XCel Brands, Inc. Sample Contracts

XCel Brands, Inc. – EMPLOYMENT AGREEMENT (March 1st, 2019)

THIS EMPLOYMENT AGREEMENT (this “Agreement dated February [•], 2019 by and between XCel Brands, Inc., a Delaware corporation (the “Company”) and Robert W. D’Loren (the “Executive”) each a “Party” and collectively the “Parties.” This Agreement replaces and supersedes that certain employment agreement dated as of October 1, 2014, as amended as of April 1, 2017, by and between the Company and the Executive (the “Prior Agreement”).  Unless otherwise indicated, capitalized terms used herein are defined in Section 2.1 of this Agreement.

XCel Brands, Inc. – EMPLOYMENT AGREEMENT (March 1st, 2019)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of February 15, 2019, by and between XCel Brands, Inc. a Delaware corporation (the “Company”), and Giuseppe Falco (the “Executive”), each a “Party” and collectively the “Parties.” This Agreement supersedes and replaces that certain Employment Agreement dated as of January 24, 2017 by and between the Company and the Executive (the “Prior Agreement”). Unless otherwise indicated, capitalized terms used herein are defined in Section 2.1 of this Agreement.

XCel Brands, Inc. – EMPLOYMENT AGREEMENT (March 1st, 2019)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) dated February [•], 2019 by and between XCel Brands, Inc., a Delaware corporation (the “Company”) and James F. Haran (the “Executive”), each a “Party” and collectively the “Parties.” This Agreement replaces and supersedes that certain second amended and restated employment agreement made as of October 1, 2014, as amended and restated by and between the Company and the Executive (the “Prior Agreement”).  Unless otherwise indicated, capitalized terms used herein are defined in Section 2.1 of this Agreement.

XCel Brands, Inc. – VOTING AGREEMENT (February 15th, 2019)

THIS VOTING AGREEMENT (this “Agreement”), dated as of February 11, 2019, is made by and among Xcel Brands, Inc., a Delaware corporation, and its successors and/or assigns (the “Company”) and [•] (the “Holder”).

XCel Brands, Inc. – SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AMONG BANK HAPOALIM B.M. as Agent THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders XCEL BRANDS, INC., as Borrower and IM BRANDS, LLC, JR LICENSING, LLC, H LICENSING, LLC, C WONDER LICENSING, LLC, XCEL DESIGN GROUP, LLC, JUDITH RIPKA FINE JEWELRY, LLC, H HERITAGE LICENSING, LLC, XCEL-CT MFG, LLC as Guarantors Dated: February 11, 2019 (February 15th, 2019)

This Second Amended and Restated Loan and Security Agreement is made as of February 11, 2019 by and among XCEL BRANDS, INC., a Delaware corporation (“Initial Borrower” and together with each Person who hereafter becomes a Borrower, collectively, “Borrowers”), 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”) and BANK HAPOALIM B.M. (“BHI”) as collateral and administrative agent for Lenders (BHI in such capacity “Agent”).

XCel Brands, Inc. – ASSET PURCHASE AGREEMENT (February 15th, 2019)

This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of February __, 2019, by and among H Heritage Licensing, LLC, a Delaware limited liability company and wholly owned subsidiary of Xcel, (the “Buyer”), The H Company IP, LLC, a Delaware limited liability company (the “Seller”), and House of Halston, LLC, a Delaware limited liability company and the sole member of the Seller (“Parent” and together with the Seller, the “Seller Parties”). The Seller Parties and the Buyer are referred to herein each individually as a “Party,” and collectively as the “Parties.”

XCel Brands, Inc. – THIRD RESTATED AND AMENDED BY-LAWS OF XCEL BRANDS, INC. (a Delaware corporation) (December 8th, 2017)
XCel Brands, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XCEL BRANDS, INC. (October 24th, 2017)

The original Certificate of Incorporation of Xcel Brands, Inc. (the “Corporation”) was filed by the Secretary of State on August 31, 1989 (the “Original Certificate”) and the name under which the Corporation was originally incorporated is Houston Operating Company. The Original Certificate was amended and restated on April 18, 2005, further amended and restated on December 1, 2011 and further amended and restated on November 6, 2014. This Amended and Restated Certificate of Incorporation, which further amends and restates the Certificate of Incorporation of the Corporation, as amended to date, was duly adopted by the written consent of the holders of a majority of the outstanding stock entitled to vote thereon in accordance with the provisions of Sections 141, 228, 242 and 245 of the General Corporation Law of the State of Delaware.

XCel Brands, Inc. – AMENDMENT No. 1 TO AMENDED & RESTATED EMPLOYMENT AGREEMENT (May 1st, 2017)

This Amendment No. 1 (the “Amendment”) to the Second Amended and Restated Employment Agreement dated as of October 1, 2014 (the “Employment Agreement”), by and between Xcel Brands, Inc., a Delaware corporation (the “Company”) and Seth Burroughs (the “Executive”, and together with the Company, the “parties”), is dated April 26, 2017 and effective as of April 1, 2017.

XCel Brands, Inc. – AMENDMENT No. 1 TO AMENDED & RESTATED EMPLOYMENT AGREEMENT (May 1st, 2017)

This Amendment No. 1 (the “Amendment”) to the Second Amended and Restated Employment Agreement dated as of October 1, 2014 (the “Employment Agreement”), by and between Xcel Brands, Inc., a Delaware corporation (the “Company”) and Robert W. D’Loren (the “Executive”, and together with the Company, the “parties”), is dated April 26, 2017 and effective as of April 1, 2017.

XCel Brands, Inc. – AMENDMENT No. 2 TO AMENDED & RESTATED EMPLOYMENT AGREEMENT (May 1st, 2017)

This Amendment No. 2 (the “Amendment”) to the Second Amended and Restated Employment Agreement dated as of October 1, 2014 (the “Employment Agreement”), as amended by Amendment No. 1 thereto dated as of June 30, 2015, by and between Xcel Brands, Inc., a Delaware corporation (the “Company”) and James Haran (the “Executive”, and together with the Company, the “parties”), is dated April 26, 2017 and effective as of April 1, 2017.

XCel Brands, Inc. – AMENDMENT NO. 1 AND WAIVER TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (March 1st, 2017)

THIS AMENDMENT NO. 1 AND WAIVER TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of February 24, 2017, by and among XCEL BRANDS, INC., a Delaware corporation (“Initial Borrower”), each other signatory hereto that is a Credit Party under the Loan Agreement (as hereinafter defined), BANK HAPOALIM B.M., as a Lender (“BHI”) and BHI as collateral and administrative agent for Lenders (in such capacity “Agent”).

XCel Brands, Inc. – CONSULTING AGREEMENT (February 10th, 2017)

This Consulting Agreement (“Agreement”) is made and entered into on January 31, 2017 (“Agreement Date”), by and among Jones Texas, Inc., a company with an address at (“Consultant”), and Xcel Brands, Inc., a Delaware corporation, or its assigns and successors (“Xcel” or the “Company”), (together, the “Parties”). This Agreement sets forth certain understandings and binding agreements between the Parties.

XCel Brands, Inc. – EMPLOYMENT AGREEMENT (January 26th, 2017)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of January 24, 2017, by and between Xcel Brands, Inc. a Delaware corporation (the “Company”), and Giuseppe Falco (the “Executive”), each a “Party” and collectively the “Parties.” This Agreement supersedes and replaces that certain Second Amended and Restated Employment Agreement dated as of October 1, 2014 by and between the Company and the Executive (the “Prior Agreement”). Unless otherwise indicated, capitalized terms used herein are defined in Section 2.1 of this Agreement.

XCel Brands, Inc. – Investor Presentation November 2016 I LOVE XCEL BRANDS (NASDAQ:XELB) (November 14th, 2016)

Safe Harbor Statement 2 Certain statements in this presentation, as well as certain oral statements made by management during the presentation, constitute “forward - looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 . These statements include, without limitation, statements expressed or implied regarding our plans and milestones, plans to fund our current activities, statements concerning our strategic relationships and activities, strategy, future operations and expansion, future financial position, future sales and revenues, projected costs, and market penetration . In some cases, forward - looking statements can be identified by terminology such as “may, “will”, “should”, “expects”, “seeks”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, “projects”, “continue”, “intends”, “could”, “opportunity”, or negative of such terms or other comparable terminology . These statements are based on our current ex

XCel Brands, Inc. – Investor Presentation September 29, 2016 I LOVE XCEL BRANDS (NASDAQ:XELB) (September 29th, 2016)

Safe Harbor Statement 2 Certain statements in this presentation, as well as certain oral statements made by management during the presentation, constitute “forward - looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 . These statements include, without limitation, statements expressed or implied regarding our plans and milestones, plans to fund our current activities, statements concerning our strategic relationships and activities, strategy, future operations and expansion, future financial position, future sales and revenues, projected costs, and market penetration . In some cases, forward - looking statements can be identified by terminology such as “may, “will”, “should”, “expects”, “seeks”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, “projects”, “continue”, “intends”, “could”, “opportunity”, or negative of such terms or other comparable terminology . These statements are based on our current ex

XCel Brands, Inc. – SUBORDINATED PROMISSORY NOTE (September 23rd, 2016)

This Note amends, restates and supersedes that certain promissory note issued on December 24, 2013 (the “Original Note”), which Original Note amended and restated that certain promissory note issued on September 29, 2011 pursuant to that certain Asset Purchase Agreement, dated as of May 19, 2011, as amended, by and among the Company and IM Brands, LLC (collectively the “Buyers”) and Holder (the “Purchase Agreement”), pursuant to which Buyers acquired certain assets and licensing operations of Holder (the “Business”) and constitutes the “Promissory Note” as defined in the Purchase Agreement.  This Note replaces the Original Note and evidences the absolute and unconditional obligation of the Company, subject only to the rights of off set as specified in Section 7 hereof.

XCel Brands, Inc. – AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AMONG BANK HAPOALIM, B.M. as Agent THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders XCEL BRANDS, INC., as Borrower and IM BRANDS, LLC, JR LICENSING, LLC, H LICENSING, LLC, C WONDER LICENSING, LLC, XCEL DESIGN GROUP, LLC, IMNY RETAIL MANAGEMENT, LLC, IMNY E-STORE, USA, LLC as Guarantors Dated: February 26, 2016 (March 3rd, 2016)

This Amended and Restated Loan and Security Agreement is made as of February 26, 2016 by and among XCEL BRANDS, INC., a Delaware corporation (“Initial Borrower” and together with each Person who hereafter becomes a Borrower, collectively, “Borrowers”), 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”) and BANK HAPOALIM B.M. (“BHI”) as collateral and administrative agent for Lenders (BHI in such capacity “Agent”).

XCel Brands, Inc. – Investor Presentation January 12 - 13, 2016 I LOVE XCEL BRANDS (NASDAQ:XELB) (January 11th, 2016)

Safe Harbor Statement 2 Certain statements in this presentation, as well as certain oral statements made by management during the presentation, constitute “forward - looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 . These statements include, without limitation, statements expressed or implied regarding our plans and milestones, plans to fund our current activities, statements concerning our strategic relationships and activities, strategy, future operations and expansion, future financial position, future sales and revenues, projected costs, and market penetration . In some cases, forward - looking statements can be identified by terminology such as “may, “will”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, “continue”, “intends”, “could”, or negative of such terms or other comparable terminology . These statements are based on our current expectations and assumptions and are n

XCel Brands, Inc. – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (December 17th, 2015)

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”) is made as of December 02, 2015, by and among XCEL BRANDS, INC. (the “Company”) and Isaac Mizrahi (“Executive”) (Company and Executive hereinafter are referred to collectively as the “Parties” and each individually as a “Party”, unless stated otherwise).

XCel Brands, Inc. – Body: Company Reports Third Quarter Non-GAAP Diluted EPS of $0.08 Third Quarter Revenue Increased 36% to $7.3 Million Company Closed Equity Offering of $16.1 Million, Net and Acquired the C Wonder Brand Company Entered Into Strategic Collaboration with Hudson's Bay Company and Lord & Taylor Company Launched H by Halston on QVC NEW YORK, Nov. 12, 2015 (GLOBE NEWSWIRE) -- Xcel Brands, Inc. (NASDAQ:XELB) ("Xcel" or the "Company"), a brand development and media company, today announced its financial results for the third quarter and first nine months ended September 30, 2015. "We are pleased to re (November 12th, 2015)

NEW YORK, Nov. 12, 2015 (GLOBE NEWSWIRE) -- Xcel Brands, Inc. (NASDAQ:XELB) ("Xcel" or the "Company"), a brand development and media company, today announced its financial results for the third quarter and first nine months ended September 30, 2015.

XCel Brands, Inc. – [______] Shares of Common Stock XCEL BRANDS, INC. UNDERWRITING AGREEMENT (July 17th, 2015)

Xcel Brands, Inc., a Delaware corporation (the “Company”), proposes to (i) issue and sell to Wunderlich Securities, Inc. (the “Underwriter”) [_________] shares (the “Firm Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”) and (ii) grant to the Underwriter an option to purchase from the Company up to [_________] additional shares of Common Stock to cover over-allotments (the “Option Shares”), if any. The Firm Shares and the Option Shares are collectively referred to herein as the “Shares.” The Underwriter proposes to make a public offering of the Firm Shares as soon as the Underwriter deems it advisable to do so after this Underwriting Agreement (the “Agreement”) has been executed and delivered.

XCel Brands, Inc. – ASSET PURCHASE AGREEMENT BY AND AMONG XCEL BRANDS, INC. C WONDER LICENSING, LLC, (July 17th, 2015)

This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of July 16, 2015, by and among Xcel Brands, Inc., a Delaware corporation (“Xcel”), C Wonder Licensing, LLC, a Delaware limited liability company and wholly owned subsidiary of Xcel (“CWL” and together with Xcel, the “Buyers”), Burch Acquisition, LLC, a Delaware limited liability company (the “Seller”), and, solely for the purposes of Sections 6.6, 7.9 and 12.1, J. Christopher Burch (“JC Burch”). The Seller and Buyers are referred to herein each individually as a “Party,” and collectively as the “Parties.”

XCel Brands, Inc. – VOTING AGREEMENT (July 17th, 2015)

THIS VOTING AGREEMENT (this “Agreement”), dated as of [ _______ ], 2015, is made by and between Xcel Brands, Inc., a Delaware corporation, and its successors and/or assigns (the “Company”) and Burch Acquisition, LLC, a Delaware limited liability company (the “Seller”).

XCel Brands, Inc. – AGREEMENT OF SUBLEASE (July 14th, 2015)

THIS AGREEMENT OF SUBLEASE (this "Sublease"), made and entered into as of the 8th day of July, 2015, by and between GBG USA INC., a Delaware corporation, with offices at 350 Fifth Avenue, New York, New York 10118 ("Sublandlord"), and XCEL BRANDS, INC., a Delaware corporation, with offices at 475 Tenth Avenue, 4th Floor, New York, New York 10018 ("Subtenant").

XCel Brands, Inc. – AMENDMENT TO LINE LETTER AGREEMENTS (July 1st, 2015)

THIS AMENDMENT TO LINE LETTER AGREEMENTS (this “Amendment”) is entered into as of June 25, 2015, by and among IM BRANDS, LLC, a Delaware limited liability company (“IM Brands”), JR LICENSING, LLC, a Delaware limited liability company (“JR Licensing”), H LICENSING, a Delaware limited liability company (“H Licensing”), XCEL BRANDS, INC., a Delaware corporation (“Guarantor”) and BANK HAPOALIM B.M. (“Bank”).

XCel Brands, Inc. – We consent to the inclusion in this Amendment to the Registration Statement on Form S-1 of our report dated March 31, 2015 on our audits of the consolidated financial statements of Xcel Brands, Inc. and Subsidiaries as of December 31, 2014 and 2013 and for the years then ended. We also consent to the reference to our firm under the caption “Experts.” (June 5th, 2015)
XCel Brands, Inc. – AMENDMENT NO. 2 TO LINE LETTER AGREEMENT (March 31st, 2015)

THIS AMENDMENT NO. 2 TO LINE LETTER AGREEMENT (this “Amendment”) is entered into as of February, 2015, 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”).

XCel Brands, Inc. – AMENDMENT NO. 3 TO LINE LETTER AGREEMENT (March 31st, 2015)

THIS AMENDMENT NO. 3 TO LINE LETTER AGREEMENT (this “Amendment”) is entered into as of February [__], 2015, 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”).

XCel Brands, Inc. – Investo r Presentation 03.09. 20 15 Cer t ain s t a t e m en t s i n t h i s presen t a t ion, as w ell as cer t ain oral s t a t e m e n t s made by m anag e ment dur i ng t he presen t a t ion, co ns t i t u t e “ f or w ard - lo o k i ng s t a t e m e n t s” w i t hin t he m eaning o f t he Uni t ed S t a t es Pr i v a t e Securi t i e s Li t i ga t ion R e f o r m Act o f 1995 . These s t a t e m en t s include, w i t hout l i m i t a t io n , s t a t e m en t s expres s ed o r i m plied r egarding our p l ans and miles t on e s, pla n s t o f und our current ac t i v i t i es, s t a t e m (March 10th, 2015)
XCel Brands, Inc. – PROMISSORY NOTE (December 24th, 2014)
XCel Brands, Inc. – VOTING AGREEMENT (December 24th, 2014)

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 Hilco Trading, LLC (the “Holder”).

XCel Brands, Inc. – AMENDMENT NO. 2 TO PROMISSORY NOTE, LINE LETTER AGREEMENT AND SECURITY AGREEMENTS (December 24th, 2014)

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”).

XCel Brands, Inc. – GUARANTY (December 24th, 2014)

Introductory Note. This Guaranty may be used for one or more Guarantors or with respect to one or more Debtors. If there is only one Guarantor or only one Debtor, then any reference herein to “the Guarantors”, “any Guarantor”, “each Guarantor” or the like, or to “the Debtors”, “any Debtor”, “each Debtor” or the like, shall be understood to refer to the Guarantor or to the Debtor, respectively. All capitalized terms in this Guaranty are defined in Section 19.

XCel Brands, Inc. – GUARANTY (December 24th, 2014)

Introductory Note. This Guaranty may be used for one or more Guarantors or with respect to one or more Debtors. If there is only one Guarantor or only one Debtor, then any reference herein to “the Guarantors”, “any Guarantor”, “each Guarantor” or the like, or to “the Debtors”, “any Debtor”, “each Debtor” or the like, shall be understood to refer to the Guarantor or to the Debtor, respectively. All capitalized terms in this Guaranty are defined in Section 19.