VOTING AGREEMENTVoting Agreement • December 24th, 2014 • XCel Brands, Inc. • Patent owners & lessors • Delaware
THIS VOTING AGREEMENT (this “Agreement”), dated as of December 22, 2014, is made by and among XCel Brands, Inc., a Delaware corporation, and its successors and/or assigns (the “Company”) and The H Company IP, LLC (the “Seller”).
COMMON STOCK PURCHASE WARRANT XCEL BRANDS, Inc.XCel Brands, Inc. • December 24th, 2014 • Patent owners & lessors
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Hilco Trading, LLC (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 December 22, 2019 (the “Termination Date”) but not thereafter, to subscribe for and purchase from XCel Brands, Inc., a Delaware corporation (the “Company”), up to Seven Hundred Fifty Thousand (750,000) 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). This Warrant has been issued pursuant to Section 3.3(iii) of the Asset Purchase Agreement by and among the Company, H Licensing, LLC, the Holder and House of Halston LLC (the “APA”)
SECURITY AGREEMENTSecurity Agreement • December 24th, 2014 • XCel Brands, Inc. • Patent owners & lessors • New York
SECURITY AGREEMENT, dated as of December 22, 2014 between H LICENSING, LLC, a Delaware limited liability company (the “Borrower”) with its principal office located at 475 Tenth Avenue, New York, New York 10018, and Bank Hapoalim B.M., an Israeli banking corporation licensed to do business in the State of New York (the “Bank”) with its New York office located at 1177 Avenue of the Americas, New York, NY 10036.
AMENDMENT NO. 2 TO PROMISSORY NOTE, LINE LETTER AGREEMENT AND SECURITY AGREEMENTSLetter Agreement and Security Agreements • December 24th, 2014 • XCel Brands, Inc. • Patent owners & lessors • New York
THIS AMENDMENT NO. 2 TO PROMISSORY NOTE, LINE LETTER AGREEMENT AND SECURITY AGREEMENTS (this “Amendment”) is entered into as of December 22, 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”).
PERSONAL AND CONFIDENTIAL PRIVATE PLACEMENT ENGAGEMENT LETTERXCel Brands, Inc. • December 24th, 2014 • Patent owners & lessors • New York
This agreement (“Agreement”) confirms the mutually agreed terms between Xcel Brands, Inc. (the “Company”) and Young America Capital, LLC (“Agent”) to act as sole placement agent to the Company for a proposed private placement to “qualified institutional buyers” as such term is defined in Rule 144A under the Securities Act of 1933 ( the 1933 Act), as amended and a limited number of institutional “accredited investors, as such term is defined in Regulation D under the 1933 Act ( the “Placement”) of the Company’s common stock ( the “Securities”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • December 24th, 2014 • XCel Brands, Inc. • Patent owners & lessors • New York
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT is made as of December 22, 2014 (this “IP Security Agreement”), by H LICENSING, LLC, a Delaware limited liability company (“Grantor”), in favor of Bank Hapoalim B.M. (“Bank”).
AMENDMENT NO. 1 TO PROMISSORY NOTE, LINE LETTER AGREEMENT AND SECURITY AGREEMENTSLetter Agreement and Security Agreements • December 24th, 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 December 22, 2014, by and among JR LICENSING, LLC, a Delaware limited liability company (“Borrower”), XCEL BRANDS, INC., a Delaware corporation (“Guarantor”) and BANK HAPOALIM B.M. (“Bank”).
ASSET PURCHASE AGREEMENT BY AND AMONG XCEL BRANDS, INC. H LICENSING, LLC AND THE H COMPANY IP, LLC HOUSE OF HALSTON, LLCAsset Purchase Agreement • December 24th, 2014 • XCel Brands, Inc. • Patent owners & lessors • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 22, 2014, by and among XCel Brands, Inc., a Delaware corporation (“XCel”), H Licensing, LLC, a Delaware limited liability company and wholly owned subsidiary of XCel, (“Sub” and together with XCel, the “Buyers”), and The H Company IP, LLC, a Delaware limited liability company (the “Seller”), a wholly owned subsidiary of House of Halston, LLC, a Delaware limited liability company (“Parent”). The Seller and Buyers are referred to herein each individually as a “Party,” and collectively as the “Parties.”
