Blueprint

0001654954-17-011511.txt : 20171212 0001654954-17-011511.hdr.sgml : 20171212 20171212080114 ACCESSION NUMBER: 0001654954-17-011511 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20171212 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20171212 DATE AS OF CHANGE: 20171212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Level Brands, Inc. CENTRAL INDEX KEY: 0001644903 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 473414576 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38299 FILM NUMBER: 171250886 BUSINESS ADDRESS: STREET 1: 4521 SHARON ROAD STREET 2: SUITE 450 CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 704-807-4032 MAIL ADDRESS: STREET 1: 4521 SHARON ROAD STREET 2: SUITE 450 CITY: CHARLOTTE STATE: NC ZIP: 28211 FORMER COMPANY: FORMER CONFORMED NAME: LEVEL BEAUTY GROUP, INC. DATE OF NAME CHANGE: 20150611 8-K 1 levb_8k.htm CURRENT REPORT Blueprint

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 12, 2017

LEVEL BRANDS, INC.

(Exact name of registrant as specified in its charter)

North Carolina	001-38299	47-3414576
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

4521 Sharon Road, Suite 407, Charlotte, NC 28211

(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (704) 445-5800

not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☑

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On December 11, 2017 Level Brands, Inc. entered into a Revolving Line of Credit Loan Agreement with Kure Corp., pursuant to which we agreed to lend Kure Corp. up to $500,000 to be used for the purchase of prefabricated intermodal container building systems. This credit line was provided in connection with Kure Corp.'s recent Master Purchase Agreement with SG Blocks, Inc. for the purchase of 100 repurposed shipping containers for its Kure Vape Pod™ initiative. Previously, in March 2017 our subsidiary, I | M 1, LLC, granted Kure Corp. a non-transferrable license to use the I'M1 marks solely for the sale, marketing and distribution of vaping liquids and vaping products through certain specified channels of distribution in the United States and from time to time we have provided various advisory services to Kure Corp. Furthermore, in August 2017 we were engaged by Kure to serve as an advisor to Kure Corp. and provide certain specified advisory services to it in consideration of 400,000 shares of Kure Corp.’s common stock, which was valued at $200,000, and $200,000 in cash.

Most recently, effective December 11, 2017 we entered into a services agreement with Kure Corp. to facilitate the “Vape Pod” transaction with the modular building systems vendor, SG Blocks, Inc., which is also a client of our company. Under the terms of this agreement we also agreed to facilitate the introduction to third parties in connection with Kure Corp.'s initiative to establish Vape Pod's at U.S. military base retail locations and advising and aid in site selection for Kure retail stores on military bases and adjoining convenience stores, gas stations, and other similar retail properties utilizing Kure Corp.'s retail Vape Pod concept, among other services. As compensation for this recent agreement, we were issued 400,000 shares of Kure Corp.'s common stock which was valued at $200,000.

Under the terms of the Revolving Line of Credit Loan Agreement, Kure Corp. issued us a $500,000 principal amount secured promissory note, which bears interest at 8% per annum, and which matures on the earlier of one year from the issuance date or when Kure Corp. receives gross proceeds of at least $2,000,000 from the sale of its equity securities. As collateral for the repayment of the loan, pursuant to a Security Agreement we were granted a first position security interest in Kure Corp.'s inventory, accounts and accounts receivable. Our CEO and Chairman is the past Chairman of Kure Corp. and currently a minority shareholder of Kure Corp. Level Brands is also a shareholder of Kure Corp. Therefore due to the series of transactions by and between Level Brands, Inc. and Kure Corp., Kure Corp. is deemed to be a related party.

The description of the transactions contemplated by the August 2017 advisory agreement, the November 2017 services agreement, Revolving Line of Credit Loan Agreement and Security Agreement set forth herein do not purport to be complete and are each qualified in its entirety by reference to the full text of the exhibits filed herewith and incorporated by this reference.

Item 7.01. Financial Statement and Exhibits.

On December 12, 2017, Level Brands, Inc. and Kure Corp. issued a joint press release announcing the Master Purchase Agreement with SG Blocks, Inc. and the extension of the $500,000 credit line by Level Brands, Inc. to Kure Corp. A copy of this press release is furnished as Exhibit 99.1 to this report.

Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of Level Brands, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statement and Exhibits.

(d)	Exhibits:

10.62	Form of Agreement dated August 1, 2017 by and between Level Brands, Inc. and Kure Corp.*
10.63	Form of Agreement dated December 12, 2017 by and between Level Brands, Inc. and Kure Corp. *
10.64	Form of Revolving Line of Credit Loan Agreement dated December 12, 2017 by and between Level Brands, Inc. and Kure Corp.*
10.65	Form of Security Agreement dated December 12, 2017 by and between Level Brands, Inc. and Kure Corp.*
10.66	Form of Promissory Note in the principal amount of $500,000 dated December 12, 2017 due from Kure Corp.*
99.1	Press Release dated December 12, 2017*

*	filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LEVEL BRANDS, INC.

Date: December 12, 2017	By:	/s/ Mark Elliott
		Chief Financial Officer and Chief Operating Officer

EX-10.62 2 levb_ex10-62.htm FORM OF AGREEMENT DATED AUGUST 1, 2017 BY AND BETWEEN LEVEL BRANDS, INC. AND KURE CORP. Blueprint

Exhibit 10.62

August 1, 2017

Mr. Craig Brewer

Chief Executive Officer

Kure Corp

Westinghouse Blvd

Charlotte, NC

Re: Advisory Agreement

Dear Mr. Brewer:

Pursuant to this advisory agreement (“Agreement”) Kure Corp a Florida corporation (the “Client”) has agreed to engage Level Brands Inc, a North Carolina company (“LEVEL”), on a non-exclusive basis, to perform services related to business advisory matters pursuant to the terms and conditions set forth herein.

Services. LEVEL shall act as advisor to the Client and perform, as requested by the Client, the following services (the “Services”):

for the conversion of approximately $2 million in franchise store operations into company stores;

for the conversion of approximately $1.3 million of debt into common stock;

for the conversion of approximately $1.7 million preferred shares into common stock;

helping the company prepare its audited financial statements;

the implementation of a strategic plan for the Client, with a view towards enabling the Client to achieve its financial goals, marketing, business development with respect to Reg A+ offering in the amount of $10 million.

Performance of Services. LEVEL shall be obligated to provide the Services as and when requested by the Client and shall not be authorized or obligated to perform any services on LEVEL’s own initiative. The services shall be performed reasonably promptly after Client’s request, consistent with LEVEL’s availability. It is understood that the Services to be provided hereunder are not exclusive to the Client and LEVEL has other business obligations, including acting as consultant for other companies, provided, however, that LEVEL shall not provide services to any potential or actual competitor of the Client during the Term (as hereinafter defined) of this Agreement.

Relationship of the Parties. LEVEL shall be, and at all times during the Term of the Agreement, remain an independent contractor. As such, LEVEL shall determine the means and methods of performing the Services hereunder and shall render the Services as such places it determines. The Client shall pay all reasonable costs and expenses incurred by LEVEL in the performance of its duties hereunder, provided, however, such costs and expenses shall not exceed $2500.00 without the Client’s prior written approval.

Assurances. Client acknowledges that all options and advices (written or oral) given by LEVEL to the Client in connection with this Agreement are intended solely for the benefit and use of Client, and Client agrees that no person or entity other than the Client shall be entitled to make use of or rely upon the advice of LEVEL to be given hereunder. Furthermore, no such opinion or advice given by LEVEL shall be used at any time, in any manner or for any purpose, and shall not be reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose, except as may be contemplated herein. Client shall not make any public references to LEVEL without LEVEL’s prior written consent or as required by applicable law.

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Compensation. LEVEL shall receive fee of $200,000, for the services with respect to Sections 1a, 1b and 1c above which shall be completed by September 30, 2017. This fee shall be paid in the form of 400,000 shares of Kure Corp. common stock, valued at the same price as the terms of conversion of franchises, debt and preferred shares, which is hereby established at $.50 per share. LEVEL shall receive fee of $200,000, for the services with respect to Sections 1d, and 1e above which shall be completed by June 30, 2018. This fee shall be due in cash and shall be payable as services are rendered and agreed to by both parties.

Additional Services. Should Client desire LEVEL to perform additional services not outlined herein, Client may make such request to LEVEL in writing. LEVEL may agree to perform those services at its sole discretion. However, any additional services performed by LEVEL may require an additional compensation schedule to be mutually agreed upon prior to rendering such services.

Term. This Agreement shall be binding upon all parties when executed by the Client and remain in effect until June 30, 2018, unless otherwise mutually agreed upon in writing by Client and LEVEL (the “Term”).

Due Diligence / Disclosure.

Client recognizes and confirms that, in advising Client and in fulfilling its retention hereunder, LEVEL will use and rely upon data, material and other information furnished to it by Client. Client acknowledges and agrees that in performing its Services under this agreement, LEVEL may rely upon the data, material and other information supplied by Client without independently verifying the accuracy, completeness or veracity of it.

Except as contemplated by the terms hereof or as required by applicable law, LEVEL shall keep confidential, indefinitely, all non-public information provided to it by Client, and shall not disclose such information to any third party without Client’s prior written consent, other than such of its employees and advisors as LEVEL reasonably determines to have a need to know.

Indemnification.

Client shall indemnify and hold LEVEL, its officers, directors, employees, agents, and affiliates, harmless against any and all liabilities, claims, lawsuits, including any and all awards and/or judgments to which it may become subject under the Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any other federal or state statute, at common law or otherwise, insofar as said liabilities, claims and lawsuits, (including awards and /or judgments) arise out of or are in connection with the Services rendered by LEVEL in connection with this Agreement, except for any liabilities, claims, and lawsuits (including awards, judgments and related costs and expenses), arising out of acts or omissions of LEVEL. In addition, the Client shall indemnify and hold LEVEL harmless against any and all reasonable costs and expenses, including reasonable attorney fees, incurred or relating to the foregoing. If it is judicially determined that Client will not be responsible for any liabilities, claims and lawsuits or expenses related thereto, the indemnified party, by his or its acceptance of such amounts, agrees to repay Client all amounts previously paid by client to the indemnified person and will pay all costs of collection thereof, including but not limited to reasonable attorney’s fees related thereto. LEVEL shall give Client prompt notice of any such liability, claim or lawsuit, which LEVEL contends is the subject matter of Client’s indemnification and LEVEL thereupon shall be granted the right to take any and all necessary proper action, at its sole cost and expense, with respect to such liability, claim and lawsuit, including the right to settle, compromise and dispose of such liability, claim or lawsuit, excepting there from any and all proceedings or hearings before any regulatory bodies and / or authorities.

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LEVEL shall indemnify and hold Client and its directors, officers, employees and agents harmless against any and all liabilities, claims and lawsuits, including and all award and/ or judgments to which it may become subject under the Act, Exchange Act or any other federal or state statute, at common law or otherwise, insofar as said liabilities, claims and lawsuits (including awards and/ or judgments) that may arise out of or are based upon LEVEL’s gross negligence or willful misconduct, or any untrue statement or alleged untrue statement of a material fact or omission of a material fact required to be slated or necessary to make the statement provided by LEVEL not misleading, which statement or omission was made in reliance upon information furnished in writing to Client by or on behalf of LEVEL for inclusion in any registration statement or prospectus or any amendment or supplement thereto in connection with any transaction to which the Agreement applies. In addition, LEVEL shall also indemnify and hold Client harmless against any and all costs and expenses, including reasonable attorney fees, incurred or relating to the foregoing. Client shall give LEVEL prompt notice of any such liability, claim or lawsuit which Client contends is the subject matter of LEVEL’s indemnification and LEVEL thereupon shall be granted the right to take any and all necessary proper action, at its sole cost and expense, with respect to such liability, claim and lawsuit, including the right to settle, compromise or dispose of such liability, claim or lawsuit, excepting therefrom any and all proceedings or hearings before any regulatory bodies and/ or authorities.

The indemnification provisions contained in this Section are in addition to any other rights or remedies which either party hereto may have with respect to the other or hereunder

10.

General Provisions.

Entire Agreement. This between Client and LEVEL constitutes the entire agreement between and understandings of the parties hereto, and supersedes any and all previous agreements and understandings, whether oral or written, between the parties with respect to the matters set forth herein.

Notice. Any notice or communication permitted or required hereunder shall be in writing and deemed sufficiently given if hand-delivered: (i) five (5) calendar days after being sent postage prepaid by registered mail, return receipt requested; or (ii) one (1) business day after being sent via facsimile with confirmatory notice by U.S. mail, to the respective parties as set forth above, or to such other address as either party may notify the other in writing.

Binding Nature. This Agreement shall be binding upon and inure the benefit of each of the parties hereto and their respective successors, legal representatives and assigns. All materials generated pursuant to this Agreement or otherwise produce by LEVEL for and on behalf of Client during the Term of this Agreement shall be the sole and exclusive property of Client.

Counterparts. This Agreement may be executed by any number of counterparts, each of which together shall constitute the same original document.

Amendments. No provisions of the Agreement may be amended, modified or waived, except in writing signed by all parties hereto.

Assignment. This Agreement cannot be assigned or delegated, by either party, without the prior written consent of the party to be charged with such assignment or delegation, and any unauthorized assignments shall be null and void without effect and shall immediately terminate the Agreement.

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Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of North Carolina, without giving effect to its conflict of law principles. The parties hereby agree that any dispute(s) or claim(s) with respect to this Agreement of the performance of any obligations thereunder, shall be settled by arbitration and commenced and adjudicated under the rules of the American Arbitration Association. The arbitration shall take place in Charlotte, North Carolina if commenced by either party. The arbitration shall be conducted before a panel of three (3) arbitrators, one appointed by each of the parties and the third selected by the two (2) appointed arbitrators. The arbitrators in any arbitration proceeding to enforce the Agreement shall allocate reasonable attorney’s fees, among one or both parties in such proportion as the arbitrators shall determine represents each party’s liability hereunder. The decision of the arbitrator shall be final and binding and may be entered into any court having proper jurisdiction to obtain a judgment for the prevailing party. In any proceeding to enforce an arbitration award, the prevailing party in such proceeding shall have the right to collect from the non-prevailing party, its reasonable fees and expenses incurred in enforcing the arbitration award (including, without limitation, reasonable attorney’s fees).

If you are in agreement with the foregoing, please execute two (2) copies of this Agreement in the space provided below and return them to the undersigned.

Very truly yours,

Level Brands, Inc.

By: _____________________________

Mark Elliott

CFO

Kure Corp

By: _____________________________

Craig Brewer

CEO

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EX-10.63 3 levb_ex10-63.htm FORM OF AGREEMENT DATED DECEMBER 12, 2017 BY AND BETWEEN LEVEL BRANDS, INC. AND KURE CORP. Blueprint

Exhibit 10.63

December 12, 2017

Mr. Craig Brewer

Chief Executive Officer

Kure Corp

14400 Westinghouse Blvd, Ste. L

Charlotte, NC

Re: Services Agreement

Dear Mr. Brewer:

Pursuant to this services agreement (“Agreement”) Kure Corp., a Florida corporation (the “Client”) has agreed to engage Level Brands Inc, a North Carolina corporation (“LEVEL”), on a non-exclusive basis, to perform services related Kure’s business.

Generally speaking, LEVEL intends to work with Kure to develop an overall strategy to enhance Kure’s brand and provide low cost access to retail market share and demographics. In addition, LEVEL can provide critical introductions with the military for opening up retail stores on military bases and other locations, such as convenience stores and gas stations. Although LEVEL can provide such strategic advice and introductions to new markets, Kure will ultimately be responsible for the implementation of these strategies and relationships.

Services. LEVEL shall act as advisor to the Client and perform, as requested by the Client, the following services (the “Services”) during the month of December 2017:

Facilitate the “Vape Pod” transaction with the modular building systems vendor, SG Blocks, Inc., and aid in the negotiation of that vendor relationship;

Facilitate the introduction with LEVEL’s contacts relating to U.S. military base retail locations, as well as other non-military Vape Pod retail locations throughout the country;

Aid in site selection for Kure retail stores on military bases and adjoining convenience stores, gas stations, and other similar retail properties utilizing this retail Vape Pod concept; and

Advise Client in connection with initial project funding for the Vape Pod concept.

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Compensation. LEVEL shall receive fee of $200,000, for the services with respect to Section 1 above which shall be completed by December 31, 2017. This fee shall be paid in the form of 400,000 shares of Kure Corp. common stock.

Term. This Agreement shall be binding upon all parties when executed by the Client and remain in effect until December 31, 2017, unless otherwise mutually agreed upon in writing by Client and LEVEL (the “Term”).

Due Diligence / Disclosure.

Indemnification.

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The indemnification provisions contained in this Section are in addition to any other rights or remedies which either party hereto may have with respect to the other or hereunder

10.

General Provisions.

Counterparts. This Agreement may be executed by any number of counterparts, each of which together shall constitute the same original document.

Amendments. No provisions of the Agreement may be amended, modified or waived, except in writing signed by all parties hereto.

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If you are in agreement with the foregoing, please execute two (2) copies of this Agreement in the space provided below and return them to the undersigned.

Very truly yours,

Level Brands, Inc.

By: _____________________________

Martin A. Sumichrast, CEO

Kure Corp

By: _____________________________

Craig Brewer, CEO

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EX-10.64 4 levb_ex10-64.htm FORM OF REVOLVING LINE OF CREDIT LOAN AGREEMENT DATED DECEMBER 12, 2017 BY AND BETWEEN LEVEL BRANDS, INC. AND KURE CORP. Blueprint

EXHIBIT 10.64

REVOLVING LINE OF CREDIT

LOAN AGREEMENT

(ACCOUNTS RECEIVABLE AND INVENTORY)

This Revolving Line of Credit Loan Agreement (this “Agreement”) is entered into by and between Kure Corp., a Florida corporation (“Borrower”) and Level Brands, Inc., a North Carolina corporation (“Lender”) as of December 12th, 2017.

RECITALS

Borrower desires to obtain from Lender a revolving line of credit (“Loan”) and Lender is willing to make the Loan, with the proceeds to be used to finance, in part, Borrower’s purchase of certain prefabricated intermodal container building systems in order to increase Borrower’s Vape and Vape related products market share.

AGREEMENT

NOW, THEREFORE in consideration of the premises and the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. LOAN.

1.1 REVOLVING LINE OF CREDIT. Subject to the terms and conditions contained herein and in the other documents, instruments and agreements executed in connection with the Loan and the security therefor (“Loan Documents”), Lender will establish for Borrower the Loan as a revolving line of credit against which Lender will make advances (“Advances”) from time to time for the purpose of providing working capital to Borrower. Subject to the terms hereof, Borrower shall have the right to obtain Advances, repay Advances and obtain additional Advances; however, all of the Advances hereunder shall be viewed as a single loan. At no time shall the unpaid principal balance of the Loan exceed Five Hundred Thousand Dollars ($500,000) (“Maximum Amount”).

1.2 ADVANCES. Subject to the terms and conditions hereof, Advances of the Loan will be made in amounts not to exceed an aggregate of the Maximum Amount.

1.3 NOTE. The Loan shall be evidenced by a promissory note (“Note”) of even date herewith in a form prepared and approved by Lender in the Maximum Amount, payable in accordance with the terms thereof. Interest on the principal amount outstanding from time to time shall be charged as provided in the Note and should such rate of interest as calculated thereunder exceed that allowed by law, the applicable rate of interest will be the maximum rate of interest allowed by applicable law.

1.4 PREPAYMENTS. If for any reason the aggregate principal amount of the Loan outstanding at any time shall exceed the Maximum Amount to be borrowed in accordance with Section 1.2 hereof, Borrower, without notice or demand, shall immediately make a principal payment to Lender in an amount equal to such excess plus accrued and unpaid interest hereon. Borrower may from time to time, prepay all or part of the outstanding principal balance of the Loan.

2. SECURITY.

As security for the payment of the Note, the Loan, and all other liabilities and obligations of Borrower to Lender, now existing or hereafter created, Borrower shall grant to Lender a security interest in all of Borrower’s inventory, accounts receivable, rights to payment and such other property (“Property”), as more particularly described in one or more security agreements (“Security Agreements”) executed by Borrower and delivered to Lender in form and substance satisfactory to Lender, in its sole and absolute discretion. The Security Agreements shall grant to Lender a security interest in and to the Property, except as otherwise expressly provided therein.

3. ADVANCES.

3.1 CONDITIONS PRECEDENT TO ADVANCES. Lender shall have no obligation to make any Advance, as determined by Lender in its sole and absolute discretion.

3.2 REQUEST FOR ADVANCES. Advances may be made by Lender at the oral or written request of authorized persons, either one acting alone, who are authorized to request Advances and direct disposition of any such Advances until written notice of the revocation of such authority is received from Borrower by Lender. Each request by Borrower for an Advance shall constitute a reaffirmation, as of the date of such request, of all of the representations and warranties of Borrower contained in this Agreement and in the other Loan Documents.

3.3 NO WAIVER. No Advance shall constitute a waiver of any of the conditions to any further Advances nor, in the event Borrower is unable to satisfy any such condition, shall any such Advance have the effect of precluding Lender from thereafter declaring such inability to be an Event of Default (as hereinafter defined).

4. STOCK ISSUANCE FEE. As additional consideration for Lender’s commitment to make Advances, Borrower agrees to issue to Lender, which shall be non-refundable to Borrower, shall be held and retained by Lender as its sole property and shall not be applied to any payments due under the Loan Documents, one hundred thousand (100,000) shares of Common Stock of Borrower.

5. EVENTS OF DEFAULT.

5.1 EVENTS OF DEFAULT. The occurrence of one or more of the following events shall constitute an Event of Default under this Agreement:

(a) There shall occur an event of default under any of the Loan Documents;

(b) If any representation or warranty made by Borrower to Lender contained herein or in any of the other Loan Documents proves to have been untrue in any material respect when made; or

(c) Borrower shall be in default in the payment or performance of any material obligation under any indenture, contract, mortgage, deed of trust or other agreement or instrument to which Borrower is a party or by which it is bound.

6. REMEDIES OF LENDER UPON DEFAULT.

6.1 REMEDIES. After any Event of Default has occurred and is continuing for a period of 10 days thereafter, Lender may, without presentment, demand, protest or further notice of any kind (all of which are hereby expressly waived) and, notwithstanding the provisions contained in any other document or instrument executed or to be executed by Borrower to Lender hereunder or contained in any other agreement, take any one or more of the following actions:

(a) Declare the entire principal and any accrued interest on the Loan, together with all costs and expenses, to be immediately due and payable, and to enforce payment thereof by any means permitted by law or in equity;

(b) Without accelerating payment, enforce the payment of sums of principal and interest then due (including any penalty interest or late payment charges);

(c) Require Borrower to take or refrain from taking any action which may be necessary to cure such Event of Default and to obtain affirmative or negative injunctions or restraining orders with respect thereto;

(d) Obtain the appointment of a receiver of the business and assets of Borrower;

(e) File suit for any sums owing or for damages; and

(f) Exercise any other remedy or right provided in law or in equity or permitted under this Agreement, the Security Agreements or any of the other Loan Documents.

6.2 REMEDIES CUMULATIVE. Any and all remedies conferred upon Lender shall be deemed cumulative with, and nonexclusive of any other remedy conferred hereby or by law, and Lender in the exercise of any one remedy shall not be precluded from the exercise of any other.

7. WAIVER.

Any waiver of any of the terms of this Agreement by Lender shall not be construed as a waiver of any other terms of this Agreement, and no waiver shall be effective unless made in writing. The failure of Lender to exercise any right with respect to the declaration of any default shall not be deemed or construed to constitute a waiver by, or to preclude Lender from exercising any right with respect to such default at a later date or with respect to any subsequent default by Borrower.

8. NOTICES.

Any notices required or permitted to be given pursuant to the Loan Documents shall be in writing and shall be given by personal delivery or by mailing the same by United States mail, postage prepaid, to the other party’s last known address. Any such notice shall be deemed received for purposes of this Agreement upon delivery if given by personal delivery or ten (10) days after the mailing thereof if given by mail. If either party desires to change the address to which notices are to be sent it shall do so in writing and deliver the same to the other party in accordance with the notice provisions set forth above.

9. MISCELLANEOUS.

9.1 PARTIES. This Agreement is made solely between Borrower and Lender, no other person shall have any right of action hereunder. The parties expressly agree that no person shall be a third-party beneficiary to this Agreement.

9.2 INDEMNITY. Borrower agrees to and shall indemnify, hold harmless and defend Lender from any liability, claims or losses resulting from the disbursement of the proceeds of the Loan or from the condition of the Property whether arising during or after the term of the Loan. This provision shall survive repayment of the Loan and shall continue in full force and effect so long as the possibility of such liability, claims or losses exists.

9.3 ENTIRE AGREEMENT. This Agreement, together with all other Loan Documents, constitutes the entire agreement of the parties hereto and thereto, and no prior agreement or understanding with respect to the Loan, whether written or oral and including, but not limited to, any loan commitment issued by Lender to Borrower, shall be of any further force or effect, all such other prior agreements and commitments having been superseded in their entirety by the Loan Documents.

9.4 ASSIGNMENT. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective executors, administrators, heirs, successors and assigns; provided, however, that neither this Agreement nor any rights or obligations hereunder shall be assignable by Borrower without the prior express written consent of Lender first had any obtained, and any purported assignment made in contravention hereof shall be void. Lender may assign any part of or all of the Loan and its rights and obligations hereunder at any time in its sole discretion. Lender may participate all or any portion of the Loan to such other party or parties as Lender shall select.

9.5 GOVERNING LAW. This Agreement and each of the Loan Documents shall be construed in accordance with and governed by the internal law, and not the law of conflicts, of the State of North Carolina.

9.6 TIME. Time is of the essence hereof.

9.7 SEVERABILITY. If any term or provision of this Agreement of any other Loan Document, or the application thereof to any circumstance, shall be invalid, illegal or unenforceable to any extent, such term or provision shall not invalidate or render unenforceable any other term or provision of this Agreement or any other Loan Document, or the application of such term or provision to any other circumstance. To the extent permitted by law, the parties hereto hereby waive any provision of law that renders any term or provision hereof invalid or unenforceable in any respect.

IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the date first above written.

Level Brands, Inc.

By:

Martin A. Sumichrast, CEO

Kure Corp.

By:

Craig Brewer, CEO

EX-10.65 5 levb_ex10-65.htm FORM OF SECURITY AGREEMENT DATED DECEMBER 12, 2017 BY AND BETWEEN LEVEL BRANDS, INC. AND KURE CORP. Blueprint

Exhibit 10.65

SECURITY AGREEMENT

This SECURITY AGREEMENT dated as of December 12th, 2017 by Kure Corp., a Florida corporation (“Borrower”), in favor of Level Brands, Inc., a North Carolina corporation (“Secured Party”).

Borrower has concurrently herewith entered into the Credit Agreement (as defined below) with the Secured Party. As a condition precedent to the Secured Party’s acceptance of such Credit Agreement, Borrower has agreed to grant the Secured Party a continuing security interest in and to the Collateral (as defined below) to secure the Credit Agreement. Accordingly, the parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. The following terms, as used herein, have the following respective meanings:

(a) “Collateral” means, with respect to the Loan (as defined in the Credit Agreement) all of Borrower’s Inventory, Accounts and Accounts Receivables (as those terms are defined under or contemplated in the UCC).

(b) “Credit Agreement” means that certain Revolving Line of Credit Agreement, dated of even date herewith and entered into between Borrower and the Secured Party, including, without limitation, the Note (as defined in the Credit Agreement), as the same may be renewed, extended, modified or otherwise restructured from time to time.

(d) “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind.

(e) “Obligations” means all principal and interest payable under the Credit Agreement and all expenses as to which the Secured Party has a right to reimbursement under this Security Agreement, including any and all sums advanced to preserve the Collateral or to preserve its security interests in the Collateral.

(f) “Person” means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity (or any department, agency or political subdivision thereof).

(g) “Proceeds” means all “proceeds” (as defined in Section 9-102 of the UCC) and shall also mean and include all proceeds of, and all other profits, products, rents or receipts, in whatever form, arising from the collection, sale, lease, exchange, assignment, licensing or other disposition of or other realization upon or payment for the use of, Collateral, including, without limitation, all claims of Borrower against third parties for loss of, damage to or destruction of, or for proceeds payable under, or unearned premiums with respect to, policies of insurance in respect of, any Collateral, and any condemnation or requisition payments with respect to any Collateral, in each case whether now existing or hereafter arising.

(h) “Security Agreement” means this Security Agreement, as the same may be amended, supplemented or modified from time to time.

(i) “Secured Party” has the meaning set forth in the recitals hereto.

(j) “Security Interests” means the security interests in the Collateral granted under this Security Agreement securing the Obligations.

(k) “UCC” means the Uniform Commercial Code as in effect on the date hereof in the State of North Carolina; provided that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the Security Interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than North Carolina, “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection.

(l) “Borrower” has the meaning set forth in the recitals hereto.

Section 1.02 UCC Terms. Unless otherwise defined herein, or unless the context otherwise requires, all terms used herein which are defined in the UCC shall have the meanings stated in the UCC.

Section 1.03 Terms Generally. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. Unless otherwise expressly provided herein, the word “day” means a calendar day.

ARTICLE II

THE SECURITY INTERESTS

Section 2.01 Grant of Security Interests. To secure the full and punctual payment of the Obligations in accordance with the terms thereof, and to secure the performance of all of the obligations of Borrower hereunder, Borrower hereby assigns and pledges to the Secured Party, and its successors and assigns, and grants to the Secured Party, and its successors and assigns, security interests in the Collateral.

Section 2.02 Security Interests Absolute. All rights of the Secured Party, all security interests hereunder and all obligations of Borrower hereunder are unconditional and absolute and independent and separate from any other security for or guaranty of the Obligations, whether executed by Borrower or any other Person. Without limiting the generality of the foregoing, the obligations of Borrower hereunder shall not be released, discharged or otherwise affected or impaired by:

(a) any extension, renewal, settlement, compromise, acceleration, waiver or release in respect of any obligation of Borrower under the Credit Agreement or the Obligations, by operation of law or otherwise;

(b) any release, non-perfection or invalidity of any direct or indirect security for the Obligations, any sale, exchange, surrender, realization upon, offset against or other action in respect of any direct or indirect security for the Obligations or any release of any other obligor in respect of the Obligations;

(c) the existence of any claim, set-off or other right which Borrower may have at any time against the Secured Party or any other Person, whether in connection herewith or any unrelated transaction;

(d) any invalidity or unenforceability relating to or against Borrower or the Secured Party for any reason of the Credit Agreement or any other agreement or instrument evidencing or securing the Obligations or any provision of applicable law or regulation purporting to prohibit the payment by Borrower of the Obligations;

(e) any failure by the Secured Party: (i) to file or enforce a claim against Borrower or its estate (in a bankruptcy or other proceeding); (ii) to commence any action against Borrower; (iii) to disclose to Borrower any facts which the Secured Party may now or hereafter know with regard to Borrower; or (iv) to proceed with due diligence in the collection, protection or realization upon any collateral securing the Obligations; and

(f) any other act or omission to act or delay of any kind by Borrower, the Secured Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this clause, constitute a legal or equitable discharge of Borrower’s obligations hereunder; or

This Security Agreement shall remain fully enforceable against Borrower irrespective of any defenses that any other Person may have or assert in respect of the Obligations, including, without limitation, failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury.

Section 2.03 Continuing Liability of Borrower. The Security Interests are granted as security only and shall not subject the Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Borrower with respect to any of the Collateral or any transaction in connection therewith.

ARTICLE IV

COVENANTS

Borrower covenants and agrees that until the payment in full of all Obligations, Borrower will comply with the following:

Section 4.01 Financing Statements; Further Assurances. Borrower will, from time to time and in such manner and form as the Secured Party may require, execute, deliver, file and record any financing statement, specific assignment, instrument, document, agreement or other paper and take any other action (including, without limitation, any filings of financing or continuation statements under the Uniform Commercial Code) that from time to time may be necessary or desirable, or that the Secured Party may request, in order to create, preserve, perfect, confirm or validate the Security Interests or to enable the Secured Party to obtain the full benefit of this Security Agreement or to exercise and enforce any of its rights, powers and remedies created hereunder or under applicable law with respect to any of the Collateral. To the extent permitted by applicable law, Borrower hereby authorizes the Secured Party to execute and file, in the name of Borrower or otherwise and without the signature of Borrower appearing thereon, such Uniform Commercial Code financing statements or continuation statements as the Secured Party in its sole discretion may deem necessary or appropriate to further perfect or maintain the perfection of the Security Interests. Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement.

Section 4.02 Disposition of Collateral. Borrower will not sell, exchange, assign or otherwise dispose of, or grant any option with respect to, any Collateral or create or suffer to exist any Lien (other than the Security) on any Collateral, other than in the ordinary course of business.

ARTICLE V

GENERAL AUTHORITY; REMEDIES

Section 5.01 General Authority. Borrower hereby irrevocably appoints the Secured Party and any officer or agent thereof as its true and lawful attorney-in-fact, with full power of substitution, in the name of Borrower, for the sole use and benefit of the Secured Party, but at Borrower’s expense, to the extent permitted by law, to exercise at any time and from time to time while an Event of Default has occurred and is continuing under the Credit Agreement or the Obligations, all or any of the following powers with respect to all or any of the Collateral, all acts of such attorney being hereby ratified and confirmed; and such power, being coupled with an interest, is irrevocable until the Obligations are paid in full:

(a) to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to carry out the terms of this Security Agreement;

(b) to receive, take, endorse, assign and deliver any and all checks, credit agreements, drafts, acceptances, documents and other negotiable and non-negotiable instruments taken or received by Borrower as, or in connection with, the Collateral;

(c) to commence, settle, compromise, compound, prosecute, defend or adjust any claim, suit, action or proceeding with respect to, or in connection with, the Collateral;

(d) to sell, transfer, assign or otherwise deal in or with the Collateral or the proceeds or avails thereof, as fully and effectually as if the Secured Party were the absolute owner thereof; and

(e) to do, at its option, but at the expense of Borrower, at any time or from time to time, all acts and things which the Secured Party deems necessary to protect or preserve the Collateral and to realize upon the Collateral.

Except as otherwise provided herein, Borrower hereby waives, to the extent permitted by applicable law, notice and judicial hearing in connection with the Secured Party’s taking possession or disposition of any of the Collateral, including, without limitation, any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which Borrower would otherwise have under the Constitution or any statute of the United States or of any state.

Section 5.02 Remedies upon Event of Default. If an Event of Default shall have occurred and be continuing under the Credit Agreement or the Obligations, the Secured Party may, in addition to all other rights and remedies granted to it in this Security Agreement and in any other agreement securing, evidencing or relating to the Obligations: (a) exercise all rights and remedies of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, (b) without demand of performance or other demand or notice of any kind (except as herein provided or as may be required by mandatory provisions of law) to or upon Borrower or any other Person (all of which demands and/or notices are hereby waived by Borrower), (i) apply all cash, if any, then held by it as Collateral as specified herein and (ii) if there shall be no such cash or if such cash shall be insufficient to pay all the Obligations in full or cannot be so applied for any reason, collect, receive, appropriate and realize upon the Collateral and/or sell, assign, give an option or options to purchase or otherwise dispose of and deliver the Collateral (or contract to do so) or any part thereof at public or private sale, at any office of the Secured Party or elsewhere in such manner as is commercially reasonable and as the Secured Party may deem best, for cash, on credit or for future delivery without assumption of any credit risk and at such price or prices as the Secured Party may deem satisfactory. The Secured Party may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Borrower will execute and deliver such documents and take such other action as the Secured Party deems necessary or advisable in order that any such sale may be made in compliance with law.

Section 5.03 Other Rights of the Secured Party.

(a) The Secured Party, instead of exercising the power of sale conferred upon it pursuant to Section 5.02, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, or any portion thereof, under a judgement or decree of a court or courts of competent jurisdiction, and may in addition, institute and maintain such suits and proceedings as it may deem appropriate to protect and enforce the rights vested in it by this Security Agreement.

(b) The Secured Party shall, to the extent permitted by applicable law, without notice to Borrower or any party claiming through Borrower, without regard to the solvency or insolvency at such time of any Person then liable for the payment of any of the Obligations, without regard to the then value of the Collateral and without requiring any bond from any complainant in such proceedings, be entitled as a matter of right to the appointment of a receiver or receivers (who may be the Secured Party) of the Collateral or any part thereof, and of the profits, revenues and other income thereof, pending such proceedings, with such powers as the court making such appointment shall confer, and to the entry of an order directing that the profits, revenues and other income of the property constituting the whole or any part of the Collateral be segregated, sequestered and impounded for the benefit of the Secured Party, and Borrower irrevocably consents to the appointment of such receiver or receivers and to the entry of such order.

Section 5.04 Limitation on Duty of the Secured Party in Respect of Collateral. Beyond the exercise of reasonable care in the custody thereof, the Secured Party shall have no duty to exercise any rights or take any steps to preserve the rights of Borrower in the Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, nor shall the Secured Party be liable to Borrower or any other Person for failure to meet any obligation imposed by Section 9-207 of the UCC or any successor provision. Borrower agrees that the Secured Party shall at no time be required to, nor shall the Secured Party be liable to Borrower for any failure to, account separately to Borrower for amounts received or applied by the Secured Party from time to time in respect of the Collateral pursuant to the terms of this Security Agreement.

Section 5.06 Waiver and Estoppel.

(a) Borrower agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force which may delay, prevent or otherwise affect the performance or enforcement of this Security Agreement, and Borrower hereby waives all benefit or advantage of all such laws. Borrower covenants that it will not hinder, delay or impede the execution of any power granted to the Secured Party pursuant to the Credit Agreement, this Security Agreement or any other related agreement or document.

(b) Borrower waives, to the extent permitted by law, presentment, demand, protest and any notice of any kind (except the notices expressly required hereunder) in connection with this Security Agreement and any action taken by the Secured Party with respect to the Collateral.

Section 5.07 Application of Proceeds. The proceeds of any sale of, or other realization upon, all or any part of the Collateral and any cash held by the Secured Party or its nominee or custodian hereunder shall be applied in the following order of priority:

FIRST, to payment of the expenses of such sale or other realization, including reasonable compensation to agents and counsel for the Secured Party, and all expenses, liabilities and advances incurred or made by the Secured Party in connection therewith, and any other Obligations owing to the Secured Party in respect of sums advanced by the Secured Party to preserve the Collateral or to preserve its security interests in the Collateral;

SECOND, to the payment of the Credit Agreement and all the Obligations, until the Credit Agreement and all the Obligations shall have been paid in full; and

THIRD, to Borrower, or its successors or assigns, or as a court of competent jurisdiction may direct.

The Secured Party may make distributions hereunder in cash or in kind or, on a ratable basis, in any combination thereof.

ARTICLE VI

MISCELLANEOUS

Section 6.01 Notices. All notices, requests, claims, demands and other communications hereunder shall be deemed to have been duly given in the manner and at the respective addresses of the parties set forth in the Credit Agreement.

Section 6.02 No Waivers; Non-Exclusive Remedies. No failure or delay on the part of the Secured Party to exercise, no course of dealing with respect to, and no delay in exercising, any right, power or privilege under this Security Agreement or any other document or agreement contemplated hereby or thereby shall operate as a waiver thereof nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided herein are cumulative and are not exclusive of any other remedies provided by law.

Section 6.04 Amendments and Waivers. Any provision of this Security Agreement may be amended, changed, discharged, terminated or waived if, but only if, such amendment or waiver is in writing and is signed by Borrower directly affected by such amendment, change, discharge, termination or waiver and the Secured Party.

Section 6.05 Successors and Assigns. This Security Agreement shall be binding upon each of the parties hereto and inure to the benefit of the Secured Party and its successors and assigns. In the event of an assignment of all or any of the Obligations, the rights hereunder, to the extent applicable to the indebtedness so assigned, may be transferred with such indebtedness. Borrower shall not assign or delegate any of its rights and duties hereunder without the prior written consent of the Secured Party.

Section 6.06 Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of North Carolina, without giving effect to the conflict of law principles thereof. The parties specifically consent to the jurisdiction of the state and federal courts located in the State of North Carolina in any action, whether at law or in equity, brought by the any party to protect any of their rights hereunder.

Section 6.07 Limitation of Law; Severability.

(a) All rights, remedies and powers provided in this Security Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Security Agreement are intended to be subject to all applicable mandatory provisions of law which may be controlling and be limited to the extent necessary so that they will not render this Security Agreement invalid, unenforceable in whole or in part, or not entitled to be recorded, registered or filed under the provisions of any applicable law.

(b) If any provision hereof is invalid or unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Secured Party in order to carry out the intentions of the parties hereto as nearly as may be possible; and (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provisions in any other jurisdiction.

Section 6.08 Counterparts; Effectiveness. This Security Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Security Agreement shall become effective with respect to Borrower when the Secured Party shall receive counterparts hereof executed by itself and Borrower.

Section 6.09 Termination. Upon the full, final and irrevocable payment and performance of all Obligations, the Security Interests shall terminate and all rights to the Collateral shall revert to Borrower.

Section 6.10 Entire Agreement. This Security Agreement constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, and any contemporaneous oral agreements and understandings relating to the subject matter hereof and thereof.

IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the date first above written.

Level Brands, Inc.

By:

Martin A. Sumichrast, CEO

Kure Corp.

By:

Craig Brewer, CEO

EX-10.66 6 levb_ex10-66.htm FORM OF PROMISSORY NOTE IN THE PRINCIPAL AMOUNT OF $500,000 DATED DECEMBER 12, 2017 DUE FROM KURE CORP. Blueprint

Exhibit 10.66

PROMISSORY NOTE

(Revolving Note)

$500,000

Charlotte, North Carolina

December 12, 2017

FOR VALUE RECEIVED, the undersigned, Kure Corp., a Florida Corporation (the “Maker”), hereby promise(s) to pay to the order of Level Brands, Inc., a North Carolina corporation (together with its successors and assigns, the “Holder”), the principal sum of the lesser of (i) Five Hundred Thousand Dollars ($500,000) or (ii) the aggregate unpaid principal amount of all advances made by the Holder under this Promissory Note and the Revolving Line of Credit (as defined below), together with interest on all principal amounts available for advancement hereunder at eight percent (8%) per annum on the earliest to occur of: (a) first anniversary of the date hereof, or (b) a Qualified Private Offering (as defined below) (“Maturity”). Interest shall be paid in arrears at Maturity and computed on the basis of a 365-day year.

For purposes hereof, “Qualified Private Offering” shall mean the issuance or sale by Borrower of its equity securities in a private offering resulting in gross proceeds to the Borrower of at least Two Million Dollars ($2,000,000).

The Maker reserves the right to prepay all or any portion of this Promissory Note at any time and from time to time without premium or penalty of any kind. All payments made hereunder shall be made in lawful currency of the Unites States of American in accordance with the terms in the Revolving Line of Credit, dated even date herewith, between the Maker and the Holder (the “Credit Agreement”), or at such other place as the Holder may designate in writing. All payments made hereunder, whether a scheduled payment, prepayment, or payments as a result of acceleration, shall be allocated first to accrued but unpaid interest, and then to payments of principal remaining outstanding hereunder.

Each person liable hereon agrees to pay all reasonable costs of collection, including attorneys’ fees, paid or incurred by the Holder in enforcing this Promissory Note on default or the rights and remedies herein provided.

This Promissory Note is made pursuant to the provisions of the Credit Agreement. The Credit Agreement, among other things, contains provisions for acceleration of the maturity of this Promissory Note upon the happening of certain stated events and also for prepayments of the principal hereof prior to the maturity of this Promissory Note upon the terms and conditions specified therein. This Promissory Note is secured by a Security Agreement, dated of even date herewith, between the Maker and the Holder.

The Maker, for itself and for any guarantors, sureties, endorsers and/or any other person or persons now or hereafter liable hereon, if any, hereby waives demand of payment, presentment for payment, protest, notice of nonpayment or dishonor and any and all other notices and demands whatsoever, and any and all delays or lack of diligence in the collection hereof, and expressly consents and agrees to any and all extensions or postponements of the time of payment hereof from time to time at or after maturity and any other indulgence and waives all notice thereof.

No delay or failure by the Holder in exercising any right, power, privilege or remedy hereunder shall affect such right, power, privilege or remedy or be deemed to be a waiver of the same or any part thereof; nor shall any single or partial exercise thereof or any failure to exercise the same in any instance preclude any further or future exercise thereof, or exercise of any other right, power, privilege or remedy, and the rights and privileges provided for hereunder are cumulative and not exclusive. The delay or failure to exercise any right hereunder shall not waive such right.

The Holder may sell, assign, pledge or otherwise transfer all or any portion of its interest in this Promissory Note at any time or from time to time without prior notice to or consent of and without releasing any party liable or to become liable hereon.

This Promissory Note shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina.

IN WITNESS WHEREOF, the undersigned has duly caused this Promissory Note to be executed and delivered as of the date first written above.

Kure Corp.

By:

Craig Brewer, CEO

EX-99.1 7 levb_ex99-1.htm PRESS RELEASE DATED DECEMBER 12, 2017 Blueprint

Exhibit 99.1

Level Brands Initiates Transaction with Two Brand Management Clients

Kure Corp. Announces Master Purchase Agreement with Retail Innovator SG Blocks for Strategic Kure Vape Pod™ to be Launched in 2018

CHARLOTTE, N.C., Dec. 12, 2017 /PRNewswire/ -- Level Brands, Inc. (NYSE American:LEVB), an innovative marketing and licensing company that provides bold, unconventional and socially responsible branding for leading businesses, announced today that it has initiated a transaction between two of its license and brand management clients, Kure Corp., one of America’s leading specialty vape retailers based in Charlotte, NC, and SG Blocks, Inc. (NASDAQ:SGBX), a leading designer, innovator and fabricator of container-based structures based in Brooklyn, NY. Kure has entered into a Master Purchase Agreement for the purchase of 100 SG Blocks’ repurposed shipping containers for its Kure Vape Pod™ initiative. The initial six SG Blocks’ containers are scheduled for delivery in the first quarter of 2018. It is anticipated that Kure will subsequently accelerate its draw down on its additional units of inventory once the initial Kure Vape Pods™ are operational and additional location sites are secured. Level Brands provided a $500,000 secured project finance facility to Kure to facilitate the completion of the initial development phase. Each of the premier Kure Vape Pod™ designs will utilize two of SG Blocks’ containers. Based upon the Master Services Agreement, if all 100 units are purchased, the total contract value is expected to exceed $3,750,000.

“Kure, led by its incredible CEO Craig Brewer, is a leader in the vaping lifestyle movement, which we believe is healthier than tobacco and traditional cigarettes, and SG Blocks is the foremost innovator and leader in the field of repurposed, container-based structures. The partnership between these two revolutionary industry leaders is the first of many such synergistic opportunities and is a great example of the disruptive thinking that drives Level Brands’ business philosophy,” says Kathy Ireland®, Chairman Emeritus and Chief Brand Strategist of Level Brands. “Level Brands is dedicated to propelling the world’s most disruptive brands, with the unique ability to leverage brands’ needs and capabilities, and to capitalize on those opportunities. The possibilities at Level Brands are truly exciting.”

“We are pleased to have brought together these two visionary clients, and we look forward to their future success and growth,” says Martin Sumichrast, President and CEO of Level Brands. “We believe the Kure-SG Blocks partnership will generate income to Level Brands at various points, from residual fees from SG Blocks, to license fees from Kure, and to project finance fees.”

“We are excited about this next growth phase for Kure, and our partnership with Paul Galvin and SG Blocks. This innovative, green building structure is a perfect fit for the Kure Vape Pod™,” says Craig Brewer, CEO of Kure Corp. “All of us at Kure have prided our success on delivering the country’s optimum high-end vape lifestyle experience. Kathy is an incredible leader, and her team’s business savvy and forward thinking vision is secondary to none. This cool new retail space will boast the same atmospheric, lounge-like, take-a-seat environment that has made our Kure Vaporiums™ a favored place for millennials to hang out and connect. Likewise, we are developing our new I’M1 e-Juice brand, which we will also hold to the same level as our Kure Vaporiums™.”

Tommy Meharey, Marine, Millennial, Father and Co-Founder of Ireland Men 1 (I'M1) with Kathy Ireland, notes that “According to statistics, the vaping industry will surpass $20 billion in revenues by 2022. I’M1, for millennial men and the women who love them, is another perfect opportunity for a license agreement, and we are thrilled to soon be launching the new I’M1 e-Juice brand with Kure.”

“Our collaboration with Level Brands is off to a great start, and we are pleased the company brought us together with Kure. We are experiencing increasing demand for our eco-friendly repurposed solutions, an important tenet for millennials, and we expect the Kure Vape Pods™ rollout to be met with great success,” says Paul M. Galvin, Chairman, Chief Executive and Founder of SG Blocks. “Additionally, I’m excited to be teamed with Level Brands, a company that 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.”

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 & 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 KURE Corp (www.KUREsociety.com)

KURE Corp. ("KURE") is a private company based in Charlotte, North Carolina that specializes in the distribution of vaporizing pens, e-Juices, and related accessories through its specialty retail stores and online distribution. KURE's primary products are its distinct line of custom blended high-end flavored e-Juices, premium KURE brand vaporizers, as well as popular third party brands of advanced hardware and select eLiquids. All KURE products are available online and throughout its many store locations across the United States. KURE Vaporium™, KURE Society™, Kuriousity™, Kurators™ are all respective trademarks of KURE Corp. KURE's executives and principals are seasoned business entrepreneurs with decades individual expertise in taking start-ups from initial incubation to profitability. KURE's support staff has extensive product distribution and related industry experience. Its e-Juices can be purchased pre-bottled or freshly mixed by its staff of "Kurators", well trained and experienced mixologists who can "blend" over 500,000 unique flavors from the KURE Juice On Tap™ bar. These KURE e-Juices are skillfully blended and served while customers shop, lounge and enjoy a selection of coffees, beverages, and snacks or simply vape and mingle with other like-minded enthusiasts.

About SG Blocks, Inc. (www.sgblocks.com)

SG Blocks, Inc. is a premier innovator in advancing and promoting the use of code-engineered cargo shipping containers for safe and sustainable construction. The firm offers a product that exceeds many standard building code requirements, and also supports developers, architects, builders and owners in achieving greener construction, faster execution, and stronger buildings of higher value. Each project starts with GreenSteel™, the structural core and shell of an SG Blocks building, which is then customized to client specifications.

About Ireland Men 1 (I’M1)

I'M1, for millennial men, and the women who love them, is a lifestyle brand ideal for men who take pride in their appearance, thrive on quality and value what matters. 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. The I’M1 license portfolio includes I'M1 Suits, bespoke, tailored offerings in partnership with André Phillipe; I'M1 Eyewear by Looseleaf; and I'M1 e-juice by Kure. I'M1 is a subsidiary of Level Brands, Inc. (NYSE: LEVB)

Forward-Looking Statements

This press release may include ''forward-looking statements.'' To the extent that the information presented in this presentation discusses financial projections, information, or expectations about Level Brands, Inc.'s business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. 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.'' Although Level Brands, Inc. believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. 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 Offering Statement filed with the Securities and Exchange Commission (the "SEC") and Level Brands, Inc.’s SEC reports. Forward-looking statements speak only as of the date of the document in which they are contained, and Level Brands, Inc. does not undertake any duty to update any forward-looking statements except as may be required by law.

Contact:

MDC Group

Investor Relations:

David Castaneda

414.351.9758

IR@LevelBrands.com

Press Inquiries for Level Brands:

Susan Roush

805.624.7624

PR@LevelBrands.com

Press Inquiries for Kathy Ireland® /kathy ireland® Worldwide/ Kure Corp:

Rona Menashe

310.246.4600

rona@guttmanpr.com

Investor Relations for SG Blocks:

MZ North America

Chris Tyson

949-491-8235

chris.tyson@mzgroup.us

Media Inquiries for SG Blocks:

Rubenstein Public Relations

Kati Bergou

212-805-3014

kbergou@rubensteinpr.com

An artist rendering of an interior of one of the Vape Pods – source: Kure Corp.

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