SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 2nd, 2024 • cbdMD, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 30, 2024, by and between cbdMD, Inc., a North Carolina corporation (the “Company”), and each lender party that executes the signature page hereto as a purchaser (each, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 2nd, 2024 • cbdMD, Inc. • Perfumes, cosmetics & other toilet preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 30, 2024 between cbdMD, Inc. a North Carolina corporation (the “Company”), and each of the several purchasers that is a signatory to the Purchase Agreement (each such purchaser, a “Purchaser” or “Holder” and, collectively, the “Purchasers” or “Holders”).
SECURITY AGREEMENTSecurity Agreement • February 2nd, 2024 • cbdMD, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of January 30, 2024, between cbdMD, Inc., a North Carolina corporation (the “Company”), with corporate headquarters at 8845 Red Oak Boulevard, Charlotte, North Carolina 28217 (the Company, each Subsidiary, and each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, which shall include all Subsidiaries of the Company formed or acquired after the date hereof are hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”) and [ ], in its capacity as a “Purchaser” and as Collateral Agent for the benefit of itself as a Purchaser (together with its successors and permitted assigns, each a “Secured Party” and collectively, the “Secured Parties”) who execute this Agreement.
cbdMD, Inc. 8% Senior Secured Original Issue 20% Discount Convertible Promissory NotecbdMD, Inc. • February 2nd, 2024 • Perfumes, cosmetics & other toilet preparations
FOR VALUE RECEIVED, cbdMD, Inc., a North Carolina corporation (the “Maker” or the “Company”), hereby promises to pay to the order of [ ], or its registered assigns (the “Holder”) the principal sum of $[ ] (the “Principal Amount”) pursuant to the terms of this 8% Senior Secured Original Issue 20% Discount Convertible Promissory Note (this “Note”). In exchange for delivery of the Note on the Original Issuance Date referred to above, the Holder shall lend the Maker $[ ] in United States dollars net of an original issuance discount of $[ ].
