Xcel Brands transfers 17.5% stake in IM Topco, receives contingent payment right

XCel Brands, Inc.

Transfers all 175 units (17.5% of IM Topco) to IMWHP2 LLC effective Oct 1, 2025.
Receives capital appreciation right: 15% of net consideration above $46M from IM Topco transaction by Sept 2032.
Xcel-CT subsidiary released from further liability under License Termination Agreement; mutual releases of claims.
Disputes over ISAAC MIZRAHI brand settled; all past trade payables paid.
Xcel retains right to 15% of upside in IM Topco if sold above $46M hurdle.

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