SUBSCRIPTION AGREEMENTSubscription Agreement • November 25th, 2022 • Longaberger Licensing, LLC • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
Castle Placement, LLC New York, New York 10036Licensing Agreement • November 25th, 2022 • Longaberger Licensing, LLC • New York
This agreement (the "Agreement") is made and entered into by and between Company and Castle Placement, LLC ("Castle"). Company and Castle are each individually a "party" and collectively the "parties". Company hereby engages Castle as an independent contractor to solicit a Transaction. "Transactions" shall be defined as: a proposed offering and sale of Investments (as defined below).
STOCKHOLDERS AGREEMENT between LONGABERGER INC. and THE STOCKHOLDERS NAMED HEREIN dated as of October [●], 2022 Stockholders AgreementStockholders Agreement • November 25th, 2022 • Longaberger Licensing, LLC • Delaware
This Stockholders Agreement (this “Agreement”), dated as of October [●], 2022, is entered into among Longaberger Inc., a Delaware corporation (the “Company”), Xcel Brands, Inc., a Delaware corporation (the “Xcel Stockholder”), Hilco Baskets, LLC, a Delaware limited liability company (the “Hilco Stockholder” and, together with the Xcel Stockholder, the “Class B Stockholders”), and each other Person who after the date hereof acquires Class B Common Stock and becomes a party to this Agreement by executing a Joinder Agreement (such Persons, collectively with the Class B Stockholders, the “Stockholders”).
LIMITED LIABILITY COMPANY AGREEMENT OF LONGABERGER LICENSING, LLCLimited Liability Company Agreement • November 25th, 2022 • Longaberger Licensing, LLC • New York
This Limited Liability Company Agreement (this “Agreement”) of Longaberger Licensing, LLC is entered into as of November 12, 2019, by Hilco Baskets, LLC (“Hilco”), a Delaware limited liability company], as the sole Class A Member, and Xcel Brands, Inc. (“Xcel”), a Delaware corporation, as the sole Class B Member. Each of the Class A Member and the Class B Member shall be referred to herein as a “Party” and collectively the “Parties”.
