LOCK-UP LETTER AGREEMENT
Exhibit 10.2
May ___
2019
0000
Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx,
Xxxxx Xxxxxxxx 00000
Ladies
and Gentlemen:
The
undersigned understands that cbdMD, Inc. (formerly known as Level
Brands, Inc.), a North Carolina corporation (the
“Company”),
proposes to effect a firm commitment public offering (the
“Offering”) of
the Company’s shares of Common Stock, par value $0.001 per
share (the “Common
Stock”). It is understood that the undersigned, a
member of the Financial Industry Regulatory Authority, Inc.
(“FINRA”), may
be a Participating Member (as such term is defined in FINRA Rule
5110(a)(4)) in connection with the Offering
In
consideration for acting as a Participating Member in the Offering
and for other good and valuable consideration, the undersigned
hereby irrevocably agrees that, pursuant to FINRA Rule 5110(g)(1),
any securities of the Company that have been acquired by the
undersigned or any related person and currently owned or are
acquired during the 180-day period specified in FINRA Rule 5110(g),
, shall not be sold during the Offering, or sold, transferred,
assigned, pledged, or hypothecated, or be the subject of any
hedging, short sale, derivative, put, or call transaction that
would result in the effective economic disposition of the
securities for a period of 180 days immediately following the
closing date of the Offering, except for the transfer of any
security in accordance with FINRA Rule 5110(g)(2).
It is
understood that, if the Company notifies the undersigned that it
does not intend to proceed with the Offering, if the underwriting
agreement to be executed in connection with the Offering (the
“Underwriting
Agreement”) does not become effective, or if the
Underwriting Agreement (other than the provisions thereof which
survive termination) shall terminate or be terminated prior to
payment for and delivery of the securities, the undersigned will be
released from its obligations under this Lock-Up Letter
Agreement.
The
undersigned understands that the Company and the underwriters in
the Offering (the “Underwriters”)
will proceed with the Offering in reliance on this Lock-Up Letter
Agreement.
Whether
or not the Offering actually occurs depends on a number of factors,
including market conditions. Any Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are
subject to negotiation between the Company and the
Underwriters.
This
Lock-Up Letter Agreement shall automatically terminate upon the
earliest to occur, if any, of (1) the termination of the
Underwriting Agreement before the sale of any securities to the
Underwriters or (2) June 30, 2019, in the event that the
Underwriting Agreement has not been executed by that
date.
The
undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Lock-Up Letter
Agreement and that, upon request, the undersigned will execute any
additional documents necessary in connection with the enforcement
hereof. Any obligations of the undersigned shall be binding upon
the heirs, personal representative, successors and assigns of the
undersigned.
Very
truly yours,
XXXXXX
XXXXXX & CO., LLC
By:
______________________________
Name:
Title:
