EXTENSION AND FOURTH AMENDING AGREEMENT TO NAME AND LIKENESS AND LICENSE AGREEMENT
Exhibit 10.1
EXTENSION AND FOURTH AMENDING AGREEMENT TO NAME AND LIKENESS AND LICENSE AGREEMENT
This Extension and Fourth Amending Agreement to Name and Likeness and License Agreement (this “Extension Agreement”) is made to effective as of September 30, 2022 (“Effective Date”), by and between Leeland & Sig LLC d/b/a ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Brand Company, a Colorado limited liability company (“Licensor”), Charlotte's Web, Inc., a Delaware corporation (“CWB” or the “Company”)), 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.”
RECITALS
WHEREAS the Licensor, CWB Holdings, Inc. and Pubco entered into a Name and Likeness and License Agreement dated August 1, 2018 (the “Original Agreement”); and
WHEREAS on August 30, 2018, CWB Holdings, Inc. merged into ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc. pursuant to a merger agreement, with the surviving entity changing its name to Charlotte's Web, Inc. and being a wholly-owned subsidiary of Pubco;
WHEREAS the Parties entered into an Amending Agreement to Name and Likeness Agreement effective April 16, 2021 (the “First Amending Agreement”) pursuant to which, among other amendments, the term of the Original Agreement was extended to July 31, 2022, an Extension and Second Amending Agreement to Name and Likeness and License Agreement (the ”Second Amending Agreement”) pursuant to which the term of the Original Agreement was extended to August 30, 2022, an Extension and Third Amending Agreement to Name and Likeness Agreement (the “Third Amending Agreement”), pursuant to which the term of the Original Agreement was extended to September 30, 2022 (the “Amended Term”) The First Amending Agreement, Second Amending Agreement and Third Amending Agreement are referred to collectively herein as the “Amending Agreements”; and
WHEREAS the Parties wish to amend the Original Agreement and the Amending Agreements to extend the Amended Term;
NOW, THEREFORE, in consideration of the mutual promises herein contained, it is hereby agreed:
article 1 - INTERPRETATION
1.1 Incorporation of Original Agreement and Amending Agreements. This Extension Agreement is supplemental to and shall be read in conjunction with the Original Agreement and the Amending Agreements, and the Original Agreement, the Amending Agreements, and this Extension Agreement shall have effect so far as practicable as if all the provisions thereof and hereof were contained in one document.
1.2 Effect on the Original Agreement and the Amending Agreements. Except as specifically amended in this Extension Agreement, the Parties hereby confirm that the Original Agreement and the Amending Agreements, and their terms and conditions, are and shall remain in full force and effect and are hereby ratified. To the extent there is any inconsistency between the Original Agreement, the Amending Agreements and this Extension Agreement, the terms of this Extension Agreement shall prevail and supersede the Original Agreement and the Amending Agreements.
1.3 Defined Terms. All terms used but not defined herein shall find their meaning in the Original Agreement.
ARTICLE 2 - EFFECTIVE DATE OF AMENDMENTS
2.1 The amendments contained in this Extension Agreement shall become effective as of the Effective Date of this Extension Agreement.
ARTICLE 3 - AMENDMENTS
3.1 Section 8(a) of the Original Agreement shall be deleted in its entirety and replaced with the following:
“(a) Term. Unless otherwise terminated in accordance with the provisions of this Section 8, this Agreement shall commence on the Effective Date and shall terminate on December 31, 2022 (the “Term”).”,
3.2 Section 3.14 of the First Amending Agreement shall be deemed superseded by Section 3.1 of this Extension Agreement.
3.3 Section 3.1 of the Second Amending Agreement shall be deemed superseded by Section 3.1 of this Extension Agreement.
3.4 Section 3.1 of the Third Amending Agreement shall be deemed superseded by Section 3.1 of this Extension Agreement
3.5 The following Section 2(f) shall be added to the Original Agreement:
“The Company shall pay a $1,500 per diem (“Event Participation Fee”) in respect of each Brother who, at the prior written request of the Chief Executive Officer of the Company, attends or participates in any of the following events and provided such events are conducted for the purpose of, and the applicable Brother’s participation is predominantly in support of, the furtherance of Company business: (i) customer meetings; (ii) strategic partner meetings; (iii) speaking engagements; (iv) presentations; (v) social media postings; (vi) podcasts; (vi) public relations events; (vii) media interviews; (viii) trade show appearances; and (ix) events substantively similar to any of the foregoing (collectively “Company Activities”). The Event Participation Fee will be payable within ten (10) calendar days of the end of the quarter in which the Company Activity occurred.”
ARTICLE 4 - MISCELLANEOUS
4.1 Further Assurances. The Parties hereto shall from time to time do all such further acts and things and execute and deliver all such documents as are required in order to effect the full intent of and fully perform and carry out the terms of this Extension Agreement.
4.2 Inurement. This Extension Agreement shall inure to the benefit of and shall be binding upon the Parties hereto and their respective successors and permitted assigns.
4.3 Counterparts. This Extension Agreement may be executed in any number of counterparts and delivered by facsimile or electronic mail and all such counterparts taken together shall be deemed to constitute one and the same instrument.
4.4 Whole Agreement; Only Written Amendments. The Original Agreement, the Amending Agreements, and this Extension Agreement constitute the whole and entire agreement between the Parties hereto regarding the subject matter hereof and thereof and cancel and supersede any prior agreements, undertakings, declarations, commitments, representations, written or oral, in respect thereof. Any provision of this Extension Agreement may only be amended if the Parties so agree in writing.
4.5 Time. Time is of the essence for all purposes of this Extension Agreement.
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IN WITNESS WHEREOF the Parties have executed this Extension Agreement as of the date first written above.
| Licensees: | Licensor: | |
| Charlotte’s Web, Inc. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO, Director |
Leeland & Sig LLC d/b/a/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Brand Holding Co By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Board of Managers | |
| Charlotte’s Web Holdings, Inc. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO, Director |