VOTING AGREEMENTVoting Agreement • April 9th, 2014 • XCel Brands, Inc. • Patent owners & lessors • Delaware
THIS VOTING AGREEMENT (this “Agreement”), dated as of April 3, 2014, is made by and among XCel Brands, Inc., a Delaware corporation, and its successors and/or assigns (the “Company”) and Judith Ripka Berk, an individual (the “Seller”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 9th, 2014 • XCel Brands, Inc. • Patent owners & lessors • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 1, 2014 by and between Xcel Brands, Inc. a Delaware corporation (the “Company”), and Judith Ripka Berk (the “Executive”), each a “Party” and collectively the “Parties.” Unless otherwise indicated, capitalized terms used herein are defined in Section 2.1. Capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Purchase Agreement (as hereafter defined).
ASSET PURCHASE AGREEMENT BY AND AMONG XCEL BRANDS, INC., JR LICENSING, LLC, AND JUDITH RIPKA CREATIONS, INC., JUDITH RIPKA COMPANIES INC. JUDITH RIPKA DESIGNS, LTD. JSB MARKETING CORP. AND JUDITH RIPKA DATED AS OF APRIL 1, 2014Asset Purchase Agreement • April 9th, 2014 • XCel Brands, Inc. • Patent owners & lessors • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 1, 2014, by and among XCel Brands, Inc., a Delaware corporation (“XCel”), JR Licensing, LLC, a Delaware limited liability company (“JRL” and, together with XCel, the “Buyers”), Judith Ripka Creations, Inc., a New York corporation (“JR Creations”), JSB Marketing Corp. (“JSB”), Judith Ripka Companies Inc. (“JR Companies”), Judith Ripka Designs, Ltd. (“JR Designs”) and Judith Ripka, an individual (“JR”, and collectively with JR Creations, JSB, JR Companies and JR Designs, the “Sellers”), and solely for purposes of Sections 6.3 and 6.9, Ronald Berk. The Sellers and Buyers are referred to herein each individually as a “Party,” and collectively as the “Parties.”
AMENDMENT NO. 1 TO PROMISSORY NOTE, LINE LETTER AGREEMENT AND SECURITY AGREEMENTSPromissory Note, Line Letter Agreement and Security Agreements • April 9th, 2014 • XCel Brands, Inc. • Patent owners & lessors • New York
THIS AMENDMENT NO. 1 TO PROMISSORY NOTE, LINE LETTER AGREEMENT AND SECURITY AGREEMENTS (this “Amendment”) is entered into as of April 1, 2014, by and among IM BRANDS, LLC, a Delaware limited liability company (“Borrower”), XCEL BRANDS, INC., a Delaware corporation (“Guarantor”) and BANK HAPOALIM B.M. (“Bank”).
