0001144204-13-033893 Sample Contracts

COMMON STOCK PURCHASE WARRANT XCEL BRANDS, Inc.

Security Agreement • June 7th, 2013 • XCel Brands, Inc. • Patent owners & lessors

• Contract Type
  Security Agreement
• Filed
  June 7th, 2013
• Company
  XCel Brands, Inc.
• Industry
  Patent owners & lessors

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [l] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from XCel Brands, Inc., a Delaware corporation (the “Company”), up to [l] ([l]) shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Contract

Placement Agent Agreement • June 7th, 2013 • XCel Brands, Inc. • Patent owners & lessors • New York

• Contract Type
  Placement Agent Agreement
• Filed
  June 7th, 2013
• Company
  XCel Brands, Inc.
• Industry
  Patent owners & lessors
• Jurisdiction
  New York

SUBSCRIPTION AGREEMENT

Subscription Agreement • June 7th, 2013 • XCel Brands, Inc. • Patent owners & lessors • New York

• Contract Type
  Subscription Agreement
• Filed
  June 7th, 2013
• Company
  XCel Brands, Inc.
• Industry
  Patent owners & lessors
• Jurisdiction
  New York

This Subscription Agreement (the “Subscription Agreement”) sets forth the agreement of XCel Brands, Inc. (the “Company”) and the undersigned with respect to the sale by the Company to the undersigned of (i) the number of shares of common stock, $0.001 par value per share, of the Company (“Common Stock”) set forth on the signature page hereto (the “Shares”) and (ii) warrants (the “Warrants”), each warrant to purchase one share of Common Stock at an exercise price of $5.00 per share, in the form attached as Exhibit A hereto, for the purchase price set forth on the signature page hereto (the “Purchase Price”). Together with this Subscription Agreement, the undersigned is delivering to Xcel either (1) a check payable to XCel Brands, Inc. or (2) funds by wire transfer as instructed by the Company, in either case in the full amount of the purchase price for the Shares and Warrants which the undersigned is hereby subscribing for pursuant hereto. This Subscription Agreement is part of an offer