Exhibit 10.57


 





 


March 15, 2015


 


Thai Jewelry Manufacturer Co., LTD


620/74-75 Sathupradit Rd.


Soi 44, Yannawa


Bangkok 10120, Thailand


 


Dear Sirs,


 


As you know, in April 2014, we closed a
transaction with Judith Ripka and the Judith Ripka Companies and their affiliates and successors (collectively “Ripka”)
concerning the purchase of the intellectual property (including all trademarks and copyrights, name, image, likeness, business
processes, trade secrets, designs, molds, and materials), and all license agreements and/or other agreements and rights related
to the foregoing (the “Assets”) of Ripka and the potential engagement of certain of their personnel.


 


It is our understanding that Thai Jewelry Manufacturer Co.,
LTD and its subsidiaries, affiliates, principals, officers, successors and assigns (collectively “you” or “Thai”)
have provided Ripka with significant trade credit, and that you are due certain monies from Ripka, which you allege to be in excess
of $5.9 million. We have no way of knowing what the full scope of these monies are or what, if any, other obligations (the “Obligations”)
may be due to you from Ripka, all of which are held by you and have not been assigned to any other party.


 


As discussed, neither our company Xcel
Brands, Inc. nor our acquiring entity JR Licensing, LLC nor any of our affiliates including but not limited to IM Brands, LLC,
IMNY Retail Management, LLC, IMNY Store 1, LLC, IMNY Store – 1 – GA, LLC, IMNY E-Store USA, LLC, nor any of our officers,
members or employees (the “Acquirers”) are affiliated with Ripka, and we will not assume any liabilities or
obligations of Ripka or any of its affiliates, nor will we be responsible for the Obligations.


 


We, therefore, request that you confirm
that you will not look in any way to the Acquirers for payment of or satisfactions of any of the Obligations, nor will you make
any claims whatsoever in any jurisdiction against the Acquirers in connection with the Obligations.


 


475 Tenth Avenue,
4th floor • new york, new york • 10018


Phone: 347-727-2474
• INFO@XCELBRANDS.COM


 




    	 



    	 



    

 


Xcel/Thai Release


March 15, 2015


Page 2


 


As
discussed, we understand that Ripka intends to make a payment to Thai by wire transfer in the amount of $490,000 on March 15, 2015, in accordance with the wire instructions annexed hereto as Schedule 1, in an effort to partially resolve the Obligations
(“Cash Payment”). In addition, on or before March 15, 2015, Ripka will assign to Thai a promissory note originally
issued by Xcel to Judith Ripka, then assigned by Judith Ripka to Judith Ripka Creations, Inc, for a value of USD 2,400,000 payable
in five years from the date of issue, with no interest accruing and in the form as set out in Schedule 2 (“Promissory
Note”), which Promissory Note shall be paid in full by to Xcel on or before March 15, 2015, by transfer to Thai by
Xcel of 266,667 shares of Xcel common stock (the “Xcel Shares”).
Further, on or before March 15, 2015 Ripka will provide Thai with a bill of sale (“Bill of Sale”) thereby
transferring to Thai all right title and interest in certain inventory referenced in Consignment Memo Dated March 20, 2014, (STERLING
SILVER JEWELRY) and Consignment Memo Dated March 20, 2014, (STONE AND PEARL INVENTORY), copies of which are annexed hereto in Schedule
3. 


 


By signing this letter, Thai acknowledges
that effective upon receipt of the Cash Payment, the Xcel Shares and the Bill of Sale, it fully and forever unconditionally and
irrevocably releases the Acquirers and their successors, representatives, shareholders, parent companies, subsidiaries, affiliated
companies and assigns, and does hereby fully and forever discharge and agree to hold the Acquirers harmless from
and against any and all claims and causes of action, in law or in equity, disputes, suits, debts, liens, rights, contracts, agreements,
acts, promises, liabilities, obligations, demands, damages, losses, costs, fees (including, without limitation, those of attorneys)
and expenses, of whatsoever kind or nature, whether known or unknown, suspected or unsuspected, which exist or may have existed
between Thai and Ripka, related to the Note or otherwise. Notwithstanding the foregoing, nothing contained herein shall be construed
or deemed to serve as a release by Thai of Judith Ripka, Ronald Berk and/or the Judith Ripka Companies and their affiliates and
successors with regard to any and all claims and causes of action, in law or in equity, disputes, suits, debts, liens, rights,
contracts, agreements, acts, promises, liabilities, obligations, demands, damages, losses, costs, fees (including, without limitation,
those of attorneys) and expenses, of whatsoever kind or nature, whether known or unknown, suspected or unsuspected, which exist
or may have existed between Thai and Ripka.


 


Please acknowledge your consent on your
behalf and on behalf of your affiliates and the successors, assignors, principals, heirs and representatives of each of the forgoing,
to the release of any and all claims against Acquires for any of the Obligations of Ripka by signing where provided for below.
Thai agrees that it will execute any further documents required to confirm the understanding explicitly set out in this letter
agreement. The Acquirers agree that Thai is under no obligation, at any time, to execute any other documents that deviate, in any
manner whatsoever, from the understanding explicitly set out in this letter agreement. The Acquirers and Thai agree that this letter
agreement and the subject matter thereof shall be interpreted in accordance with and governed by the laws of the State of New York
in the United States of America, without regard to the conflict of laws principles thereof.


 


	 	Xcel Brands, Inc.


 


	 	/s/ Seth Burroughs	 
	 	 	 	 
	 	By: 	Seth Burroughs




	 


 




    	 



    	 



    

 


Xcel/Thai Release


March 15, 2015


Page 3


 


AGREED AND CONSENTED TO:


 


Thai Jewelry Manufacturer Co., LTD


 


	/s/ Samrit Siriaramsakul	 
	 	 	 
	By: 	Samrit Siriaramsakul, Authorized Director