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
SUBSCRIPTION AGREEMENT between BT DE INVESTMENTS INC. and CHARLOTTE’S WEB HOLDINGS, INC. NOVEMBER 14, 2022Subscription Agreement • November 23rd, 2022 • Charlotte's Web Holdings, Inc. • Agricultural production-crops • Ontario
This SUBSCRIPTION AGREEMENT dated November 14, 2022 (this “Agreement”) is made by and between BT DE INVESTMENTS INC., a corporation existing under the Laws of the State of Delaware (the “Purchaser”), and CHARLOTTE’S WEB HOLDINGS, INC., a corporation existing under the Act (the “Company”).
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;
CHARLOTTE’S WEB, INC. Employee Confidentiality, Non-Disclosure, Non-Compete, Invention Assignment and Conflict of Interest AgreementInterest 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.”
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 CORPORATIONAgreement and Plan of Merger • 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”).
EXTENSION AND THIRD AMENDING AGREEMENT TO NAME AND LIKENESS AND LICENSE AGREEMENTExtension and Third Amending Agreement • September 2nd, 2022 • Charlotte's Web Holdings, Inc. • Agricultural production-crops
This Extension and Third Amending Agreement to Name and Likeness and License Agreement (this “Extension Agreement”) is made to effective as of August 31, 2022 (“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.”
MANUFACTURING AND SALES LICENSE AGREEMENTManufacturing and Sales License Agreement • November 4th, 2022 • Charlotte's Web Holdings, Inc. • Agricultural production-crops • Ontario
This Manufacturing and Sales License Agreement (this “Agreement”) is entered into and made effective as of October 31, 2022 (the “Effective Date”), by and between Aphria, Inc., an Ontario corporation (the “Company”) with a registered office at 98 Talbot St. W., Leamington, ON N8H 1M8, and Charlotte’s Web, Inc., a Delaware, USA corporation headquartered at 700 Tech Ct., Louisville, CO 80027 (“CW”). Each of the Company and CW are referred to herein as a “Party” and collectively as the “Parties.”
INVESTOR RIGHTS AGREEMENT between BT DE INVESTMENTS INC. and CHARLOTTE’S WEB HOLDINGS, INC. NOVEMBER 14, 2022Investor Rights Agreement • November 23rd, 2022 • Charlotte's Web Holdings, Inc. • Agricultural production-crops • Ontario
This INVESTOR RIGHTS AGREEMENT dated November 14, 2022 (this “Agreement”) is made by and between BT DE INVESTMENTS INC., a corporation existing under the Laws of the State of Delaware (the “Security Holder”), and CHARLOTTE’S WEB HOLDINGS, INC., a corporation existing under the Laws of the Province of British Columbia (the “Company”).
SUBLEASECharlotte's Web Holdings, Inc. • November 5th, 2021
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 SUBLEASECharlotte's Web Holdings, Inc. • November 5th, 2021 • 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”)
FIRST AMENDMENT TO PROMOTIONAL RIGHTS AGREEMENTPromotional Rights Agreement • March 21st, 2024 • Charlotte's Web Holdings, Inc. • Agricultural production-crops
This First Amendment to the Promotional Rights Agreement (this “First Amendment”) effective as of January 1, 2024 (the “First Amendment Effective Date”) is between MLB Advanced Media, L.P. (“Licensor”), on its own behalf and on behalf of Major League Baseball Properties, Inc., the Office of the Commissioner of Baseball, The MLB Network, LLC and the Major League Baseball Clubs, and Charlotte’s Web, Inc. (“Licensee”) and shall modify that Promotional Rights Agreement, effective between the Parties as of October 11, 2022 (the “Agreement”). Each of Licensor and Licensee shall be referred to herein individually as a “Party” and collectively as the “Parties.” In consideration of the mutual promises and covenants set forth herein, the parties agree as follows:
Employment AgreementEmployment Agreement • June 21st, 2022 • Charlotte's Web Holdings, Inc. • Agricultural production-crops
This Agreement (the “Agreement”) is made and entered into as of June 19th 2022 (the “Effective Date”) by and between Gregory A. Gould 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”).
EXTENSION AND SIXth AMENDING AGREEMENT TO NAME AND LIKENESS AND LICENSE AGREEMENTExtension and Sixth Amending Agreement • July 3rd, 2023 • Charlotte's Web Holdings, Inc. • Agricultural production-crops
This Extension and Sixth Amending Agreement to Name and Likeness and License Agreement (this “Extension Agreement”) is made to effective as of June 30, 2023 (“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” 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.”
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 AGREEMENTAmending 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."
EXTENSION AND FOURTH AMENDING AGREEMENT TO NAME AND LIKENESS AND LICENSE AGREEMENTExtension and Fourth Amending Agreement • October 4th, 2022 • Charlotte's Web Holdings, Inc. • Agricultural production-crops
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 Stanley Brothers 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.”
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).
PROMOTIONAL RIGHTS AGREEMENTPromotional Rights Agreement • March 23rd, 2023 • Charlotte's Web Holdings, Inc. • Agricultural production-crops • New York
This PROMOTIONAL RIGHTS AGREEMENT (this “Agreement”) is between MLB Advanced Media, L.P. (“MLBAM” or “Licensor”), on its own behalf and on behalf of Major League Baseball Properties, Inc. (“MLBP”), the Office of the Commissioner of Baseball (“BOC”), The MLB Network, LLC (“MLBN”) and the Major League Baseball Clubs (each a “Club,” and collectively, the “Clubs”), and the entity identified below (“Licensee”). Capitalized terms utilized herein are defined throughout.
EXTENSION AND Fifth AMENDING AGREEMENT TO NAME AND LIKENESS AND LICENSE AGREEMENTExtension and Fifth Amending Agreement • February 22nd, 2023 • Charlotte's Web Holdings, Inc. • Agricultural production-crops
This Extension and Fifth Amending Agreement to Name and Likeness and License Agreement (this “Extension Agreement”) is made to effective as of February 17, 2023 (“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” 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.”
WAIVER AND FIRST AMENDMENT TO SECURED PROMISSORY NOTECharlotte's Web Holdings, Inc. • March 24th, 2022 • Agricultural production-crops • New York
THIS WAIVER AND FIRST AMENDMENT TO SECURED PROMISSORY NOTE dated as of March 22, 2022 (this “Agreement”) is among each of JESSE STANLEY, an individual residing in the State of Colorado (including his heirs, executors, administrators, personal representatives, successors and assigns, “Stanley”), MATTHEW LINDSEY, an individual residing in the State of Colorado, the trustee (in such capacity, including his heirs, executors, administrators, personal representatives, successors and assigns, collectively the “Trustee”) of the MASTER AND A HOUND IRREVOCABLE TRUST, a trust established under the laws of State of Colorado (the “Trust” and together with Stanley, collectively the “Borrower”) and CHARLOTTE’S WEB HOLDINGS, INC. (including its successors and assigns, the “Lender”), in connection with that certain Secured Promissory Note dated as of November 13, 2020 in the principal amount of US$1,000,000 issued by the Borrower to and in favour of the Lender (the “Secured Note”).
CHARLOTTE’S WEB, INC.Charlotte's Web Holdings, Inc. • September 13th, 2023 • Agricultural production-crops • Colorado
We are very pleased to extend to you this offer of employment for the position of Chief Executive Officer of Charlotte’s Web Holdings, Inc. (the “Company”). This offer letter (the “Agreement”) sets forth the terms and conditions of your employment with the Company, effective September 13, 2023 (the “Start Date”).
SUBLEASE AGREEMENTSublease Agreement • December 22nd, 2021 • Charlotte's Web Holdings, Inc. • Agricultural production-crops • Colorado
THIS SUBLEASE AGREEMENT (this “Agreement”) is made as of the 11 day of May, 2021, by and between Molson Coors Beverage Company, a Delaware corporation (f/k/a Molson Coors Brewing Company, referred to herein as “Tenant” or “Sublandlord”), and Charlotte’s Web, Inc., a Delaware corporation Subtenant.
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: ***.Letter Agreement • 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”).
FIRST AMENDMENT TO SUBLEASE AGREEMENTSublease Agreement • December 22nd, 2021 • Charlotte's Web Holdings, Inc. • Agricultural production-crops • Colorado
THIS FIRST AMENDMENT TO SUBLEASE AGREEMENT (this “Amendment”) is made as of the 15 day of June, 2021, by and between Molson Coors Beverage Company, a Delaware corporation (f/k/a Molson Coors Brewing Company, referred to herein as “Tenant” or “Sublandlord”), and Charlotte’s Web, Inc., a Delaware corporation (“Subtenant”).
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: ***.
Subscription AgreementSubscription Agreement • March 23rd, 2023 • Charlotte's Web Holdings, Inc. • Agricultural production-crops • New York
THE OFFER AND SALE OF THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.
ContractS 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.
CHARLOTTE’S WEB, INC.Charlotte's Web Holdings, Inc. • November 5th, 2021 • Colorado
Employee Confidentiality, Non-Disclosure, Non-Compete, Invention Assignment and Conflict of Interest Agreement 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 May 15, 2019 (the “Effective Date”). Employer and Employee are collectively referred to in this Agreement as the “Parties.”
LIMITED WAIVER TO CREDIT AGREEMENTCredit 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.
