Houston Operating Co Sample Contracts

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ARTICLE 1.
Security Agreement • November 2nd, 2005 • Netfabric Holdings, Inc • Services-business services, nec • New Jersey
Recitals:
Termination Agreement • November 2nd, 2005 • Netfabric Holdings, Inc • Services-business services, nec
May 26, 2005
Letter Agreement • May 26th, 2005 • Netfabric Holdings, Inc • Services-business services, nec

This letter agreement is being entered into in connection with the Share Exchange Agreement, dated as of May 20, 2005, by and among NetFabric Holdings, Inc. ("NetFabric"), a Delaware corporation, UCA Services, Inc. ("Services"), a New Jersey corporation, and all of the shareholders of Services identified thereto (the "Share Exchange Agreement"). This letter agreement shall constitute a part of the Share Exchange Agreement. In conjunction with the Share Exchange Agreement, NetFabric and Services have come to the following agreement with respect to the appointment of Directors to the Board of Directors of NetFabric: (i) Fahad Syed, as the Managing Director of Services, will be appointed to the Board of Directors of NetFabric; (ii) Faisal Syed, Mohd Asif and Fahad Syed, the former shareholders of Services (the "Selling Services Shareholders"), shall have the right to appoint one (1) member of the Board of Directors of NetFabric; (iii) NetFabric shall have the right to appoint three (3) me

ARTICLE I DEFINITIONS, DISCLOSURE SCHEDULE --------------------------------
Share Exchange Agreement • December 15th, 2004 • Houston Operating Co • Services-business services, nec • New York
ARTICLE I CONTRACT RATE
Netfabric Holdings, Inc • February 16th, 2006 • Services-business services, nec
NETFABRIC HOLDINGS, INC. PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • July 12th, 2005 • Netfabric Holdings, Inc • Services-business services, nec • New Jersey
AMENDED STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 6th, 1999 • Houston Operating Co • Texas
BACKGROUND
Escrow Agreement • November 2nd, 2005 • Netfabric Holdings, Inc • Services-business services, nec • New Jersey
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RECITALS: --------
Pledge and Escrow Agreement • July 25th, 2005 • Netfabric Holdings, Inc • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 5th, 2011 • XCel Brands, Inc. • Services-business services, nec

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

WITNESSETH
Securities Purchase Agreement • November 2nd, 2005 • Netfabric Holdings, Inc • Services-business services, nec • New Jersey
XCEL BRANDS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of ________, 20__ Debt Securities
XCel Brands, Inc. • January 26th, 2024 • Patent owners & lessors • New York
EXHIBIT 2.1 SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • May 26th, 2005 • Netfabric Holdings, Inc • Services-business services, nec • New York
AGREEMENT
Security Agreement • February 16th, 2006 • Netfabric Holdings, Inc • Services-business services, nec • New York
CREDIT AGREEMENT among IM BRANDS, LLC, as Borrower, The Several Lenders from Time to Time Parties Hereto, and MIDMARKET CAPITAL PARTNERS, LLC, as Administrative Agent Dated as of September 29, 2011
Credit Agreement • October 5th, 2011 • XCel Brands, Inc. • Services-business services, nec • New York

WHEREAS, XCel Brands, Inc. and the Borrower entered into that certain Asset Purchase Agreement, dated as of May 19, 2011, as amended by First Amendment to Asset Purchase Agreement dated July 28, 2011, the Second Amendment to Asset Purchase dated as of September 15, 2011, Third Amendment to Asset Purchase Agreement dated as of September 21, 2011 and Fourth Amendment to Asset Purchase Agreement dated as of September 29, 2011 (the “Acquisition Agreement”), by and among IM Ready-Made, LLC as seller (the “Seller”), Isaac Mizrahi, an individual, Marisa Gardini, and individual, the Parent and the Borrower, pursuant to which the Borrower is acquiring (the “Acquisition”) certain assets of the Seller including its trademarks, copyrights, license agreements, and certain other intellectual property and the Parent is acquiring certain fixed assets of, assuming certain liabilities of, and intends to employ certain employees of the Seller as provided for in the Acquisition Agreement ;

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 19th, 2011 • Netfabric Holdings, Inc • Services-business services, nec • New York

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of December 30, 2010, among NetFabric Holdings, Inc., a Delaware corporation (the “Company”), the stockholders of the Company identified on Schedule A attached hereto (the “Sellers”), and the purchasers of such shares identified on Schedule B attached hereto (the “Purchasers”).

Exhibit 10.7 ------------
Lease Agreement • December 15th, 2004 • Houston Operating Co • Services-business services, nec
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