AMENDMENT NO. 1 TO TRANSACTION FEE AGREEMENT
Exhibit 6.23
AMENDMENT NO. 1
TO
This
Amendment No. 1 to the Transaction Fee Agreement (the
“Agreement”)
is made as of March 17, 2017 by and between X.X. Xxxxxxx &
Company, LLC (the “Broker”),
and Level Brands, Inc. (the “Company”).
The Company and the Broker are collectively herein referred to as
the “Parties”.
WITNESSETH
WHEREAS, the Company and the Broker are
parties to that certain Transaction Fee Agreement dated November
23, 2015 (the "November 2015
Agreement") pursuant to which the Broker acted as placement
agent for the Company in a private placement of its securities (the
"Offering").
WHEREAS, under the terms of the November
2015 Agreement, following the Closing of the Offering the Broker is
entitled to a Tail Fee with respect to any Subsequent Financing by
the Company (both of which such terms are as defined in the
November 2015 Agreement).
WHEREAS, the final closing of the
Offering occurred on February 16, 2016.
WHEREAS, the Company has advised the
Broker that it intends to undertake a Subsequent Financing and has
requested that the Broker terminate its rights to a Tail Fee and
the Broker has so consented.
NOW, THEREFORE, in consideration of
mutual promises, covenants and agreements hereinafter set forth,
the Parties agree as follows:
1. Section
2 of the November 2015 Agreement is hereby deleted in its
entirety.
2.
Except as otherwise amended by this Agreement, all other terms and
conditions of the November 2015 Agreement remain in full force and
effect.
IN WITNESS WHEREOF, the Parties have
caused their respective signature page to this Agreement to be duly
executed as of the date first written above.
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X.X. XXXXXXX & COMPANY, LLC
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By:
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/s/
Xxxxx Xxxx
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By:
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/s/
Xxxx Xxxxxxx
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Xxxxx
Xxxx
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Xxxx
Xxxxxxx
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Vice
President
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CFO/COO
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