COMPENSATION AND OTHER FEES. As compensation for the services provided by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company agrees to pay to ▇▇▇▇▇ the fees set forth below with respect to the Placement: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ * ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ * (▇▇▇) ▇▇▇-▇▇▇▇ * (▇▇▇) ▇▇▇-▇▇▇▇ * fax (▇▇▇) ▇▇▇-▇▇▇▇ * ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ Xcel Brands, Inc. June [-], 2025 (i) A cash fee (“Cash Fee”) payable immediately upon the closing of the Placement: (i) equal to 8.0% of the gross proceeds to us from the sale of the Securities in the offering with respect to gross proceeds of the offering up to $5,000,000, (ii) equal to 7.0% of the gross proceeds to us from the sale of the Securities in the offering with respect to gross proceeds of the offering in excess of $5,000,000 but less than $10,000,000, (iii) equal to six percent (6.0%) of the gross proceeds to us from the sale of the Securities in the offering with respect to gross proceeds of the offering equal to or greater than $10,000,000. Notwithstanding the foregoing, the Cash Fee with respect to certain investors identified by the Company as listed on Schedule I attached hereto (the “Company Identified Investors”), any member of management or a director of the Company (“Insiders”), or Hilco Global or UTG Capital, Inc (“UTG”) shall be five percent (5.0%). (ii) Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees, in case of a Closing of the Placement, to reimburse the Lead Manager for all reasonable and documented out-of-pocket expenses incurred, including the reasonable fees, costs and disbursements of its legal counsel, in an amount not to exceed an aggregate of $100,000; provided, however, that if the Placement is terminated, then such reimbursement shall not exceed an aggregate of $35,000. The Company will reimburse Lead Manager directly upon the Closing of the Placement from the gross proceeds raised in the Placement. (iii) Warrants (“Placement Agent Warrants”) to purchase: (i) 4.0% of the aggregate number of shares of common stock and/or Pre-Funded Warrants sold in this offering with respect to gross proceeds of the offering up to $5,000,000; (ii) 3.0% of the aggregate number of shares of common stock and/or Pre-Funded Warrants sold in this offering with respect to gross proceeds of the offering in excess of $5,000,000 but less than $10,000,000 and (iii) 0% with respect to gross proceeds equal to or in excess of $10,000,000.. Such placement agent warrants will be non-exercisable for six (6) months after the Closing Date and will expire five years after the commencement of sales of the offering. Notwithstanding the foregoing, the number of Placement Agent Warrants issued with respect to Company Identified Investors shall be two and one-half percent (2.5%), and no Placement Agent Warrants shall be issued in respect to any participation from Insiders of the Company and UTG.
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COMPENSATION AND OTHER FEES. As compensation for the services provided by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇hereunder, the Company agrees to pay to ▇▇▇▇▇ the ▇▇:
(A) The fees set forth below with respect to the Placement: :
1. A cash fee payable immediately upon (but only in the event of) the closing of the Placement and equal to 3% of the aggregate gross proceeds raised in the Placement; provided, however, that such fee shall be reduced to 1% with respect to any portion of such aggregate gross proceeds received from investors identified by the Company.
2. Additionally, a cash fee payable within 48 hours after (but only in the event of) the receipt by the Company of any proceeds from the exercise of the Warrants sold in the Placement to Purchasers and otherwise in compliance with Financial Industry ▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, LLC o 1251 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ * ▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ * Regulatory Authority (“FINRA”) Rule 5110 equal to 3% of the aggregate cash exercise price received by the Company upon such exercise, if any (the “Warrant Solicitation Fee”); provided, however, that such fee shall be reduced to 1% with respect to any portion of such aggregate cash exercise price received from investors identified by the Company; and provided further that the Warrant Solicitation Fee shall be reduced (before any reduction to the expense reimbursement to ▇▇▇) ▇▇▇-▇▇▇▇ * in Section B below) to the extent (▇▇▇and only to the extent) ▇▇▇-▇▇▇▇ * fax (▇▇▇) ▇▇▇-▇▇▇▇ * ▇▇▇.that ▇▇▇▇▇▇▇▇.▇▇’▇ Xcel Brandsaggregate compensation for the Placement, Inc. June [-]as determined under FINRA Rule 5110, 2025
(i) A cash fee (“Cash Fee”) payable immediately upon the closing would otherwise exceed 8%. Such determination of the Placement: (i) equal to 8.0% actual Warrant Solicitation Fee shall be made promptly following completion of the gross proceeds Placement and communicated in writing to us from the sale of the Securities in the offering with respect to gross proceeds of the offering up to $5,000,000, (ii) equal to 7.0% of the gross proceeds to us from the sale of the Securities in the offering with respect to gross proceeds of the offering in excess of $5,000,000 but less than $10,000,000, (iii) equal to six percent (6.0%) of the gross proceeds to us from the sale of the Securities in the offering with respect to gross proceeds of the offering equal to or greater than $10,000,000. Notwithstanding the foregoing, the Cash Fee with respect to certain investors identified by the Company as listed on Schedule I attached hereto (the “Company Identified Investors”), any member of management or a director of the Company (“Insiders”), or Hilco Global or UTG Capital, Inc (“UTG”) shall be five percent (5.0%)Company.
(iiB) Subject to compliance with FINRA Rule 5110(f)(2)(D), the The Company also agrees, in case of a Closing of the Placement, agrees to reimburse the Lead Manager for all ▇▇▇▇▇▇’▇ reasonable travel and documented other out-of-pocket expenses incurredexpenses, including the reasonable fees, costs fees and disbursements expenses of its legal ▇▇▇▇▇▇’▇ counsel, incurred by ▇▇▇▇▇▇ in an amount not connection with its engagement hereunder (with supporting invoices/receipts in reasonable detail) up to exceed an aggregate the lesser of $100,000; provided, however, that if the Placement is terminated, then such reimbursement shall not exceed an aggregate of $35,000. The Company will reimburse Lead Manager directly upon the Closing 35,000 or 0.5% of the Placement from the aggregate gross proceeds raised in the Placement.
. Such reimbursement shall be payable immediately upon (iiibut only in the event of) Warrants (“Placement Agent Warrants”) to purchase: (i) 4.0% the closing of the aggregate number of shares of common stock and/or Pre-Funded Warrants sold in this offering with respect to gross proceeds of the offering up to $5,000,000; (ii) 3.0% of the aggregate number of shares of common stock and/or Pre-Funded Warrants sold in this offering with respect to gross proceeds of the offering in excess of $5,000,000 but less than $10,000,000 and (iii) 0% with respect to gross proceeds equal to or in excess of $10,000,000.. Such placement agent warrants will be non-exercisable for six (6) months after the Closing Date and will expire five years after the commencement of sales of the offering. Notwithstanding the foregoing, the number of Placement Agent Warrants issued with respect to Company Identified Investors shall be two and one-half percent (2.5%), and no Placement Agent Warrants shall be issued in respect to any participation from Insiders of the Company and UTG. Placement.
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COMPENSATION AND OTHER FEES. As compensation for the services provided by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company agrees to pay to ▇▇▇▇▇ the fees set forth below with respect to the Placement: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ * ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ * (▇▇▇) ▇▇▇-▇▇▇▇ * (▇▇▇) ▇▇▇-▇▇▇▇ * fax (▇▇▇) ▇▇▇-▇▇▇▇ * ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ Xcel Brands, Inc. June July [-], 2025
(i) A cash fee (“Cash Fee”) payable immediately upon the closing of the Placement: (i) equal to 8.0% of the gross proceeds to us from the sale of the Securities in the offering with respect to gross proceeds of the offering up to $5,000,000, (ii) equal to 7.0% of the gross proceeds to us from the sale of the Securities in the offering with respect to gross proceeds of the offering in excess of $5,000,000 but less than $10,000,000, (iii) equal to six percent (6.0%) of the gross proceeds to us from the sale of the Securities in the offering with respect to gross proceeds of the offering equal to or greater than $10,000,000. Notwithstanding the foregoing, the Cash Fee with respect to certain investors identified by the Company as listed on Schedule I attached hereto (the “Company Identified Investors”), any member of management or a director of the Company (“Insiders”), or Hilco Global or UTG Capital, Inc (“UTG”) shall be five percent (5.0%).
(ii) Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees, in case of a Closing of the Placement, to reimburse the Lead Manager for all reasonable and documented out-of-pocket expenses incurred, including the reasonable fees, costs and disbursements of its legal counsel, in an amount not to exceed an aggregate of $100,000; provided, however, that if the Placement is terminated, then such reimbursement shall not exceed an aggregate of $35,000. The Company will reimburse Lead Manager directly upon the Closing of the Placement from the gross proceeds raised in the Placement.
(iii) Warrants (“Placement Agent Warrants”) to purchase: (i) 4.0% of the aggregate number of shares of common stock and/or Pre-Funded Warrants sold in this offering with respect to gross proceeds of the offering up to $5,000,000; (ii) 3.0% of the aggregate number of shares of common stock and/or Pre-Funded Warrants sold in this offering with respect to gross proceeds of the offering in excess of $5,000,000 but less than $10,000,000 and (iii) 0% with respect to gross proceeds equal to or in excess of $10,000,000.. Such placement agent warrants will be non-exercisable for six (6) months after the Closing Date and will expire five years after the commencement of sales of the offering. Notwithstanding the foregoing, the number of Placement Agent Warrants issued with respect to Company Identified Investors shall be two and one-half percent (2.5%), and no Placement Agent Warrants shall be issued in respect to any participation from Insiders of the Company and UTG.
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COMPENSATION AND OTHER FEES. As compensation for the services provided by ▇M▇▇▇▇ ▇▇▇▇▇▇▇▇▇, the Company agrees to pay to ▇M▇▇▇▇ the fees set forth below with respect to the Placement: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ * ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ * (▇▇▇) ▇▇▇-▇▇▇▇ * (▇▇▇) ▇▇▇-▇▇▇▇ * fax (▇▇▇) ▇▇▇-▇▇▇▇ * ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ Xcel Brands, Inc. June [-], 2025:
(i) A cash fee (“Cash Fee”) payable immediately upon the closing of the Placement: (i) equal to 8.0% of the gross proceeds to us from the sale of the Securities in the offering with respect to gross proceeds of the offering up to $5,000,000, (ii) equal to 7.0% of the gross proceeds to us from the sale of the Securities in the offering with respect to gross proceeds of the offering in excess of $5,000,000 but less than $10,000,000, (iii) equal to six percent (6.0%) of the gross proceeds to us from the sale of the Securities in the offering with respect to gross proceeds of the offering equal to or greater than $10,000,000. Notwithstanding the foregoing, the Cash Fee with respect to certain investors identified by the Company as listed on Schedule I attached hereto (the “Company Identified Investors”), any member of management or a director of the Company (“Insiders”), or Hilco Global or UTG Capital, Inc (“UTG”) shall be five percent (5.0%).
(ii) Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees, in case of a Closing of the Placement, to reimburse the Lead Manager for all reasonable and documented out-of-pocket expenses incurred, including the reasonable fees, costs and disbursements of its legal counsel, in an amount not to exceed an aggregate of $100,000; provided, however, that if the Placement is terminated, then such reimbursement shall not exceed an aggregate of $35,000. The Company will reimburse Lead Manager directly upon the Closing of the Placement from the gross proceeds raised in the Placement.
(iii) Warrants (“Placement Agent Warrants”) to purchase: (i) 4.0% of the aggregate number of shares of common stock and/or Pre-Funded Warrants sold in this offering with respect to gross proceeds of the offering up to $5,000,000; (ii) 3.0% of the aggregate number of shares of common stock and/or Pre-Funded Warrants sold in this offering with respect to gross proceeds of the offering in excess of $5,000,000 but less than $10,000,000 and (iii) 0% with respect to gross proceeds equal to or in excess of $10,000,000.. Such placement agent warrants will be non-exercisable for six (6) months after the Closing Date and will expire five years after the commencement of sales of the offering. Notwithstanding the foregoing, the number of Placement Agent Warrants issued with respect to Company Identified Investors shall be two and one-half percent (2.5%), and no Placement Agent Warrants shall be issued in respect to any participation from Insiders of the Company and UTG. .
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COMPENSATION AND OTHER FEES. (A) As compensation for the services provided by H▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇Securities hereunder, the Company agrees to pay to H▇▇▇▇▇ Securities a cash fee equal to 7% of the fees set forth below with respect aggregate purchase price paid by each Purchaser of Securities in the Placement that was introduced to the Placement: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Company by H▇▇▇▇▇ * ▇▇▇ ▇▇▇▇Securities. In addition, ▇▇ the Company shall pay to H▇▇▇▇▇ * Securities a cash fee equal to the sum of (x) 4% of the aggregate purchase price paid by each Purchaser of Securities in the Placement that is as of the Closing Date an existing investor (or an affiliate thereof) in the Company (the “Existing Investors”) up to an aggregate investment by the Existing Investors of $2,000,000, and (y) 7% of the aggregate purchase price paid by Existing Investors for the purchase of more than $2,000,000 of Securities in the Placement. Such fees shall be paid immediately on the Closing Date from the gross proceeds of the Securities sold in the Placement.
(B) The Company also agrees in the event of a successful Placement to pay to H▇▇▇) ▇▇▇-▇▇▇▇ * Securities a cash amount (the “Non-Accountable Expense Allowance”) equal to 1% of the aggregate purchase price paid by each Purchaser by way of a non-accountable expense allowance. The Non-Accountable Expense Allowance shall be paid at the Closing from the gross proceeds of the Securities sold in the Placement. In the event this Agreement terminates as a result of expiration of the Term or is terminated by the Company without a successful Placement having occurred, the Company agrees to reimburse H▇▇▇) ▇▇▇-▇▇▇▇ * fax (▇▇▇) ▇▇▇-▇▇▇▇ * ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ Xcel Brands, Inc. June [-], 2025
(i) A cash fee (“Cash Fee”) payable immediately upon the closing of the Placement: (i) equal to 8.0% of the gross proceeds to us from the sale of the Securities in the offering with respect to gross proceeds of the offering up to $5,000,000, (ii) equal to 7.0% of the gross proceeds to us from the sale of the Securities in the offering with respect to gross proceeds of the offering in excess of $5,000,000 but less than $10,000,000, (iii) equal to six percent (6.0%) of the gross proceeds to us from the sale of the Securities in the offering with respect to gross proceeds of the offering equal to or greater than $10,000,000. Notwithstanding the foregoing, the Cash Fee with respect to certain investors identified by the Company as listed on Schedule I attached hereto (the “Company Identified Investors”), any member of management or a director of the Company (“Insiders”), or Hilco Global or UTG Capital, Inc (“UTG”) shall be five percent (5.0%).
(ii) Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees, in case of a Closing of the Placement, to reimburse the Lead Manager for all reasonable and documented accountable out-of-pocket expenses incurred, including the reasonable fees, costs and disbursements of its legal counsel, expenses incurred in an amount not to exceed an aggregate of $100,000; provided50,000, however, that if the Placement is terminated, then such reimbursement shall not exceed an aggregate of $35,000. The Company will reimburse Lead Manager directly upon the Closing of the Placement from the gross proceeds raised in the Placement.
(iii) Warrants (“Placement Agent Warrants”) to purchase: (i) 4.0% of the aggregate number of shares of common stock and/or Pre-Funded Warrants sold in this offering with respect to gross proceeds of the offering up to $5,000,000; (ii) 3.0% of the aggregate number of shares of common stock and/or Pre-Funded Warrants sold in this offering with respect to gross proceeds of the offering in excess of $5,000,000 but less than $10,000,000 and (iii) 0% with respect to gross proceeds equal to or in excess of $10,000,000.. Such placement agent warrants will be non-exercisable for six (6) months after the Closing Date and will expire five years after the commencement of sales of the offering. Notwithstanding the foregoing, the number of Placement Agent Warrants issued with respect to Company Identified Investors shall be two and one-half percent (2.5%), and no Placement Agent Warrants shall be issued in respect subject to any participation from Insiders of the Company and UTG. limitation imposed by FINRA Rule 5110.
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