BRIDGE NOTEBridge Note • February 11th, 2011 • Passport Brands, Inc • Knit outerwear mills
FOR VALUE RECEIVED, I.C. ISAACS & COMPANY, INC., a Delaware corporation with an address at 475 10th Avenue, 9th Floor, New York, NY 10018 (hereinafter referred to as "Maker") hereby promises to pay to the order of Ernest K. Jacquet an individual with an address at 2600 N. Flagler Drive., Suite 909, West Palm Beach, FL 33407 (hereinafter referred to as the "Lender") the principal sum of One Hundred Thirty Thousand Dollars ($130,000.00) (the "Loan") and shall pay interest at the rate of ten percent (10%) per annum. In the case of an Event of Default the Default Rate will be 16%.
STOCK OPTION AGREEMENTStock Option Agreement • February 11th, 2011 • Passport Brands, Inc • Knit outerwear mills • New York
THIS AGREEMENT, made as of November 12, 2010 by and between I.C. Isaacs & Company, Inc., a Delaware corporation (the “Company”) and Ernest K. Jacquet ( “Optionee”).
NOTEPassport Brands, Inc • February 11th, 2011 • Knit outerwear mills
This note cancels and replaces a $250,000 Note dated August 12, 2010 and a $320,000 Note dated September 23, 2010 issued by Maker and is consolidated with advances made of $110,000 on September 30, 2010 and $100,000 on November 12, 2010 to Maker.
EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2011 • Passport Brands, Inc • Knit outerwear mills • New York
THIS AGREEMENT (this “Agreement”), made in New York, New York as of February 10, 2011, between Passport Brands, Inc., a Delaware corporation (formerly I.C. Isaacs & Company, Inc.) (the “Company”), and Robert S. Stec (“Executive”).
LOAN AGREEMENT (Junior Creditor Agreement)Loan Agreement • February 11th, 2011 • Passport Brands, Inc • Knit outerwear mills • Luxembourg
WURZBURG HOLDING SA, a company established and existing under the laws of the Grand-Duchy of Luxembourg, whose registered office is 41, avenue de la Gare - BP 2017 L-1020 Luxembourg, (hereinafter referred to as the “Lender”)
SALES REPRESENTATIVE AGREEMENTSales Representative Agreement • February 11th, 2011 • Passport Brands, Inc • Knit outerwear mills • New York
This Sales Representative Agreement (“Agreement”) is entered into and effective as of the 6th day of October, 2009 (the “Effective Date”), by and between Samsung America, Inc. (“SAI”), a New York corporation with a business address of 1430 Broadway, New York, New York 10018, and I.C. Isaacs & Company, Inc., a Delaware corporation with an address at 475 Tenth Ave., 9th Floor, New York, New York 10018 (“I.C. Isaacs”). I.C. Isaacs and SAI are sometimes hereinafter referred to collectively as the “Parties” and individually as “Party”.
LETTER OF AGREEMENTLetter of Agreement • February 11th, 2011 • Passport Brands, Inc • Knit outerwear mills
This letter of agreement (the “Agreement”) engages Cameron Associates, Inc. (“Cameron”) to provide investor relations services (outlined in Exhibit A as attached hereto and incorporated herein by reference) to I.C. Isaacs & Company, Inc. (“ISAC”) commencing on November 1, 2010.
AGREEMENTAgreement • February 11th, 2011 • Passport Brands, Inc • Knit outerwear mills • New York
This Agreement (this “Agreement”) is made and entered into by and between ProActive Capital Resources Group LLC, (the "Consultant") and IC Isaacs & Co. (the "Client") on November 1, 2010.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 11th, 2011 • Passport Brands, Inc • Knit outerwear mills • New York
This employment agreement (the “Agreement”) is made this 2nd day of July 2007, by and between I.C. Isaacs & Company LP, a Delaware limited partnership (the “Company”), and Marc Goldberg, (the “Executive”).
AMENDED STOCK OPTION AGREEMENTAmended Stock Option Agreement • February 11th, 2011 • Passport Brands, Inc • Knit outerwear mills • New York
THIS AGREEMENT, amended October 20, 2010 by and between I.C. Isaacs & Company, Inc.,, a Delaware corporation (the “Company”) and Freedom Brands Holding LLC ( “Optionee”).
Passport Brands, Inc. Nonqualified Stock Option Grant AgreementNonqualified Stock Option Grant Agreement • February 11th, 2011 • Passport Brands, Inc • Knit outerwear mills • Delaware
THIS AGREEMENT, made as of the 9th day of February 2011, between Passport Brands, Inc. (the “Company”) and Robert S. Stec (the “Participant”).
SENIOR CONVERTIBLE BRIDGE NOTEPassport Brands, Inc • February 11th, 2011 • Knit outerwear mills
FOR VALUE RECEIVED, Passport Brands, Inc., a Delaware corporation with an address at 252 W. 37th St. 6th Floor, New York, NY 10018 (hereinafter referred to as "Maker") hereby promises to pay to the order of Ernest K. Jacquet an individual with an address at 2600 N. Flagler Drive, Suite 909, West Palm Beach, FL 33407 (hereinafter referred to as the "Lender") the principal sum of One Hundred Thousand Dollars ($100,000.00) (the "Loan") and shall pay interest on the outstanding principal sum at the rate of ten percent (10%) per annum. During the existence of an Event of Default (as defined below), the default rate of interest will be 20% per annum.
AMENDMENT NO 1. TO LOAN AGREEMENT (Junior Creditor Agreement)Loan Agreement • February 11th, 2011 • Passport Brands, Inc • Knit outerwear mills
This Amendment No. 1 to that certain Loan Agreement (the “Amendment”) is dated as of this 3 day of July, 2009, by and among Wurzburg Holding S.A., a company established and existing under the laws of the Grand-Duchy of Luxembourg, whose registered office is 41, avenue de la Gare – BP 2017 L-1020 Luxembourg (the “Lender”), and I.C. Isaacs & Company, Inc., a company incorporated under the laws of the State of Delaware, whose principal place of business is 475 10th Avenue, 9th Floor, New York, New York (the “Borrower”)
Memorandum of UnderstandingPassport Brands, Inc • February 11th, 2011 • Knit outerwear mills
This letter serves as a general memorandum of understanding between IC Isaacs (herein referred to as “the Company”), a Delaware corporation and Jenno Holdings, Inc., a New York corporation (herein referred to as “the Contractor”) for Jenno Holdings to serve as an independent Contractor for IC Isaacs.
June 14, 2006Passport Brands, Inc • February 11th, 2011 • Knit outerwear mills
AMENDMENT N0.13 to TRADEMARK LICENSE AND TECHNICAL ASSISTANCE AGREEMENT FOR MEN’S COLLECTIONSLicense and Technical Assistance Agreement • February 11th, 2011 • Passport Brands, Inc • Knit outerwear mills
This amendment N 13, dated as of July 29th, 2009, is to Trademark License and Technical Assistance Agreement, dated March 4, 1998, by and between Latitude Licensing Corp. (“Licensor”) and IC ISAACS & Company L.P. (“Licensee”) and its further amendments up to Amendment N 12. Capitalized terms used herein have the meaning ascribed to them in the Agreement unless otherwise indicated.
NOTEPassport Brands, Inc • February 11th, 2011 • Knit outerwear mills
FOR VALUE RECEIVED, I.C. ISAACS & COMPANY, INC., a Delaware corporation with an address at 475 10th Avenue, 9th Floor, New York, NY 10018 (hereinafter referred to as "Maker") hereby promises to pay to the order of Ernest K. Jacquet an individual with an address at 2600 N. Flagler Drive., Suite 909, West Palm Beach, FL 33407 (hereinafter referred to as the "Lender") the principal sum of Nine Hundred Thousand Dollars ($900,000.00) (the "Loan") with payment in kind (“PIK”) interest at the rate of ten percent (10%) per annum. Interest shall accrue until such time as Maker has achieved over a period of four (4) consecutive calendar quarters earnings before interest and taxes (“EBITDA”) in excess of one million dollars ($1,000,000). In the case of an Event of Default the Default Rate will be 16%.
LEASE AGREEMENTLease Agreement • February 11th, 2011 • Passport Brands, Inc • Knit outerwear mills • Maryland
THIS LEASE AGREEMENT is made and entered into this 2nd day of December 2009 by and between the Steamship Trade Association of Baltimore, Incorporated-International Longshoremen’s Association (AFL-CIO) Pension Plan, a pension plan (hereinafter referred to as “Landlord”), and I.C. Isaacs & Co. (hereinafter referred to as “Tenant”).
LEASELease • February 11th, 2011 • Passport Brands, Inc • Knit outerwear mills • New York
This Lease made as of the 29 day of October, 2010, between SHEVA 7 LLC, a New York limited liability company, having an office at 485 Seventh Avenue, Suite 777, New York, New York 10018, as landlord (“Landlord”), and I.C. ISAACS & CO., INC., a Delaware Corporation, having an office at 252 West 37th Street, 6th floor, New York, NY 10018, as tenant (“Tenant”).
AMENDMENT NO 1. TO LOAN AGREEMENTLoan Agreement • February 11th, 2011 • Passport Brands, Inc • Knit outerwear mills
This Amendment No. 1 to that certain Loan Agreement (the “Amendment”) is dated as of this 3 day of July, 2009, by and among Textile Investment International SA., a company established and existing under the laws of the Grand-Duchy of Luxembourg, whose registered office is 41, avenue de la Dare — BP 2017 L-1020 Luxembourg (the “Lender”), and I.C. Isaacs & Company, Inc., a company incorporated under the laws of the State of Delaware, whose principal place of business is 475 106 Avenue, 9th Floor, New York, New York (the “Borrower”).
AMENDMENT NO. 11 to TRADEMARK LICENSE AND TECHNICAL ASSISTANCE AGREEMENT FOR WOMEN’S COLLECTIONSLicense and Technical Assistance Agreement • February 11th, 2011 • Passport Brands, Inc • Knit outerwear mills
This amendment N 11, dated as of June 1st, 2009, is to Trademark License and Technical Assistance Agreement, dated March 4, 1998, by and between Latitude Licensing Corp. (“Licensor”) and IC ISAACS & Company L.P.(“Licensee”) and its further amendments up to Amendment N 10 dated October 24, 2007. Capitalized terms used herein have the meaning ascribed to them in the Agreement unless otherwise indicated.
Ernest K. Jacquet February 8th, 2011Passport Brands, Inc • February 11th, 2011 • Knit outerwear mills
AMENDMENT NO. 12 to TRADEMARK LICENSE AND TECHNICAL ASSISTANCE AGREEMENT FOR WOMEN’S COLLECTIONSPassport Brands, Inc • February 11th, 2011 • Knit outerwear mills
This amendment N 12, dated as of July 29th , 2009, is to Trademark License and Technical Assistance Agreement, dated March 4, 1998 , by and between Latitude Licensing Corp. (“Licensor”) and IC ISAACS & Company L.P. (“Licensee”) and its further amendments up to Amendment N 11. Capitalized terms used herein have the meaning ascribed to them in the Agreement unless otherwise Indicated.
LIMITED TRADEMARK LICENSE AGREEMENTLimited Trademark License Agreement • February 11th, 2011 • Passport Brands, Inc • Knit outerwear mills • New York
AGREEMENT (the “Agreement”) made as of the 10th day of March 2010, by and between I.C. Isaacs and Co., Inc. (“Licensor”), a Delaware corporation with an address of 475 Tenth Ave., 9th Floor, New York, New York 10018 and Samsung America, Inc. (“Licensee”), a New York corporation, with an address of 1430 Broadway, 22nd Floor, New York, New York 10018.
LIMITED TRADEMARK SUBLICENSE AGREEMENTLimited Trademark Sublicense Agreement • February 11th, 2011 • Passport Brands, Inc • Knit outerwear mills • New York
AGREEMENT (the “Agreement”) made as of the 6th day of October, 2009, by and between I.C. Isaacs and Company, L.P. (“Sublicensor”), a Delaware limited liability partnership with an address of 475 Tenth Ave., 9th Floor, New York, New York 10018 and Samsung America, Inc. (“Sublicensee”), a New York corporation, with an address of 1430 Broadway, 22nd Floor, New York, New York 10018.
AMENDMENT NO. 12 to TRADEMARK LICENSE AND TECHNICAL ASSISTANCE-AGREEMENT FOR MEWS COLLECTIONSLicense and Technical Assistance-Agreement • February 11th, 2011 • Passport Brands, Inc • Knit outerwear mills
This amendment N 12, dated as of June 1st, 2009, is to Trademark License and Technical Assistance Agreement, dated March 4, 1998, by and between Latitude Licensing Corp. (“Licensor”) and IC ISAACS & Company LP. (“Licensee”) and its further amendments up to Amendment N 11 dated October 24, 2007. Capitalized terms used herein have the meaning ascribed to them in the Agreement unless otherwise indicated.
ContractPassport Brands, Inc • February 11th, 2011 • Knit outerwear mills • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.
