Membership Interest PURCHASE AGREEMENT Among IMWHP, LLC as Buyer Xcel Brands, Inc. and IM Brands, LLC as Seller and IM TOPCO, LLC May 27, 2022Membership Interest Purchase Agreement • June 3rd, 2022 • XCel Brands, Inc. • Patent owners & lessors • Delaware
ContractFinancial Information • 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
