1,350,000 SHARES OF COMMON STOCK cbdMD, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • May 3rd, 2023 • cbdMD, Inc. • Perfumes, cosmetics & other toilet preparations • New York
The undersigned, cbdMD, Inc., a company incorporated under the laws of North Carolina (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of cbdMD, Inc. (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
REPRESENTATIVE COMMON STOCK PURCHASE WARRANT CBDMD, INC.Security Agreement • May 3rd, 2023 • cbdMD, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS REPRESENTATIVE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after November 3, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 30, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from cbdMD, Inc., a North Carolina corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to the Underwriting Agreement (as defined below).
