On December 30, 2021, Xcel Brands, Inc., as Borrower, and its wholly-owned subsidiaries, IM Brands, LLC, JR Licensing, LLC, H Licensing, LLC, C Wonder Licensing, LLC, Xcel Design Group, LLC, Judith Ripka Fine Jewelry, LLC, H Heritage Licensing, LLC, Xcel-CT MFG, LLC and Gold Licensing, LLC, as Guarantors (Guarantors), entered into a Loan and Security Agreement (the “Loan Agreement”) with FEAC Agent, LLC (“FEAC”), as lead arranger and as administrative agent and collateral agent for the lenders party to the Loan Agreement (in such capacity, the “Administrative Agent”), and the financial institutions party thereto as lenders (the “Lenders”). Pursuant to the Loan Agreement, the Lenders made a term loan in the aggregate amount of $29,000,000 (the “Term Loans”). The proceeds of the Term Loan used for the purpose of refinancing existing indebtedness and to pay fees, costs and expenses incurred in connection with entering into the Loan Agreement, and may be used for the purpose of consummating acquisitions by Xcel or its subsidiaries that are permitted under the Loan Agreement and working capital purposes.

The Loan Agreement also provides that Xcel may request the Lenders make incremental term loans of up to $25,000,000 (the “Incremental Term Loans”). The terms and conditions of the Incremental Term Loans will be agreed in an amendment to the Loan Agreement prior to the funding by the Incremental Term Loans. The Term Loans mature on April 14, 2025.

Principal on the Term Loans shall be payable in quarterly installments of $625,000 on each of March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 2022.