Third Amendment to Membership Interest Purchase AgreementMembership Interest Purchase Agreement • April 19th, 2024 • XCel Brands, Inc. • Patent owners & lessors
This Third Amendment to Membership Interest Purchase Agreement (this “Third Amendment”) is made and entered into as of this __ day of April, 2024, by and among IMWHP, LLC, a Delaware limited liability company (“Buyer”), XCEL BRANDS, INC., a Delaware corporation (“Xcel”), IM BRANDS, LLC, a Delaware limited liability company (“IMB” and, together with Xcel, “Seller”), and IM TOPCO, LLC, a Delaware limited liability company (the “Company”). Buyer, Seller and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Term Loan Agreement(SOFR)Term Loan Agreement • April 19th, 2024 • XCel Brands, Inc. • Patent owners & lessors • New York
THIS TERM LOAN AGREEMENT (including all riders, annexes, exhibits and schedules hereto, this “Agreement”) is entered into as of October 19, 2023 (the “Closing Date”), by and between H HALSTON IP, LLC, a Delaware limited liability company (“Borrower”), and ISRAEL DISCOUNT BANK OF NEW YORK (“Bank”).
Second Amendment to Membership Interest Purchase AgreementMembership Interest Purchase Agreement • April 19th, 2024 • XCel Brands, Inc. • Patent owners & lessors
This Second Amendment to Membership Interest Purchase Agreement (this "Second Amendment") is made and entered into as of this 19th day of November, 2023, by and among IMWHP, LLC, a Delaware limited liability company ("Buyer'), XCEL BRANDS, INC., a Delaware corporation ("Xcel"), IM BRANDS LLC, a Delaware limited liability company ("IMB" and, together with Xcel "Seller") and IM TOPCO LLC, a Delaware limited liability company (the "Company"). Buyer, Seller and the Company are sometimes referred to .herein individually as a “Party” and collectively as the "Parties".
COMMON STOCK PURCHASE WARRANT XCEL BRANDS, Inc.XCel Brands, Inc. • April 19th, 2024 • Patent owners & lessors
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 vesting and on or prior to the close of business on May 15 2033 (the “Termination Date”) but not thereafter, to subscribe for and purchase from XCel Brands, Inc., a Delaware corporation (the “Company”), up to One Million (1,000,000) 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). This Warrant has been issued pursuant to that certain licenses agreement effective as of May 15, 2023, by and among the H Halston, LLC and H Heritage Licensing, LLC, subsidiaries of the Company, as licensor, and G-III Leather Fashions, Inc. and G-III Apparel Group, LLC (the “License Agreement”).
