STRAWBERRY SHORTCAKE WORLD	TX480-048	06/12/80	U.S.
APPLE DUMPLIN’ DOLL	336906	09/12/84	Canada
BLUEBERRY MUFFIN DOLL	336907	09/12/84	Canada
HUCKLEBERRY PIE DOLL	336905	09/12/84	Canada
STRAWBERRY SHORTCAKE DOLL	336904	09/12/84	Canada
STRAWBERRY SHORTCAKE RAGDOLL	319427	10/07/82	Canada
APPLE DUMPLIN’ DOLL	15-2-3	07/06/82	Venezuela
HUCKLEBERRY PIE DOLL	17-2-3	07/06/82	Venezuela
WELCOME TO THE WORLD OF STRAWBERRY SHORTCAKE PACKAGE	16-2-3	07/06/82	Venezuela
BLUEBERRY MUFFIN DOLL	47-4-3	06/08/82	Venezuela

***	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.


Title of Work	Registration No.	Registration Date	Country

STRAWBERRY SHORTCAKE: THE FIRST $100 MILLION	46-4-3	06/08/82	Venezuela
WELCOME TO STRAWBERRYLAND	48-4-3	06/08/82	Venezuela
WELCOME TO THE WORLD OF STRAWBERRY SHORTCAKE PACKAGE	50-4-3	06/08/82	Venezuela
BASIC PURPLE PIEMAN CHARACTER	316584	05/27/82	Canada
BASIC RASPBERRY TART CHARACTER	316583	05/27/82	Canada
DESIGN OF BLUEBERRY MUFFIN ON A TEETER-TOTTER	316537	05/21/82	Canada
BASIC APRICOT CHARACTER	316342	05/17/82	Canada
BASIC LEMON MERINGUE CHARACTER	316343	05/17/82	Canada
BASIC ORANGE BLOSSCOM CHARACTER	316344	05/17/82	Canada
DESIGN OF STRAWBERRY SHORTCAKE IN WINDOW	316332	05/14/82	Canada
STRAWBERRY SHORTCAKE GREETING CARD DESIGN	49-2-3	05/13/82	Venezuela
STRAWBERRY SHORTCAKE DOLL	45-2-3	05/13/82	Venezuela
STRAWBERRY SHORTCAKE RAG DOLL	50-2-3	05/13/82	Venezuela
LIFE IS DELICIOUS WHEN IT’S A STRAWBERRY SHORTCAKE WORLD	46-2-3	04/26/82	Venezuela
STRAWBERRY SHORTCAKE DOLL PACKAGE	44-2-3	04/26/82	Venezuela
APPLE DUMPLIN’ PACKAGE DESIGN - DOLL	315754	04/22/82	Canada
APRICOT PACKAGE DESIGN - DOLL	315758	04/22/82	Canada
BLUEBERRY MUFFIN PACKAGE DESIGN - DOLL	315753	04/22/82	Canada
HUCKLEBERRY PIE PACKAGE DESIGN - DOLL	315752	04/22/82	Canada
LEMON MERINGUE PACKAGE DESIGN - DOLL	315755	04/22/82	Canada
ORANGE BLOSSCOM PACKAGE DESIGN - DOLL	315757	04/22/82	Canada
RASPBERRY TART PACKAGE DESIGN - DOLL	315756	04/22/82	Canada
STRAWBERRY SHORTCAKE PACKAGE DESIGN - DOLL	315751	04/22/82	Canada
DARLING DAUGHTER	314431	02/22/82	Canada
BASIC APPLE DUMPLIN’ CHARACTER	314375	02/18/82	Canada
BASIC BLUEBERRY MUFFIN CHARACTER	314374	02/18/82	Canada
BASIC HUCKLEBERRY PIE CHARACTER	314373	02/18/82	Canada
BASIC STRAWBERRY SHORTCAKE CHARACTER - BACK	314378	02/18/82	Canada
STRAWBERRY SHORTCAKE ON STRAWBERRY LOGO	314379	02/18/82	Canada
APPLE DUMPLIN’	2741	11/05/81	Philippines
APRICOT ‘N’ HOPSALOT	2742	11/05/81	Philippines
BLUEBERRY MUFFIN	2743	11/05/81	Philippines
FLITTER BIT	2744	11/05/81	Philippines
GUACA-MOLE; HORSE RADISH; COCO NUTWORK	2745	11/05/81	Philippines
HUCKLEBERRY PIE	2746	11/05/81	Philippines
LEMON MERINGUE	2747	11/05/81	Philippines
LUCKY BUG	2748	11/05/81	Philippines
ORANGE BLOSSCOM	2749	11/05/81	Philippines
PLUM PUDDIN’	2750	11/05/81	Philippines
PURPLE PIEMAN	2751	11/05/81	Philippines
RASPBERRY TART	2752	11/05/81	Philippines
STRAWBERRY SHORTCAKE	2753	11/05/81	Philippines
T.N. HONEY	2754	11/05/81	Philippines
STRAWBERRY SHORTCAKE GREETING CARDPOP-UP ‘AND UP POPS HAPPINESSC’	310518	08/11/81	Canada

***	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.

Section 4.13(c)

Intellectual Property: Ownership and Use

[***]

***	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.

Section 4.13(d)

Intellectual Property: Claims

None.

***	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.

Section 4.13(f)

Intellectual Property: Orders

None.

***	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.

Section 4.13(g)

Intellectual Property: Consummation of Purchase

Certain domain name registrations used in connection with the Business may be registered in the name of Seller, an Affiliate of Seller, or a third party and Seller shall assign, or cause to be assigned, such domain name registrations to the Company prior to Closing unless the Company may not 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 an Affiliate of Purchaser in accordance with the 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.

Section 4.13(h)

Intellectual Property: Liens

[***]

***	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.

Section 4.13(i)

Intellectual Property: Seller Software

None.

***	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.

Section 4.15

Finders; Brokers

None.

***	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.

Section 4.18

Accounts Receivable

[***]

***	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.

Section 4.19

Transactions with 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.

Section 6.2(d)

Material Contracts; Negotiated Extensions or Renewals

License agreements currently under negotiation for renewal:

[***]

License agreements in pipeline for execution:

[***]

***	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.

Section 7.1(c)

Conditions to the Obligations of Each Party: Consents

None.

***	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.

ATTACHMENT I

Section 4.13(a)

Intellectual Property: Trademarks

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

U.S. Trademarks

Country

Mark

Image

Status

Application #

File Date

Registration
#

Registration
Date

Classes

UNITED STATES

STRAWBERRY SHORTCAKE

REGISTERED

73178085

7/13/1978

1117262

5/1/1979

UNITED STATES

STRAWBERRY SHORTCAKE

REGISTERED

73393580

9/29/1982

1267116

2/14/1984

UNITED STATES

STRAWBERRY SHORTCAKE

REGISTERED

73791750

4/7/1989

1564827

11/7/1989

UNITED STATES

STRAWBERRY SHORTCAKE

REGISTERED

74062893

5/25/1990

1959123

2/27/1996

UNITED STATES

STRAWBERRY SHORTCAKE

REGISTERED

75574758

10/21/1998

2309010

1/18/2000

UNITED STATES

STRAWBERRY SHORTCAKE

REGISTERED

76209019

2/13/2001

2901936

11/9/2004

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

Country

Mark

Image

Status

Application #

File Date

Registration
#

Registration
Date

Classes

UNITED STATES

STRAWBERRY SHORTCAKE

REGISTERED

78145685

7/19/2002

2887531

9/21/2004

20, 21, 24

UNITED STATES

STRAWBERRY SHORTCAKE

REGISTERED

78145689

7/19/2002

2925739

2/8/2005

09, 14, 18

UNITED STATES

STRAWBERRY SHORTCAKE

REGISTERED

78145691

7/19/2002

3171964

11/14/2006

25, 26

UNITED STATES

STRAWBERRY SHORTCAKE

REGISTERED

78145693

7/19/2002

2803695

1/6/2004

UNITED STATES

STRAWBERRY SHORTCAKE

REGISTERED

78145692

7/19/2002

2856798

6/22/2004

UNITED STATES

STRAWBERRY SHORTCAKE

REGISTERED

85151760

10/13/2010

4580350

8/5/2014

UNITED STATES

STRAWBERRY SHORTCAKE

REGISTERED

85976135

10/13/2010

4196032

8/21/2012

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

Country

Mark

Image

Status

Application #

File Date

Registration
#

Registration
Date

Classes

UNITED STATES

STRAWBERRY SHORTCAKE

REGISTERED

86408929

9/29/2014

4847516

11/3/2015

UNITED STATES

BLUEBERRY MUFFIN

REGISTERED

73244574

12/31/1979

1201259

7/13/1982

UNITED STATES

PUPCAKE

REGISTERED

77754998

6/9/2009

3931764

3/15/2011

UNITED STATES

BERRYKIN

REGISTERED

77888891

12/8/2009

3926692

3/1/2011

UNITED STATES

CHERRY JAM

REGISTERED

85172806

11/9/2010

4176397

7/17/2012

UNITED STATES

RASPBERRY TART

ALLOWED

86442819

11/3/2014

UNITED STATES

PITTERPATCH

REGISTERED

85629061

5/18/2012

4898852

2/9/2016

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

Country

Mark

Image

Status

Application #

File Date

Registration
#

Registration
Date

Classes

UNITED STATES

CHIFFON

REGISTERED

85629064

5/18/2012

4898853

2/9/2016

UNITED STATES

ORANGE BLOSSOM

REGISTERED

86027599

8/2/2013

4443977

12/3/2013

UNITED STATES

HUCKLEBERRY PIE

ALLOWED

86121860

11/18/2013

UNITED STATES

TEA TIME TURTLE

ALLOWED

86246759

4/9/2014

UNITED STATES

SOUR GRAPES

ALLOWED

86246766

4/9/2014

UNITED STATES

APPLE DUMPLIN

ALLOWED

86246772

4/9/2014

UNITED STATES

SWEET GRAPES

ALLOWED

86246776

4/9/2014

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

Country

Mark

Image

Status

Application #

File Date

Registration
#

Registration
Date

Classes

UNITED STATES

RASPBERRY TORTE

ALLOWED

86442824

11/3/2014

UNITED STATES

PLUM PUDDING

REGISTERED

85150709

10/12/2010

4062315

11/29/2011

UNITED STATES

HENNA

REGISTERED

86545534

2/25/2015

4873187

12/22/2015

UNITED STATES

LEMON MERINGUE

REGISTERED

78398458

4/8/2004

3216265

3/6/2007

UNITED STATES

CINNAPUP

REGISTERED

85983428

5/18/2012

4724431

4/21/2015

UNITED STATES

SCOUTY

REGISTERED

85983429

5/18/2012

4724432

4/21/2015

UNITED STATES

MARMALADE

ALLOWED

86844277

12/9/2015

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

Foreign Trademarks

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 011

Argentina

FRUTILANDIA

Registered

Shortcake IP Holdings LLC

3.530.575

04/12/2005

2.869.050

08/30/2006

08/30/2026

SCAKE 005

Argentina

FRUTILLITA

Registered

Shortcake IP Holdings LLC

2.408.919

01/27/2003

2.660.251

11/10/2003

11/10/2023

SCAKE 006

Argentina

FRUTILLITA

Registered

Shortcake IP Holdings LLC

2.408.920

01/27/2003

2.655.858

11/05/2003

11/05/2023

SCAKE 004

Argentina

FRUTILLITA

Registered

Shortcake IP Holdings LLC

2.569.487

09/16/1982

2.152.979

04/18/2007

4/18/2017
- renewal
in process

SCAKE 007

Argentina

FRUTILLITA

Registered

Shortcake IP Holdings LLC

2.408.921

01/27/2003

2.677.986

03/11/2004

03/11/2024

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 014

Argentina

FRUTILLITA

Registered

Shortcake IP Holdings LLC

3.530.573

04/12/2005

2.869.049

08/30/2006

08/30/2026

SCAKE

Argentina

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

2.640.207

12/19/2005

2.148.464

03/21/2007

3/21/2017
- renewal
in process

SCAKE 012

Argentina

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

3.047.275

11/18/2010

2.479.111

12/02/2011

12/02/2021

SCAKE 013

Argentina

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

3.194.029

09/26/2012

2.619.802

01/06/2014

01/06/2024

SCAKE 008

Argentina

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

2.508.625

04/21/2004

2.199.664

11/28/2007

11/28/2017

SCAKE 009

Argentina

STRAWBERRY SHORTCAKE with Circle Design 2

Registered

2.754.807

06/28/2007

2.249.553

09/16/2008

09/16/2018

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 010

Argentina

STRAWBERRY SHORTCAKE with Circle Strawberry Design

Registered

Shortcake IP Holdings LLC

2.754.808

06/28/2007

2.249.554

09/16/2008

09/16/2018

SCAKE 016

Australia

LEMON MERINGUE

Registered

Shortcake IP Holdings LLC

363176

07/22/1981

363176

07/22/2012

07/22/2022

SCAKE 017

Australia

ORANGE BLOSSOM

Registered

Shortcake IP Holdings LLC

363194

07/22/1981

363194

07/22/2012

07/22/2022

SCAKE 018

Australia

PURPLE PIEMAN

Registered

Shortcake IP Holdings LLC

363200

07/22/1981

363200

07/22/2012

07/22/2022

SCAKE 023

Australia

RASPBERRY TART

Registered

Shortcake IP Holdings LLC

363170

07/22/1981

363170

07/22/2012

07/22/2022

SCAKE 022

Australia

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

329,105

02/21/1979

329,105

02/21/2010

02/21/2020

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 021

Australia

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

329,106

02/21/1979

329,106

02/21/2010

02/21/2020

SCAKE 026

Australia

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

1,385,380

09/24/2010

1,385,380

05/18/2011

09/24/2020

SCAKE 025

Australia

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

20, 21

960,545

07/04/2003

960,545

07/04/2013

07/04/2023

SCAKE 024

Australia

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

9, 24, 25

936,579

12/04/2002

936,579

10/31/2003

12/04/2022

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 020

Australia

STRAWBERRY SHORTCAKE LOGO (WELCOME)

Registered

Shortcake IP Holdings LLC

345,960

05/09/1980

345,960

05/09/2011

05/09/2021

SCAKE 019

Australia

STRAWBERRY SHORTCAKE LOGO (WELCOME)

Registered

Shortcake IP Holdings LLC

345,961

05/09/1980

345,961

05/09/2011

05/09/2021

SCAKE 028

Austria

EMILY ERDBEER

Registered

Shortcake IP Holdings LLC

9, 28, 41

7464/2008

11/14/2008

250043

03/18/2009

03/31/2019

SCAKE 027

Austria

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

16, 28

AM428/79

02/13/1979

90907

04/18/1979

04/30/2019

SCAKE 029

Belize

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

8199.11

10/05/2011

8199.11

02/06/2012

10/05/2021

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 041

Benelux

ANNA AARDBEI

Registered

Shortcake IP Holdings LLC

9, 28, 41

1188402

09/16/2009

0869131

09/16/2009

09/16/2019

SCAKE 032

Benelux

BABA ORANGE

Registered

Shortcake IP Holdings LLC

643085

05/27/1981

0374688

05/27/1981

05/27/2021

SCAKE 035

Benelux

CHARLOTTE AARDBEI

Registered

Shortcake IP Holdings LLC

16, 28

651972

08/13/1982

0383992

08/13/1982

08/13/2022

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 036

Benelux

CHARLOTTE AUX FRAISES

Registered

Shortcake IP Holdings LLC

14, 16, 24, 25, 28

635593

03/18/1980

0365068

03/18/1980

03/18/2020

SCAKE 040

Benelux

CHARLOTTE AUX FRAISES

Registered

Shortcake IP Holdings LLC

9, 18, 20

1045156

12/02/2003

0742868

12/02/2003

12/02/2023

SCAKE 031

Benelux

LEMON MERINGUE

Registered

Shortcake IP Holdings LLC

643076

05/27/1981

0374679

05/27/1981

05/27/2021

SCAKE 038

Benelux

MERINGUE CITRON

Registered

Shortcake IP Holdings LLC

643084

05/27/1981

0374687

05/27/1981

05/27/2021

SCAKE 034

Benelux

MOUSSE FRAMBOISE

Registered

Shortcake IP Holdings LLC

643083

07/08/1981

0374686

07/08/1981

07/08/2021

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 037

Benelux

ORANGE BLOSSOM

Registered

Shortcake IP Holdings LLC

643079

05/27/1981

0374682

05/27/1981

05/27/2021

SCAKE 030

Benelux

RASPBERRY TART

Registered

Shortcake IP Holdings LLC

643075

05/27/1981

0374678

05/27/1981

05/27/2021

SCAKE 039

Benelux

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

14, 24, 25

635597

03/18/1980

0365071

03/18/1980

03/18/2020

SCAKE 033

Benelux

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

16, 28

628670

02/12/1979

0356901

02/12/1979

02/12/2019

SCAKE 042

Bolivia

FRUTILLITA

Registered

Shortcake IP Holdings LLC

SM-0751-03

03/12/2003

92556-A

07/01/2004

07/01/2024

SCAKE 043

Bolivia

FRUTILLITA

Registered

Shortcake IP Holdings LLC

SM-0750-03

03/12/2003

94581-C

06/11/2004

06/11/2024

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 044

Bolivia

FRUTILLITA

Registered

Shortcake IP Holdings LLC

SM-0752-03

03/12/2003

94584-C

06/11/2004

06/11/2024

SCAKE 045

Bolivia

FRUTILLITA

Registered

Shortcake IP Holdings LLC

SM-0749-03

03/12/2003

94583-C

06/11/2004

06/11/2024

SCAKE 046

Bolivia

FRUTILLITA

Registered

Shortcake IP Holdings LLC

SM-0753-03

03/12/2003

94603-C

06/14/2004

06/14/2024

SCAKE 050

Bolivia

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

03369-2011

02/15/2012

133570-C

02/15/2012

02/15/2022

SCAKE 047

Bolivia

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

SM-4035-03

12/15/2003

105228-C

08/31/2006

08/31/2026

SCAKE 049

Bolivia

STRAWBERRY SHORTCAKE with Circle Strawberry Design

Registered

Shortcake IP Holdings LLC

2709-07

07/04/2007

128366-C

07/06/2001

07/06/2021

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 048

Bolivia

STRAWBERRY SHORTCAKE with Design 2

Registered

Shortcake IP Holdings LLC

2708-07

07/04/2007

128364-C

07/06/2011

07/06/2021

SCAKE 069

Brazil

BOLINHO

Registered

Those Characters From Cleveland, Inc. - assignment filed

826277292

02/27/2004

826277292

09/11/2007

09/11/2017

SCAKE 066

Brazil

ESPULETA

Registered

Those Characters From Cleveland, Inc. - assignment filed

826277314

02/27/2004

826277314

09/11/2007

09/11/2017

SCAKE 064

Brazil

LARANJINHA

Registered

Those Characters From Cleveland, Inc. - assignment filed

826277322

02/27/2004

826277322

09/11/2007

09/11/2017

SCAKE 073

Brazil

MACAZINHA

Registered

Those Characters From Cleveland, Inc. - assignment filed

827872909

10/21/2005

827872909

02/12/2008

02/12/2018

SCAKE 065

Brazil

MELZINHO

Filed

Those Characters From Cleveland, Inc. - assignment filed

826277330

02/27/2004

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 075

Brazil

MORANGUINHO

Filed

Those Characters From Cleveland, Inc. - assignment filed

907617239

04/28/2014

SCAKE 076

Brazil

MORANGUINHO

Filed

Those Characters From Cleveland, Inc. - assignment filed

908360762

09/29/2014

SCAKE 077

Brazil

MORANGUINHO

Filed

Those Characters From Cleveland, Inc. - assignment filed

908935080

01/30/2015

SCAKE 058

Brazil

MORANGUINHO

Registered

Those Characters From Cleveland, Inc. - assignment filed

825270014

02/11/2003

825270014

05/08/2007

5/8/2017 -
renewal in
process

SCAKE 057

Brazil

MORANGUINHO

Registered

Those Characters From Cleveland, Inc. - assignment filed

811132595

04/07/1983

811132595

06/05/1984

06/05/2024

SCAKE 051

Brazil

MORANGUINHO

Registered

Those Characters From Cleveland, Inc. - assignment filed

813675235

07/20/1987

813675235

03/28/1989

03/28/2019

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 059

Brazil

MORANGUINHO

Registered

Those Characters From Cleveland, Inc. - assignment filed

825269997

02/11/2003

825269997

05/08/2007

5/8/2017 -
renewal in
process

SCAKE 081

Brazil

MORANGUINHO

Registered

Those Characters From Cleveland, Inc. - assignment filed

830906460

01/18/2011

830906460

06/24/2014

06/24/2024

SCAKE 060

Brazil

MORANGUINHO

Registered

Those Characters From Cleveland, Inc. - assignment filed

825270006

02/11/2003

825270006

05/08/2007

5/8/2017 -
renewal in
process

SCAKE 055

Brazil

MORANGUINHO

Registered

Those Characters From Cleveland, Inc. - assignment filed

811132617

04/07/1983

811132617

06/05/1984

06/05/2024

SCAKE 078

Brazil

MORANGUINHO

Registered

Those Characters From Cleveland, Inc. - assignment filed

902024108

10/09/2009

902024108

12/24/2013

12/24/2023

SCAKE 056

Brazil

MORANGUINHO

Registered

Those Characters From Cleveland, Inc. - assignment filed

810697530

11/27/1981

810697530

08/16/1983

08/16/2023

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 080

Brazil

MORANGUINHO (Stylized)

Filed

Those Characters From Cleveland, Inc. - assignment filed

830841466

11/17/2010

SCAKE 072

Brazil

MORANGUINHO with Design

Registered

Those Characters From Cleveland, Inc. - assignment filed

827051735

11/04/2004

827051735

10/23/2007

10/23/2017

SCAKE 061

Brazil

MORANGUINHO with design

Registered

Those Characters From Cleveland, Inc. - assignment filed

825764939

08/20/2003

825764939

04/01/2008

04/01/2018

SCAKE 070

Brazil

PAO-DE-MEL

Filed

Those Characters From Cleveland, Inc. - assignment filed

826277268

02/27/2004

SCAKE 071

Brazil

PIMENTINHA

Registered

Those Characters From Cleveland, Inc. - assignment filed

826277357

02/27/2004

826277357

09/11/2007

09/11/2017

SCAKE 067

Brazil

PUDIM

Registered

Those Characters From Cleveland, Inc. - assignment filed

826277284

02/27/2004

826277284

09/11/2007

09/11/2017

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 068

Brazil

ROCAMBOLE

Registered

Those Characters From Cleveland, Inc. - assignment filed

826277306

02/27/2004

826277306

09/11/2007

09/11/2017

SCAKE 062

Brazil

STRAWBERRY SHORTCAKE

Registered

Those Characters From Cleveland, Inc. - assignment filed

825945690

10/06/2003

825945690

07/31/2007

07/31/2017

SCAKE 052

Brazil

STRAWBERRY SHORTCAKE

Registered

Those Characters From Cleveland, Inc. - assignment filed

8080/79

03/29/1979

007179529

02/25/1980

02/25/2020

SCAKE 074

Brazil

STRAWBERRY SHORTCAKE

Registered

Those Characters From Cleveland, Inc. - assignment filed

829475141

11/12/2007

829475141

12/15/2009

12/15/2019

SCAKE 063

Brazil

STRAWBERRY SHORTCAKE

Registered

Those Characters From Cleveland, Inc. - assignment filed

825945704

10/06/2003

825945704

07/31/2007

07/31/2017

SCAKE 053

Brazil

STRAWBERRY SHORTCAKE

Registered

Those Characters From Cleveland, Inc. - assignment filed

8083/79

03/29/1979

007179537

04/10/1980

04/10/2020

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 079

Brazil

STRAWBERRY SHORTCAKE

Registered

Those Characters From Cleveland, Inc. - assignment filed

830841440

11/17/2010

830841440

05/27/2014

05/27/2024

SCAKE 082

Brazil

STRAWBERRY SHORTCAKE DANCE POSE Logo

LOGO

Registered

Those Characters From Cleveland, Inc. - assignment filed

831246219

10/21/2011

831246219

12/16/2014

12/16/2024

SCAKE 083

Brazil

STRAWBERRY SHORTCAKE DANCE POSE Logo

LOGO

Registered

Those Characters From Cleveland, Inc. - assignment filed

831246197

10/21/2011

831246197

12/16/2014

12/16/2024

SCAKE 054

Brazil

STRAWBERRY SHORTCAKE LOGO WITH MORANGUINHO

Registered

Those Characters From Cleveland, Inc. - assignment filed

813679672

07/23/1987

813679672

03/14/1989

03/14/2019

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 105

Canada

AMANDELLE

Registered

Shortcake IP Holdings LLC

N/A

496,574

12/21/1982

299,653

02/01/1985

02/01/2030

SCAKE 116

Canada

APPLE DUMPLIN’

Registered

Shortcake IP Holdings LLC

N/A

1,150,420

08/21/2002

608,724

04/27/2004

04/27/2019

SCAKE 100

Canada

BLEUETTE

Registered

Shortcake IP Holdings LLC

N/A

510572

10/12/1983

302112

04/19/1985

04/19/2030

SCAKE 101

Canada

BLUEBERRY MUFFIN

Registered

Shortcake IP Holdings LLC

N/A

493372

10/13/1982

306748

09/06/1985

09/06/2030

SCAKE 126

Canada

BUTTER PECAN

Registered

Shortcake IP Holdings LLC

N/A

1,288,603

02/03/2006

682,333

02/26/2007

02/26/2022

SCAKE 121

Canada

CARAMELO

Registered

Shortcake IP Holdings LLC

N/A

1,172,775

03/28/2003

663,592

05/03/2006

05/03/2021

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 118

Canada

CHAUSSON

Registered

Shortcake IP Holdings LLC

N/A

1,172,778

03/28/2003

663,593

05/03/2006

05/03/2021

SCAKE 137

Canada

CHERRY JAM

Registered

Shortcake IP Holdings LLC

N/A

1,506,097

12/01/2010

866,994

12/10/2013

12/10/2028

SCAKE 127

Canada

CHERRY VANILLA

Registered

Shortcake IP Holdings LLC

N/A

1,288,602

02/03/2006

692,166

07/17/2007

07/17/2022

SCAKE 115

Canada

CHOCOLATE CHIPMUNK

Registered

Shortcake IP Holdings LLC

N/A

1,150,419

08/21/2002

601,567

02/06/2004

02/06/2019

SCAKE 123

Canada

CHOU A LA CREME

Registered

Shortcake IP Holdings LLC

N/A

1,172,773

03/28/2003

622,330

10/12/2004

10/12/2019

SCAKE 097

Canada

CITRONETTE

Registered

Shortcake IP Holdings LLC

N/A

472785

07/17/1981

302041

04/19/1985

04/19/2030

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 130

Canada

COOKIE DOUGH

Registered

Shortcake IP Holdings LLC

N/A

1,288,599

02/03/2006

687,691

05/14/2007

05/14/2022

SCAKE 132

Canada

CREPES SUZETTE

Registered

Shortcake IP Holdings LLC

N/A

1,311,341

08/01/2006

692,588

07/23/2007

07/23/2022

SCAKE 102

Canada

CUSTARD

Registered

Shortcake IP Holdings LLC

N/A

493373

10/13/1982

302094

04/19/1985

04/19/2030

SCAKE 090

Canada

FLANFOLLET

Registered

Shortcake IP Holdings LLC

N/A

510574

10/12/1983

302060

04/19/1985

04/19/2030

SCAKE 092

Canada

FRAISINETTE

Registered

Shortcake IP Holdings LLC

N/A

479953

01/14/1982

320652

11/14/1986

11/14/2031

SCAKE 125

Canada

FRAISINETTE

Registered

Shortcake IP Holdings LLC

N/A

1269553

08/23/2005

705,439

01/23/2008

01/23/2023

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 091

Canada

FRAISINETTE

Registered

Shortcake IP Holdings LLC

N/A

451852

03/28/1980

313650

04/25/1986

04/25/2031

SCAKE 131

Canada

FROSTY PUFF

Registered

Shortcake IP Holdings LLC

N/A

1,311,340

08/01/2006

692,587

07/23/2007

07/23/2022

SCAKE 114

Canada

GINGER SNAP

Registered

Shortcake IP Holdings LLC

N/A

1,150,418

08/21/2002

608,984

04/29/2004

04/29/2019

SCAKE 094

Canada

GRIGNOTINE

Registered

Shortcake IP Holdings LLC

N/A

510571

10/12/1983

302059

04/19/1985

04/19/2030

SCAKE 113

Canada

HONEY PIE PONY

Registered

Shortcake IP Holdings LLC

N/A

1,150,417

08/21/2002

648,451

09/19/2005

09/19/2020

SCAKE 112

Canada

HUCKLEBERRY PIE

Registered

Shortcake IP Holdings LLC

N/A

1,150,416

08/21/2002

648,430

09/19/2005

09/19/2020

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 111

Canada

LEMON MERINGUE

Registered

Shortcake IP Holdings LLC

N/A

1,150,415

08/21/2002

671,939

09/01/2006

09/01/2021

SCAKE 117

Canada

MADELEINE

Registered

Shortcake IP Holdings LLC

N/A

1,172,779

03/28/2003

622,710

10/18/2004

10/18/2019

SCAKE 120

Canada

MAM’ZELLE GALETTE

Registered

Shortcake IP Holdings LLC

N/A

1,172,776

03/28/2003

621,978

10/06/2004

10/06/2019

SCAKE 122

Canada

MANDARINE

Registered

Shortcake IP Holdings LLC

N/A

1,172,774

03/28/2003

622,169

10/07/2004

10/07/2019

SCAKE 110

Canada

MARMALADE

Registered

Shortcake IP Holdings LLC

N/A

1,150,414

08/21/2002

621,989

10/06/2004

10/06/2019

SCAKE 129

Canada

MILKSHAKE

Registered

Shortcake IP Holdings LLC

N/A

1,288,600

02/03/2006

682,334

02/26/2007

02/26/2022

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 108

Canada

ORANGE BLOSSOM

Registered

Shortcake IP Holdings LLC

N/A

472793

07/17/1981

307932

11/01/1985

11/01/2030

SCAKE 128

Canada

ORANGE TWIST

Registered

Shortcake IP Holdings LLC

N/A

1,288,601

02/03/2006

690,538

06/21/2007

06/21/2022

SCAKE 119

Canada

PEPITE

Registered

Shortcake IP Holdings LLC

N/A

1,172,777

03/28/2003

622,216

10/07/2004

10/07/2019

SCAKE 084

Canada

PETIT BEIGNET

Registered

Shortcake IP Holdings LLC

N/A

510570

10/12/1983

302058

04/19/1985

04/19/2030

SCAKE 088

Canada

PUPCAKE

Registered

Shortcake IP Holdings LLC

N/A

493374

10/13/1982

302048

04/19/1985

04/19/2030

SCAKE 124

Canada

RAINBOW SHERBET

Registered

Shortcake IP Holdings LLC

N/A

1,198,720

12/05/2003

678,873

01/04/2007

01/04/2022

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 095

Canada

RASPBERRY TART

Registered

Shortcake IP Holdings LLC

N/A

472797

07/17/1981

301855

04/12/1985

04/12/2030

SCAKE 133

Canada

RASPBERRY TORTE

Registered

Shortcake IP Holdings LLC

N/A

1,311,346

08/01/2006

692,589

07/23/2007

07/23/2022

SCAKE 089

Canada

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

N/A

435,636

02/12/1979

275,798

01/14/1983

01/14/2028

SCAKE 093

Canada

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

N/A

479952

01/14/1982

320146

10/31/1986

10/31/2031

SCAKE 103

Canada

STRAWBERRY SHORTCAKE LOGO (Canadian French)

Registered

Shortcake IP Holdings LLC

N/A

479955

01/14/1982

319894

10/24/1986

10/24/2031

SCAKE 135

Canada

SWEET GRAPES

Filed

Shortcake IP Holdings LLC

N/A

1,696,796

10/06/2014

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 136

Canada

TEA TIME TURTLE

Filed

Shortcake IP Holdings LLC

N/A

1,696,797

10/06/2014

SCAKE 109

Canada

VANILLA ICING

Registered

Shortcake IP Holdings LLC

N/A

1,150,411

08/21/2002

602,183

02/13/2004

02/13/2019

SCAKE 147

Chile

FRUTILLITA

Registered

Shortcake IP Holdings LLC

937079

01/14/2011

933585

10/03/2011

10/03/2021

SCAKE 139

Chile

FRUTILLITA

Registered

Shortcake IP Holdings LLC

1052709

04/04/2013

1030079

05/15/2013

05/15/2023

SCAKE 140

Chile

FRUTILLITA

Registered

Shortcake IP Holdings LLC

9, 14, 18, 21, 28

1052708

04/04/2013

1030077

06/13/2013

06/13/2023

SCAKE 142

Chile

FRUTILLITA with design

Registered

Shortcake IP Holdings LLC

1098753

03/14/2014

1093856

03/19/2014

03/19/2024

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 145

Chile

FRUTILLITA with Design

LOGO

Registered

Shortcake IP Holdings LLC

825841

06/23/2008

859112

09/01/2009

09/01/2019

SCAKE 141

Chile

FRUTILLITA with design

LOGO

Registered

Shortcake IP Holdings LLC

1098754

03/14/2014

1093858

03/19/2014

03/19/2024

SCAKE 138

Chile

STRAWBERRY SHORTCAKE

LOGO

Registered

Shortcake IP Holdings LLC

16, 28

1111994

06/20/2014

1120783

08/12/2014

08/12/2024

SCAKE 144

Chile

STRAWBERRY SHORTCAKE with Circle Strawberry Design

Registered

Shortcake IP Holdings LLC

778973

06/27/2007

822114

07/18/2008

07/18/2018

SCAKE 143

Chile

STRAWBERRY SHORTCAKE with Design 2

LOGO

Registered

Shortcake IP Holdings LLC

778972

06/27/2007

822113

07/18/2008

07/18/2018

SCAKE 146

Chile

STRAWBERRY SHORTCAKE with vine border Design

Registered

Shortcake IP Holdings LLC

1102020

04/08/2014

1160516

03/26/2015

03/26/2025

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 157

China
P.R.

Cao Mei Tian Xin in Chinese characters (“STRAWBERRY SHORTCAKE”)

Registered

Shortcake IP Holdings LLC

6124110

06/22/2007

6124110

02/21/2010

02/20/2020

SCAKE 168

China
P.R.

Cao Mei Tian Xin in Chinese characters (“STRAWBERRY SHORTCAKE”)

Registered

Shortcake IP Holdings LLC

12715083

06/06/2013

12715083

10/21/2014

10/20/2024

SCAKE 158

China
P.R.

Cao Mei Tian Xin in Chinese characters (“STRAWBERRY SHORTCAKE”)

Registered

Shortcake IP Holdings LLC

6124109

06/22/2007

6124109

02/07/2010

02/06/2020

SCAKE 159

China
P.R.

Cao Mei Tian Xin in Chinese characters (“STRAWBERRY SHORTCAKE”)

Registered

Shortcake IP Holdings LLC

6124128

06/22/2007

6124128

09/28/2013

09/27/2023

SCAKE 169

China
P.R.

Cao Mei Tian Xin in Chinese characters (“STRAWBERRY SHORTCAKE”)

Registered

Shortcake IP Holdings LLC

12715082

06/06/2013

12715082

10/21/2014

10/20/2024

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 160

China
P.R.

Cao Mei Tian Xin in Chinese characters (“STRAWBERRY SHORTCAKE”)

Registered

Shortcake IP Holdings LLC

6124127

06/22/2007

6124127

03/28/2010

03/27/2020

SCAKE 161

China
P.R.

Cao Mei Tian Xin in Chinese characters (“STRAWBERRY SHORTCAKE”)

Registered

Shortcake IP Holdings LLC

6124126

06/22/2007

6124126

08/14/2014

08/13/2024

SCAKE 170

China
P.R.

Cao Mei Tian Xin in Chinese characters (“STRAWBERRY SHORTCAKE”)

Registered

Shortcake IP Holdings LLC

12715081

06/06/2013

12715081

10/21/2014

10/20/2024

SCAKE 162

China
P.R.

Cao Mei Tian Xin in Chinese characters (“STRAWBERRY SHORTCAKE”)

Registered

Shortcake IP Holdings LLC

6124125

06/22/2007

6124125

03/28/2010

03/27/2020

SCAKE 171

China
P.R.

Cao Mei Tian Xin in Chinese Characters (“STRAWBERRY SHORTCAKE”)

Registered

Shortcake IP Holdings LLC

12715080

06/06/2013

12715080

10/21/2014

10/20/2024

SCAKE 167

China
P.R.

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

6907510

08/19/2008

6907510

05/14/2010

05/13/2020

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 148

China
P.R.

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

4307615

10/13/2004

4307615

12/07/2007

12/06/2017

SCAKE 149

China
P.R.

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

4307614

10/13/2004

4307614

08/21/2008

08/20/2018

SCAKE 150

China
P.R.

STRAWBERRY SHORTCAKE

LOGO

Registered

Shortcake IP Holdings LLC

4307603

10/13/2004

4307603

08/21/2008

08/20/2018

SCAKE 163

China
P.R.

STRAWBERRY SHORTCAKE and Chinese letters

LOGO

Registered

Shortcake IP Holdings LLC

13982118

01/26/2014

13982118

10/21/2016

10/20/2026

SCAKE 166

China
P.R.

Strawberry Shortcake Design 3 without words

LOGO

Registered

Shortcake IP Holdings LLC

12715084

06/06/2013

12715084

10/21/2014

10/20/2024

SCAKE 193

China
P.R.

Strawberry Shortcake Design 3 without words

LOGO

Registered

Shortcake IP Holdings LLC

8829080

11/29/2010

8829080

11/28/2011

11/27/2021

***	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.

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 183

China
P.R.

Strawberry Shortcake Design3 without words

LOGO

Registered

Shortcake IP Holdings LLC

8183854

04/07/2010

8183854

04/07/2011

04/06/2021

SCAKE 184

China
P.R.

Strawberry Shortcake Design3 without words

LOGO

Registered

Shortcake IP Holdings LLC

8183853

04/07/2010

8183853

04/07/2011

04/06/2021

SCAKE 185

China
P.R.

Strawberry Shortcake Design3 without words

LOGO

Registered

Shortcake IP Holdings LLC

8183852

04/07/2010

8183852

04/14/2011

04/13/2021

SCAKE 186

China
P.R.

Strawberry Shortcake Design3 without words

LOGO

Registered

Shortcake IP Holdings LLC

8183851

04/07/2010

8183851

04/14/2011

04/13/2021

SCAKE 187

China
P.R.

Strawberry Shortcake Design3 without words

Registered

Shortcake IP Holdings LLC

8183850

04/07/2010

8183850

04/07/2011

04/06/2021

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 188

China
P.R.

Strawberry Shortcake Design3 without words

LOGO

Registered

Shortcake IP Holdings LLC

8183849

04/07/2010

8183849

04/14/2011

04/13/2021

SCAKE 189

China
P.R.

Strawberry Shortcake Design3 without words

LOGO

Registered

Shortcake IP Holdings LLC

8183848

04/07/2010

8183848

04/07/2011

04/06/2021

SCAKE 190

China
P.R.

Strawberry Shortcake Design3 without words

LOGO

Registered

Shortcake IP Holdings LLC

8183847

04/07/2010

8183847

04/07/2011

04/06/2021

SCAKE 191

China
P.R.

Strawberry Shortcake Design3 without words

LOGO

Registered

Shortcake IP Holdings LLC

8183846

04/07/2010

8183846

04/07/2011

04/06/2021

SCAKE 192

China
P.R.

Strawberry Shortcake Design3 without words

Registered

Shortcake IP Holdings LLC

8183845

04/07/2010

8183845

04/07/2011

04/06/2021

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 151

China
P.R.

STRAWBERRY SHORTCAKE with Design 2

LOGO

Registered

Shortcake IP Holdings LLC

6090838

06/05/2007

6090838

02/14/2010

02/13/2020

SCAKE 152

China
P.R.

STRAWBERRY SHORTCAKE with Design 2

LOGO

Registered

Shortcake IP Holdings LLC

6090837

06/05/2007

6090837

01/21/2010

01/20/2020

SCAKE 153

China
P.R.

STRAWBERRY SHORTCAKE with Design 2

LOGO

Registered

Shortcake IP Holdings LLC

6090836

06/05/2007

6090836

02/14/2014

02/13/2024

SCAKE 154

China
P.R.

STRAWBERRY SHORTCAKE with Design 2

LOGO

Registered

Shortcake IP Holdings LLC

6090835

06/05/2007

6090835

03/28/2010

03/27/2020

SCAKE 155

China
P.R.

STRAWBERRY SHORTCAKE with Design 2

LOGO

Registered

Shortcake IP Holdings LLC

6090834

06/05/2007

6090834

07/14/2014

07/13/2024

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 164

China
P.R.

STRAWBERRY SHORTCAKE with Design 2

LOGO

Registered

Shortcake IP Holdings LLC

13781671

12/23/2013

13781671

02/21/2016

02/20/2026

SCAKE 156

China
P.R.

STRAWBERRY SHORTCAKE with Design 2

Registered

Shortcake IP Holdings LLC

6090833

06/05/2007

6090833

03/28/2010

03/27/2020

SCAKE 172

China
P.R.

STRAWBERRY SHORTCAKE with Design 2 (no words just Design)

Registered

Shortcake IP Holdings LLC

8130404

03/18/2010

8130404

12/28/2011

12/27/2021

SCAKE 173

China
P.R.

STRAWBERRY SHORTCAKE with Design 3

LOGO

Registered

Shortcake IP Holdings LLC

8183834

04/07/2010

8183834

04/07/2011

04/06/2021

SCAKE 174

China
P.R.

STRAWBERRY SHORTCAKE with Design 3

Registered

Shortcake IP Holdings LLC

8183833

04/07/2010

8183833

04/07/2011

04/06/2021

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 175

China
P.R.

STRAWBERRY SHORTCAKE with Design 3

LOGO

Registered

Shortcake IP Holdings LLC

8183832

04/07/2010

8183832

04/07/2011

04/06/2021

SCAKE 176

China
P.R.

STRAWBERRY SHORTCAKE with Design 3

LOGO

Registered

Shortcake IP Holdings LLC

8183831

04/07/2010

8183831

04/07/2011

04/06/2021

SCAKE 177

China
P.R.

STRAWBERRY SHORTCAKE with Design 3

LOGO

Registered

Shortcake IP Holdings LLC

8183830

04/07/2010

8183830

08/07/2013

08/06/2023

SCAKE 178

China
P.R.

STRAWBERRY SHORTCAKE with Design 3

LOGO

Registered

Shortcake IP Holdings LLC

8183829

04/07/2010

8183829

08/07/2013

08/06/2023

SCAKE 179

China
P.R.

STRAWBERRY SHORTCAKE with Design 3

LOGO

Registered

Shortcake IP Holdings LLC

8183828

04/07/2010

8183828

04/07/2011

04/06/2021

SCAKE 180

China
P.R.

STRAWBERRY SHORTCAKE with Design 3

LOGO

Registered

Shortcake IP Holdings LLC

8183827

04/07/2010

8183827

03/07/2014

03/06/2024

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 181

China
P.R.

STRAWBERRY SHORTCAKE with Design 3

LOGO

Registered

Shortcake IP Holdings LLC

8183826

04/07/2010

8183826

04/07/2011

04/06/2021

SCAKE 182

China
P.R.

STRAWBERRY SHORTCAKE with Design 3

Registered

Shortcake IP Holdings LLC

8183825

04/07/2010

8183825

04/07/2011

04/06/2021

SCAKE 165

China
P.R.

STRAWBERRY-SHORTCAKE

Registered

Shortcake IP Holdings LLC

4856500

08/25/2005

4856500

05/21/2009

05/20/2019

SCAKE 194

Colombia

FRESITA

Registered

Shortcake IP Holdings LLC

3008192

02/04/2003

272314

08/28/2003

08/28/2023

SCAKE 195

Colombia

FRESITA

Registered

Shortcake IP Holdings LLC

3008191

02/04/2003

272315

08/28/2003

08/28/2023

SCAKE 196

Colombia

FRESITA

Registered

Shortcake IP Holdings LLC

3008185

02/04/2003

272323

08/28/2003

08/28/2023

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 197

Colombia

FRESITA

Registered

Shortcake IP Holdings LLC

3008190

02/04/2003

272316

08/28/2003

08/28/2023

SCAKE 198

Colombia

FRESITA

Registered

Shortcake IP Holdings LLC

3008189

02/04/2003

272325

08/28/2003

08/28/2023

SCAKE 205

Colombia

FRESITA

Registered

Shortcake IP Holdings LLC

08-119795

11/10/2008

378631

05/14/2009

05/14/2019

SCAKE 199

Colombia

FRESITA

Registered

Shortcake IP Holdings LLC

3008187

02/04/2003

272324

08/28/2003

08/28/2023

SCAKE 209

Colombia

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

11-080720

06/28/2011

448306

04/30/2012

04/30/2022

SCAKE 202

Colombia

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

3109412

12/15/2003

283624

07/21/2004

07/21/2024

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 206

Colombia

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

08-129874

12/05/2008

380866

06/24/2009

06/24/2019

SCAKE 200

Colombia

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

391334

10/14/2003

281626

05/27/2004

05/27/2024

SCAKE 201

Colombia

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

3091335

10/14/2003

281627

05/27/2004

05/27/2024

SCAKE 207

Colombia

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

08-129876

12/05/2008

380867

06/24/2009

06/24/2019

SCAKE 208

Colombia

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

08-129879

12/05/2008

380869

06/24/2009

06/24/2019

SCAKE 204

Colombia

STRAWBERRY SHORTCAKE with Circle Strawberry Design

Registered

Shortcake IP Holdings LLC

07-065323

06/27/2007

345040

01/30/2008

01/30/2018

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 203

Colombia

STRAWBERRY SHORTCAKE with Design 2

Registered

Shortcake IP Holdings LLC

07-065322

06/27/2007

345039

01/30/2008

01/30/2018

SCAKE 210

Costa
Rica

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

2003-
0004607

07/18/2003

143547

01/19/2004

01/19/2024

SCAKE 211

Costa
Rica

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

2003-
0004608

07/18/2003

144873

02/26/2004

02/26/2024

SCAKE 212

Costa
Rica

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

2003-
0004609

07/18/2003

143546

01/19/2004

01/19/2024

SCAKE 213

Costa
Rica

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

2003-
0004611

07/18/2003

143544

01/19/2004

01/19/2024

SCAKE 214

Costa
Rica

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

2003-
004610

07/18/2003

143545

01/19/2004

01/19/2024

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 215

Costa
Rica

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

16, 28

2007-
0000915

02/01/2007

172720

01/25/2008

01/25/2018

SCAKE 218

Costa
Rica

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

9, 41

2009-
0009616

11/04/2009

199218

03/01/2010

03/01/2020

SCAKE 217

Costa
Rica

STRAWBERRY SHORTCAKE with Circle Strawberry Design

LOGO

Registered

Shortcake IP Holdings LLC

2007-
0016105

12/20/2007

176608

06/18/2008

06/18/2018

SCAKE 216

Costa
Rica

STRAWBERRY SHORTCAKE with Design 2

Registered

Shortcake IP Holdings LLC

2007-
0016110

12/20/2007

176531

06/17/2008

06/17/2018

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 220

Croatia

JAGODICA BOBICA

LOGO

Registered

Shortcake IP Holdings LLC

9, 28, 41

Z20082615

12/11/2008

Z20082615

12/04/2009

12/11/2018

SCAKE 219

Croatia

STRAWBERRY SHORTCAKE with Design

Registered

Shortcake IP Holdings LLC

18, 25, 28

Z20062352

12/12/2006

Z20062352

04/30/2008

12/12/2026

SCAKE 221

Czech
Republic

JAHUDKA

Registered

Shortcake IP Holdings LLC

9, 28, 41

464445

12/11/2008

305201

04/29/2009

12/11/2018

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 223

Denmark

JORDBAER MARIE

Registered

Shortcake IP Holdings LLC

9, 16, 28

VA200503808

09/14/2005

VR200603406

11/08/2006

11/08/2026

SCAKE 222

Denmark

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

16, 28

VA006351979

02/13/1979

VR030401979

10/19/1979

10/19/2019

SCAKE 224

Dominican
Republic

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

2004-34641

04/29/2004

142723

07/30/2004

07/30/2024

SCAKE 225

Dominican
Republic

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

2004-34642

04/29/2004

142724

07/30/2004

07/30/2024

SCAKE 226

Dominican
Republic

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

2004-34643

04/29/2004

142722

07/30/2004

07/30/2024

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 231

Ecuador

FRESITA

Registered

Shortcake IP Holdings LLC

2014-
55611

02/25/2014

8601

10/13/2014

09/11/2024

SCAKE 235

Ecuador

FRUTILLITA

Registered

Those Characters From Cleveland, Inc.

223468

12/28/2009

3119-10

05/26/2010

05/26/2020

SCAKE 227

Ecuador

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

139943

12/11/2003

29769

04/15/2004

04/15/2024

SCAKE 228

Ecuador

ROSITA FRESITA

Registered

Those Characters From Cleveland, Inc.

139944

12/11/2003

200

04/15/2004

04/15/2024

SCAKE 232

Ecuador

STRAWBERRY SHORTCAKE

Registered

Those Characters From Cleveland, Inc.

208300

12/10/2008

3473-09

05/04/2009

05/04/2019

SCAKE 233

Ecuador

STRAWBERRY SHORTCAKE

Registered

Those Characters From Cleveland, Inc.

208301

12/10/2008

3474-09

05/04/2009

05/04/2019

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 234

Ecuador

STRAWBERRY SHORTCAKE

Registered

Those Characters From Cleveland, Inc.

208302

12/10/2008

1546-09

05/04/2009

05/04/2019

SCAKE 230

Ecuador

STRAWBERRY SHORTCAKE with Circle Strawberry Design

LOGO

Registered

Shortcake IP Holdings LLC

186264

07/09/2007

308-08

12/10/2007

12/10/2017

SCAKE 229

Ecuador

STRAWBERRY SHORTCAKE with Design 2

Registered

Shortcake IP Holdings LLC

186263

07/09/2007

309-08

12/10/2007

12/10/2017

SCAKE 237

El
Salvador

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

20030040421

07/31/2003

65
Book
17

07/27/2004

07/27/2024

SCAKE 238

El
Salvador

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

20030040423

07/31/2003

66
Book
17

07/27/2004

07/27/2024

SCAKE 239

El
Salvador

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

20030040422

07/31/2003

4 Book
17

07/20/2004

07/20/2024

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 240

El
Salvador

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

20030040420

07/31/2003

26
Book
17

07/21/2004

07/21/2024

SCAKE 241

El
Salvador

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

20030040419

07/31/2003

25
Book
17

07/21/2004

07/21/2024

SCAKE 244

El
Salvador

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

20090129477

11/09/2009

8
Book
152

06/09/2010

06/09/2020

SCAKE 245

El
Salvador

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

20090129476

11/09/2009

126
Book
150

05/17/2010

05/17/2020

SCAKE 236

El
Salvador

STRAWBERRY SHORTCAKE LOGO WITH FRESITA

Registered

Shortcake IP Holdings LLC

154

01/31/1985

96
Book
133

01/07/1992

01/07/2022

SCAKE 243

El
Salvador

STRAWBERRY SHORTCAKE with Circle Strawberry

Registered

Shortcake IP Holdings LLC

20070095145

06/27/2007

184
Book
95

11/15/2007

11/15/2017

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 242

El
Salvador

STRAWBERRY SHORTCAKE with Design 2

Registered

Shortcake IP Holdings LLC

20070095144

06/27/2007

54 Book
119

12/03/2008

12/03/2018

SCAKE 251

European
Union

BLUEBERRY MUFFIN

Registered

Shortcake IP Holdings LLC

16, 18, 28

8167355

03/19/2009

8167355

11/22/2009

03/31/2019

SCAKE 250

European
Union

SSC DESIGN (Registered Design)

Registered

Shortcake IP Holdings LLC

000973029-
0001

07/18/2008

973029-
0001

07/18/2008

07/31/2018

SCAKE 248

European
Union

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

12, 18, 41

4794483

12/20/2005

4794483

06/05/2006

12/31/2025

SCAKE 247

European
Union

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

3, 21, 30

3446523

10/24/2003

3446523

04/22/2005

10/31/2023

SCAKE 246

European
Union

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

9, 14, 16, 18, 24, 25, 28

2956142

12/03/2002

2956142

10/29/2004

12/31/2022

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 246

European
Union

STRAWBERRY SHORTCAKE with Design 2

Registered

Shortcake IP Holdings LLC

9, 16, 18, 21, 24, 25, 28

6040653

06/26/2007

6040653

02/18/2008

6/30/2017 -
scheduled
for renewal

SCAKE 252

Finland

MANSIKKA-MARJA

Registered

Shortcake IP Holdings LLC

16, 21, 28

T200502377

09/15/2005

236542

08/31/2006

08/31/2026

SCAKE 253

Finland

MANSIKKA-MARJA

Registered

Shortcake IP Holdings LLC

9, 25, 41

T200902819

10/19/2009

248373

02/26/2010

02/26/2020

SCAKE 269

France

BABA HORTENSIA

Registered

Shortcake IP Holdings LLC

103703039

01/07/2010

103703039

06/11/2010

01/31/2020

SCAKE 256

France

BABA ORANGE

Registered

Shortcake IP Holdings LLC

598,320

05/30/2011

1667500

07/22/2011

05/31/2021

SCAKE 255

France

CHARLOTTE AUX FRAISES

Registered

Shortcake IP Holdings LLC

14, 16, 24, 25, 28

549067

02/08/1990

1577042

04/02/2010

02/29/2020

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 264

France

CHARLOTTE AUX FRAISES

Registered

Shortcake IP Holdings LLC

38, 41

93625011

01/26/2009

93625011

01/26/2009

01/31/2019

SCAKE 263

France

CHARLOTTE AUX FRAISES

Registered

Shortcake IP Holdings LLC

9, 18, 20

33255309

11/05/2003

33255309

11/05/2003

11/30/2023

SCAKE 270

France

CLAFOUTIS

Registered

Shortcake IP Holdings LLC

103703234

01/08/2010

103703234

06/11/2010

01/31/2020

SCAKE 268

France

FLEUR D’ ORANGER

Registered

Shortcake IP Holdings LLC

103703037

01/07/2010

103703037

06/11/2010

01/31/2020

SCAKE 260

France

LEMON MERINGUE

Registered

Shortcake IP Holdings LLC

598,325

05/30/2011

1667501

07/22/2011

05/31/2021

SCAKE 266

France

LILIE FRAMBOISE

Registered

Shortcake IP Holdings LLC

103703030

01/07/2010

103703030

06/11/2010

01/31/2020

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 254

France

MERINGUE CITRON

Registered

Shortcake IP Holdings LLC

598,319

05/29/1981

1667502

05/29/1981

05/31/2021

SCAKE 265

France

MIMIE CITRON

Registered

Shortcake IP Holdings LLC

103703047

01/07/2010

103703047

06/11/2010

01/31/2020

SCAKE 257

France

MOUSSE FRAMBOISE

Registered

Shortcake IP Holdings LLC

598,318

05/30/2011

1667503

07/22/2011

05/31/2021

SCAKE 258

France

ORANGE BLOSSOM

Registered

Shortcake IP Holdings LLC

598,328

05/30/2011

1667504

07/22/2011

05/31/2021

SCAKE 271

France

PRALINETTE

Registered

Shortcake IP Holdings LLC

103703240

01/08/2010

103703240

06/11/2010

01/31/2020

SCAKE 267

France

PRUNETILLE

Registered

Shortcake IP Holdings LLC

103703032

01/07/2010

103703032

06/11/2010

01/31/2020

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 259

France

RASPBERRY TART

Registered

Shortcake IP Holdings LLC

16, 28

598324

05/29/1981

1667505

05/29/1981

05/31/2021

SCAKE 261

France

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

14, 24, 25

549,063

02/08/2010

1577041

04/02/2010

02/29/2020

SCAKE 262

France

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

16, 28

504,971

01/22/2009

1531602

03/27/2009

01/31/2019

SCAKE 276

Germany

BONNI BLAUBEER

Registered

Shortcake IP Holdings LLC

A 35361/28
Wz

02/04/1982

1048128

02/04/1982

02/28/2022

SCAKE 275

Germany

EMILY ERDBEER

Registered

Shortcake IP Holdings LLC

A 35363/28
Wz

02/04/1982

1042469

02/04/1982

02/28/2022

SCAKE 278

Germany

EMILY ERDBEER

Registered

Shortcake IP Holdings LLC

16, 20, 21

30462212.5

11/02/2004

30462212

02/04/2005

11/30/2024

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 277

Germany

EMILY ERDBEER

Registered

Shortcake IP Holdings LLC

9, 14, 16, 18, 24, 25, 28

30355493.2

10/22/2003

30355493

02/26/2004

10/31/2023

SCAKE 272

Germany

HANNI HIMBEER

Registered

Shortcake IP Holdings LLC

A 35376/28
Wz

02/04/1982

1057484

12/21/1983

02/28/2022

SCAKE 273

Germany

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

14, 21, 24, 25

A 33182/14
Wz

03/20/1980

1012473

01/08/1981

03/31/2020

SCAKE 274

Germany

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

16, 28

A 31271/16
Wz

02/10/1979

995479

12/28/1979

02/28/2019

SCAKE 498

Great
Britain

BLUEBERRY MUFFIN

Registered

Shortcake IP Holdings LLC

16, 18, 28

2511624

03/19/2009

2511624

10/02/2009

03/19/2019

SCAKE 496

Great
Britain

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

1109394

02/12/1979

1109394

02/12/1979

02/12/2020

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 493

Great
Britain

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

1109395

02/12/1979

1109395

02/12/1979

02/12/2020

SCAKE 497

Great
Britain

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

18, 25

2250256

10/26/2000

2250256

04/06/2001

10/26/2020

SCAKE 494

Great
Britain

STRAWBERRY SHORTCAKE LOGO (WELCOME)

LOGO

Registered

Shortcake IP Holdings LLC

16, 28

1133374

05/07/1980

1133374

05/07/1980

05/07/2021

SCAKE 495

Great
Britain

STRAWBERRYLAND

Registered

Shortcake IP Holdings LLC

1133369

05/07/1980

1133369

05/07/1980

05/07/2021

SCAKE 280

Greece

BISKOTITSA

LOGO

Registered

Shortcake IP Holdings LLC

150191

11/16/2004

150191

02/17/2006

11/16/2024

SCAKE 282

Greece

BLEDOULIS

Registered

Shortcake IP Holdings LLC

150184

11/16/2004

150184

02/17/2006

11/16/2024

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 288

Greece

FRAOULITSA

Registered

Shortcake IP Holdings LLC

153798

03/16/2009

153798

10/19/2010

03/16/2019

SCAKE 289

Greece

FRAOULITSA

Registered

Shortcake IP Holdings LLC

154623

08/23/2010

154623

12/19/2011

08/23/2020

SCAKE 279

Greece

FRAOULITSA

Registered

Shortcake IP Holdings LLC

9, 14, 16, 18, 21, 24, 25, 28

149854

07/14/2004

149854

11/17/2005

07/14/2024

SCAKE 281

Greece

MELAKI

LOGO

Registered

Shortcake IP Holdings LLC

150190

11/16/2004

150190

02/17/2006

11/16/2024

SCAKE 287

Greece

MILITSA

LOGO

Registered

Shortcake IP Holdings LLC

150189

11/16/2004

150189

02/17/2006

11/16/2024

SCAKE 286

Greece

MOURITSAS

Registered

Shortcake IP Holdings LLC

150188

11/16/2004

150188

02/17/2006

11/16/2024

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 285

Greece

PORTOKALITSA

LOGO

Registered

Shortcake IP Holdings LLC

150187

11/16/2004

150187

02/17/2006

11/16/2024

SCAKE 283

Greece

ROZOULA

LOGO

Registered

Shortcake IP Holdings LLC

150185

11/16/2004

150185

02/17/2006

11/16/2024

SCAKE 284

Greece

TOURTITSA

LOGO

Registered

Shortcake IP Holdings LLC

150186

11/16/2004

150186

02/17/2006

11/16/2024

SCAKE 290

Guatemala

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

2003-
04924

07/22/2003

127392

01/19/2004

01/18/2024

SCAKE 291

Guatemala

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

2003-
4925

07/22/2003

127337

01/14/2004

01/13/2024

SCAKE 292

Guatemala

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

2003-
4926

07/22/2003

127450

01/23/2004

01/22/2024

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 297

Guatemala

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

M-009062-2014

10/02/2014

203,638

02/13/2015

02/12/2025

SCAKE 293

Guatemala

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

2003-4953

07/22/2003

127323

01/14/2004

01/13/2024

SCAKE 298

Guatemala

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

7480-2009

11/05/2009

169121

04/12/2010

04/11/2020

SCAKE 294

Guatemala

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

2003-7715

��

10/28/2003

130516

06/28/2004

06/27/2024

SCAKE 299

Guatemala

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

2009-07481

11/05/2009

168441

03/02/2010

03/01/2020

SCAKE 296

Guatemala

STRAWBERRY SHORTCAKE with Circle Strawberry

Filed

Those Characters From Cleveland, Inc.

2007-05621

07/10/2007

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 295

Guatemala

STRAWBERRY SHORTCAKE with Design 2

LOGO

Filed

Those Characters From Cleveland, Inc.

2007-
05622

07/10/2007

SCAKE 300

Honduras

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

20369/2003

08/05/2003

90779

05/25/2004

05/25/2024

SCAKE 301

Honduras

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

20368/2003

08/05/2003

90728

05/25/2004

05/25/2024

SCAKE 302

Honduras

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

20372/2003

08/05/2005

97616

07/27/2006

07/27/2026

SCAKE 303

Honduras

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

20371/2003

08/05/2003

90727

05/25/2004

05/25/2024

SCAKE 304

Honduras

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

20370/2003

08/05/2003

90757

05/25/2004

05/25/2024

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 306

Honduras

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

31248/2009

11/03/2009

112849

06/18/2010

06/18/2020

SCAKE 305

Honduras

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

26837/2009

09/10/2009

111809

03/08/2010

03/08/2020

SCAKE 307

Honduras

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

31249/2009

11/03/2009

15777

06/22/2010

06/22/2020

SCAKE 314

Hong
Kong

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

300251829

07/19/2004

300251829

11/19/2004

07/19/2024

SCAKE 312

Hong
Kong

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

340A/79

02/15/1979

664/1980

02/15/1979

02/15/2024

SCAKE 309

Hong
Kong

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

14, 21, 24, 25

2903K/81

10/13/1981

19830387AA

02/18/1983

10/13/2026

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 317

Hong
Kong

STRAWBERRY SHORTCAKE and Chinese transliteration Logo

LOGO

Registered

Shortcake IP Holdings LLC

16, 20, 28, 41

302631889

06/06/2013

302631889

02/18/2014

06/05/2023

SCAKE 316

Hong
Kong

STRAWBERRY SHORTCAKE and Chinese transliteration Logo

LOGO

Registered

Shortcake IP Holdings LLC

9, 14, 18, 21, 25

302631898

06/06/2013

302631898

02/18/2014

06/05/2023

SCAKE 308

Hong
Kong

STRAWBERRY SHORTCAKE LOGO (WELCOME)

LOGO

Registered

Shortcake IP Holdings LLC

2903G/81

10/13/1981

2605/1985

11/30/1985

10/13/2026

SCAKE 315

Hong
Kong

STRAWBERRY SHORTCAKE with Design

Registered

Shortcake IP Holdings LLC

300269686

08/17/2004

300269686

01/10/2005

08/17/2024

SCAKE 319

Hungary

EPERKE

Registered

Shortcake IP Holdings LLC

M0902628

09/16/2009

200259

05/11/2010

09/16/2019

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 318

Hungary

Eperke és barátai

Registered

Shortcake IP Holdings LLC

9, 28, 41

M0902627

09/16/2009

200258

05/11/2010

09/16/2019

SCAKE 320

Iceland

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

9, 16, 25, 28

1054/2004

04/14/2004

V0052830

07/02/2004

07/02/2024

SCAKE 322

India

STRAWBERRY SHORTCAKE

Filed -
opposed

Those Characters From Cleveland, Inc. (assignment filed)

2391824

09/07/2012

SCAKE 321

India

STRAWBERRY SHORTCAKE

Registered

Those Characters From Cleveland, Inc. (assignment filed)

1418303

02/01/2006

1418303

03/31/2009

02/01/2026

SCAKE 526

India

STRAWBERRY SHORTCAKE

Request to
divide from
App.
No. 2391824
filed
November 6,
2015

Those Characters From Cleveland, Inc. (assignment filed)

9, 16, 18, 20, 21, 24

SCAKE 529

Indonesia

STRAWBERRY SHORTCAKE

Filed

Shortcake IP Holdings LLC

D00-2015-040113

09/16/2015

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 324

Indonesia

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

D00-2005011945

07/15/2005

IDM000172322

08/06/2008

07/13/2025

SCAKE 327

Indonesia

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

D002010033807

09/20/2010

IDM000394573

08/19/2013

09/19/2020

SCAKE 326

Indonesia

STRAWBERRY SHORTCAKE

Registered

Those Characters From Cleveland, Inc.

D002013061047

12/19/2013

IDM000519552

10/02/2016

12/18/2023

SCAKE 329

Indonesia

STRAWBERRY SHORTCAKE

Registered

Those Characters From Cleveland, Inc.

D00-2012-056141

11/20/2012

IDM000464495

03/18/2015

11/19/2022

SCAKE 328

Indonesia

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

D00-2012-017783

04/18/2012

IDM000429862

10/10/2014

04/17/2022

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 325

Indonesia

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

D00-2005011944

07/15/2005

IDM000113752

03/20/2007

07/13/2025

SCAKE 331

Ireland

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

487/79

02/12/1979

96940

02/12/1979

02/11/2020

SCAKE 330

Ireland

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

488/79

02/12/1979

96941

02/12/1979

02/11/2020

SCAKE 332

Ireland

STRAWBERRY SHORTCAKE LOGO (WELCOME)

LOGO

Registered

Shortcake IP Holdings LLC

1288/80

05/08/1980

105699

05/08/1980

05/07/2021

SCAKE 333

Ireland

STRAWBERRY SHORTCAKE LOGO (WELCOME)

Registered

Shortcake IP Holdings LLC

1291/80

05/08/1980

105702

05/08/1980

05/07/2021

SCAKE 337

Israel

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

227882

03/08/2010

227882

04/07/2011

03/07/2020

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 334

Israel

Strawberry Shortcake in Hebrew TUTIT

LOGO

Registered

Shortcake IP Holdings LLC

200748

05/31/2007

200748

01/25/2009

5/30/2017 -
scheduled
for renewal

SCAKE 335

Israel

Strawberry Shortcake in Hebrew TUTIT

LOGO

Registered

Shortcake IP Holdings LLC

200749

05/31/2007

200749

01/25/2009

5/30/2017 -
scheduled
for renewal

SCAKE 336

Israel

Strawberry Shortcake in Hebrew TUTIT

LOGO

Filed

Shortcake IP Holdings LLC

262844

02/11/2014

SCAKE 338

Israel

Strawberry Shortcake in Hebrew TUTIT

LOGO

Registered

Shortcake IP Holdings LLC

238913

07/06/2011

238913

10/11/2012

07/05/2021

SCAKE 347

Italy

FRAGOLINA

Registered

Shortcake IP Holdings LLC

FI2009C000927

09/17/2009

30200901765527

12/02/2010

09/17/2019

SCAKE 342

Italy

FRAGOLINA DOLCECUORE

Registered

Shortcake IP Holdings LLC

10044C/84

01/13/1984

302014902223851

09/08/1986

01/13/2024

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 346

Italy

FRAGOLINA DOLCECUORE

Registered

Shortcake IP Holdings LLC

FI2009C000926

09/17/2009

30209901765526

12/02/2010

09/17/2019

SCAKE 345

Italy

FRAGOLINA DOLCECUORE

Registered

Shortcake IP Holdings LLC

9, 14, 16, 18, 21, 24, 25

FI2003C001319

11/18/2003

302013902216973

10/03/2007

11/18/2023

SCAKE 344

Italy

LEMON MERINGUE

Registered

Shortcake IP Holdings LLC

16, 28

10334C/81

06/26/1981

1459168

01/16/1986

06/26/2021

SCAKE 340

Italy

ORANGE BLOSSOM

Registered

Shortcake IP Holdings LLC

16, 28

10329C/81

06/26/1981

1459171

01/16/1986

06/26/2021

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 339

Italy

RASPBERRY TART

Registered

Shortcake IP Holdings LLC

16, 28

10336C/
81

06/26/1981

1459167

01/16/1986

06/26/2021

SCAKE 341

Italy

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

14, 24, 25

33458C/
80

03/24/1980

1289230

01/08/1986

03/24/2020

SCAKE 343

Italy

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

16, 28

33332C/
79

03/14/1979

1250642

10/14/1985

03/14/2019

SCAKE 348

Jamaica

STRAWBERRY SHORTCAKE LIFE IS DELICIOUS AND DESIGN

Registered

Shortcake IP Holdings LLC

TM16/821

10/19/1983

22851

02/05/1992

10/19/2024

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 351

Japan

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

2001-
018575

03/02/2001

4535636

01/11/2002

01/11/2022

SCAKE 548

Japan

STRAWBERRY SHORTCAKE

Filed - registration
fee paid

Shortcake IP Holdings LLC

8, 18, 26

2016-
93560

08/26/2016

SCAKE 352

Japan

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

9, 24

2002-
107005

12/18/2002

4704705

08/29/2003

08/29/2023

SCAKE 350

Japan

STRAWBERRY SHORTCAKE and Katakana

Registered

Shortcake IP Holdings LLC

2, 16, 27

15979/79

03/08/1979

1552364

11/26/1982

11/26/2022

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 349

Japan

STRAWBERRY SHORTCAKE and Katakana

Registered

Shortcake IP Holdings LLC

20, 25, 28

1578/79

03/08/1979

1569664

02/25/1983

02/25/2023

SCAKE 354

Malaysia

SHORTCAKE STRAWBERRY SHORTCAKE with Design

Registered

Shortcake IP Holdings LLC

05005051

04/06/2005

05005051

12/27/2007

04/06/2025

SCAKE 355

Malaysia

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

05005048

04/06/2005

05005048

05/14/2007

04/06/2025

SCAKE 356

Malaysia

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

05005049

04/06/2005

05005049

02/21/2008

04/06/2025

SCAKE 353

Malaysia

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

05005050

04/06/2005

05005050

04/04/2008

04/06/2025

SCAKE 357

Malaysia

STRAWBERRY SHORTCAKE with Design 2

Registered

Those Characters From Cleveland, Inc.

08007856

04/23/2008

08007856

04/23/2008

04/23/2018

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 360

Mexico

Registered

Those Characters From Cleveland, Inc.

474493

03/07/2001

752149

06/27/2002

03/07/2021

SCAKE 366

Mexico

ROSITA FRESITA

Registered

Those Characters From Cleveland, Inc.

627457

10/31/2003

844482

07/27/2004

10/31/2023

SCAKE 363

Mexico

ROSITA FRESITA

Registered

Those Characters From Cleveland, Inc.

580425

12/17/2002

778321

02/12/2003

12/17/2022

SCAKE 367

Mexico

ROSITA FRESITA

Registered

Those Characters From Cleveland, Inc.

627455

10/31/2003

812776

11/17/2003

10/31/2023

SCAKE 362

Mexico

ROSITA FRESITA

Registered

Those Characters From Cleveland, Inc.

580426

12/17/2002

778322

02/12/2003

12/17/2022

SCAKE 364

Mexico

ROSITA FRESITA

Registered

Those Characters From Cleveland, Inc.

580429

12/17/2002

778324

02/12/2003

12/17/2022

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 365

Mexico

ROSITA FRESITA

Registered

Those Characters From Cleveland, Inc.

580428

12/17/2002

778323

02/12/2003

12/17/2022

SCAKE 358

Mexico

ROSITA FRESITA

Registered

Those Characters From Cleveland, Inc.

129857

12/20/1991

423248

10/07/1992

12/20/2021

SCAKE 368

Mexico

ROSITA FRESITA and Design

LOGO

Registered

Those Characters From Cleveland, Inc.

627459

10/31/2003

816413

12/08/2003

10/31/2023

SCAKE 369

Mexico

ROSITA FRESITA and Design

Registered

Those Characters From Cleveland, Inc.

627458

10/31/2003

816097

12/04/2003

10/31/2023

SCAKE

Mexico

STRAWBERRY SHORTCAKE

Registered

Those Characters From Cleveland, Inc.

1162828

03/14/2011

1229247

07/26/2011

03/14/2021

SCAKE 361

Mexico

STRAWBERRY SHORTCAKE

Registered

Those Characters From Cleveland, Inc.

474492

03/07/2001

699897

05/29/2001

03/07/2021

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 359

Mexico

STRAWBERRY SHORTCAKE

Registered

Those Characters From Cleveland, Inc.

474490

03/07/2001

725686

11/30/2001

03/07/2021

SCAKE 371

Mexico

STRAWBERRY SHORTCAKE with Circle Strawberry Design

LOGO

Registered

Those Characters From Cleveland, Inc.

864435

06/27/2007

1003699

09/25/2007

06/27/2017

SCAKE 370

Mexico

STRAWBERRY SHORTCAKE with Design 2

LOGO

Registered

Those Characters From Cleveland, Inc.

864436

06/27/2007

1003698

09/25/2007

06/27/2017

SCAKE 372

Mexico

STRAWBERRY SHORTCAKE with vine border Design

Registered

Those Characters From Cleveland, Inc.

1476290

04/10/2014

1484392

10/02/2014

04/10/2024

SCAKE 381

New
Zealand

LEMON MERINGUE

Registered

Shortcake IP Holdings LLC

138029

07/20/1981

138029

05/18/1984

07/20/2026

SCAKE 378

New
Zealand

ORANGE BLOSSOM

Registered

Shortcake IP Holdings LLC

138035

07/20/1981

138035

02/07/1985

07/20/2026

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 382

New
Zealand

PURPLE PIEMAN

Registered

Shortcake IP Holdings LLC

138037

07/20/1981

138037

09/12/1984

07/20/2026

SCAKE 376

New
Zealand

RASPBERRY TART

Registered

Shortcake IP Holdings LLC

138027

07/20/1981

138027

05/18/1988

07/20/2026

SCAKE 377

New
Zealand

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

140821

02/22/1982

140821

05/13/1985

02/22/2027

SCAKE 383

New
Zealand

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

669538

12/04/2002

669538

06/05/2003

12/04/2019

SCAKE 379

New
Zealand

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

126860

02/12/1979

126860

07/16/1982

02/12/2024

SCAKE 386

New
Zealand

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

682541

07/08/2003

682541

03/29/2004

07/08/2020

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 387

New
Zealand

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

682542

07/08/2003

682542

03/29/2004

07/08/2020

SCAKE 384

New
Zealand

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

669539

12/04/2002

669539

06/05/2003

12/04/2019

SCAKE 385

New
Zealand

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

669540

12/04/2002

669540

06/05/2003

12/04/2019

SCAKE 374

New
Zealand

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

126861

02/12/1979

126861

12/06/1982

02/12/2024

SCAKE 388

New
Zealand

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

830967

09/24/2010

830967

03/24/2011

09/24/2020

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 389

Nicaragua

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

9, 16, 24, 25, 28

2003/02309

08/05/2003

60449 LM

03/04/2004

03/03/2024

SCAKE 392

Nicaragua

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

9, 41

2009-
03033

11/04/2009

2015111486LM

10/12/2015

10/11/2025

SCAKE 391

Nicaragua

STRAWBERRY SHORTCAKE with Circle Strawberry Design

LOGO

Registered

Shortcake IP Holdings LLC

2007/02217

06/26/2007

0800897 LM

04/25/2008

04/24/2018

SCAKE 390

Nicaragua

STRAWBERRY SHORTCAKE with Design 2

LOGO

Registered

Shortcake IP Holdings LLC

2007/02216

06/26/2007

0800932 LM

04/28/2008

04/27/2018

SCAKE 396

Norway

JORDBÆR-MATILDE

Registered

Shortcake IP Holdings LLC

9, 16, 28

200509423

09/15/2005

235453

10/09/2006

10/09/2026

SCAKE 394

Norway

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

811883

07/13/1981

112068

09/16/1992

09/16/2022

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 393

Norway

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

16, 28

790382

02/12/1979

104997

04/30/1980

04/30/2020

SCAKE 395

Norway

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

9, 14, 18, 20, 21, 24

200402186

03/02/2004

226600

05/10/2005

05/10/2025

SCAKE 397

Panama

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

129754

08/07/2003

129754

08/07/2003

08/07/2023

SCAKE 398

Panama

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

129756

08/07/2003

129756

08/07/2003

08/07/2023

SCAKE 399

Panama

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

129755

08/07/2003

129755

08/07/2003

08/07/2023

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 400

Panama

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

129701

08/06/2003

129701

08/06/2003

08/06/2023

SCAKE 401

Panama

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

129702

08/06/2003

129702

08/06/2003

08/06/2023

SCAKE 404

Panama

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

177687

12/09/2008

177687

12/09/2008

12/09/2018

SCAKE 405

Panama

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

177686

12/09/2008

177686

12/09/2008

12/09/2018

SCAKE 406

Panama

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

177702

12/09/2008

177702

12/09/2008

12/09/2018

SCAKE 403

Panama

STRAWBERRY SHORTCAKE with Circle Strawberry Design

Registered

Shortcake IP Holdings LLC

166576

11/14/2007

166576

11/14/2007

11/14/2017

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 402

Panama

STRAWBERRY SHORTCAKE with Design 2

Registered

Shortcake IP Holdings LLC

166575

11/14/2007

166575

11/14/2007

11/14/2017

SCAKE 417

Paraguay

FRUTILLITA

Registered

Those Characters From Cleveland, Inc.

1029613

07/28/2010

363.618

06/15/2012

06/15/2022

SCAKE 407

Paraguay

FRUTILLITA

Registered

Those Characters From Cleveland, Inc.

02547

02/06/2003

400,897

03/31/2004

03/31/2024

SCAKE 408

Paraguay

FRUTILLITA

Registered

Those Characters From Cleveland, Inc.

2548

02/06/2003

398.373

02/13/2004

02/13/2024

SCAKE 409

Paraguay

FRUTILLITA

Registered

Those Characters From Cleveland, Inc.

2549

02/06/2003

398.374

02/13/2004

02/13/2024

SCAKE 410

Paraguay

FRUTILLITA

Registered

Those Characters From Cleveland, Inc.

2550

02/06/2003

398.375

02/13/2004

02/13/2024

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 411

Paraguay

FRUTILLITA

Registered

Those Characters From Cleveland, Inc.

2551

02/06/2003

398376

02/13/2004

02/13/2024

SCAKE 412

Paraguay

FRUTILLITA

Registered

Those Characters From Cleveland, Inc.

2552

02/06/2003

400898

03/31/2004

03/31/2024

SCAKE 413

Paraguay

FRUTILLITA with Design

Registered

Those Characters From Cleveland, Inc.

16839/2004

06/28/2004

413588

12/15/2004

12/15/2024

SCAKE 416

Paraguay

MORANGUINHO

Filed

Those Characters From Cleveland, Inc.

17261/2007

06/05/2007

SCAKE 418

Paraguay

STRAWBERRY SHORTCAKE

Filed

Those Characters From Cleveland, Inc.

1240762

08/30/2012

SCAKE 415

Paraguay

STRAWBERRY SHORTCAKE with Circle Strawberry Design

Registered

Those Characters From Cleveland, Inc.

20597

06/29/2007

307593

02/08/2008

02/08/2018

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 414

Paraguay

STRAWBERRY SHORTCAKE with Design 2

Registered

Those Characters From Cleveland, Inc.

20596

06/29/2007

307592

02/08/2008

02/08/2018

SCAKE 419

Peru

FRESITA

Registered

Shortcake IP Holdings LLC

172643

02/05/2003

89027

05/27/2003

05/27/2023

SCAKE 420

Peru

FRESITA

Registered

Shortcake IP Holdings LLC

172640

02/05/2003

89025

05/27/2003

05/27/2023

SCAKE 421

Peru

FRESITA

Registered

Shortcake IP Holdings LLC

172749

02/06/2003

88911

05/23/2003

05/23/2023

SCAKE 423

Peru

FRESITA

Registered

Shortcake IP Holdings LLC

172751

02/06/2003

88876

05/22/2003

05/22/2023

SCAKE 424

Peru

FRESITA

Registered

Shortcake IP Holdings LLC

172752

02/06/2003

88877

05/22/2003

05/22/2023

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 422

Peru

FRESITA

Registered

Shortcake IP Holdings LLC

172750

02/06/2003

88875

05/22/2003

05/22/2023

SCAKE 426

Peru

FRESITA

Registered

Shortcake IP Holdings LLC

195418

11/11/2003

94932

02/13/2004

02/13/2024

SCAKE 551

Peru

ROSITA FRESITA

Registered

Those Characters From Cleveland, Inc.

0429740-
2010

09/14/2016

243301

09/14/2016

09/14/2026

SCAKE 434

Peru

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

460860

07/08/2011

180434

10/06/2011

10/06/2021

SCAKE 427

Peru

ROSITA FRESITA

Registered

Shortcake IP Holdings LLC

198913

01/05/2004

95783

03/19/2004

03/19/2024

SCAKE 430

Peru

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

375717

12/05/2008

151524

04/27/2009

04/27/2019

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 433

Peru

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

429885

08/17/2010

170300

11/24/2010

11/24/2020

SCAKE 425

Peru

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

189850

09/04/2003

93397

11/21/2003

11/21/2023

SCAKE 431

Peru

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

375718

12/08/2008

151525

04/27/2009

04/27/2019

SCAKE 432

Peru

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

375719

12/05/2008

56183

04/27/2009

04/27/2019

SCAKE 429

Peru

STRAWBERRY SHORTCAKE with Circle Strawberry Design

Registered

Shortcake IP Holdings LLC

319669

12/14/2007

133678

12/14/2007

12/14/2017

SCAKE 428

Peru

STRAWBERRY SHORTCAKE with Design 2

Registered

Shortcake IP Holdings LLC

319670

12/14/2007

133679

12/14/2007

12/14/2017

SCAKE 525

Philippines

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

16, 25, 28, 41

4-2012-005599

05/10/2012

4-2012-005599

08/02/2012

08/02/2022

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 536

Philippines

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

18, 20, 21, 24

4-2015-506110

10/21/2015

4-2015-506110

02/25/2016

02/25/2026

SCAKE 437

Poland

TRUSKAWKOWE CIASTKO

Registered

Shortcake IP Holdings LLC

389674

08/31/2011

252441

11/19/2012

08/31/2021

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 436

Poland

TRUSKAWKOWE CIASTKO

Registered

Shortcake IP Holdings LLC

9, 28, 41

Z-361231

10/02/2009

240609

07/11/2011

10/02/2019

SCAKE 438

Portugal

DOCINHO DE MORANGO

Registered

Shortcake IP Holdings LLC

9, 14, 16, 18, 24, 25, 28

377831

01/07/2004

377831

10/29/2004

10/29/2024

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 466

Republic
of Korea

STRAWBERRY SHORTCAKE with design

Registered

Shortcake IP Holdings LLC

9, 16, 20, 24, 25, 28

2003-41028

09/17/2003

609185

02/22/2005

02/22/2025

SCAKE 439

Romania

CAPSUNICA

Registered

Shortcake IP Holdings LLC

9, 16, 18, 25, 28, 41

M 2011
02427

03/25/2011

119494

08/14/2012

03/25/2021

SCAKE 443

Russian
Federation

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

2010741015

12/20/2010

447979

11/25/2011

12/20/2020

SCAKE 444

Russian
Federation

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

3, 8, 14, 21, 26

2011701700

01/21/2011

496473

09/23/2013

01/21/2021

SCAKE 440

Russian
Federation

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

9, 28, 41

2009724098

09/30/2009

421815

11/01/2010

09/30/2019

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 442

Russian
Federation

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

2010721992

07/07/2010

466641

07/18/2012

07/07/2020

SCAKE 441

Russian
Federation

STRAWBERRY SHORTCAKE in Russian characters

Registered

Shortcake IP Holdings LLC

2009724099

09/30/2009

422074

11/08/2010

09/30/2019

SCAKE 532

Russian
Federation

LOGO

(STRAWBERRY SHORTCAKE in Russian/Cyrillic)

Filed

Shortcake IP Holdings LLC

28, 41

2015728782

09/10/2015

09/10/2025

SCAKE 449

Singapore

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

T05/05016G

04/04/2005

T05/05016G

04/04/2005

04/04/2025

SCAKE 446

Singapore

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

2339/82

05/10/1982

T8202339Z

05/10/1982

05/10/2023

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 447

Singapore

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

T05/05017E

04/04/2005

T05/05017E

04/04/2005

04/04/2025

SCAKE 451

Singapore

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

T06/25141G

11/20/2006

T06/25141G

11/20/2006

11/20/2026

SCAKE 445

Singapore

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

699/91

02/06/1991

699/91

02/09/1991

02/06/2018

SCAKE 450

Singapore

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

T05/05020E

04/04/2005

T05/05020E

04/04/2005

04/04/2025

SCAKE 448

Singapore

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

T05/05019A

04/04/2005

T05/05019A

04/04/2005

04/04/2025

SCAKE 452

Slovak
Republic

JAHODKA

Registered

Shortcake IP Holdings LLC

9, 28, 41

6424-2008

12/12/2008

225588

08/17/2009

12/12/2018

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 453

Slovenia

JAGODKA

Registered

Shortcake IP Holdings LLC

9, 16, 25, 28

Z-20470666

03/26/2004

200470666

06/28/2005

03/26/2024

SCAKE 454

South
Africa

LEMON MERINGUE

Registered

Shortcake IP Holdings LLC

81/3838

06/04/1981

81/3838

12/15/1983

06/04/2021

SCAKE 459

South
Africa

ORANGE BLOSSOM

Registered

Shortcake IP Holdings LLC

81/3844

06/04/1981

81/3844

12/15/1983

06/04/2021

SCAKE 457

South
Africa

RASPBERRY TART

Registered

Shortcake IP Holdings LLC

81/3836

06/04/1981

81/3836

05/13/1983

06/04/2021

SCAKE 460

South
Africa

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

2003/15508

09/04/2003

2003/15508

09/02/2008

09/04/2023

SCAKE 461

South
Africa

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

2003/15509

09/04/2003

2003/15509

08/27/2008

09/04/2023

SCAKE 455

South
Africa

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

79/0681

02/12/1979

79/0681

07/11/1980

02/12/2019

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 462

South
Africa

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

2003/15510

09/04/2003

2003/15510

09/02/2008

09/04/2023

SCAKE 463

South
Africa

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

2003/15511

09/04/2003

2003/15511

09/02/2008

09/04/2023

SCAKE 464

South
Africa

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

2003/15512

09/04/2003

2003/15512

09/02/2008

09/04/2023

SCAKE 465

South
Africa

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

2003/15513

09/04/2003

2003/15513

09/02/2008

09/04/2023

SCAKE 456

South
Africa

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

79/0682

02/12/1979

79/0682

07/11/1980

02/12/2019

SCAKE 458

South
Africa

STRAWBERRY SHORTCAKE LOGO (WELCOME)

Registered

Shortcake IP Holdings LLC

81/4852

07/09/1981

81/4852

08/12/1983

07/09/2021

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 468

Spain

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

902344

02/27/1979

902344

09/05/1979

02/27/2019

SCAKE 467

Spain

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

902345

02/27/1979

902345

09/05/1979

02/27/2019

SCAKE 469

Spain

TARTA DE FRESA

Registered

Shortcake IP Holdings LLC

9, 14, 16, 18, 24, 25, 28

2.563.483

10/23/2003

2.563.483

05/21/2004

10/23/2023

SCAKE 472

Sweden

JORDGUBBS LISA

Registered

Shortcake IP Holdings LLC

9, 16, 28

2005/07329

10/05/2005

378529

02/10/2006

02/10/2026

SCAKE 471

Sweden

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

16, 28

0780/79

02/13/1979

168151

06/15/1979

06/15/2019

SCAKE 473

Sweden

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

9, 41

2009/07164

09/18/2009

408104

12/04/2009

12/04/2019

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 470

Sweden

STRAWBERRY SHORTCAKE LOGO (WELCOME)

Registered

Shortcake IP Holdings LLC

81-3641

07/09/1981

179195

11/27/1981

11/27/2021

SCAKE 477

Switzerland

Registered

Shortcake IP Holdings LLC

16, 28

822

02/14/1979

301045

12/11/1979

02/14/2019

SCAKE 550

Switzerland

CHARLOTTE AUX FRAISES

Registered

Shortcake IP Holdings LLC

61121/2016

09/09/2016

699711

03/10/2017

09/09/2026

SCAKE 475

Switzerland

LEMON MERINGUE

Registered

Shortcake IP Holdings LLC

3886/1981

07/17/1981

326743

12/28/1983

07/17/2021

SCAKE 474

Switzerland

ORANGE BLOSSOM

Registered

Shortcake IP Holdings LLC

3887/1981

07/17/1981

326744

12/28/1983

07/17/2021

SCAKE 476

Switzerland

RASPBERRY TART

Registered

Shortcake IP Holdings LLC

3889/1981

07/17/1981

326746

12/28/1983

07/17/2021

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 480

Switzerland

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

57490/2004

11/02/2004

528876

01/05/2005

11/02/2024

SCAKE 549

Switzerland

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

60889/2016

09/02/2016

698284

01/31/2017

09/02/2026

SCAKE 479

Switzerland

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

9, 18, 24, 25

54422/2003

11/07/2003

516635

12/17/2003

11/07/2023

SCAKE 478

Switzerland

STRAWBERRY SHORTCAKE LOGO (WELCOME)

Registered

Shortcake IP Holdings LLC

16, 28

3890

07/17/1981

326899

01/03/1984

07/17/2021

SCAKE 482

Taiwan

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

9, 16, 24, 28

93-35656

08/02/2004

1150107

04/16/2005

04/15/2025

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 481

Taiwan

STRAWBERRY SHORTCAKE and Chinese transliteration Logo

Registered

Shortcake IP Holdings LLC

9, 14, 16, 18, 21, 25, 28, 41, 42

102027755

05/23/2013

1644623

05/16/2014

05/15/2024

SCAKE 484

Taiwan

Strawberry Shortcake standing on right foot, one arm stretched up and one arm stretched down pose

Registered

Shortcake IP Holdings LLC

9, 16, 18, 20, 25, 28, 41

99060264

12/03/2010

1483372

11/01/2011

10/31/2021

SCAKE 483

Taiwan

STRAWBERRY SHORTCAKE with Design

Registered

Shortcake IP Holdings LLC

95-62451

12/15/2006

1275256

08/16/2007

08/15/2017

SCAKE 485

Thailand

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

561580

08/06/2004

TM213487

08/06/2004

08/05/2024

SCAKE 488

Thailand

STRAWBERRY SHORTCAKE with design

Registered

Shortcake IP Holdings LLC

563152

08/23/2004

TM233669

08/23/2004

08/22/2024

SCAKE 487

Thailand

STRAWBERRY SHORTCAKE with design

Registered

Shortcake IP Holdings LLC

563153

08/23/2004

TM230639

08/23/2004

08/22/2024

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 533

Thailand

STRAWBERY SHORTCAKE & Device

Registered

Shortcake IP Holdings LLC

563151

08/23/2004

TM228594

08/23/2004

08/22/2024

SCAKE-544

Turkey

CILEK KIZ

Registered

Shortcake IP Holdings LLC

9, 28

2008/70704

12/13/2008

2008/70704

04/21/2011

12/31/2018

SCAKE 492

Turkey

CILEK KIZ and Design

Registered

Shortcake IP Holdings LLC

9, 28, 41

2010/20635

03/03/2010

2010/20635

11/15/2012

03/31/2020

SCAKE 491

Turkey

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

2009/49438

09/16/2009

2009/49438

11/30/2011

09/30/2019

SCAKE 489

Turkey

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

9, 14, 16, 21, 24, 25, 28

2004/20916

07/07/2004

2004/20916

07/07/2004

07/31/2024

SCAKE 490

Turkey

STRAWBERRY SHORTCAKE CILEK KIZ and Design

Registered

Shortcake IP Holdings LLC

9, 16, 18, 24, 25, 28, 41

2012/23384

03/12/2012

2012/23384

01/22/2014

03/31/2022

SCAKE 500

Uruguay

FRUTILLITA

Registered

Shortcake IP Holdings LLC

9, 14, 16, 18, 21, 24, 25, 28

345849

02/24/2003

451706

01/12/2004

01/12/2024

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 499

Uruguay

FRUTILLITAS with design

Registered

Shortcake IP Holdings LLC

3, 16, 18, 24, 28

216998

04/07/1987

440875

11/09/1992

11/09/2022

SCAKE 501

Uruguay

STRAWBERRY SHORTCAKE

Registered

Shortcake IP Holdings LLC

350587

10/10/2003

455334

05/24/2004

05/24/2024

SCAKE 503

Uruguay

STRAWBERRY SHORTCAKE with Circle Strawberry

Registered

Shortcake IP Holdings LLC

382626

07/03/2007

382626

06/11/2008

06/11/2018

SCAKE 502

Uruguay

STRAWBERRY SHORTCAKE with Design 2

Registered

Shortcake IP Holdings LLC

382627

07/03/2007

382627

06/11/2008

06/11/2018

SCAKE 507

Venezuela

CUSTARD

Registered

Those Characters From Cleveland, Inc.

7737/82

09/14/1982

117308F

04/21/1986

04/21/2026

SCAKE 512

Venezuela

FRESITA

Registered

Those Characters From Cleveland, Inc.

693-2003

01/28/2003

P251392

04/12/2004

04/12/2029

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 513

Venezuela

FRESITA

Registered

Those Characters From Cleveland, Inc.

694-2003

01/28/2003

P251393

04/12/2004

04/12/2029

SCAKE 509

Venezuela

FRESITA

Registered

Those Characters From Cleveland, Inc.

9301/83

11/18/1983

121516F

05/08/1986

05/08/2026

SCAKE 505

Venezuela

FRESITA

Registered

Those Characters From Cleveland, Inc.

9300/83

11/18/1983

121515F

05/08/1986

05/08/2026

SCAKE 514

Venezuela

FRESITA

Registered

Those Characters From Cleveland, Inc.

695-2003

01/28/2003

P254302

09/04/2004

09/04/2029

SCAKE 515

Venezuela

FRESITA

Registered

Those Characters From Cleveland, Inc.

13448-
2003

09/19/2003

255899

11/01/2004

11/01/2029

SCAKE 506

Venezuela

PUPCAKE

Registered

Those Characters From Cleveland, Inc.

7738/82

09/14/1982

117309F

04/21/1986

04/21/2026

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 518

Venezuela

STRAWBERRY SHORTCAKE

Registered

Those Characters From Cleveland, Inc.

18703-
2009

11/11/2009

P307200

01/26/2011

01/26/2026

SCAKE 508

Venezuela

STRAWBERRY SHORTCAKE

Registered

Those Characters From Cleveland, Inc.

6804/81

08/04/1981

110819F

09/21/1984

09/21/2024

SCAKE 504

Venezuela

STRAWBERRY SHORTCAKE

Registered

Those Characters From Cleveland, Inc.

6803/81

08/04/1981

110818F

09/21/1984

09/21/2024

SCAKE 519

Venezuela

STRAWBERRY SHORTCAKE

Registered

Those Characters From Cleveland, Inc.

18704-
2009

11/11/2009

S047285

01/26/2011

01/26/2026

SCAKE 510

Venezuela

STRAWBERRY SHORTCAKE LOGO WITH FRESITA IN CIRCLE

Registered

Those Characters From Cleveland, Inc.

2780/80

05/06/1980

111172F

10/19/1984

10/19/2024

SCAKE 511

Venezuela

STRAWBERRY SHORTCAKE LOGO WITH FRESITA IN CIRCLE

Registered

Those Characters From Cleveland, Inc.

2776/80

05/06/1980

111146F

10/18/1984

10/18/2024

***	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.

SELLERS DISCLOSURE LETTER - SECTION 4.13(a)

WHE Ref.

Country

Mark

Design

Status

Owner of
Record

Class(es)

App. No.

App. Date

Reg. No.

Reg. Date

Renewal

SCAKE 517

Venezuela

STRAWBERRY SHORTCAKE with Circle Strawberry

Registered

Those Characters From Cleveland, Inc.

18083-
2007

07/30/2007

P296513

07/22/2009

07/22/2024

SCAKE 516

Venezuela

STRAWBERRY SHORTCAKE with Design 2

Registered

Those Characters From Cleveland, Inc.

2007-
18082

07/30/2007

P292403

03/03/2009

03/03/2024

***	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.

PURCHASER DISCLOSURE LETTER

TO THE

MEMBERSHIP INTEREST PURCHASE AGREEMENT

BY AND AMONG

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.

This document constitutes the Purchaser Disclosure Letter (the “Purchaser Disclosures”) referenced in the Membership Interest Purchase Agreement (the “Agreement”), dated May 9, 2017, by and among IBG Borrower LLC, a limited liability company organized under the Laws of Delaware (“Seller”), and, solely for purposes of Section 3.4 of the Agreement, Iconix Brand Group, Inc. a corporation organized under the laws of the State of Delaware, on the one hand, and, solely for purposes of Section 3.3 of the Agreement, DHX Media Ltd., a corporation organized under the Laws of Canada, and DHX SSP Holdings LLC, a limited liability company organized under the Laws of Delaware (“Purchaser”), on the other hand. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Agreement.

Matters reflected in the Purchaser Disclosures are not necessarily limited to matters required by the Agreement to be reflected in the Purchaser Disclosures. Purchaser may, at its option, include in the Purchaser Disclosures items that are not material in order to avoid any misunderstanding, and such inclusion shall not be deemed to be an acknowledgment or representation that such items are material, to establish any standard of materiality or to define further the meaning of such terms for purposes of the Agreement, the Purchaser Disclosures or otherwise. To the extent any such additional matters are included, they are included for informational purposes and do not necessarily include other matters of a similar nature. In no event shall any disclosure of additional matters be deemed or interpreted to broaden or otherwise amend any of the covenants or representations or warranties in the Agreement. The disclosure of any matter or item in the Purchaser Disclosures shall not be deemed to constitute an acknowledgment that such matter or item is material to a representation or warranty set forth in the Agreement and shall not be used as a basis for interpreting the terms “material,” “materially” or “materiality” or any word or phrase of similar import, and does not mean that such matter or item would, alone or together with any other matter or item, reasonably be expected to be material. Headings and subheadings have been inserted in the Purchaser Disclosures for convenience of reference only and shall to no extent have the effect of amending or changing the express description thereof as set forth in the Agreement, or modifying any of the representations and warranties contained in the Agreement or any of the qualifications or exceptions set forth in the Agreement relating to such representations and warranties, including, without limitation, any qualifications based on knowledge. All references to “Sections” in the Purchaser Disclosures shall be deemed to refer to the provisions of the Agreement, unless the context requires otherwise. Disclosure of any fact or item in any Schedule referenced by a particular Section in the Agreement shall be deemed to have been disclosed with respect to every other Section in the Agreement to the extent that it is reasonably apparent from the face of such disclosure that such disclosure would apply to such other Sections.

The specification of any dollar amount or the inclusion of any item in the Purchaser Disclosures is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the ordinary course of business, and no party to the Agreement shall use the fact of the setting of the amounts or the fact of the inclusion of any item in the Purchaser Disclosures in any dispute or controversy between the parties as to whether any obligation, item or matter not described or included in the Purchaser Disclosures is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside of the ordinary course of business for purposes of the Purchaser Disclosures and the 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.

The information contained in the Purchaser Disclosures is disclosed solely for purposes of the Agreement, and no information contained herein or therein shall be deemed to be an admission by any party to the Agreement to any third party of any matter whatsoever (including any violation of any Law or Order or breach of contract). The parties to the Agreement do not assume any responsibility to any Person that is not a party to the Agreement for the accuracy of any information set forth in the Purchaser Disclosures. The information set forth in the Purchaser Disclosures was not prepared or disclosed with a view to its potential disclosure to others. Subject to applicable Law, such information is disclosed in confidence for the purposes contemplated in the Agreement and is subject to the confidentiality provisions of the Confidentiality Agreement. Moreover, in disclosing the information in the Purchaser Disclosures, each party to the Agreement expressly does not waive any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the matters disclosed or discussed herein.

***	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.

Section 5.3

Consents and Approvals

[***]

***	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.

Section 5.6

Finders; Brokers

None.

***	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.

Iconix Brand (ICON) 8-K/AFinancial Statements and Exhibits