On July 22, 2021 (the “Closing”), cbdMD, Inc.; Twenty Two Capital, LLC; Vieo Design, LLC; John J. Wiesehan III; and Bradley D. Trawick entered into an Asset Purchase Agreement. Under the Asset Purchase Agreement, the Company acquired from the Seller the CBD online marketplace, DirectCBDOnline.com, related trademarks, inventory, certain other assets, and assumed certain liabilities. The DirectCBDOnline.com website provides CBD education and information and a selection of the highest-quality CBD products, including, but not limited to, oils, tinctures, salves, capsules, and gummies. On July 22, 2021, pursuant to the Closing of the Asset Purchase Agreement Mr. John J. Wiesehan III was appointed Chief Revenue Officer of the Company. Mr. Wiesehan provided consulting services to the Company from June 2021 through the Closing. Mr. Wiesehan, age 37, founded Twenty Two in 2018 and has served as its chief executive officer since its inception. From September 2012 to October 2017 he served as vice president of sales for Ballantyne Brands LLC, a manufacturer of ENDS (non combustible tobacco) products. He is a graduate of Appalachian State University. The Company and Mr. Wiesehan entered into a two year employment agreement effective on the Closing. Under the terms of the employment agreement, the Company agreed to pay him an initial annual base salary of $180,000 and he is entitled to a discretionary bonus up to 40% of his base salary at the sole determination of the Compensation Committee of the Company’s board of directors. He will also be eligible for a one time cash performance bonus of $160,000 payable in cash upon the Company reporting total net sales (as defined under the employment agreement) equal or exceeding $16,000,000 for any fiscal quarterly period prior to September 30, 2022. In addition, he is entitled to participate in benefit programs the Company offers its employees and paid vacation. The employment agreement may be terminated by the Company in the event of his death or disability, by the company for cause (as defined in the employment agreement), or by either party without cause. The agreement contains customary confidentiality, non-compete, and indemnification provisions.