MEMBMERSHIP INTEREST SALE AND PURCHASE AGREEMENT (Priel Maman)
Exhibit 6.33
(Priel Maman)
This
Membership Interest Sale and Purchase Agreement (this
“Agreement”) is
made by and between Priel Maman (the “Seller”), Level Brands, Inc. (the
“Buyer”), and
Beauty and Xxx Xxx, LLC, a North Carolina limited liability company
(the “Company”),
as of April 26, 2017. The Seller and the Buyer are also referred to
herein individually as a “Party” and collectively as
the “Parties.”
RECITALS
A. The
Seller owns 12% of the Membership Interest (“Subject Interest”) of the Company
under the Company’s Operating Agreement dated as of April 13,
2015 by and among the Buyer and Seller (the “Operating
Agreement”).
B. The
Seller desires to sell the Subject Interest to the Buyer on the
terms set forth below.
C. The
Buyer has agreed to buy the Subject Interest in exchange for
155,294 shares of the Buyer’s Common Stock, and the Parties
desire to set forth the terms and conditions governing the purchase
and sale of the Subject Interest.
AGREEMENT
For and
in consideration of the premises, the mutual agreements and
covenants herein contained, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
1. Agreement to Sell
and Purchase the Subject Interest.
a.
Purchase and Sale. In
consideration of, and in express reliance upon, the representations
and warranties of the Seller and the Buyer in this Agreement, the
Seller hereby agrees to irrevocably transfer and convey the Subject
Interest to the Buyer, and the Buyer hereby agrees to pay an
aggregate purchase price for the Subject Interest equal to One
Hundred Fifty-Five Thousand Two Hundred and Ninety Four (155,294)
shares of the Buyer’s Common Stock.
b.
Closing. The closing (the
“Closing”) of
the purchase and sale of the Subject Interest under this Agreement
shall occur simultaneously with the execution of this Agreement by
the Parties.
2.
Representations and
Warranties of Seller. The Seller represents and warrants to
the Buyer that the Seller is the lawful and beneficial owner of the
Subject Interest and has good, valid and marketable title to the
Subject Interest free and clear of all mortgages, liens, pledges,
security interests, charges, claims and other encumbrances and
defects of title of any nature whatsoever, except for applicable
restrictions under U.S. securities laws. The Seller is authorized
to enter into this Agreement and perform Seller’s obligations
hereunder, and no consent of any person is necessary in order for
the Seller to sell, assign and transfer the Subject Interest to the
Buyer.
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3.
Representations and
Warranties of Buyer. The Buyer represents and warrants to
the Seller that no person has any right or other claim against the
Buyer for any commission, fee or other compensation as a finder or
broker in connection with the transaction contemplated by this
Agreement. The Buyer is authorized to enter into this Agreement and
perform Buyer’s obligations hereunder, and no consent of any
person is necessary in order for the Buyer to purchase the Subject
Interest.
4.
Waiver, Release and
Non Disparagement.
a.
Waiver and Release by Seller.
For valuable consideration from the Buyer, on behalf of himself,
his spouse, beneficiaries, heirs, administrators, executors,
successors, assigns, agents and representatives (collectively
referred to as the “Releasors”), the Seller hereby
releases and forever discharges the Company and the Buyer, their
subsidiaries, affiliated and related entities, and their past,
present, or future directors, administrators, officers, employees,
agents, attorneys, representatives and assigns (collectively
referred to as the “Releasees”) of and from any and
all claims, actions, causes of action, charges, demands, costs,
attorneys’ fees, losses and any other damages of every kind,
nature and description whatsoever, whenever they arose, which the
Seller has ever had or now may have against the Company or the
Buyer as of the date of this Agreement, including, but not limited
to, all claims that the Seller has, may have or may have had
arising from interactions the Seller may have had with the Company
or the Buyer , any claims for discrimination, harassment or
retaliation, including any and all claims related to workers’
compensation claims and/or retaliation based thereupon, any claims
for breach of contract, wrongful or constructive discharge,
intentional or negligent infliction of emotional distress, failure
to hire, negligent supervision, negligent hiring/training,
defamation, libel, slander, intrusion or invasion of privacy, any
and all other claims arising out of or relating in any way to the
Seller’s consulting arrangement with, and separation from,
the Company and the Buyer, whether under tort or contract, whether
at law or in equity, or whether under statute or otherwise, and all
remedies of any type, including, but not limited to, damages and
injunctive relief. It is the Parties’ intent to release all
claims which can be legally released, but no more than that. The
Seller understands, acknowledges and voluntarily agrees that this
Agreement is a total and complete release by him/her of any and all
claims which he has against the Company, the Buyer and the
Releasees as of the effective date of this Agreement, both known or
unknown, even though there may be facts or consequences of facts
which are unknown to him/her. The Seller further waives and
consents to all provisions set forth in the Operating Agreement to
the extent necessary to effectuate the provisions
hereof.
b.
No Waiver of Future Claims.
Subject to the terms above, the Parties agree that this Agreement
does not constitute a waiver of any rights or claims that may arise
after the date hereof, including but not limited to any claims
related to or arising out of this Agreement.
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c.
Nondisparagement. Each Party
hereby agrees that they will not disparage, denigrate or otherwise
communicate in a manner intended to have an adverse effect or
result on, the other Party, their family, affiliates, directors,
officers, stockholders, employees or agents, and not to interfere
with any known and existing contracts involving the other party
which could negatively impact such business
relationship.
5.
Miscellaneous.
a.
The Company hereby
consents to the transfer of the Subject Interest under the terms of
Article V of the Operating Agreement.
b.
This Agreement
contains all of the promises, agreements, conditions, terms,
understandings, warranties and representations of the Parties with
respect to the transactions and business relationships contemplated
thereby and herein, and there are no other promises, agreements,
conditions, understandings, warranties or representations, oral or
written, express or implied, among them other than as set forth in
this Agreement. This Agreement supersedes all prior agreements and
understandings among the Parties with respect to its subject
matter.
c.
This Agreement and
all amendments, modifications, authorizations or supplements to
this Agreement and the rights, duties, obligations and liabilities
of the Parties under such document will be determined in accordance
with the applicable provisions of the laws of the State of North
Carolina, without reference to its doctrines or principles of
conflicts of laws.
d.
The Parties shall
execute and deliver or cause to be executed and delivered such
further instruments and take such other action as any other Party
may require to more effectively carry out the transfer of the
Subject Interest and the consummation of the matters contemplated
by this Agreement
e.
This Agreement will
be binding upon and inure to the benefit of the Parties, their
personal and legal representatives, guardians, successors and
assigns.
f.
Neither Party may
assign this Agreement or any of the rights, interests, or
obligations hereunder without the prior written approval of the
other Party.
g.
This Agreement may
be executed in any number of counterparts and by the parties hereto
in separate counterparts, each of which when so executed and
delivered shall be deemed an original and all of which counterparts
when taken together shall constitute but one and the same
instrument.
h.
This agreement must
be executed in conjunction with the Consulting Agreement
Amendment.
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In
Witness Whereof, the Parties have executed and delivered this
Agreement as of the dates set forth above.
Seller:
/s/
Priel Maman
Priel
Maman
Buyer:
/s/
Xxxx Xxxxxxx
Xxxx
Xxxxxxx, CFO
Company:
Beauty and Xxx Xxx, LLC, by its
Manager,
/s/
Xxxx Xxxxxxx
Xxxx
Xxxxxxx, CFO
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