0001558370-25-005407 Sample Contracts

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 24th, 2025 • XCel Brands, Inc. • Patent owners & lessors • New York

This Loan and Security Agreement is made as of December 12, 2024 by and among XCEL BRANDS, INC., a Delaware corporation (“Borrower”), each other Credit Party executing or becoming a party to this Agreement, the financial institutions from time to time party to this Agreement (collectively, “Lenders” and individually, each a “Lender”) and FEAC Agent, LLC (“FEAC”) as administrative agent and collateral agent for Lenders (FEAC in such capacity together with its successors and assigns in such capacity, “Administrative Agent”).

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COMMON STOCK PURCHASE WARRANT XCEL BRANDS, INC.
Security Agreement • April 24th, 2025 • XCel Brands, Inc. • Patent owners & lessors • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Restore Capital (EQ-W), LLC (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 [·], 2032 (the “Termination Date”) but not thereafter, to subscribe for and purchase from XCel Brands, Inc., a Delaware corporation (the “Company”), up to [·] (30,000) shares (the “Warrant Shares”) of common stock of the Company, par value $0.01 per share (the “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).

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SUPPORT AGREEMENT
Support Agreement • April 24th, 2025 • XCel Brands, Inc. • Patent owners & lessors

This SUPPORT AGREEMENT (this “Agreement”) is made as of April 21, 2025, by and among Xcel Brands, Inc., a Delaware corporation (the “Company”), UTG BTC Ltd. (“UTG”), and the Persons set forth on Schedule A hereto (the “Stockholder”).

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BOARD NOMINEE AGREEMENT
Board Nominee Agreement • April 24th, 2025 • XCel Brands, Inc. • Patent owners & lessors • Delaware

This BOARD NOMINEE AGREEMENT (this “Agreement”), dated as of April 21, 2025, is entered into by and between Xcel Brands, Inc., a Delaware corporation (the “Company”), and UTG Capital, Inc., a Delaware corporation (“UTG”) (the Company and UTG, each a “Party” and together, the “Parties”). Capitalized terms used herein shall have the meanings set forth in Section 2 of this Agreement.

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EXECUTION VERSION 9455542 MEMBERSHIP INTEREST TRANSFER AGREEMENT This Membership Interest Transfer Agreement (“Agreement”), effective as of April 15, 2025 (the “Effective Date”), is by and among IMWHP, LLC, a Delaware limited liability company...
Membership Interest Transfer Agreement • April 24th, 2025 • XCel Brands, Inc. • Patent owners & lessors • Delaware
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