Raymond Scott Coffman - 11 Jan 2024 Form 4 Insider Report for cbdMD, Inc. (YCBD)

Footnote F1

Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement") dated December 3, 2018, which closed on December 20, 2018 (the "Closing Date"), CBD Holding, LLC ("CBDH"), was entitled to receive (the "Earnout Rights") up to 338,889 additional shares of the Issuer's common stock for no additional consideration (the "Earnout Shares"), with such Earnout Shares to be issued upon the satisfaction of certain aggregate net revenue criteria. The issuance of the Earnout Shares was approved by the Issuer's shareholders in April 2019. On February 26, 2020, CBDH distributed the Earnout Rights to its members, including Coffman Family Office, LLC, on a pro rata basis. On January 11, 2024, in accordance with the terms of the Merger Agreement, as amended, the Issuer determined that the net revenue criteria for the final Marking Period had been achieved and issued an aggregate of 19,818 shares of its common stock, including 13,011 to Coffman Family Office, LLC.

Footnote F2

Includes (i) 81,867 shares held of record by Edge of Business, LLC ("Edge of Business"); and (ii) 305,828 shares held of record by the Coffman Family Office. The Reporting Person disclaims beneficial ownership of the securities held of record by each of these entities except to the extent of his pecuniary interest therein. The Reporting Person has the sole power to vote and dispose of all of the shares of common stock held of record by Edge of Business. Coffman Management, LLC ("Coffman Management") is the Manager of the Coffman Family Office and the Reporting Person is the Manager of Coffman Management. The Reporting Person has sole power to dispose of all shares of common stock held by the Coffman Family Office and sole right to vote all the shares of common stock held by the Coffman Family Office.