LIMITED WAIVER AND AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • November 5th, 2021 • Charlotte's Web Holdings, Inc. • New York
CREDIT AGREEMENT dated as of March 23, 2020 (as it may be amended or modified from time to time, this “Agreement”), among Charlotte’s Web, Inc., as Borrower, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
UNDERWRITING AGREEMENTUnderwriting Agreement • November 5th, 2021 • Charlotte's Web Holdings, Inc. • Ontario
The undersigned, Canaccord Genuity Corp. (the “Lead Underwriter”), as lead underwriter, Cormark Securities Inc., Eight Capital and PI Financial Corp. (together with the Lead Underwriter, the “Underwriters” and each individually an “Underwriter”), hereby severally, and not jointly and severally, offer and agree to purchase from Charlotte’s Web Holdings, Inc. (the “Company”), and the Company hereby agrees to issue and sell to the Underwriters, an aggregate of 10,000,000 units (each an “Initial Unit” and collectively, the “Initial Units”) of the Company, at the purchase price of $6.75 per Initial Unit (the “Purchase Price”), for aggregate gross proceeds of $67,500,000, upon and subject to the terms and conditions contained herein (the “Offering”). Each Initial Unit shall consist of one common share in the capital of the Company (each an “Initial Share” and collectively, the “Initial Shares”) and one-half of one common share purchase warrant of the Company (each whole common share purchase
CHARLOTTE’S WEB, INC. Employee Confidentiality, Non-Disclosure, Non-Compete, Invention Assignment and Conflict of Interest AgreementEmployee Confidentiality, Non-Disclosure, Non-Compete, Invention Assignment and Conflict of Interest Agreement • November 5th, 2021 • Charlotte's Web Holdings, Inc. • Colorado
This Employee Confidentiality, Non-Disclosure, and Conflict of Interest Agreement (“Agreement”) is entered into by and between Charlotte’s Web, Inc. (the “Employer” or “Company”), and the undersigned (the “Employee”) as of August 15, 20119 (the “Effective Date”). Employer and Employee are collectively referred to in this Agreement as the “Parties.”
ARRANGEMENT AGREEMENT BETWEEN ABACUS HEALTH PRODUCTS, INC. AND CHARLOTTE’S WEB HOLDINGS, INC. March 22, 2020Arrangement Agreement • November 5th, 2021 • Charlotte's Web Holdings, Inc. • Ontario
WHEREAS the Purchaser, proposes to acquire all of the outstanding Company Shares (as defined herein) pursuant to the Arrangement (as defined herein), as provided in this Agreement;
AGREEMENT AND PLAN OF MERGER AMONG CWB HOLDINGS, INC. A COLORADO CORPORATION CHARLOTTE’S WEB HOLDINGS, INC. A CORPORATION INCORPORATED IN BRITISH COLUMBIA AND STANLEY BROTHERS, INC. A DELAWARE CORPORATIONMerger Agreement • November 5th, 2021 • Charlotte's Web Holdings, Inc.
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of the 30th day of July, 2018 is made by and among CWB Holdings, Inc., a Colorado corporation (“CWB”), Charlotte’s Web Holdings, Inc., a corporation incorporated under the laws of the Province of British Columbia (“Parent”), and Stanley Brothers, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“AcquisitionCo” or the “Surviving Entity”).
SUBLEASESublease • November 5th, 2021 • Charlotte's Web Holdings, Inc.
THIS SUBLEASE (“Sublease”) is made and entered into as of May 31, 2019 (the “Effective Date”), by and between BOULDER BRANDS USA, INC., J Delaware corporation (f/k/a GFA BRANDS, INC.) (“Sublandlord”), and CHARLO E’S WEB, INC., a Delaware corporation (“Subtenant”).
FIRST AMENDMENT TO SUBLEASESublease • November 5th, 2021 • Charlotte's Web Holdings, Inc. • Texas
This FIRST AMENDMENT TO SUBLEASE ("Amendment") dated as of August 30, 2019 (the "Effective Date"), by and between BOULDER BRANDS USA, INC., a Delaware corporation (f/k/a GFA BRANDS, INC.) ("Sublandlord"), and CHARLOTTE'S WEB, INC., a Delaware corporation ("Subtenant").
SUBLEASESublease • November 5th, 2021 • Charlotte's Web Holdings, Inc.
THIS SUBLEASE ("Sublease") is made and entered into as of May 12th, 2021 (the "Effective Date"), by and among and CHARLOTTE'S WEB, INC., a Delaware corporation ("Sublandlord"), and Outside Interactive, Inc., a Delaware corporation (“Subtenant”)
ContractOption Purchase Agreement • November 5th, 2021 • Charlotte's Web Holdings, Inc. • Delaware
Certain identified information has been excluded from the exhibit pursuant to Items 601(a)(6)and 601(b)(10)(iv) of Regulation S-K. Redacted information is indicated by: ***.
AMENDING AGREEMENT TO NAME AND LIKENESS AND LICENSE AGREEMENTName and Likeness and License Agreement • November 5th, 2021 • Charlotte's Web Holdings, Inc.
This Amending Agreement to the Name and Likeness and License Agreement (this "Amending Agreement") is made to effective as of April 16, 2021 ("Effective Date"), by and between Leeland & Sig LLC d/b/a Stanley Brothers Brand Company, a Colorado limited liability company ("Licensor"), Charlotte's Web, Inc., a Delaware corporation ("CWB"), and Charlotte's Web Holdings, Inc., a British Columbia corporation ("Pubco" and together with CWB, the "Licensees"). Licensor and Licensees shall be referred to herein collectively as the "Parties" and each may be referred to individually as a "Party."
EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • November 5th, 2021 • Charlotte's Web Holdings, Inc. • Ontario
Canaccord Genuity Corp. (“Canaccord”) and BMO Nesbitt Burns Inc. (“BMO” and together with Canaccord, the “Agents”) understand that Charlotte’s Web Holdings, Inc. (the “Corporation”) has filed a short form base shelf prospectus dated May 5, 2021 (the “Base Shelf Prospectus”) with the securities regulatory authority in each of the Qualifying Jurisdictions (as defined herein) relating to the issue and sale of up to $350,000,000 aggregate amount of securities of the Corporation, including the Offered Shares (as defined herein), and has received a final receipt pursuant to the Passport System (as defined herein) evidencing that a final receipt for the Base Shelf Prospectus has been issued, or deemed to have been issued, by the regulators in each of the Qualifying Jurisdictions. The Agents further understand that, in filing the Base Shelf Prospectus, the Corporation has selected the OSC (as defined herein) as the principal regulator under Part 3 of NP 11-202 (as defined herein).
NAME AND LIKENESS AND LICENSE AGREEMENTName and Likeness and License Agreement • November 5th, 2021 • Charlotte's Web Holdings, Inc. • Colorado
This Name and Likeness and License Agreement (this “Agreement”) is made to effective as of August 1, 2018 (“Effective Date”), by and between Leeland & Sig LLC d/b/a Stanley Brothers Brand Company, a Colorado limited liability company, (“Licensor”), CWB Holdings, Inc., a Colorado corporation (“CWB”), and Charlotte’s Web Holdings, Inc., a British Columbia corporation (“Pubco” and together with CWB, the “Licensees”). Licensor and Licensees shall be referred to herein collectively as the “Parties” and each may be referred to individually as a “Party.”
Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K. Redacted information is indicated by: ***.Amendment to Offer Letter • November 5th, 2021 • Charlotte's Web Holdings, Inc. • Colorado
This letter agreement (this “Letter Agreement”) confirms our agreement regarding your employment with Charlotte’s Web Holdings, Inc. (the “Company”) effective as of October 2, 2020, and amends your offer letter agreement with the Company dated on or about April 26, 2019 (the “Offer Letter”).
Employment AgreementEmployment Agreement • November 5th, 2021 • Charlotte's Web Holdings, Inc. • Colorado
This Agreement (the “Agreement”) is made and entered into as of June 14th 2021 (the “Effective Date”) by and between Wessel Booysen a resident of Colorado (the “Employee”), and Charlotte’s Web, Inc., a Delaware corporation, with principal place of business at 1801 California St, Suite 4800 Denver, Colorado 80202 (the “Company”).
ContractTransition Employment Agreement • November 5th, 2021 • Charlotte's Web Holdings, Inc. • Colorado
Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K. Redacted information is indicated by: ***.
ContractDirector's Services Agreement • November 5th, 2021 • Charlotte's Web Holdings, Inc. • British Columbia
Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) of Regulation S-K. Redacted information is indicated by: ***.
CONSULTING AGREEMENTConsulting Agreement • November 5th, 2021 • Charlotte's Web Holdings, Inc. • Delaware
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into effective as of April 16, 2021 by and between Leeland & Sig, LLC d/b/a Stanley Brothers Brand Company, a Colorado limited liability company (the “Consulting Firm”), the Brothers (as defined in Section 1.2, solely with respect to those provisions identified in the signature blocks below), in their individual capacities, and Charlotte’s Web, Inc., a Delaware corporation (together with its parents, subsidiaries, affiliates and divisions, the “Company”) (referred to collectively as the “Parties” and individually as a “Party”), and sets forth the terms and conditions whereby Consulting Firm agrees to provide certain services to the Company.
LIMITED WAIVER TO CREDIT AGREEMENTLimited Waiver to Credit Agreement • November 5th, 2021 • Charlotte's Web Holdings, Inc. • New York
This LIMITED WAIVER TO CREDIT AGREEMENT (this “Agreement”) dated as of November 10 2020, is entered into by and among Charlotte’s Web, Inc., as Borrower, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
