INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 5, 2005, by and among NETFABRIC HOLDINGS, INC., a Delaware corporation (the "Company"), and the undersigned investors listed on Schedule I...Registration Rights Agreement • July 12th, 2005 • Netfabric Holdings, Inc • Services-business services, nec • New Jersey
ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of July 5, 2005 NETFABRIC HOLDINGS, INC., a Delaware corporation (the "Company"); the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof...Escrow Agreement • July 12th, 2005 • Netfabric Holdings, Inc • Services-business services, nec • New Jersey
EXHIBIT 99 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE...Warrant Agreement • April 8th, 2005 • Houston Operating Co • Services-business services, nec • Delaware
SHARE PURCHASE AGREEMENT This Share Purchase Agreement ("Agreement"), dated as of October __, 2004, among, Speed Action Limited (the "Seller") with offices at East Asia Chambers, P.O. Box 901, Road Town, Tortola, British Virgin Islands, Houston...Share Purchase Agreement • November 24th, 2004 • Houston Operating Co • Services-business services, nec • New York
Recitals:Termination Agreement • November 2nd, 2005 • Netfabric Holdings, Inc • Services-business services, nec
ARTICLE 1.Security Agreement • November 2nd, 2005 • Netfabric Holdings, Inc • Services-business services, nec • New Jersey
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of February 10, 2006, by and between NETFABRIC HOLDINGS, INC., a Delaware (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser")....Registration Rights Agreement • February 16th, 2006 • Netfabric Holdings, Inc • Services-business services, nec • New York
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS October 27, 2005 Securities Transfer Corporation 2591 Dallas Parkway Frisco, Texas 75034 Attention: George Johnson RE: NETFABRIC HOLDINGS, INC. Ladies and Gentlemen: Reference is made to that certain Securities...Securities Purchase Agreement • November 2nd, 2005 • Netfabric Holdings, Inc • Services-business services, nec
February 13, 2006 To The UCA Shareholders Listed Below (the "UCA Shareholders"): Re: Amendment of The Share Exchange Agreement This letter Agreement (the "Amendment") sets forth the terms and conditions relating to the amendment of the Share Exchange...Share Exchange Agreement • February 16th, 2006 • Netfabric Holdings, Inc • Services-business services, nec
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of July 5, 2005, by and among NETFABRIC HOLDINGS, INC., a Delaware corporation (the "Company"), and the Buyers listed on Schedule I attached hereto...Securities Purchase Agreement • July 12th, 2005 • Netfabric Holdings, Inc • Services-business services, nec • New Jersey
INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 27, 2005, by and among NETFABRIC HOLDINGS, INC., a Delaware corporation (the "Company"), and the undersigned investors listed on Schedule...Registration Rights Agreement • November 2nd, 2005 • Netfabric Holdings, Inc • Services-business services, nec • New Jersey
Exhibit 10.1 ------------ Financing Agreement between NetFabric and Macrocom, dated July 22, 2004 FINANCING AGREEMENT THIS AGREEMENT between MACROCOM INVESTORS, LLC, having offices at 1365 York Avenue, 28B, New York, New York 10021 ("Macrocom") and...Financing Agreement • December 15th, 2004 • Houston Operating Co • Services-business services, nec • New York
NETFABRIC HOLDINGS, INC. PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • July 12th, 2005 • Netfabric Holdings, Inc • Services-business services, nec • New Jersey
SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of July 5, 2005, by and between NETFABRIC CORPORATION, a Delaware corporation with its principal place of business at 67 Federal Road, Building A,...Security Agreement • July 12th, 2005 • Netfabric Holdings, Inc • Services-business services, nec • New Jersey
SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of July 5, 2005, by and between UCA SERVICES, INC, a New Jersey corporation with its principal place of business at 3 Stewart Court, Denville, NJ 07834...Security Agreement • July 12th, 2005 • Netfabric Holdings, Inc • Services-business services, nec • New Jersey
XCEL BRANDS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of ________, 20__ Debt SecuritiesIndenture • January 26th, 2024 • XCel Brands, Inc. • Patent owners & lessors • New York
STANDBY EQUITY DISTRIBUTION AGREEMENT THIS AGREEMENT dated as of the 5th day of July 2005 (the "Agreement") between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the "Investor"), and NETFABRIC HOLDINGS, INC., a corporation organized...Standby Equity Distribution Agreement • July 12th, 2005 • Netfabric Holdings, Inc • Services-business services, nec • New Jersey
SUBSIDIARY GUARANTY New York, New York February 10, 2006 FOR VALUE RECEIVED, and in consideration of note purchases from, or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. ("Laurus") to or for the account of NETFABRIC...Subsidiary Guaranty • February 16th, 2006 • Netfabric Holdings, Inc • Services-business services, nec
BACKGROUNDEscrow Agreement • November 2nd, 2005 • Netfabric Holdings, Inc • Services-business services, nec • New Jersey
RECITALS: --------Pledge and Escrow Agreement • July 25th, 2005 • Netfabric Holdings, Inc • Services-business services, nec • New York
AMENDED AND RESTATED SUBSIDIARY SECURITY AGREEMENT THIS AMENDED AND RESTATED SUBSIDIARY SECURITY AGREEMENT (the "Agreement"), is entered into and made effective as of October 27, 2005, by and between NETFABRIC CORPORATION, a Delaware corporation with...Subsidiary Security Agreement • November 2nd, 2005 • Netfabric Holdings, Inc • Services-business services, nec • New Jersey
ARTICLE I CONTRACT RATESecured Convertible Note • February 16th, 2006 • Netfabric Holdings, Inc • Services-business services, nec
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS July 5, 2005 Securities Transfer Corporation 2591 Dallas Parkway Frisco, Texas 75034 Attention: George Johnson RE: NETFABRIC HOLDINGS, INC. Ladies and Gentlemen: Reference is made to that certain Securities...Irrevocable Transfer Agent Instructions • July 12th, 2005 • Netfabric Holdings, Inc • Services-business services, nec
Dated: July 19, 2005 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Debenture Agreement • July 25th, 2005 • Netfabric Holdings, Inc • Services-business services, nec
May 26, 2005Side Letter Agreement • May 26th, 2005 • Netfabric Holdings, Inc • Services-business services, nec
This letter agreement is being entered into in connection with the Share Exchange Agreement, dated as of May 20, 2005, by and among NetFabric Holdings, Inc. ("NetFabric"), a Delaware corporation, UCA Services, Inc. ("Services"), a New Jersey corporation, and all of the shareholders of Services identified thereto (the "Share Exchange Agreement"). This letter agreement shall constitute a part of the Share Exchange Agreement. In conjunction with the Share Exchange Agreement, NetFabric and Services have come to the following agreement with respect to the appointment of Directors to the Board of Directors of NetFabric: (i) Fahad Syed, as the Managing Director of Services, will be appointed to the Board of Directors of NetFabric; (ii) Faisal Syed, Mohd Asif and Fahad Syed, the former shareholders of Services (the "Selling Services Shareholders"), shall have the right to appoint one (1) member of the Board of Directors of NetFabric; (iii) NetFabric shall have the right to appoint three (3) me
WITNESSETHSecurities Purchase Agreement • November 2nd, 2005 • Netfabric Holdings, Inc • Services-business services, nec • New Jersey
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) dated February 27, 2019 by and between XCel Brands, Inc., a Delaware corporation (the “Company”) and Seth Burroughs (the “Executive”), each a “Party” and collectively the “Parties.”...Employment Agreement • April 1st, 2019 • XCel Brands, Inc. • Patent owners & lessors • New York
67 Federal Road Building A, Suite 300 Brookfield CT 06804 March 25, 2005 Via Email Mr. Michael Millon Macrocom Investors, LLC Dear Michael: This letter will confirm our understanding with respect to the Finance Agreement between Macrocom Investors,...Finance Agreement • December 19th, 2005 • Netfabric Holdings, Inc • Services-business services, nec
EXHIBIT 2.1 SHARE EXCHANGE AGREEMENTShare Exchange Agreement • May 26th, 2005 • Netfabric Holdings, Inc • Services-business services, nec • New York
AGREEMENTSecurity Agreement • February 16th, 2006 • Netfabric Holdings, Inc • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2011 • XCel Brands, Inc. • Services-business services, nec
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
ContractMembership Interest Purchase Agreement • June 3rd, 2022 • XCel Brands, Inc. • Patent owners & lessors
On May 27, 2022, Xcel Brands, Inc. (the “Company”) entered into a membership interest purchase agreement (the “Purchase Agreement) with IM Topco, LLC (“IM Topco”), a Delaware limited liability company, and wholly-owned subsidiary of the Company, IM WHP, LLC (“WHP”) and IM Brands, LLC, a wholly-owned subsidiary of the Company (“IMB”) pursuant to which, on May 31, 2022 (the “Closing Date”), (i) the Company contributed assets owned by IMB, including the “Isaac Mizrahi” trademark and other intellectual property rights relating thereto, among other things, into IM Topco and (ii) the Company sold 70% of the membership interests of IM Topco to WHP. The purchase price paid by WHP to the Company at the closing of the transactions (the “Closing”) in exchange for the 70% membership interest in IM Topco consisted of $46,200,000 in cash. Pursuant to the Purchase Agreement, the Company will also be entitled to receive an “earnout” payment in the amount of $2,000,000 if, during the period from Januar
CREDIT AGREEMENT among IM BRANDS, LLC, as Borrower, The Several Lenders from Time to Time Parties Hereto, and MIDMARKET CAPITAL PARTNERS, LLC, as Administrative Agent Dated as of September 29, 2011Credit Agreement • October 5th, 2011 • XCel Brands, Inc. • Services-business services, nec • New York
WHEREAS, XCel Brands, Inc. and the Borrower entered into that certain Asset Purchase Agreement, dated as of May 19, 2011, as amended by First Amendment to Asset Purchase Agreement dated July 28, 2011, the Second Amendment to Asset Purchase dated as of September 15, 2011, Third Amendment to Asset Purchase Agreement dated as of September 21, 2011 and Fourth Amendment to Asset Purchase Agreement dated as of September 29, 2011 (the “Acquisition Agreement”), by and among IM Ready-Made, LLC as seller (the “Seller”), Isaac Mizrahi, an individual, Marisa Gardini, and individual, the Parent and the Borrower, pursuant to which the Borrower is acquiring (the “Acquisition”) certain assets of the Seller including its trademarks, copyrights, license agreements, and certain other intellectual property and the Parent is acquiring certain fixed assets of, assuming certain liabilities of, and intends to employ certain employees of the Seller as provided for in the Acquisition Agreement ;
3,284,421 SHARES of Common Stock and XCEL BRANDS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2024 • XCel Brands, Inc. • Patent owners & lessors • New York
The undersigned, Xcel Brands, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Xcel Brands, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Craig-Hallum Capital Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
AMENDED STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 6th, 1999 • Houston Operating Co • Texas
