FORM OF CLOSING ESCROW AGREEMENTForm of Closing Escrow Agreement • October 12th, 2017 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This CLOSING ESCROW AGREEMENT (this “Agreement”) dated as of this ___ day of ________, 2017 by and among Level Brands, Inc., a North Carolina corporation (the “Company”), having an address at 4521 Sharon Road., Suite 407 Charlotte, NC 28211; Joseph Gunnar & Co. LLC a _________ limited liability company having an address at 30 Broad Street, 11th Floor, New York, NY 10004 (“Lead Selling Agent”), and WILMINGTON TRUST, N.A. (the “Escrow Agent”), with its principal corporate trust office at 1100 North Market Street, Wilmington, Delaware 19890.
LEVEL BRANDS, INC. SELLING AGENCY AGREEMENTSelling Agency Agreement • October 12th, 2017 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
Terms of oral agreement between Encore Endeavor 1 LLC and Sandbox LLCTerms • October 12th, 2017 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations
Encore Endeavor 1 LLC ("EE1") has a general oral agreement with Sandbox LLC, an affiliate of a member of the board of directors of Level Brands, Inc., the parent company of EE1, under which Sandbox LLC may engage EE1 from time to time to provide a variety of services including, but not limited to, pre-production related services, consultation, media plans, strategy, marketing and travel arrangements, and concierge and hospitality services. Rates and terms of the specific services will be negotiated at the time EE1 is engaged to perform the services. In February 2017 EE1 arranged, coordinated and booked for Sandbox LLC certain travel concierge related services. Under the terms of the oral agreement, EE1 was paid $68,550 for the services and it was responsible for the payment of all third party out-of-pocket expenses incurred in the provision of the services to Sandbox LLC. .
Form of Selling Agent’s Warrant AgreementPurchase Common Stock • October 12th, 2017 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations
THIS WARRANT TO PURCHASE COMMON STOCK (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 ____, 2018 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Qualification Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from LEVEL BRANDS, INC., a North Carolina corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).
FORM OF SUBSCRIPTION AGREEMENT Common Stock In Level Brands, Inc.Subscription Agreement • October 12th, 2017 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This Subscription Agreement relates to my/our agreement to purchase__________________ shares of common stock, $0.001 par value per share (the “Shares”), to be issued by Level Brands, Inc., a North Carolina corporation (the “Company”), for a purchase price of $______ per Share, for a total purchase price of $____________________________ (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated__________ , 2017 (the “Offering Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.
FORM OF SUBSCRIPTION AGREEMENT Common Stock In Level Brands, Inc.Subscription Agreement • October 12th, 2017 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This Subscription Agreement relates to my/our agreement to purchase ________ shares of common stock, $0.001 par value per share, to be issued by Level Brands, Inc., a North Carolina corporation (the “Shares”), for a purchase price of $____per Share, for a total purchase price of $___________ (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated ____________, 2017 (the “Offering Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Offering Circular.
FORM OF SUBSCRIPTION AGREEMENT Common Stock of Level Brands, Inc.Subscription Agreement • October 12th, 2017 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations • North Carolina
This Subscription Agreement relates to my/our agreement to purchase shares of common stock, $0.001 par value per share (the “Shares”), to be issued by Level Brands, Inc., a North Carolina corporation (the “Company”), at a purchase price of $[___] per Share, subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated [__________], 2017 (the “Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.
