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 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.”‎


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 Stanley Brothers 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.‎


‎[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK‎]


 


 


 




    	 



    	 



    

 


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/ Jacques Tortoroli

Name:  Jacques Tortoroli

Title:    CEO, Director	 	Leeland & Sig LLC d/b/a/ Stanley Brothers Brand Holding Co





By:       /s/ Jesse Stanley

Name:  Jesse Stanley

Title:    Board of Managers
	Charlotte’s Web Holdings, Inc.





By:       /s/ Jacques Tortoroli

Name:  Jacques Tortoroli

Title:    CEO, Director