AMENDEDMENT #1 TO WHOLESALE LICENSE AGREEMENT
Exhibit 10.68
AMENDEDMENT #1 TO
THIS AMENDMENT NO. 1 TO LICENSE
AGREEMENT (“Agreement”)
is made and entered into as of this 30th day of January 2018 (the
“Effective
Date”), by and between xxxxx xxxxxxx® WorldWide,
Inc., a California corporation (“Licensor”),
and Level Brands, Inc., a North Carolina corporation
(“Licensee”).
Licensor and Licensee sometimes collectively referred to herein as
“Parties”
or, individually, as “Party.”
Background
A. On
September 8, 2017, the Parties entered into a Wholesale License
Agreement (“Original
Agreement”) whereby Licensor agreed to license certain
of its intellectual property to Licensee.
B. The
Parties now hereby desire to amend the Original Agreement as
contemplated herein to modify the term and payment terms to better
reflect the recent License Agreement between Licensee and Isodiol
International, Inc. which has been approved by
Licensor.
Agreement
In
consideration of the promises and mutual covenants contained
herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Licensor and Licensee
hereby agree as follows:
1. Capitalized Terms. All capitalized terms
used herein shall have the meanings assigned to them in the
Original Agreement unless the context hereof requires
otherwise.
2. Amendments.
a.
Section 2(a) of the Original
Agreement is hereby deleted in its entirety and the following
Section 2(a) shall be inserted in lieu thereof:
(a)
Marketing Fee. In addition to the Four
Hundred and Eighty Thousand Dollars (US $480,000) previously paid,
in exchange for the license granted hereunder, (i) within five days
of the date hereof, Licensee agrees to pay Licensor Four Hundred
Thousand Dollars (US $400,000), and (ii) on latter to occur of (1)
January 1, 2019, or (2) within thirty days following the receipt by
Licensee of at least Five Million Dollars (US $5,000,000) in Net
Proceeds (as defined below) from Sublicense Agreements, Licensee
agrees to pay Licensor an additional Three Hundred and Twenty
Thousand Dollars (US $320,000) (all $1,200,000, collectively, the
“Marketing Fee”).
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b.
Section 2(b) of the Original
Agreement is hereby deleted in its entirety and the following
Section 2(b) shall be inserted in lieu thereof:
(b)
Royalty. In further remuneration, (i)
commencing on the date hereof and continuing until the seventh
anniversary of the date hereof, Licensee shall pay Licensor
royalties in U.S. dollars in an amount of thirty three and one
third percent (33 1/3%) of the Licensee’s Net Proceeds, and
(ii) commencing on the seventh anniversary of the date hereof and
continuing until December 31, 2027, Licensee shall pay Licensor
royalties in U.S. dollars in an amount of thirty five percent (35%)
of the Licensee’s Net Proceeds (under clauses (i) and (ii)
above, collectively, the “Royalty”) under any
Sublicense Agreements during the term of this Agreement received by
Licensee or its affiliates, in the aggregate; provided, however, it
is understood and agreed that any Marketing Fees paid by Licensee
under Section 2(a) which have not previously been credited against
the Royalty shall be deducted from the Royalty payments due to
Licensor (or, credited against such Royalty). As used herein,
“Net Proceeds” means all advances, fees, royalties,
monies or other consideration paid or payable from a Sublicense
Agreement less: (i) conversion and transmittal costs of foreign
currency; (ii) adjustments, credits, allowances, rebates, and
refunds; (iii) taxes, excises, imports, duties, tariffs and customs
charges; (iv) collection and audit costs which may be incurred by
Licensee; (v) blocked currency; and (vi) any other fees and
expenses agreed to in writing by Licensor. No Royalty shall be
payable to Licensor until such Net Proceeds are collected from the
Sublicense Agreements.
b.
Section 3(a) of the Original
Agreement is hereby deleted in its entirety and the following
Section 3(a) shall be inserted in lieu thereof:
(a)
Term. This Agreement shall be effective
as of September 8, 2017 and remain in force and effect until
December 31, 2027.
2. No Other Amendment. Except as
specifically amended pursuant to this Amendment, the Original
Agreement remains in full force and effect in accordance with its
terms.
IN
WITNESS WHEREOF, the Parties hereto have caused this instrument to
be duly executed as of the day and year first above
written.
Licensor:
xxxxx xxxxxxx® WorldWide, Inc.
/s/
Xxxxx Ireland___________________
Name: Xxxxx
Ireland________________
Title:
CEO_______________________
Licensee:
/s/
Xxxxxx Sumichrast_______________
Name: Xxxxxx
Sumichrast__________
Title:
CEO__________________________
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