1.

Licensor is the subtenant of an improved parcel of land which includes an approximately 50,000 square foot commercial building with a street address of 8845 Red Oak Blvd., Charlotte, North Carolina 28217 (the "Property").

2.

Licensee desires to occupy so much of the Property not currently being used by the Licensor (the "Licensed Property").

3.

Licensor is willing to grant Licensee a license with respect to the Licensed Property on terms and conditions more particularly described below.

1.

Recitals. The foregoing recitals are incorporated by reference as though fully set forth herein.

2.

Grant of License. Subject to the terms and conditions set forth in this Agreement, Licensor grants to Licensee a license to possess and use the Licensed Property (the "License") during the Term (as defined below) solely for the purpose of general office use.

3.

Term. The term (the "Term") of this Agreement shall commence on the Effective Date and shall terminate on the earlier of (i) the termination of that certain Lease Forbearance Agreement of even date herewith between Licensor and Licensee, and (ii) July 31, 2024 (the "Vacancy Date"). Termination of this Agreement also will result in termination of the Sublease between the parties dated July 11, 2019.

4.

Condition of Premises. Licensor shall turn over the Licensed Property to Licensee in good and clean condition with all damages repaired from Licensor’s occupancy, ordinary wear and tear excepted.

5.

License Fees. Licensee shall not pay any fee for the occupancy rights granted in this Agreement.

6.

Assumption of Risk; Release. Licensee shall use the Licensed Property at its own risk, and Licensee assumes all risk of loss of or damage to its property and equipment, or of personal injury, in its activities upon the Licensed Property. Licensee hereby releases Licensor, its members, officers, agents, employees, successors and assigns to the full extent permitted by law, from all claims of any kind resulting in loss of life, bodily injury or property damage, and arising from Licensee’s use of the Licensed Property.

7.

Compliance with Law. Licensee shall be responsible, at its sole expense, for compliance with all applicable laws, regulations, ordinances, orders, permits and other legal requirements in connection with its activities on the Licensed Property during its possession of the Licensed Property.

8.

Liens. Licensee shall be obligated to pay for all services and materials provided in connection with its activities on the Licensed Property and shall promptly cause to be removed of record any lien or claim for lien filed against any property of Licensor in connection with such activities. This obligation shall survive the expiration or earlier termination of this Agreement.

9.

Insurance. Throughout the Term, Licensee shall maintain the insurance as required of Tenant by Section 13(c) of the Lease Agreement by and between BBFH Holdings, LLC and FreemanWhite, Inc. dated December 15, 2006.

10.

Prorations and Adjustments. Licensee shall pay for all utilities and expenses incurred with respect to the Licensed Property during the Term, including, without limitation, telephone, water, storm and sanitary sewer, electricity, gas, garbage and waste removal.

11.

Default. If Licensee fails to perform any obligation under this Agreement, and fails to cure the default on the earlier of the expiration of the Term or within three (3) business days after written notice from Licensor, then Licensor shall have the right to terminate this Agreement. In the event of any termination of this Agreement by Licensor, Licensor may also recover all damages to which it may be entitled resulting from that breach at law, in equity or pursuant to this Agreement.

12.

Notices. All notices, demands, requests, and other communications required or permitted hereunder shall be in writing. Notices may be provided by counsel to Licensor and Licensee on their behalf. All such notices, demands, requests and other communications (and copies thereof) shall be deemed to be delivered: (a) if sent by messenger, upon personal delivery to the party to whom the notice is directed; (b) if sent by e-mail on (i) the day sent so long as such email notice is sent within business hours on that day (unless a different time period is provided here), or (ii) the next day if sent after business hours on the day sent or sent on a non-business day; (c) if sent by overnight courier, with request for next day delivery, on the next day after sending; or (d) when actually received after deposit in a regularly maintained receptacle for the United States mail, registered or certified, return receipt requested, postage prepaid, addressed as set forth in the signature page of this Agreement (or to such other address as any party may specify by notice given pursuant to this Section12). Any notices, demands, requests and other communications sent via (c) or (d) above shall be also sent via (b) above within one (1) business day after sent via (c) or (d) above, it being understood by the parties hereto that the services used by methods (c) and (d) have been strained lately and delivery times are frequently missed, mailings lost, etc., and the parties desire that notices (or copies thereof) actually be delivered to the intended party.

13.

Assignment. Licensee's rights under this Agreement shall not be assignable or transferable without the prior written consent of Licensor, which may not be unreasonably withheld.

14.

Miscellaneous.

a.

This Agreement represents the entire agreement between Licensor and Licensee as to the License, and there are no other agreements, terms or conditions that have not been incorporated herein, other than the Lease Forbearance Agreement of even date herewith.

b.

This Agreement shall not be modified, revoked, released or terminated, except upon the mutual consent of Licensor and Licensee.

c.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of North Carolina.

d.

Each party represents and warrants to the other party that it has full right and authority to enter into this Agreement and to perform all its obligations under this Agreement.

e.

If any provision of this Agreement, or its application to any party or circumstance, shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to any other party or circumstance, other than those as to which it is so determined invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law. If any date specified in this Agreement for the performance of an obligation, the giving of a notice, or the expiration of a time period falls on a Saturday, Sunday, or bank holiday, then this Agreement shall be automatically revised so that such date falls on the next occurring business day.

f.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall comprise by one and the same instrument. Documents executed, scanned and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Agreement or any other document necessary for the consummation of the transactions contemplated by this Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act, Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act, and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties the same as if it were physically executed and each party hereby consents to the use of any third-party electronic signature capture service providers as may be chosen and utilized by any party.

g.

If either party institutes an action or proceeding relating to or arising out of this Agreement, or the transaction contemplated hereby, or in the event any party is in default of its obligations pursuant hereto and thereto, whether or not suit is filed or prosecuted to final judgment, the prevailing party shall be entitled to reasonable attorneys' fees and to all court costs incurred, in addition to any other damages or relief awarded.

LICENSOR

CBDMD, INC., a North Carolina corporation

By:       ___________________________________
Name:  T. Ronan Kennedy
Title:    Authorized Officer
Date of Licensor's Execution: _______________

Initial address for notices to Licensor:

cbdMD, Inc.
2101 Westinghouse Blvd
Charlotte, NC 28273
E-mail: ronan.kennedy@cbdmd.com
Attn: T. Ronan Kennedy

LICENSEE

HSKL, INC., FORMERLY FREEMANWHITE, INC., a North Carolina corporation

By:       ___________________________________
Name:  ________________
Title:    _____________________
Date of Licensee's Execution:  _______________

Initial address for notices to Licensee:

HSKL, Inc., formerly FreemanWhite, Inc.
111 Riverside Avenue
Jacksonville, FL 32202
E-mail: jeff.miller@haskell.com
Attn: Jeff Miller

1.

Sublandlord and Subtenant entered into that certain Sublease Agreement dated 7/11/2019 (the "Sublease"), whereby Sublandlord currently leases the following real property to Subtenant: 8845 Red Oak Blvd., Charlotte, North Carolina 28217 (the "Demised Premises").

2.

Subtenant acknowledges that it is delinquent in the payment of the installments of both Minimum Rent and Additional Rent due under the Sublease for the period of September 1, 2023 through the Effective Date (the "Delinquent Rent") and said delinquency constitutes an Event of Default under the Sublease.

3.

Subtenant has requested, and Sublandlord has agreed, to forbear from exercising its remedies relating to the Sublease in order to allow Subtenant an opportunity to execute and implement a plan to improve its financial condition and repay the Delinquent Rent, and Subtenant is willing to agree to the below terms of this Agreement in an effort to induce Sublandlord to so forbear.

4.

Sublandlord has agreed to forbear from exercising its remedies under the Sublease, subject to the terms and conditions of this Agreement.

1.

Affirmation of Recitals. The Recitals set forth above are true and correct and are incorporated herein by this reference.

2.

Forbearance Conditions. In exchange for Sublandlord's agreement to forbear from proceeding to exercise its remedies against Subtenant under the Sublease, and the declaration of default related to the Delinquent Rent that has occurred, Subtenant understands, acknowledges and agrees as follows:

2.1.

Subtenant shall make the following electronic payments to Sublandlord: $80,000 upon the full execution of this Agreement, followed by $40,000 payments on April 1, May1, June 1 and July 1, 2024;

2.2.

Subtenant, at its sole expense, shall remove its exterior signage from the Demised Premises and repair any resulting damage by March 31, 2024; and

2.3.

Subtenant shall enter into that certain License Agreement of even date herewith licensing Sublandlord's occupancy and use of the Demised Premises until the Forbearance Expiration Date.

2.4.

Unless otherwise terminated as allowed herein, this Agreement shall terminate on July 31, 2024 (the "Forbearance Expiration Date").

2.5.

Any payment received by Sublandlord will be applied to the delinquency as set forth herein without prejudice to the right of Sublandlord, its successors and/or assigns to proceed with any available remedies against Subtenant where appropriate without sending any notices, demands or acceleration letters in the event that any payment or payments pursuant to this Agreement are not made in a timely manner or in the event that Subtenant fails to comply with any other provision of this Agreement. In the event that any portion of the terms and conditions of this Agreement are not complied with by Subtenant, Sublandlord may immediately proceed with its available remedies under the Sublease including, but not limited to, terminating, without prior notice, Subtenant's right to possession of the Demised Premises, and no funds which have been received by Sublandlord pursuant to this Agreement will be returned.

2.6.

Sublandlord's obligation to forbear hereunder is further limited by each of the following:

2.6.1.

Sublandlord's forbearance shall extend to the Forbearance Expiration Date and shall include any and all Events of Default that may occur from and after the Effective Date, except for the Subtenant's obligations set forth in this Section 2.

2.6.2.

Sublandlord shall dismiss (without prejudice) that certain Complaint in Summary Ejectment filed in Mecklenburg County, North Carolina on February 27, 2024.

3.

No Reinstatement. It is expressly understood that by Sublandlord's execution of this Agreement it shall by no means be considered or construed as a waiver of Sublandlord's rights or remedies at law, in equity or under the Sublease upon Subtenant's further default.

4.

Further Assurances and Acknowledgment of Parties Regarding Obligations. Sublandlord and Subtenant hereby confirm, renew, and extend the rights, titles, security interests, liens, powers and privileges existing under or by virtue of the Sublease until all of the Subtenant's obligations evidenced by the Sublease have been completed and paid in full. Subtenant and Sublandlord agree that this Agreement shall not in any way or manner release, discharge, affect, change, modify or impair the debts, duties, obligations, liabilities, rights, titles, security interests, liens, powers and privileges existing by virtue of, arising under or in connection with, or relating to the Sublease, the purpose of this Agreement being simply to confirm, renew, extend and modify the full payment of the Delinquent Rent evidenced by the Sublease in accordance with the terms and provisions herein and to continue and carry forward all of the rights, titles, security interests, liens, powers and privileges existing by virtue of the Sublease, each of which are hereby acknowledged by Subtenant and Sublandlord to be legal, valid and subsisting. Sublandlord and Subtenant agree that a modification or amendment of the Sublease is expressly denied and not intended to be effected, and the terms, provisions, conditions, rights, duties and obligations contained in the Sublease shall remain unchanged by this Agreement and in full force and effect.

5.

Legal Counsel. Each party acknowledges that it has been afforded the opportunity to seek the advice of legal counsel in connection with the negotiation and preparation of this Agreement. If a party has chosen not to obtain legal representation, whether due to cost considerations or for other reasons, the lack of such representation shall not furnish such party with any defense to the enforcement of this Agreement by the other party.

6.

Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon Sublandlord and Subtenant and their respective successors and assigns.

7.

Entire Agreement. This Agreement and the License Agreement contain all of the terms of the agreement between Subtenant and Sublandlord with respect to the subject matter hereof and supersede all prior discussions and agreements between Subtenant and Sublandlord.

8.

Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holdings shall not affect the validity or enforceability of any other provision hereof.

9.

Full Force and Effect / Assigns. Except as expressly modified herein, all terms of the Sublease shall be unchanged and shall remain in full force and effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

10.

Governing Law. This Agreement shall be construed in accordance with the laws of North Carolina, without regard to its conflict of law principles, performable and with venue proper within Mecklenburg County, North Carolina.

11.

Capitalized Terms. All capitalized terms not defined herein shall have the meanings given to them in the Sublease. In the case of a conflict, the terms of this Agreement shall prevail.

12.

Counterparts; Electronic Copies. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall comprise one and the same instrument. Documents executed, scanned and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Agreement or any other document necessary for the consummation of the transactions contemplated by this Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act, Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties the same as if it were physically executed and each party hereby consents to the use of any third-party electronic signature capture service providers as may be chosen and utilized by any party.

HSKL, INC., FORMERLY FREEMANWHITE, INC., a North Carolina corporation

By:       _____________________________________
Name:  _____________________________
Title:    Authorized Officer

CBDMD, INC., a North Carolina corporation

By:       _____________________________________
Name:  T. Ronan Kennedy
Title:    Authorized Officer