SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 2nd, 2024 • cbdMD, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 30, 2024, by and between cbdMD, Inc., a North Carolina corporation (the “Company”), and each lender party that executes the signature page hereto as a purchaser (each, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 2nd, 2024 • cbdMD, Inc. • Perfumes, cosmetics & other toilet preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 30, 2024 between cbdMD, Inc. a North Carolina corporation (the “Company”), and each of the several purchasers that is a signatory to the Purchase Agreement (each such purchaser, a “Purchaser” or “Holder” and, collectively, the “Purchasers” or “Holders”).
UNDERWRITING AGREEMENT between cbdMD, Inc. and THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., as Representative of the Several Underwriters cbdMD, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2020 • cbdMD, Inc. • Perfumes, cosmetics & other toilet preparations • New York
The undersigned, cbdMD, Inc., a corporation formed under the laws of the State of North Carolina (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of cbdMD, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
REPRESENTATIVE COMMON STOCK PURCHASE WARRANT CBDMD, INC.cbdMD, Inc. • May 3rd, 2023 • Perfumes, cosmetics & other toilet preparations • New York
THIS REPRESENTATIVE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 November 3, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 30, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from cbdMD, Inc., a North Carolina corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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). This Warrant is being issued pursuant to the Underwriting Agreement (as defined below).
1,350,000 SHARES OF COMMON STOCK cbdMD, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • May 3rd, 2023 • cbdMD, Inc. • Perfumes, cosmetics & other toilet preparations • New York
The undersigned, cbdMD, Inc., a company incorporated under the laws of North Carolina (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of cbdMD, Inc. (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
UNDERWRITING AGREEMENT between cbdMD, Inc. and THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC., as Representative of the Several Underwriters cbdMD, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • June 30th, 2021 • cbdMD, Inc. • Perfumes, cosmetics & other toilet preparations • New York
The undersigned, cbdMD, Inc., a corporation formed under the laws of the State of North Carolina (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of cbdMD, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2023 • cbdMD, Inc. • Perfumes, cosmetics & other toilet preparations
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November [_], 2022, is by and between Keystone Capital Partners, LLC, a Delaware limited liability company (the “Investor”), and cbdMD, Inc., Inc., a North Carolina corporation (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 18th, 2017 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations • North Carolina
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered this 1st day of January, 2017 (the “Effective Date”) between Level Brands, Inc., a North Carolina corporation whose principal place of business is 4521 Sharon Road, Charlotte, NC 28211 (the "Corporation") and Marty Sumichrast, an individual whose address is 11125 Colonial Country Lane, Charlotte, NC (the "Executive").
SECURITY AGREEMENTSecurity Agreement • February 2nd, 2024 • cbdMD, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of January 30, 2024, between cbdMD, Inc., a North Carolina corporation (the “Company”), with corporate headquarters at 8845 Red Oak Boulevard, Charlotte, North Carolina 28217 (the Company, each Subsidiary, and each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, which shall include all Subsidiaries of the Company formed or acquired after the date hereof are hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and [ ], in its capacity as a “Purchaser” and as Collateral Agent for the benefit of itself as a Purchaser (together with its successors and permitted assigns, each a “Secured Party” and collectively, the “Secured Parties”) who execute this Agreement.
cbdMD, Inc. 8% Senior Secured Original Issue 20% Discount Convertible Promissory NotecbdMD, Inc. • February 2nd, 2024 • Perfumes, cosmetics & other toilet preparations
FOR VALUE RECEIVED, cbdMD, Inc., a North Carolina corporation (the “Maker” or the “Company”), hereby promises to pay to the order of [ ], or its registered assigns (the “Holder”) the principal sum of $[ ] (the “Principal Amount”) pursuant to the terms of this 8% Senior Secured Original Issue 20% Discount Convertible Promissory Note (this “Note”). In exchange for delivery of the Note on the Original Issuance Date referred to above, the Holder shall lend the Maker $[ ] in United States dollars net of an original issuance discount of $[ ].
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 18th, 2017 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations • North Carolina
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of ________________, 20__, by and between Level Brands Inc., a North Carolina corporation (the “Corporation”), and ___________________________ (“Indemnified Party”), an individual having an address at __________________________________________.
ADVISORY AGREEMENTAdvisory Agreement • May 15th, 2018 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations • California
THIS ADVISORY AGREEMENT (the “Agreement”) is made this 8th day of March 2018 (the “Effective Date”) by and between LEVEL BRANDS, INC., a North Carolina corporation (the “Company”) with its principal place of business located at 4521 Sharon Road, Suite 470, Charlotte, NC 28211 and STEPHEN ROSEBERRY, an individual (the “Advisor”), with his principal offices located in care of P.O. Box 1410, Rancho Mirage, CA 92270.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 21st, 2021 • cbdMD, Inc. • Perfumes, cosmetics & other toilet preparations • North Carolina
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered this 19th day of April, 2021 (the “Effective Date”) between CBD Industries LLC, a North Carolina corporation formerly known as cbdMD LLC, whose principal place of business is 8845 Red Oak Boulevard, Charlotte, NC 28217 (the “Company”) and R. Scott Coffman, an individual whose address is 230 S. Tryon, Charlotte, North Carolina 28202 (the “Executive”).
FORM OF CLOSING ESCROW AGREEMENTForm of Closing Escrow Agreement • October 12th, 2017 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This CLOSING ESCROW AGREEMENT (this “Agreement”) dated as of this ___ day of ________, 2017 by and among Level Brands, Inc., a North Carolina corporation (the “Company”), having an address at 4521 Sharon Road., Suite 407 Charlotte, NC 28211; Joseph Gunnar & Co. LLC a _________ limited liability company having an address at 30 Broad Street, 11th Floor, New York, NY 10004 (“Lead Selling Agent”), and WILMINGTON TRUST, N.A. (the “Escrow Agent”), with its principal corporate trust office at 1100 North Market Street, Wilmington, Delaware 19890.
LICENSE AGREEMENTLicense Agreement • June 27th, 2018 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations • California
THIS LICENSE AGREEMENT (“Agreement”) is made and entered into as of this 26th day of June, 2018 (the “Effective Date”), by and between Level Brands, Inc., a North Carolina corporation, its subsidiary Level H & W, LLC a North Carolina limited liability company, together (“Licensor”), and Boston Therapeutics, Inc., a Delaware corporation (“Licensee”). Licensor and Licensee sometimes collectively referred to herein as “Parties” or, individually, as “Party.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 7th, 2018 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations • North Carolina
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered this ___ day of ____________, 2018 (the “Effective Date”) between Level Brands, Inc., a North Carolina corporation whose principal place of business is 4521 Sharon Road, Charlotte, NC 28211 (the “Corporation”) and Mark S. Elliott, an individual whose address is 7154 Chameroy Ct., Charlotte, NC 28270 (the “Executive”).
amended and restated membership interests Exchange agreementExchange Agreement • September 18th, 2017 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations • California
This Membership Interests Exchange Agreement (this "Agreement"), effective as of the 6th day of January 2017, is made and entered into by and among EE1 Holdings, LLC, a California limited liability company, and the sole member (the "Member") of Encore Endeavor 1 LLC, a California limited liability company (“Encore”) and Level Brands, Inc., a North Carolina corporation (“the “Company”). Terms not otherwise defined herein shall have the meanings set forth in the Amended and Restated Operating Agreement of Encore (the “Operating Agreement”).
LEVEL BRANDS, INC. SELLING AGENCY AGREEMENTSelling Agency Agreement • October 23rd, 2017 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
Level Brands, Inc., a North Carolina corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell on a “best efforts” basis only up to an aggregate of [ ] shares of its common stock, par value $0.001 per share (the “Common Stock”), to investors, in an initial public offering (the “Offering”) pursuant to Regulation A under the Securities Act of 1933, as amended (the “Securities Act”), through Joseph Gunnar & Co., LLC and Tripoint Global Equities, LLC (collectively, the “Selling Agents”), in connection with such sales. In the event that all of the [ ] shares of Common Stock are sold in the Offering (the “Initial Shares”), for the sole purpose of covering additional subscriptions, at the option of the Lead Selling Agent (as defined below), through the Selling Agents, the Company shall have the right to issue and sell up to an additional [ ] shares of Common Stock. The shares of Common Stock to b
LOCK-UP LETTER AGREEMENTLock-Up Letter Agreement • June 30th, 2021 • cbdMD, Inc. • Perfumes, cosmetics & other toilet preparations
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 17th, 2022 • cbdMD, Inc. • Perfumes, cosmetics & other toilet preparations • North Carolina
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered this 16th day of May 2022, (the “Effective Date”) between cbdMD, Inc., a North Carolina corporation whose principal place of business is 8845 Red Oak Boulevard, Charlotte, NC 28217 (the “Corporation”) and Kevin MacDermott, an individual whose address is 9580 Caldwell Road, Mount Ulla, NC 28125 (the “Executive”).
FILLER SUPPLY AGREEMENTFiller Supply Agreement • September 18th, 2017 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations • North Carolina
THIS FILLER SUPPLY AGREEMENT (including all Exhibits hereto, the "Agreement") is made and entered into as of __________ (the "Effective Date"), between Beauty and Pinups, LLC, a North Carolina limited liability company ("BPU"), and ___________ ("Filler"). Certain capitalized words used in this Agreement are defined in Section 11.
STATE OF NORTH CAROLINALevel Brands, Inc. • December 26th, 2017 • Perfumes, cosmetics & other toilet preparations • North Carolina
THIS SUBLEASE is made and entered into this 21st day of December, 2017, by and between Kure Corp., a Florida limited liability company, hereinafter referred to as “Sublessor” and Beauty and Pinups, LLC, a North Carolina limited liability company, hereinafter referred to as “Sublessee”.
Terms of oral agreement between Encore Endeavor 1 LLC and Sandbox LLCTerms • October 12th, 2017 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations
Encore Endeavor 1 LLC ("EE1") has a general oral agreement with Sandbox LLC, an affiliate of a member of the board of directors of Level Brands, Inc., the parent company of EE1, under which Sandbox LLC may engage EE1 from time to time to provide a variety of services including, but not limited to, pre-production related services, consultation, media plans, strategy, marketing and travel arrangements, and concierge and hospitality services. Rates and terms of the specific services will be negotiated at the time EE1 is engaged to perform the services. In February 2017 EE1 arranged, coordinated and booked for Sandbox LLC certain travel concierge related services. Under the terms of the oral agreement, EE1 was paid $68,550 for the services and it was responsible for the payment of all third party out-of-pocket expenses incurred in the provision of the services to Sandbox LLC. .
ADVISORY AGREEMENT (Level)Advisory Agreement • September 18th, 2017 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations • California
THIS ADVISORY AGREEMENT (the “Agreement”) is made this 9th day of May, 2017 (the “Effective Date”) by and between Formula Four Beverages Inc., a British Columbia, Canada corporation (the “Company”), I|M1, LLC (“IM1”), Encore Endeavor 1, LLC (“EE1”) (IM1 and EE1, collectively, the “Advisor”).
AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • September 18th, 2017 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations
This Amended and Restated Consulting Agreement (“Agreement”) dated June 8, 2017 is effective as of the 20th day of March, 2017 (the “Effective Date”), by and between I|M1, LLC, a California limited liability company (“Consultant”), and NuGene International, Inc., a Nevada corporation (“Company”).
cbdMD, Inc.cbdMD, Inc. • March 13th, 2023 • Perfumes, cosmetics & other toilet preparations
This Side Letter Agreement amends and restates the Side Letter Agreement dated March 3, 2023. Reference is hereby made to that certain Common Stock Purchase Agreement made and entered into as of February 26, 2023 (this “Agreement”), by and among Keystone Capital Partners, LLC and cbdMD, Inc. Subject to the terms and conditions of the Agreement, the parties acknowledge that for purposes of the Agreement, the NYSE American is defined as “NYSE”. Furthermore, each reference to “at market” under the Agreement is defined under applicable NYSE American rules as the greater of book or market value of the Common Stock of the Company.
MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • September 18th, 2017 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations • Wisconsin
THIS MANAGEMENT CONSULTING AGREEMENT is made this 1st day of July, 2017 (the “Effective Date”), by and between Market Development Consulting Group, Inc. d/b/a MDC Group (“Consultant”), a Wisconsin corporation with mailing address 7845 N. Links Circle, Fox Point, WI, 53217, and Level Brands, Inc., (“Company”), a Delaware corporation with principal executive offices located at 4521 Sharon Road Suite 407, Charlotte, NC 28211.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 18th, 2017 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations • North Carolina
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered this 2nd day of January, 2017 (the “Effective Date”) between Level Brands, Inc., a North Carolina corporation whose principal place of business is 4521 Sharon Road, Charlotte, NC 28211 (the "Corporation") and Mark Elliott, an individual whose address is 7154 Chameroy Ct, Charlotte, NC 28270 (the "Executive").
AMENDMENT NO. 1 TO TRANSACTION FEE AGREEMENTTransaction Fee Agreement • September 18th, 2017 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations
This Amendment No. 1 to the Transaction Fee Agreement (the “Agreement”) is made as of March 17, 2017 by and between T.R. Winston & Company, LLC (the “Broker”), and Level Brands, Inc. (the “Company”). The Company and the Broker are collectively herein referred to as the “Parties”.
Amendment to Subscription Agreement, 8% Convertible Promissory Note and Common Stock Purchase WarrantSubscription Agreement • September 18th, 2017 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations
This Amendment to Subscription Agreement (the "Subscription Agreement"), 8% Convertible Promissory Note (the "Convertible Note") and Common Stock Purchase Warrant (the "Warrant") and, with the Subscription Agreement and the Convertible Note, collectively, “Agreement”) is made as of this 15th day of November, 2016, by and between Level Brands, Inc., a North Carolina corporation formerly known as Level Beauty Group, Inc. (the “Company”), and the Purchaser identified on the signature page hereto (the “Purchaser”). This Agreement amends certain sections of the Convertible Note and the Warrant issued by the Company to Purchaser on the issuance date set forth on the signature page hereto (“Issuance Date”) as it relates to a purchase of the Convertible Note and Warrant by the undersigned pursuant to the Company’s Confidential Offering Documents for Accredited Investors dated September 12, 2016 (the “Offering Documents”). All terms not otherwise defined herein shall have the same meaning as in
ADDENDUM NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 1st, 2021 • cbdMD, Inc. • Perfumes, cosmetics & other toilet preparations • North Carolina
THIS ADDENDUM NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of the date of the last signatory hereto by and among cbdMD, Inc., a North Carolina corporation with its principal place of business located at 8845 Red Oak Boulevard, Charlotte, NC 28217 (the “Corporation”) and the holders of the Remaining Earnout Rights (as defined herein) set forth on the signature pages hereto (each a “Holder” and collectively the “Holders”). The Corporation and the Holders are sometimes referred to as the “Parties.” This Agreement shall be effective upon the execution hereof by all Parties hereto.
FORM OF NOTE CONVERSION AGREEMENT (Bridge Holders)Note Conversion Agreement • September 18th, 2017 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations • North Carolina
THIS NOTE CONVERSION AGREEMENT, dated as of June __, 2017 (this “Agreement”), by and among Level Brands, Inc. (the “Company”) and each of the parties executing below (each a “Noteholder”, and collectively, the “Noteholders”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Note (as defined herein).
TELEVISION SERIES CONSULTING AGREEMENTTelevision Series Consulting Agreement • September 18th, 2017 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations
This CONSULTING AGREEMENT (this "Agreement") is made as of the 1st day of March, 2017, by and between Multi-Media Productions Inc. Inc., a Florida corporation ("MMP"), and Encore Endeavor 1 LLC (“Consultant”).
December 12, 2017 Mr. Craig Brewer Chief Executive Officer Kure Corp 14400 Westinghouse Blvd, Ste. L Charlotte, NC Re: Services Agreement Dear Mr. Brewer:Level Brands, Inc. • December 12th, 2017 • Perfumes, cosmetics & other toilet preparations • North Carolina
Pursuant to this services agreement (“Agreement”) Kure Corp., a Florida corporation (the “Client”) has agreed to engage Level Brands Inc, a North Carolina corporation (“LEVEL”), on a non-exclusive basis, to perform services related Kure’s business.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 18th, 2017 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations
This Management Agreement (the “Agreement”) is made as of the 27th day of April, 2015, by and between kathy ireland Worldwide LLC (“Manager”), and Level Beauty Group, Inc., a North Carolina corporation (“Managee”).
