Exhibit 10.11


 


	PERSONAL AND CONFIDENTIAL	PRIVATE PLACEMENT ENGAGEMENT LETTER


 


December 22, 2014


 


The Board of Directors


Xcel Brands, Inc.


475 10th Avenue, 4th Floor


New York, NY 10018


 


Attention: Robert. W. D’Loren


Chairman and Chief Executive


 


Ladies and Gentlemen:


 


This agreement (“Agreement”) confirms the mutually
agreed terms between Xcel Brands, Inc. (the “Company”) and Young America Capital, LLC (“Agent”) to act
as sole placement agent to the Company for a proposed private placement to “qualified institutional buyers” as such
term is defined in Rule 144A under the Securities Act of 1933 ( the 1933 Act), as amended and a limited number of institutional
“accredited investors, as such term is defined in Regulation D under the 1933 Act ( the “Placement”) of the Company’s
common stock ( the “Securities”).


 


		1.	Placement Agent Services



Under this Agreement, Agent
will provide the following financial advisory and investment banking services as it may deem necessary and appropriate for the
Placement:


 


		a.	review the Company’s business, including its operations and historical and projected financial
condition;



 


		b.	assist the Company in drafting, preparing and distributing a management presentation and other
related documents (the “Offering Materials”) that describe the Company, the Securities and the Placement terms;



 


		c.	assist the Company in identifying and contacting prospective purchasers of the Securities;



 


		d.	advise the Company regarding the strategy and tactics of negotiations with prospective purchasers
of the Securities and, if requested by the Company, participate in such negotiations;



 


		e.	advise the Company about the timing and structure of the Placement; and



 


		f.	render other periodic financial advisory and investment banking services agreed to by Agent and
the Company



 


It is expressly understood and
acknowledged that Agent’s engagement under this Agreement does not constitute any commitment, express or implied, on Agent’s
part or any of its affiliates to purchase or place the Securities or to provide any type of financing and that the Placement will
be made by Agent on a “best efforts” basis. It is further understood that Agent’s services hereunder shall be
subject to, among other things, satisfactory completion of due diligence by Agent, market conditions, the absence of adverse changes
to the Company’s business or financial condition, approval of Agent’s internal committee and any other conditions that
Agent may deem appropriate for placements of such nature.


 


Young America Capital, LLC


141 East Boston Post Road


Mamaroneck, NY 10543(914) (914)
777-0100


 




    	 



    	 



    

 


PRIVATE PLACEMENT ENGAGEMENT LETTER


 


		2.	Fees



The Company agrees to pay Agent
as compensation for its services under this Agreement the following fees:


 


a.       Retainer
Fee. No retainer fee.


 


b.       Placement
Fee. A placement fee payable at the closing of the Placement equal to cash in an amount equal to 7.0% of the gross proceeds
of the Securities sold in the Placement; provided, however, that no Placement Fee shall be paid with respect to securities sold
to [Hilco] and any of its affiliates of funds managed by any of them, or partners, members, officers and directors of the foregoing,
in excess of $3,000,000.


 


		3.	Term 



This engagement term will continue until
January 15, 2015, unless extended by the Company or sooner terminated by either party, at any time, with or without cause and without
liability or continuing obligation to the other party. The terminating party agrees to provide the other party with at least 30
days’ prior written notice of such termination. The provisions of Sections 1 and 2 shall terminate upon termination of this
Agreement but the other provisions hereof will remain operative in accordance with their terms regardless of any consummation of
Financing and any termination of this Agreement.


 


		4.	Expense Reimbursement



In addition to the fees described in Section 2 above, the Company
agrees to pay Agent’s reasonable out-of-pocket expenses incurred in connection with the Placement whether or not the Placement
is completed. This includes, without limitations, expenses related to travel, external database and communications services, overtime
expense and courier services.


 


		5.	Disclosure



The Company agrees that any information or advice rendered by
Agent or its representatives under this Agreement remains solely for the Company's confidential use. The Company will not permit
any third party, unless required by applicable law, regulation or legal process, to disclose, reproduce, disseminate, quote or
refer to this information or advice without Agent’s prior written consent.


 


		6.	No Third Party Beneficiaries






The Company acknowledges and agrees that
Agent has been retained to act as non-exclusive placement agent to the Company, and not as an advisor to or agent of any other
person, and that the Company’s engagement of Agent is not intended to confer rights upon any person not a party to this Agreement
(including shareholders, employees or creditors of the Company) as against Agent or its affiliates, or their respective directors,
officers, employees or agents.


 


		7.	Independent Contractor



The Company and Agent
acknowledge and agree that Agent is acting as an independent contractor under this Agreement. Agent is not acting as a fiduciary
and therefore this Agreement does not present any fiduciary duties to either party.


 


		8.	Information



The Company acknowledges that
Agent will be using information provided by others, including, without limitation, information provided by or on behalf of the
Company, and that Agent does not assume responsibility for and may rely, without independent verification, on the accuracy and
completeness of any such information.


 


Young America Capital, LLC


141 East Boston Post Road


Mamaroneck, NY 10543


(914) 777-0100


 




    	 



    	 



    

 


PRIVATE PLACEMENT ENGAGEMENT LETTER


 


The Company hereby warrants
that the Offering Materials, and any other information relating to the Company or the Placement, will not contain any untrue statement
of a material fact or omit to state any material fact necessary to make the statements contained therein, in the light of circumstances
under which they were made, not misleading. The Company agrees to provide Agent with (i) prompt notice of any material development
affecting the Company or the occurrence of any event or other change known to the Company that could result in the Offering Materials
containing an untrue statement of a material fact or omitting to state any material fact necessary to make the statements contained
therein, in the light of the circumstances under which they were made, not misleading, (ii) copies of any financial reports as
soon as reasonably practicable and (iii) such other information concerning the business and financial condition of the Company
as Agent may from time to time reasonably request. Agent will have the right to approve the Offering Materials and other written
communications furnished by or on behalf of the Company in connection with the Placement. The Company will comply with Securities
and Exchange Commission Regulation FD.


 


		9.	Compliance with Law



The Company has not taken, and
will not take, any action, directly or indirectly, that may cause the Placement to fail to be entitled to exemption from registration
under the U.S. federal securities laws, or applicable state securities or “blue sky” laws. The Company shall be responsible
for any costs and expenses associated with filings, applications or registrations with any governmental or regulatory body, including,
without limitation, those associated with any sales pursuant to Regulation D under the 1933 Act and “blue sky” laws.


 


		10.	Closing Matters



The Company will cause to be
furnished to Agent and the purchasers of the Securities, on the closing date of the Placement, copies of such documents, letters,
certificates as Agent or the purchasers may reasonably request in form and substance reasonably satisfactory to Agent and its counsel
and the purchasers and their counsel.


 


		11.	Confidentiality



Agent agrees that, except as
otherwise required by law, regulation or legal process, Agent shall keep confidential all material non-public information provided
to it by the Company, and shall not disclose such information to any third party without the Company’s consent, other than
to such of its employees and advisors as Agent determines have a need to know.


 


		12.	Agent Affiliates



At Agent’s discretion,
any right set forth herein may be exercised, and any services to be provided by Agent may be provided, by an affiliate of Agent.
The Company hereby agrees that Agent and/or any affiliate or employee of Agent will have the right, but not the obligation, to
purchase Securities for its own account and that any such purchase will not constitute a conflict of interest for purposes of Agent’s
engagement hereunder.


 


		13.	Indemnification



Because we will be acting on
your behalf, you will indemnify us and related persons according to the indemnification and contribution provisions in Annex A,
the terms of which are incorporated herein in their entirety. Your obligations in Annex A will remain operative regardless of any
termination or completion of our services hereunder.


 


Young America Capital, LLC


141 East Boston Post Road


Mamaroneck, NY 10543


(914) 777-0100


 




    	 



    	 



    

 


PRIVATE PLACEMENT ENGAGEMENT LETTER


 


		14.	Amendments and Successors



 This Agreement may not be waived, amended, modified or
assigned, in any way, in whole or in part, including by operation of law, without the prior written consent of the Company and
Agent. The provisions of this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company
and Agent.


 


		16.	Entire Agreement



This Agreement, together with
Annex A, contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereto
and supersedes all prior or contemporaneous agreements or understandings with respect to such subject matter.


 


		17.	No Brokers



The Company acknowledges and
agrees that there are no brokers, agents, representatives or other parties that have an interest in compensation paid or payable
to Agent hereunder.


 


		18.	Termination & Expiration



Upon termination or expiration,
this Agreement shall have no further force or effect, except that the provisions concerning the Company’s obligations to
Agent, the Company’s obligation to pay Agent fees and expenses as described in this Agreement and as described in the provided
Annex A, the status of Agent as an independent contractor, the rights of Agent under paragraph 12 hereof, the limitation on to
whom Agent shall owe any duties, governing law, choice of forum, successors and assigns, and waiver of the right to trial by jury
shall survive any such termination or expiration of this Agreement.


 


		19.	Governing Law and Jurisdiction



The laws of the State of New
York will govern this Agreement and all controversies arising from or related to performance under this Agreement. To the full
extent lawful, the Company and Agent hereby consent irrevocably to personal jurisdiction, service and venue (a) in connection with
any claim arising out of this Agreement in the courts of the State of New York and in the federal courts in the State of New York
and (b) solely for the purpose of allowing any person to enforce its reimbursement, indemnification or contribution rights hereunder,
in any court in which any action is brought in respect of which any such right is asserted. THE COMPANY AND AGENT EACH HEREBY AGREES
TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE ENGAGEMENT HEREUNDER.


 


		20.	Miscellaneous



Your Board of Directors and
senior management may take into consideration our advice as well as on the advice of their legal, tax and other business advisors
and other factors which they consider appropriate as a basis for any decision. Accordingly, as an independent contractor we will
not assume the responsibilities of a fiduciary to you or your stockholders in connection with the performance of our services.


 


If any Agent fees or expenses
payable to Agent pursuant to this Agreement are not fully paid when due, the Company agrees to pay all costs of collection or other
enforcement of Agent’s rights hereunder, including but not limited to attorneys’ fees and expenses, whether collected
or enforced by suit or otherwise.


 


We do not provide accounting,
tax or legal advice, and you are authorized (subject to applicable law) to disclose any and all aspects of any potential transactions
that are necessary to support any U.S. federal income tax benefits expected to be claimed with respect to such transactions, without
us imposing any limitation of any kind.


 


Young America Capital, LLC


141 East Boston Post Road


Mamaroneck, NY 10543


(914) 777-0100


 




    	 



    	 



    

 


PRIVATE PLACEMENT ENGAGEMENT LETTER


 


This Agreement will be binding
upon and inure to the benefit of you, Agent, each Indemnified Person (as defined in Annex A) and our respective successors
and assigns, and nothing herein is intended to confer upon any person, other than you, us, each Indemnified Person and our respective
successors and assigns, any rights, remedies, obligations or liabilities.


 


Any waiver of any right or obligation
hereunder must be in writing signed by the party against whom such waiver is sought to be enforced. Any amendment hereto must be
in writing signed by you and us.


 


Neither party may assign this
Agreement without the prior written consent of the other party. If any provision of this Agreement shall be determined to be invalid
or unenforceable in any respect, such determination shall not affect such provision in any other respect or any other provision
of this Agreement, which shall remain in full force and effect.


 


This Agreement may be executed
in counterparts by each party’s duly authorized representative, each of which shall be deemed an original but all of which
shall constitute one and the same instrument. Either party’s execution and delivery of this Agreement may be evidenced by
either physical delivery or facsimile communication of such executed Agreement or executed counterpart to the other party.


 


[Signature Page Follows]


 


Young America Capital, LLC


141 East Boston Post Road


Mamaroneck, NY 10543


(914) 777-0100


 




    	 



    	 



    

 


PRIVATE PLACEMENT ENGAGEMENT LETTER


 


Please confirm that the foregoing is in
accordance with your understanding and is accepted by you by executing and delivering to us this letter, which shall then become
a binding agreement.


 


Very truly yours,


 


Young America Capital, LLC


 


	 	/s/ Peter Formanek
	By:	 
	 	Peter Formanek, Managing Partner


 


ACCEPTED AND AGREED:


 


Xcel
Brands, Inc.


 


	 	/s/ Robert W D’Loren
	By:	 
	 	Robert W. D’Loren
	 	Chairman and Chief Executive Officer


 


Young America Capital, LLC


141 East Boston Post Road


Mamaroneck, NY 10543


(914) 777-0100


 




    	 



    	 



    

 


Annex A


 


The Company will indemnify and hold harmless
Agent, its affiliates, the directors, officers, employees and agents of Agent and affiliates, and each other person
or entity, if any, controlling Agent or any of its affiliates within the meaning of Section 15 of the Securities Act of
1933 or Section 20 of the Securities Exchange Act of 1933 (each, an “Indemnified Person”), from and against any losses,
claims, damages, liabilities or expenses (including actions, claims or proceedings in respect thereof (collectively, “Proceedings”)
brought by or against any person, including stockholders of the Company, and the cost of any investigation and preparation therefore
and defense thereof) (collectively, “Losses”) arising out of or in connection with (i) advice or services rendered
or to be rendered by any Indemnified Person pursuant to the letter agreement to which this Annex A is appended, (ii) the
transaction(s) contemplated by the letter agreement or (iii) any Indemnified Person’s actions or inactions in connection
with any such advice, services or transaction(s); provided, however, that the Company will not be obligated to indemnify for any
Losses of any Indemnified Person that are determined by a court of competent jurisdiction in a final judgment not subject to appeal
to have resulted solely from the willful misconduct or gross negligence of such Indemnified Person. The Company also agrees that
no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company in
connection with (i) advice or services rendered or to be rendered by any Indemnified Person pursuant to the letter agreement, (ii)
the transaction(s) contemplated by the letter agreement or (iii) any Indemnified Person’s actions or inactions in connection
with any such advice, services or transaction(s), except to the extent such liabilities are determined by a court of competent
jurisdiction in a final judgment not subject to appeal to have resulted solely from the willful misconduct or gross negligence
of such Indemnified Person. The Company agrees that in no event will any Indemnified Person be liable or obligated in any manner
for any damages (including, but not limited to actual, consequential, exemplary or punitive damages or lost profits) in excess
of fees actually received by Agent from the Company pursuant to the section of the letter agreement captioned “Section 2.
Fees,” and the Company agrees not to seek or claim any such damages or profits in any circumstance.


 


The Company also agrees to reimburse each
Indemnified Person, periodically upon request, for all expenses (including fees and expenses of one counsel to the Indemnified
Persons) as they are incurred by such Indemnified Person in connection with investigating, preparing for or defending any Proceeding
(or enforcing the letter agreement or any related engagement or commitment agreement), whether or not in connection with pending
or threatened litigation in which any Indemnified Person is a party.


 


If for any reason the foregoing indemnification
is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Company shall contribute to the amount paid
or payable by such Indemnified Person as a result of such Losses in such proportion as is appropriate to reflect the relative economic
interests of the Company, its affiliates and its stockholders on the one hand and the Indemnified Person on the other in the matters
contemplated by the letter agreement as well as the relative fault of the Company, its affiliates or its stockholders, on the one
hand, and such Indemnified Person, on the other; provided, however, that in no event shall the Indemnified Persons as a whole be
required to contribute an amount greater than the amount of all fees actually received by Agent from the Company pursuant to the
section of this letter agreement captioned “Section 2. Fees.”


 


The Company will not, without Agent’s
prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claim,
suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is a party
thereto) unless such settlement, compromise, consent or termination includes a release of each Indemnified Person from any liabilities
arising out of such action, claim, suit, or proceeding. The Company will not permit any such settlement, compromise, consent or
termination to include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an Indemnified
Person, without such Indemnified Person’s prior written consent. No Indemnified Person seeking indemnification, reimbursement
or contribute under this agreement will, without the Company’s prior written consent, settle, compromise, consent to the
entry of any judgment in or otherwise seek to terminate any action, claim, suit or proceeding referred to herein.


 




    	Annex A - 1



    	 



    

 


The Company’s reimbursement, indemnity
and contribution obligations hereunder shall be in addition to any liability that it may otherwise have, and shall inure to the
benefit of any successors, assigns, heirs and representatives of each Indemnified Person. Solely for the purpose of enforcing the
letter agreement, the Company hereby consents to personal jurisdiction and venue in any court in which any Proceeding is brought.
The provisions of this Annex A shall survive any termination of the letter agreement, the consummation of any transaction(s)
contemplated thereby or the other completion of Agent’s services with respect thereto.


 


If any Indemnified Person appears as a
witness, is deposed or otherwise is involved in any action relating to or arising from the Placement or Agent’s engagement
hereunder or in a situation where such appearance, involvement or assistance results from Agent’s engagement hereunder, the
Company will reimburse such Indemnified Person for all expenses (including fees and expenses of counsel) incurred by it by reason
of it or any of its personnel being involved in any such action.


 


The Company waives any right to a trial
by jury with respect to any claim or action arising out of this Agreement or the actions of Agent, and consents to personal jurisdiction,
service of process and venue in any court in which any claim covered by the provisions of this Annex A may be brought against
an Indemnified Person.


 


If any term, provision, covenant or restriction
herein is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder
of the terms, provisions and restrictions contained herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.


 




    	Annex A - 2