MUTUAL TERMINATION OF LICENSE AGREEMENT
Exhibit 10.1
MUTUAL TERMINATION
OF
LICENSE AGREEMENT
This
Mutual Termination of License Agreement (this “Termination”) is made and
entered into on January 7, 2019 (the “Execution Date”), by and
between Level Brands, Inc.,
a North Carolina corporation (“Licensor”), and
Isodiol International Inc.,
a Canadian corporation (“Licensee”). Licensor and
Licensee may be referred to herein each as a “Party” or collectively as
the “Parties”.
WHEREAS, Licensor
and Licensee are parties to a License Agreement, dated as of
December 30, 2017, which was activated by the “Go
Notice”, dated as of January 16, 2018, and amended by the
First Amendment to License Agreement, dated as of January 19, 2018
(as amended, the “License
Agreement”).
WHEREAS, the
Parties acknowledge that certain of the deal terms set forth in the
License Agreement, including the periodic stock payments required
by Licensee to Licensor, have become unintentionally punitive to
Licensee as the result of a change in the stock price of
Licensee.
WHEREAS, the
Parties have been in negotiations concerning ways to amend the
terms and conditions of the License Agreement in light of the
Parties’ respective changes in circumstances and have been
unable to arrive at mutually acceptable terms.
NOW,
THEREFORE, in consideration of the mutual promises herein contained
and such other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as
follows:
1. Recitals. The foregoing
recitals are substantive provisions of this Termination and are
incorporated herein as if restated in their entirety.
2. Termination. Each Party to this
Termination hereby agrees to terminate the License Agreement in its
entirety, effective as of October 1, 2018, in exchange for the
issuance of 500,000 shares of Licensee’s common stock to
Licensor upon the Execution Date (the “Termination Shares”).
Licensee agrees to pay or issue the Termination Shares, as the case
may be, on or prior to January 10, 2019. The Parties understand and
agree that a portion of the Termination Shares (having a value of
US$62,500) shall be treated as repayment of the existing US$62,500
payable owed by Licensee to Licensor.
3. Stock Valuations. The
Termination Shares will be valued at the closing price of said
stock in Canadian currency on the Canadian Securities Exchange
(i.e., the CSE) on the Execution Date. Any fractional Termination
Shares shall be rounded down to the nearest whole share and
eliminated; no scrip shall issue.
4. Stock Restrictions. Issuance of
the Termination Shares shall be subject in all respects to
Isodiol's transfer agent protocols, bear all restrictive legends
applicable to private placements of securities in the country of
issuance of the Termination Shares, and be subject to an additional
'lock up' of the Termination Shares to be released in six (6) equal
installments on each six (6) month anniversary of closing (i.e.,
within a total of thirty-six (36) months from closing)
(collectively, the “Termination Shares
Restrictions”).
5. Share Certificates. Isodiol
shall issue and deliver certificates representing the Termination
Shares.
6. Assignment. Notwithstanding
this Termination of the License Agreement, Licensee and
Licensee’s wholesalers, distributors, and retailers shall
have the right to sell or otherwise liquidate all inventory of
Licensed Products for a period of six (6) months from the Execution
Date.
7. Mutual Releases. Other than
with respect to the rights and obligations set forth in this
Termination, each Party does hereby release, waive, and forever
discharge the other Party (each, a “Released Party”) of and
from any and all manner of actions, causes of actions, claims,
suits, debts, demands, judgments, agreements, and/or obligations of
any nature whatsoever, at law or in equity, whether known or
unknown, suspected, or asserted, matured or unmatured, accrued or
unaccrued, direct or indirect, which it ever had, now has, or which
it hereafter can, shall, or may have, or claim to have, for or by
reason of any cause, matter, event, occurrence, or thing whatsoever
from the beginning of the world to the Execution Date asserted in
or which could have been asserted by the Parties or a third party
in relation to the mutual business dealings of the Parties
referenced in this Termination (the “Mutual Business
Dealings”), or in any mediation, arbitration,
administrative, or regulatory proceeding, tribunal, or court of law
arising out of or connected with, directly or indirectly, any and
all dealings, contracts, agreements, transactions, events, or other
activities between or among the Parties and any third party to the
Mutual Business Dealings; provided, however, the term “Mutual
Business Dealings” shall not include any right, title or
interest Licensor may have as an owner or former owner in any third
party or affiliate or otherwise related to any transaction or
arrangement between Licensor and any third party or affiliate to
the extent the subject matter of which does not directly relate to
the License Agreement.
8. Mutual Non-Disclosure. Each
Party hereby agrees to safeguard and hold confidential from
disclosure to unauthorized parties all non-public information
relating to this Termination and the Mutual Business Dealings. For
purposes of the foregoing, only officers, directors, and employees
of either Party or its affiliates, including managers, accountants,
auditors, and attorneys, shall be authorized parties on a
“need to know basis” consistent with their respective
positions, legal obligations, and responsibilities. Notwithstanding
the foregoing, each Party agrees that the other Party may issue a
news release and make regulatory filings concerning this
Termination as may be reasonably necessary to satisfy any public
company reporting requirements of such Party, subject to prior
consultation with the other Party concerning the content of said
disclosures.
9. Mutual Non-Disparagement. Each
Party agrees that it will not make any statements or
representations, or otherwise communicate, directly or indirectly,
in writing, orally, or otherwise, or take any action which may,
directly or indirectly, disparage any Party, its affiliates, or
their respective managers, officers, directors, employees,
advisors, businesses, or reputations. Notwithstanding the
foregoing, nothing in this Termination shall preclude a Party from
making truthful statements or disclosures that are required by
applicable law, regulation, or legal process.
10. Miscellaneous. Each Party
agrees that: (i) it has had a full and complete opportunity to
consult with legal counsel or other advisers of its own choosing
concerning the terms, enforceability, and implications of this
Termination, and no Party has made any representations or
warranties to any other Party concerning the terms, enforceability,
and implications of this Termination other than as reflected in
this Termination; (ii) it has had a full and fair opportunity to
review, comment, and make compromise revisions to this Termination;
(iii) this Termination shall be governed by and interpreted in
accordance with the laws of the State of North Carolina without
giving effect to the conflicts of laws principals thereof; (iv) it
hereby submits to the jurisdiction and venue of the state and
federal courts located in the State of North Carolina for purposes
of any arbitration or litigation related to this Termination; (v)
each provision of this Termination is severable, and the
unenforceability or invalidity of any provision of this Termination
shall not affect the validity or enforceability of the remaining
provisions of this Termination; provided, however, that each Party
shall use reasonable efforts to give effect to the economic or
other intended purpose of any provision that is unenforceable or
invalid; (vi) this Termination may be executed in counterparts,
each of which when executed and delivered shall be deemed an
original, but all of which shall constitute one and the same
instrument; and (vii) this Termination may be executed by original,
facsimile, and electronic signatures, each of which when affixed
shall be deemed to be an original that is enforceable against the
executing Party.
11. Term, Termination, and
Survival. Subject to any limitations of applicable law, this
Termination shall continue in full force and effect from the
Execution Date until the end of time and to the bounds of the
universe unless earlier terminated by the written agreement of the
Parties.
IN
WITNESS WHEREOF, the Parties have executed and delivered this
Termination as of the Execution Date.
|
“LICENSOR”
LEVEL
BRANDS INC.
By:
/s/ Xxxxxx Xxxxxxxxxx
Name:
Xxxxxx Xxxxxxxxxx
Title:
Chief Executive Officer
|
“LICENSEE”
ISODIOL
INTERNATIONAL INC.
By:
/s/ Xxxxxx Xxxxxxxx
Name:
Xxxxxx Xxxxxxxx
Title:
Chief Executive Officer
|
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