Side Letter Agreement Amending Common Stock Purchase Agreement between cbdMD, Inc. and Keystone Capital Partners, LLC (March 10, 2023)
This agreement is a side letter between cbdMD, Inc. and Keystone Capital Partners, LLC, amending a previous side letter and clarifying terms in their Common Stock Purchase Agreement dated February 26, 2023. It specifies that references to the NYSE American exchange are defined as "NYSE" and that "at market" pricing means the higher of the book or market value of the company's common stock, as per NYSE American rules. Both parties have agreed to these clarifications as of March 10, 2023.
Exhibit 10.20
cbdMD, Inc.
8845 Red Oak Blvd, Charlotte, NC 28217
March 10, 2023
Keystone Capital Partners, LLC
139 Fulton Street, Suite 412
New York, NY 10038
Attention: Fredric G. Zaino
Re: Side Letter Agreement
Mr. Zaino:
This Side Letter Agreement amends and restates the Side Letter Agreement dated March 3, 2023. Reference is hereby made to that certain Common Stock Purchase Agreement made and entered into as of February 26, 2023 (this “Agreement”), by and among Keystone Capital Partners, LLC and cbdMD, Inc. Subject to the terms and conditions of the Agreement, the parties acknowledge that for purposes of the Agreement, the NYSE American is defined as “NYSE”. Furthermore, each reference to “at market” under the Agreement is defined under applicable NYSE American rules as the greater of book or market value of the Common Stock of the Company.
The undersigned hereby execute and deliver this Agreement as of the date first set forth above. This Agreement 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.
Sincerely,
cbdMD, Inc.
By: /s/ T. Ronan Kennedy
T. Ronan Kennedy, Chief Financial Officer
Acknowledged and agreed:
Keystone Capital Partners, LLC
By: /s/ Frederic G. Zaino
Name: Frederic G. Zaino
Title: CIO
