0001144204-11-056582 Sample Contracts

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”).

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EMPLOYMENT AGREEMENT
Employment Agreement • October 5th, 2011 • XCel Brands, Inc. • Services-business services, nec • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 1st day of August, 2011, by and between Xcel Brands, Inc. a Delaware corporation (the “Company”), and Giuseppe Falco (the “Executive”), each a “Party” and collectively the “Parties.” Unless otherwise indicated, capitalized terms used herein are defined in Section 2.1.

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 ;

COMMON STOCK PURCHASE WARRANT XCEL BRANDS, INC.
XCel Brands, Inc. • October 5th, 2011 • Services-business services, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from XCel Brands, Inc., a Delaware corporation (the “Company”), up to _____________ 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).

EMPLOYMENT AGREEMENT
Employment Agreement • October 5th, 2011 • XCel Brands, Inc. • Services-business services, nec • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of May 19, 2011 by and between Xcel Brands, Inc. a Delaware corporation (the “Company”), and Isaac Mizrahi (the “Executive”), each a “Party” and collectively the “Parties.” Unless otherwise indicated, capitalized terms used herein are defined in Section 2.1.

VOTING AGREEMENT
Voting Agreement • October 5th, 2011 • XCel Brands, Inc. • Services-business services, nec • Delaware

THIS VOTING AGREEMENT (this “Agreement”), dated as of September 29, 2011, is made by and among XCel Brands, Inc., a Delaware corporation, and its successors and/or assigns (the “Company”) and IM Ready-Made, LLC, a New York limited liability company (the “Seller”).

ASSIGNMENT AND ASSUMPTION, LANDLORD CONSENT
Assignment and Assumption, Landlord Consent     agreement • October 5th, 2011 • XCel Brands, Inc. • Services-business services, nec • New York

AGREEMENT (this “Agreement”), dated as of September 27, 2011, among Adler Holdings III, LLC, having its principal office c/o The Adler Group, Inc., at 654 Madison Avenue, New York NY 10065 (hereinafter referred to as “Landlord”), IM Ready-Made, LLC, a Delaware corporation, having an address at 475 Tenth Avenue, New York NY 10065 (hereinafter referred to as “Assignor”), and XCel Brands, Inc., a Delaware corporation, having an address at 475 Tenth Avenue, New York NY 10065 (hereinafter referred to as “Assignee”).

CONTRIBUTION AGREEMENT
Contribution Agreement • October 5th, 2011 • XCel Brands, Inc. • Services-business services, nec • New York

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is dated as of August 16, 2011 (the “Execution Date”), by and among EARTHBOUND LLC, a Delaware limited liability and its affiliated entities, including without limitation IM LICENSING LLC (“Earthbound”), IM READY-MADE, LLC’s a New York limited liability company ("IM") and XCEL BRANDS, INC., a Delaware corporation (“XCel”). For the purposes of this Agreement, Earthbound, XCel and IM shall each be referred to as a “Party” and collectively referred to as the “Parties”.

SUBORDINATION AGREEMENT
Subordination Agreement • October 5th, 2011 • XCel Brands, Inc. • Services-business services, nec • New York

THIS SUBORDINATION AGREEMENT is dated as of September 29, 2011 (this “Agreement”), among MIDMARKET CAPITAL PARTNERS, LLC, a Delaware limited liability company, as administrative agent under the Credit Agreement (as defined below) (the “Agent”), IM READY-MADE, LLC, a New York limited liability company (the “Holder”), XCEL BRANDS, INC., a Delaware corporation (“XCel”) and IM BRANDS, LLC, a Delaware limited liability company (“IMB” and collectively with XCel, the “Buyers”).

RIGHTS AGREEMENT
Rights Agreement • October 5th, 2011 • XCel Brands, Inc. • Services-business services, nec • New York

THIS RIGHTS AGREEMENT (this "Agreement"), dated as of September 29, 2011 is among XCEL BRANDS, INC. (f/k/a NetFabric Holdings, Inc., a Delaware corporation (the "Company"), GREAT AMERICAN LIFE INSURANCE COMPANY, an Ohio corporation ("GALIC"), and GREAT AMERICAN INSURANCE COMPANY, an Ohio corporation (collectively with GALIC, the "Investors").

FIRST AMENDMENT TO LICENSING AGENT AGREEMENT
Licensing Agent Agreement • October 5th, 2011 • XCel Brands, Inc. • Services-business services, nec

THIS FIRST AMENDMENT TO LICENSING AGENT AGREEMENT ("Amendment"), dated and effective as of October 04, 2011, is by and among XCel Brands, Inc., a Delaware corporation and its affiliated entities, including, without limitation, IM Brands, LLC (the “Company") and Todd Slater (“TS”), and amends the Agreement dated August 12, 2011 by and between the Company and TS, which together with this Amendment shall hereinafter be collectively referred to as the "Agreement". Any capitalized terms which are not defined herein shall have the definition set forth in the Agreement.

SECOND AMENDED AND RESTATED AGREEMENT AND CONSENT TO ASSIGNMENT
And Restated Agreement • October 5th, 2011 • XCel Brands, Inc. • Services-business services, nec • Pennsylvania

THIS SECOND AMENDED AND RESTATED AGREEMENT AND CONSENT TO ASSIGNMENT (this “Agreement”) is made as of September 28, 2011, by and among QVC, Inc. (“QVC”), a Delaware corporation, on the one hand, and IM Brands, LLC (“Company”), a Delaware limited liability company, IM Ready Made, LLC (“Assignor”), a New York limited liability company, XCel Brands, Inc. (“XCel”), a Delaware corporation, and Isaac Mizrahi (“Mizrahi”), an adult individual, on the other hand. (QVC, Company, Assignor, XCel and Mizrahi hereinafter are referred to collectively as the “Parties” and each individually as a “Party”, unless stated otherwise).

NON-QUALIFIED STOCK OPTION AGREEMENT XCEL BRANDS, INC.
Non-Qualified Stock Option Agreement • October 5th, 2011 • XCel Brands, Inc. • Services-business services, nec • Delaware

AGREEMENT made as of the _____day of ____ 2011 (the "Grant Date") between XCel Brands, Inc. (the "Company"), a Delaware corporation, having a principal place of business in New York, New York and _________ (the "Grantee") residing at ___________________.

Contract
XCel Brands, Inc. • October 5th, 2011 • Services-business services, nec • Delaware

THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") IN RELIANCE UPON THE EXEMPTIONS CONTAINED IN THE ACT. THIS WARRANT AND ANY SHARES ISSUED UPON EXERCISE OF THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (i) REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS; (ii) PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES); OR (iii) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • October 5th, 2011 • XCel Brands, Inc. • Services-business services, nec • New York

This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 19, 2011, by and among XCel Brands, Inc., a Delaware corporation (“XCel”), IM Brands, LLC, a Delaware limited liability company (“IMB” and, together with XCel, the “Buyers”), IM Ready-Made, LLC, a New York limited liability company (“IM” or “Seller”), solely as to Sections 2.5, 7.3 and 7.15, Isaac Mizrahi, an individual (“Mizrahi”), and, solely as to Sections 7.3 and 7.15, Marisa Gardini, an individual (“MG” and together with Mizrahi, the “Individuals”). The Seller and Buyers are referred to herein each individually as a “Party,” and collectively as the “Parties”.

August 12, 2011 Mr. Todd Slater
XCel Brands, Inc. • October 5th, 2011 • Services-business services, nec • New York
AMENDMENT TO CONTRIBUTION AGREEMENT
Contribution Agreement • October 5th, 2011 • XCel Brands, Inc. • Services-business services, nec

THIS AMENDMENT TO CONTRIBUTION AGREEMENT ("Amendment"), dated and effective as of September 20, 2011, is by and among Earthbound LLC, a Delaware limited liability company and its affiliated entities, including, without limitation, IM Licensing LLC ("Earthbound"), IM Ready-Made LLC, a New York limited liability company ("IM") and XCel Brands, Inc., a Delaware corporation ("XCel"), and amends the Contribution Agreement dated August 16, 2011, which together with this Amendment shall hereinafter be collectively referred to as the "Agreement". Any capitalized terms which are not defined herein shall have the definition set forth in the Agreement.

RELEASE AND TRANSITION SERVICES AGREEMENT
Release and Transition Services Agreement • October 5th, 2011 • XCel Brands, Inc. • Services-business services, nec • New York

THIS RELEASE AND TRANSITION SERVICES AGREEMENT (this “Agreement”) is dated as of August 16, 2011 (the “Execution Date”), by and among EARTHBOUND LLC, a Delaware limited liability and its affiliated entities, including without limitation IM LICENSING LLC (collectively, “Earthbound”), XCEL BRANDS, INC., a Delaware corporation (“XCel”) and IM READY-MADE, LLC, a New York limited liability company (“IM”). For the purposes of this Agreement, Earthbound, XCel and IM shall each be referred to as a “Party” and collectively referred to as the “Parties”.

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION among NETFABRIC HOLDINGS, INC., NETFABRIC ACQUISITION CORP. and XCEL BRANDS, INC. September 29, 2011
Agreement of Merger and Plan of Reorganization • October 5th, 2011 • XCel Brands, Inc. • Services-business services, nec • Delaware

Page 1. The Merger. 2 1.1 Merger 2 1.2 Effective Time 2 1.3 Certificate of Incorporation, By-laws, Directors and Officers. 2 1.4 Effect of the Merger 2 1.5 Manner and Basis of Converting Shares. 2 1.6 Surrender and Exchange of Certificates 3 1.7 Parent Common Stock 3 1.8 Additional Consideration 3 1.9 Escrow 3 1.10 Operation of Surviving Corporation 3 2. Representations and Warranties of the Company. 4 2.1 Organization, Standing, Subsidiaries, Etc. 4 2.2 Qualification 4 2.3 Capitalization of the Company 4 2.4 Company Stockholders 4 2.5 Corporate Acts and Proceedings 4 2.6 Binding Obligations 5 2.7 Form 8-K and Financial Statements 5 2.8 Private Placement 5 3. Representations and Warranties of Parent and Acquisition Corp. 5 3.1 Organization, Standing, Subsidiaries, Etc 5 3.2 Corporate Authority 5 3.3 Broker’s and Finder’s Fees 5 3.4 Capitalization of Parent 6 3.5 Acquisition Corp 6 3.6 Validity of Shares 6 3.7 SEC Reporting and Compliance 6 3.8 Financial Statements 7 3.9 Governmental Co

Contract
XCel Brands, Inc. • October 5th, 2011 • Services-business services, nec • Delaware

THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") IN RELIANCE UPON THE EXEMPTIONS CONTAINED IN THE ACT. THIS WARRANT AND ANY SHARES ISSUED UPON EXERCISE OF THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (i) REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS; (ii) PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES); OR (iii) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

LOCKUP AGREEMENT
Lockup Agreement • October 5th, 2011 • XCel Brands, Inc. • Services-business services, nec • New York

THIS LOCKUP AGREEMENT (the “Agreement”) is made as of September 29, 2011 by IM Ready-Made LLC, a New York limited liability company (“Holder”) in connection with the ownership of shares of NetFabric Holdings, Inc., a Delaware corporation (the “Company”). Capital terms used and not otherwise defined herein shall have the respective meanings set forth in the Asset Purchase Agreement by and among Xcel Brands, Inc., IM Brands LLC, and IM Ready-Made LLC, dated as of May 19, 2011 as amended, and its attachments thereto (the “Purchase Agreement”).

GUARANTEE AND COLLATERAL AGREEMENT made by IM BRANDS, LLC And XCEL BRANDS, INC. in favor of MIDMARKET CAPITAL PARTNERS, LLC as Administrative Agent Dated as of September 29, 2011
Guarantee and Collateral Agreement • October 5th, 2011 • XCel Brands, Inc. • Services-business services, nec • New York

GUARANTEE AND COLLATERAL AGREEMENT, dated as of September 29, 2011, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of MIDMARKET CAPITAL PARTNERS, LLC, as Administrative Agent (in such capacity, the “Administrative Agent”) for the several banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement, dated as of September 29, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among IM BRANDS, LLC, a Delaware limited liability company (the “Borrower”), the Lenders and the Administrative Agent.

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LOCKUP AGREEMENT
Lockup Agreement • October 5th, 2011 • XCel Brands, Inc. • Services-business services, nec • New York

THIS LOCKUP AGREEMENT (the “Agreement”) is made as of the 29th day of September, 2011, by _____________ (“Holder”) in connection with the ownership of shares of NetFabric Holdings, Inc., a Delaware corporation (the “Company”). Capital terms used and not otherwise defined herein shall have the respective meanings set forth in the Asset Purchase Agreement by and among Xcel Brands, Inc., IM Brands LLC, and IM Ready-Made LLC, dated as of May 19, 2011 as amended, and its attachments thereto (the “Purchase Agreement”).

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