MEMBERSHIP PLEDGE AGREEMENTMembership Pledge Agreement • December 16th, 2024 • XCel Brands, Inc. • Patent owners & lessors • New York
THIS MEMBERSHIP PLEDGE AGREEMENT (this “Pledge Agreement”), dated as of December 12, 2024 is made by and between XCEL BRANDS, INC., a Delaware corporation (the “Borrower”), XCEL IP HOLDINGS, LLC, a Delaware limited liability company (“Xcel Holdings”), HALSTON HOLDING COMPANY, LLC, a Delaware limited liability company (“Halston Holdings”), H LICENSING, LLC, a Delaware limited liability company (“H Licensing”, and together with the Borrower, Xcel Holdings, Halston Holdings and H Licensing, the “Pledgors”, and each, a “Pledgor”), and FEAC AGENT, LLC (“FEAC”), as administrative agent and collateral agent (FEAC in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) for the lenders (the “Lenders”) from time to time party to the Loan Agreement (as defined below) and the other Secured Parties.
LOAN AND SECURITY AGREEMENT AMONG FEAC AGENT, LLC as Administrative Agent and Collateral Agent FEF DISTRIBUTORS, LLC as Lead Arranger THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders XCEL BRANDS, INC., as Borrower and JR LICENSING, LLC, H...Loan and Security Agreement • December 16th, 2024 • XCel Brands, Inc. • Patent owners & lessors • New York
This Loan and Security Agreement is made as of December 12, 2024 by and among XCEL BRANDS, INC., a Delaware corporation (“Borrower”), each other Credit Party executing or becoming a party to this Agreement, the financial institutions from time to time party to this Agreement (collectively, “Lenders” and individually, each a “Lender”), FEAC Agent, LLC (“FEAC”) as administrative agent and collateral agent for Lenders (FEAC in such capacity together with its successors and assigns in such capacity, “Administrative Agent”) and Restore Capital, LLC (“Restore”) as agent for the Term Loan B Lenders (in such capacity, “Term Loan B Agent”).
ContractWarrant Agreement • December 16th, 2024 • XCel Brands, Inc. • Patent owners & lessors
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL, STATE AND FOREIGN SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
