Exhibit
10.68
FIRST AMENDMENT TO LICENSE AGREEMENT
THIS FIRST AMENDMENT
("First Amendment")
is entered into as of January 19,
2018
,
by and between
Isodiol International
Inc.
, a Canadian
corporation
("Licensee")
, and
Level Brands, Inc.,
a North Carolina corporation
("Licensor"),
and amends, modifies, and supplements
that certain License Agreement dated as of December 30, 2017
between the parties (the “
Agreement
”)
.
1.
Declaration
of Intent
. The intent of this
First Amendment is to amend, modify, and supplement the Agreement
for the purpose of extending the initial term of the subject
license from five (5) years to ten (10) years and expanding the
territory to which the subject license applies from the United
States of America and Canada to worldwide.
2.
Term
.
Section
1.2
of the Agreement is hereby
amended, modified, and superseded in its entirety
by,
deleting
the following prior text (strikethrough):
1.2
Term
. The term of this
Agreement shall commence on the Effective Date as set forth above
and end on the fifth anniversary of the date hereof, plus any
extensions or renewals (the “Term”); provided, that
after such five (5) year anniversary or any extension or renewal,
the Term shall be automatically extended for additional two (2)
year periods unless terminated by either Party by providing notice
to the other Party not less than ninety (90) days prior to the
expiration of any such term, extension or
renewal.
and
adding the following new text (underlined):
1.2
Term. The term of this Agreement shall commence on the Effective
Date as set forth above and end on the tenth anniversary of the
date hereof, plus any extensions or renewals (the
“Term”); provided, that after such ten (10) year
anniversary or any extension or renewal, the Term shall be
automatically extended for additional two (2) year periods unless
terminated by either Party by providing notice to the other Party
not less than ninety (90) days prior to the expiration of any such
term, extension or renewal.
3.
Territory
.
Section
1.4
of the Agreement is hereby
amended, modified, and superseded in its entirety
by,
deleting
the following prior text (strikethrough):
1.4
Territory
.
The territory shall be all jurisdictions in the United States of
America and Canada in which Licensee is in compliance with all
applicable jurisdictional laws
(“Territory”).
and
adding the following new text (underlined):
1.4
Territory. The territory shall be all jurisdictions throughout the
world and to the ends of the universe, including, but not limited
to, the United States of America and Canada, in which Licensee is
in compliance with all applicable jurisdictional laws
(“Territory”).
4.
Capitalized
Terms
. Capitalized terms used
but not defined herein shall have the meanings attributed to them
in the Agreement.
5.
Effectiveness
.
Except as expressly set forth herein, the Agreement shall remain in
full force and effect in accordance with its
terms.
6.
Counterparts
.
This First Amendment may be executed in two or more counterparts;
each of which shall be deemed an original, but all of which
together shall constitute one and the same
instrument.
IN
WITNESS WHEREOF, the Parties hereto have caused this instrument to
be duly executed as of the day and year first above
written.
On
Behalf of Licensor
Level Brands, Inc.
By:
/s/ Martin A.
Sumichrast
Name:
Martin A.
SumichrastTitle:
CEO
|
On Behalf of
Licensee
Isodiol International, Inc.
By:
/s/ Marcos Agramont
Name:
Marcos
AgramontTitle:
CEO
|
Exhibit 99.1
Kathy Ireland And Level Brands Announce
Extension of License Agreement With Isodiol International,
Inc.
Term of License Agreement Extended to 10 years, Territory Expanded
to Worldwide
Charlotte,
N.C. -- January 22, 2018. Kathy Ireland, Chairman Emeritus and
Chief Brand Strategist of
Level Brands, Inc.
(NYSE
American: LEVB)
, an
innovative marketing and licensing company that provides bold,
unconventional and socially responsible branding for leading
businesses, along with Vancouver-based Isodiol International
Inc.,
(CSE: ISOL) (OTCQB: ISOLF)
(FSE: LB6A.F
)
,
a global Bioactive Phytoceutical
innovator specializing in the development of pharmaceutical and
wellness products, jointly announced today that
the
companies have signed an amendment to the License Agreement entered
into in December 2017 which extends the term from five years to 10
years, as well as expands the territorial coverage from North
America to worldwide. This amendment was entered into after the
parties concluded the go/no go discussions contemplated under the
terms of the License Agreement.
Kathy
Ireland said “Our vision is that Isodiol will become the
leading CBD company in the world. When customers, investors,
distributors, retailers and the media think of CBD, our goal is
that they will think Isodiol. The CBD market is at its infancy, and
we believe, based on our research and decades of brand building,
that the CBD industry will see enormous growth over the next decade
on a worldwide basis. We look forward to working with the Isodiol
team to execute on a multi-faceted marketing strategy that we feel
will enable Isodiol to grow its bulk and private label businesses,
as well as be able to rapidly go to market with specialized branded
lines of unique and best in class products. The Isodiol product
portfolio will include body balms, tinctures, personal care,
nano-mist and functional beverages. We believe that these new
Isodiol products, which are derived from hemp and are 99%+
pure, bioactive and pharmaceutical grade and are under the
kathy ireland Health & Wellness license will gain acceptance
and advocacy worldwide. We also intend to utilize IM’1,
Tommy Meharey, Chef Andre Carthen, Nicholas Walker and Beauty &
Pin-Ups brands in our relationship with Isodiol. One of the many
responsibilities in this new venture is, for me personally, to
serve as Educator in Chief about cannabidiol. Isodiol is leading
the strategy for the appropriate uses of hemp derivatives, and
Isodiol products are free of THC. It’s ironic that
people find controversy in the powerfully useful hemp plant.
Without THC, hemp has many natural and important uses, which are
beneficial in countless ways. We need people to please understand,
that hemp, without THC, is similar to a grape without fermentation.
I believe that what the Isodiol team has done is bring the best
qualities of hemp-derived CBD to market without any psychotropic
element, whatsoever.”
Marcos
Agramont, CEO of Isodiol said, “Upon further discussion with
Kathy Ireland and the Level Brands team, it became clear that both
sides share a common goal, which is to help people around the globe
understand how cannabidiol is beneficial for the human body. With
this expanded agreement, we will now be able to introduce a variety
of Isodiol brands to Kathy’s extremely large network around
the globe. Overall, Level Brands is innovative in licensing,
marketing and brand management and this will further assist Isodiol
in providing consistent and highly bioactive products. The
opportunity to increase this partnership from North America to
worldwide is something that we believe will have a tremendous
impact on Isodiol in the short and long term.”
Martin
Sumichrast, Chairman and CEO of Level Brands said “We believe
that the technology that the Isodiol team has acquired and is
acquiring will allow Isodiol to be at the forefront of the CBD
industry. Level Brands and Isodiol have embarked on a decade long
partnership which has the potential to not only sell a significant
amount of consumer branded products worldwide but also bring to
market new innovative means that I believe will provide consumers
the benefits of CBD. We are incredibly grateful for this
opportunity and the leadership that Kathy and the team at kathy
ireland
®
Worldwide has and will provide to Level Brands and the team at
Isodiol.”
Under
the License Agreement, Isodiol will work with Level Brands to
develop consumer products for its kathy ireland® Health &
Wellness brand, and for Level Brands subsidiary I’M1, the
company’s lifestyle brand for men, as well as products under
the Chef Andre Carthen and Nicholas Walker brands, which are
licensed by Level Brands. Encore Endeavor One (EE1), Level
Brands’ corporate brand management subsidiary and producer of
experiential entertainment events, will provide strategic advisory
services for the new product lines. Level Brands will receive an
initial US$2 million payment in the form of Isodiol shares and
initial cash payments of US$62,500 due at execution of the
licensing agreement and on June 30, 2018. During the term of the
agreement Level will also receive US$750,000 per quarter in the
form of Isodiol shares and a 3% royalty on all gross sales of
branded products. No additional consideration was issued for
the expanded territorial coverage from North America to
worldwide.
kathy
ireland® Health & Wellness, I’M1 and EE1 are led in
marketing and creative by Stephen Roseberry, President and Chief
Marketing Officer of kathy ireland® Worldwide (kiWW®),
together with kiWW®’s Global Creative Director, Jon
Carrasco. I’M1 was co-founded by Kathy Ireland and Tommy
Meharey - Marine, millennial father, global fashion model,
concert producer, Vice President of
kathy ireland
® Weddings &
Resorts, as well as the youngest Board of Directors member
of
kathy
ireland
® Worldwide. EE1 was co-founded by Ireland
and Nic Mendoza, heir to a family legacy with generations of
extraordinary musical success.
Level
Brands is committed to social responsibility, with each partner,
client, and licensee supporting its Millennium Development Goals to
improve the condition of lives around the world. Through this
licensing agreement, Isodiol has made a corporate culture and
financial commitment to support these goals with an emphasis on
health and wellness.
About
Level Brands, Inc. (
www.LevelBrands.com
)
Level
Brands creates bold, unconventional and socially responsible
branding for leading businesses. With a focus on corporate brand
management and consumer products marketing art, beauty, fashion,
health and wellness including the beverage space, entertainment,
and real estate. Licensed brand marketing is at the core of the
Level Brand businesses: Ireland Men One or I'M1, for millennial men
and the women who love them; Encore Endeavor One or EE1, corporate
brand management and producer of experiential entertainment events
and products across multiple platforms; kathy ireland® Health
& Wellness; Beauty & Pin-Ups, Level Brands' hair care and
disruptive women's products brand.
About
Isodiol International Inc. (
www.Isodiol.com
)
Isodiol
International, Inc. is the market leader in pharmaceutical grade
phytochemical compounds and the industry leader in the
manufacturing and development of phytoceutical consumer products.
Isodiol is the pioneer of many firsts for the cannabis industry
including commercialization of 99%+ pure, bioactive pharmaceutical
grade cannabinoids, micro-encapsulations, and nanotechnology for
the highest quality consumable and topical skin care products.
Isodiol's growth strategy includes the development of
over-the-counter and pharmaceutical drugs, expanding its
phytoceutical portfolio, and aggressively continuing its
international expansion into Latin America, Asia, and
Europe.
Forward-Looking
Statements for Level Brands, Inc.
This
press release contains certain forward-looking statements that are
based upon current expectations and involve certain risks and
uncertainties within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. Such forward-looking statements can
be identified by the use of words such as ''should,'' ''may,''
''intends,'' ''anticipates,'' ''believes,'' ''estimates,''
''projects,'' ''forecasts,'' ''expects,'' ''plans,'' and
''proposes.'' These forward-looking statements are not guarantees
of future performance and are subject to risks, uncertainties, and
other factors, some of which are beyond our control and difficult
to predict and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements,
including, without limitation, statements made with respect to
expectations of Isodiol International Inc.'s ability to introduce
products under the terms of the License Agreement and the level of
any future sales of those products. You are urged to carefully
review and consider any cautionary statements and other
disclosures, including the statements made under the heading "Risk
Factors" in Level Brands, Inc.’s Annual Report on Form 10-K
for the fiscal year ended September 30, 2017 as filed with the
Securities and Exchange Commission (the "SEC") on December 26, 2017
and our other filings with the SEC. Level Brands, Inc. does not
undertake any duty to update any forward-looking statements except
as may be required by law.
Contacts
Guttman Associates PR & Marketing
Rona Menashe, 310-246-4600
Executive Vice President
rona@guttmanpr.com