0001104659-26-044940 Sample Contracts
SENIOR SECURED NOTE DUE APRIL 13, 2027Convertible Security Agreement • April 17th, 2026 • XCel Brands, Inc. • Patent owners & lessors • New York
THIS SENIOR SECURED NOTE is one of a series of duly authorized and validly issued Senior Secured Notes of Xcel Brands, Inc., a Delaware corporation (the “Company”), having its principal place of business at 550 Seventh Avenue, 11th Floor, New York, NY 10018, designated as its Senior Secured Note due on the Maturity Date (defined below) (the “Note” and, collectively with the other notes issued pursuant to the Purchase Agreement (as defined below), the “Notes”). The Notes have been issued with a 13.5% original issue discount.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • April 17th, 2026 • XCel Brands, Inc. • Patent owners & lessors • Delaware
This Intellectual Property Security Agreement (this “IP Security Agreement”) dated as of April 13, 2026, is made and entered into by and among the entities signatory hereto (collectively, the “Grantors” and each, individually, a “Grantor”), and Smithline Family Trust II, as collateral agent (the “Collateral Agent”) on behalf of the holders from time to time of the 12.5% Senior Secured Notes due April 13, 2027 in aggregate principal amount of up to $3,005,780.35 (the “Notes”) issued by of Xcel Brands, Inc., a Delaware corporation (the “Company”) pursuant to the Securities Purchase Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 17th, 2026 • XCel Brands, Inc. • Patent owners & lessors • New York
This Securities Purchase Agreement is dated as April 13, 2026 (this “Agreement”), among Xcel Brands, Inc, a Delaware corporation whose principal place of business is located at 550 Seventh Avenue, 11th Floor, New York, NY 10018 (the “Company”), Quick Capital, LLC, a Wyoming limited liability company (“Quick Capital”), Clear Markets Capital, LLC (d/b/a IPX Capital, LLC), a Delaware limited liability company (“IPX”) and each other Purchaser identified on a signature page hereto (together with Quick Capital and IPX, including each Purchaser’s successors and assigns, collectively the “Purchasers”, and each a “Purchaser”).
SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 17th, 2026 • XCel Brands, Inc. • Patent owners & lessors • New York
This SEVENTH AMENDMENT TO LOAN AND SECURITY Agreement, dated as of April 13, 2026 (this “Amendment”), by and among Xcel Brands, Inc., a Delaware corporation (the “Borrower”), the other Credit Parties party hereto, CLEAR MARKETS CAPITAL, LLC (DBA IPX CAPITAL, LLC), a Delaware limited liability company (“IPX”), UTG CAPITAL INC., a Delaware corporation (“UTG”; IPX and UTG are referred to herein collectively as the “Lenders”), and FEAC Agent, LLC, a Delaware limited liability company, as administrative agent and collateral agent for the Lenders (in such capacities, together with its successors and assigns in such capacities, the “Agent”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Loan and Security Agreement.
TERM LOAN B NOTETerm Loan Note • April 17th, 2026 • XCel Brands, Inc. • Patent owners & lessors
This Term Loan B Note (this “Note”) is executed and delivered under and pursuant to the terms of that certain Loan and Security Agreement dated as of December 12, 2024 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”) by and among UTG Capital INC. (“Lender”), XCEL BRANDS, INC. (“Borrower”), and any other Credit Party executing or becoming a party to the Loan Agreement, the financial institutions party thereto as Lenders, and FEAC Agent, LLC, as administrative agent and collateral agent for Lenders. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.
SECURITY AGREEMENTSecurity Agreement • April 17th, 2026 • XCel Brands, Inc. • Patent owners & lessors
SECURITY AGREEMENT, dated as of April 13, 2026 (this “Agreement”), among Xcel Brands, Inc., a Delaware corporation (the “Company”), and JR Licensing, LLC, a Delaware limited liability company, H Licensing, LLC, a Delaware limited liability company, H Halston IP, LLC, a Delaware limited liability company, C Wonder Licensing, LLC, a Delaware limited liability company, Xcel Design Group, LLC, a Delaware limited liability company, Halston Holding Company, LLC, a Delaware limited liability company, and Xcel IP Holdings, LLC, a Delaware limited liability company (collectively the “Guarantors” and, together with the Company, collectively, the “Debtors” and each individually a “Debtor”), the Purchasers (as defined below) party hereto (individually referred to as, the “Secured Party” and collectively referred to as, the “Secured Parties”), and Smithline Family Trust II, a New York trust, as collateral agent for the Secured Parties (the “Collateral Agent”).
TERM LOAN A NOTETerm Loan Note • April 17th, 2026 • XCel Brands, Inc. • Patent owners & lessors
This Term Loan A Note (this “Note”) is executed and delivered under and pursuant to the terms of that certain Loan and Security Agreement dated as of December 12, 2024 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”) by and among CLEAR MARKETS CAPITAL, LLC (d/b/a IPX Capital, LLC) (“Lender”), XCEL BRANDS, INC. (“Borrower”), and any other Credit Party executing or becoming a party to the Loan Agreement, the financial institutions party thereto as Lenders, and FEAC Agent, LLC, as administrative agent and collateral agent for Lenders. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.