EX-10.1

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 17th, 2023 (the “Effective Date”), by and between Terry Wheatley (“Buyer”) and Vintage Wine Estates, Inc. (“Seller”). Buyer and Seller are referred to collectively herein as the “Parties” and individually as a “Party”.

WHEREAS, in connection with the termination of Buyer’s employment by Seller, the Parties have agreed that Seller shall sell to Buyer, and Buyer shall purchase from Seller, certain assets of Seller set forth on Exhibit B (the “IP Assets”) pursuant to the terms of this Asset Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and upon the terms and subject to the conditions hereinafter set forth, the Parties hereto, intending to be legally bound hereby, agree as follows:

1.1

Transaction. On and subject to the terms and conditions of this Agreement, at Closing, Buyer shall purchase, accept and receive from Seller, and Seller shall sell, convey, transfer, assign and deliver to Buyer, free and clear of all Encumbrances, all of the IP Assets in exchange for $3.00 (the “Purchase Price”).

1.3

Liabilities. At Closing, Buyer shall not assume and shall not be liable or responsible for any liabilities or obligations of whatever kind or nature, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due of Seller (collectively, “Liabilities”).

1.4

Nonassignable Assets. Nothing in this Agreement, the Bill of Sale or the consummation of the transactions contemplated hereby or thereby shall be construed as an attempt or agreement to assign or transfer any Purchased Asset to Buyer which by its terms or by Law is not assignable or transferable without a consent or is cancelable by a third party in the event of an assignment or transfer (a “Nonassignable Asset”), unless and until such consent shall have been obtained or Law satisfied.

2.1

Closing Date. The closing of the transactions contemplated hereby (the "Closing") shall take place via electronic transmittal of documents, or, if not possible, at the offices of Harter Secrest & Emery LLP in Rochester, New York (or at such other place as is agreed in writing by Buyer and Seller), on the Effective Date (the "Closing Date"). For financial accounting and tax purposes, to the extent permitted by Law, the Closing shall be deemed to have become effective as of 11 :59 p.m. on date immediately preceding the Closing Date (the "Effective Time").

(iv)

a consent and release from CannaCraft, Inc. ("CannaCraft") consenting to the assignment by Seller to Buyer of all of Seller's rights and obligations in connection with Seller's "Gem+Jane" obtained by Seller pursuant to that certain Asset Purchase Agreement by and between Seller and CannaCraft dated February 24, 2022, and releasing Seller from all past and future obligations to CannaCraft; and

3.1

Organization; Authority. Seller is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Nevada. Seller has all requisite corporate power and authority to cany on its business; execute, deliver and perform this Agreement and each Ancilla1y Agreement to which Seller is a party; and to consummate the transactions contemplated hereby and

thereby. This Agreement and each Ancillary Agreement to which Seller is a party has been duly and validly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with their respective terms, except as such enforcement shall be limited by bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and subject to general principles of equity.

3.2

No Conflict. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements to which Seller is a party, and the consummation by Seller of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the lapse of time, or both, (a) violate any provision of any Law to which Seller is subject, (b) violate any provision of the certificate of formation, operating agreement or other organizational or governance documents of Seller, or (c) violate or result in a breach of or constitute a default (or an event which might, with the passage of ti.me or the giving of notice, or both, constitute a default) under, or require the consent of or notice to any third party under, or result in or permit the termination or amendment of any provision of, or result in or permit the acceleration of the maturity or cancellation of performance of any obligation under, or result in the creation or imposition of any Encumbrance of any nature upon any of the assets of Seller or give to others any interests or rights therein under, any Contract or Permit to which Seller is a party or by which Seller may be bound or affected.

3.3

Consents. No consent, approval, or authorization of, or exemption by, or filing with, any Authority or other Person is required to be obtained or made by Seller in connection with the execution, delivery, and performance by Seller of this Agreement, or any Ancillary Agreement to which Seller is a party or the taking by Seller of any other action contemplated hereby or thereby.

4.1

Capacity; Authority. Buyer has full power and capacity to execute and deliver this Agreement and each Ancillary Agreement to which Buyer is a party, and to consummate the transactions contemplated hereby and thereby. Buyer has all requisite power and authority to perform this Agreement and each Ancillary Agreement to which Buyer is a party, and to consummate the transactions contemplated hereby and thereby. This Agreement and each Ancillary Agreement to which Buyer is a party has been duly and validly executed and delivered by Buyer and constitutes the valid and binding obligation of such Buyer enforceable against Buyer in accordance with their respective terms, except as such enforcement shall be limited by bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and subject to general principles of equity.

4.2

No Conflict. The execution, delivery and performance by Buyer of this Agreement and the Ancillary Agreements to which Buyer is a party, and the consummation by Buyer of the transactions contemplated hereby, does not and will not, with or without the giving of notice or the lapse of time, or both, (a) violate any provision of any Law to which Buyer is subject, (b) violate any provision of the certificate of formation, limited liability company agreement or other organizational or governance documents of Buyer, or (c) violate or result in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice, or both, constitute a default) under, or require the consent of any third party under, or result in or permit the termination or amendment of any provision of, or result in or permit the acceleration of the maturity or cancellation of performance of any obligation under, or result in the creation or imposition of any Encumbrance of any nature upon any of the assets of Buyer or give to others any interests or rights therein under, any Contract or Permit to which Buyer is a party or by which Buyer may be bound or affected; except, in each case, for violations, breaches, defaults, required consents, terminations, accelerations, Encumbrances or rights that in the aggregate would not materially hinder or impair the ability of Buyer to perform their obligations hereunder or the

4.3

Consents. No consent, approval, or authorization of, or exemption by, or filing with, any Authority or other Person is required to be obtained or made by Buyer in connection with the execution, delivery, and performance by Buyer of this Agreement, or any Ancillary Agreement to which Buyer is a party or the taking by Buyer of any other action contemplated hereby or thereby.

5.1

Confidentiality. Each Party shall keep confidential and not disclose to any other Person or use for such Party's own benefit or the benefit of any other Person any confidential or proprietary information, technology, know-how, trade secrets (including all results of research and development), customer, supplier and referral sources lists, inventions or other intellectual property regarding the other Party or the IP Assets ("Confidential Information") in such Party's possession or control. The obligations of the Parties under this Section 5.1 shall not apply to Confidential Information which (a) is or becomes generally available to the public without breach of the commitment provided for in this Section 5. l ; or (b) is required to be disclosed by Law; provided, however, that, in any such case, the disclosing Party shall notify the other party as early as reasonably practicable prior to disclosure to allow the other Party to take appropriate measures to preserve the confidentiality of such Confidential Information.

5.2

Nondisparagement. Each Party agrees that it shall not, and shall cause each of its Affiliates not to, at any time, in any written or oral communications with the press or other media, any customer, client, stakeholder, investor or supplier of any other Party, or its Affiliates, or any other Person, criticize, ridicule, or make or encourage any other Person to make any statement that disparages, is derogatory of, or is negative toward the personal or business reputation, conduct or practices of any other Party, any of its Affiliates, or any of their then current or former respective officers, directors, employees, representatives, agents or attorneys.

(a)

Buyer hereby grants Seller a worldwide, non-exclusive, limited, fully paid up, royalty-free, non-transferable, without the right to sublicense, license to use the Purple Cowboy IP until June 30, 2024 (the "Purple Cowboy Transition Date") for the purpose of liquidating existing inventory associated with the Purple Cowboy IP. The foregoing license includes, without limitation, the right to advertise, market, and promote existing inventory associated with the Purple Cowboy IP in all manners and forms of media. Seller hereby acknowledges that all goodwill arising from its use of the Purple Cowboy IP will inure to the sole and exclusive benefit of Buyer. Seller agrees that the quality of products, and all promotional material, websites, displays, advertisements and other material prepared in connection with the sale of products associated with the Purple Cowboy IP shall be of the high standards in the industry and shall maintain a consistent level of quality and that Buyer has the right to periodically monitor the Seller's use of the Purple Cowboy IP.

(b)

No later than December 31, 2024, Buyer shall purchase from Seller, and Seller shall sell to Buyer, all of Seller' inventory associated with the Purple Cowboy IP remaining at the Purple Cowboy Transition Date (the "Purple Cowboy lnventory"). The Purple Cowboy Inventory shall be valued at Seller's cost, plus shipping costs incurred by Seller in shipping the Purple Cowboy Inventory to Buyer.

(d)

From the date of this Agreement until the Purple Cowboy Transition Date, Seller shall make sponsorship payments, as directed by Buyer, to "Tough Enough to Wear Pink" of all gross profits received from sales of inventory associated with the Purple Cowboy IP. Such sponsorship payments shall be made by Seller at a rate of $20,000 per month beginning August 1, 2023, due and payable within five days of the first day of each month, with a final payment of the total amount due through the Purple Cowboy Transition Date minus sponsorship payments made between August 1, 2023, and the Purple Cowboy Transition Date due, if any, in July 2024. In the event that, as of the Purple Cowboy Transition Date, Seller has made monthly sponsorship payments pursuant to this Section 5.3(d) in excess of the amount due pursuant to this Section 5.3(d), Buyer shall cause such excess to be refunded to Seller within 30 days of the Purple Cowboy Transition Date. "Gross profits" as used in this subsection shall be defined as net sales revenue recognized by Seller less the cost of goods sold recognized by Seller.

(a)

Buyer hereby grants Seller a worldwide, partially non-exclusive (with respect to trademarks) and partially exclusive (with respect to online media), limited, fully paid up, royalty-free, non-transferable, without the right to sublicense, license to use the Wine Sisterhood IP until Seller has liquidated its existing inventory associated with the Wine Sisterhood IP for the purpose of liquidating existing inventory associated with the Wine Sisterhood IP. The foregoing license includes, without limitation, the right to advertise, market, and promote existing inventory associated with the Wine Sisterhood IP in all manners and forms of media, including the "Wine Sisterhood" online community. Seller hereby acknowledges that all goodwill arising from its use of the Wine Sisterhood IP will inure to the sole and exclusive benefit of Buyer. Seller agrees that the quality of products, and all promotional material, websites, displays, advertisements and other material prepared in connection with the sale of products associated with the Wine Sisterhood IP shall be of the high standards in the industry and shall maintain a consistent level of quality and that Buyer has the right to periodically monitor the Seller's use of the Wine Sisterhood IP.

5.6

Offer Right. Seller shall provide Buyer with the opportunity to bid on all sales of brands by Seller that commence during the six-month period after the Effective Date. For avoidance of doubt, the foregoing Seller obligation shall not constitute a right of first negotiation or right of first refusal.

(a)

In order to facilitate the resolution of any claims made by or against or incurred by Seller or with respect to the IP Assets after the Closing, for a period of seven years following the Closing, Buyer shall: (i) retain those books and records that (A) constitute IP Assets and (B) relate to periods prior to the Closing, in each case to the extent such books and records relate to any Excluded

Asset or Excluded Liability; and (ii) upon reasonable notice, afford the representatives of Seller reasonable access (including the right to make, at Seller's expense, photocopies), during normal business hours, to such books and records; provided, however, that any such books and records related to Tax matters shall be retained for the full period of the applicable statutes of limitations plus 60 days. Notwithstanding the foregoing, the Buyer shall not be obligated to provide Seller with access to any books or records where such access would violate any applicable Law.

(b)

From time to time after the Closing, Buyer shall, at the request of Seller, execute and deliver any further instruments or documents and take all such further action as Seller may reasonably request in order to evidence the consummation of the transactions contemplated hereby. From time to time after the Closing, Seller shall, at the request of Buyer, execute and deliver any further instruments or documents and take all such further action as Buyer may reasonably request in order to evidence the consummation of the transactions contemplated hereby.

6.1

Definitions. The terms defined in Exhibit A hereto, whenever used herein, shall have the meanings set forth on Exhibit A for all purposes of this Agreement. The definitions on Exhibit A are incorporated into this Agreement as if fully set forth at length herein and all references to a section in such Exhibit A are references to such section of this Agreement.

(b)

Whenever used in this Agreement, (i) "including" (or any variation thereof) means including without limitation, (ii) any reference to gender shall include all genders, and (iii) where a word is defined herein, references to the singular shall include references to the plural and vice versa.

(c)

The Parties acknowledge and agree that (i) each Party and its counsel have reviewed the terms and provisions of this Agreement and have contributed to its drafting, (ii) the normal rule of construction, to the effect that any ambiguities are resolved against the drafting party, shall not be employed in the interpretation of it, and (iii) the terms and provisions of this Agreement shall be construed fairly as to all Parties hereto and not in favor of or against any Party, regardless of which Party was generally responsible for the preparation of this Agreement.

(e)

Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective heirs, successors and assigns of the Parties hereto; provided however, that this Agreement may not be assigned by Buyer without the prior written consent of Seller.

(f)

Modification and Waiver. No amendment, modification, or alteration of the terms or provisions of this Agreement shall be binding unless the same shall be in writing and duly executed by the Parties hereto, except that any of the terms or provisions of this Agreement may be waived in writing at any time by the Party that is entitled to the benefits of such waived terms or provisions. No single waiver of any of the provisions of this Agreement shall be deemed to or shall constitute, absent an express statement otherwise, a continuous waiver of such provision or a waiver of

any other provision hereof (whether or not similar). No delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof.

(g)

Expenses. Except as otherwise expressly provided herein, each of the Parties hereto shall bear the expenses incurred by that Party incident to this Agreement and the transactions contemplated hereby, including all fees and disbursements of counsel and accountants retained by such Party, whether or not the transactions contemplated hereby shall be consummated.

(h)

Notices. Any notice, request, instruction, or other document to be given hereunder by any Party hereto to any other Party shall be in writing and shall be given by delivery in person, by electronic mail, by electronic facsimile transmission, by overnight courier or by registered or certified mail, postage prepaid (and shall be deemed given when delivered if delivered by hand, when delivered if delivered by electronic mail, when transmission confirmation is received if delivered by facsimile during normal business hours (or the next Business Day if delivered by fax after normal business hours), one Business Day after deposited with an overnight courier service if delivered by overnight courier and three days after mailing if mailed), as follows:

Harter Secrest & Emery LLP 1600 Bausch & Lomb Place Rochester, New York 14604 Attn: Alexander R. McClean Email: amcclean@hselaw.com

6.3

Governing Law; Consent to Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the State of Nevada applicable to agreements made and to be performed wholly within that jurisdiction. Each Party hereto, for itself and its heirs, successors and assigns, irrevocably agrees that, any suit, action or proceeding arising out of or relating to this Agreement may be instituted only in the United States District Court located in Reno, Nevada or in the absence of jurisdiction, the state courts located in Reno, Nevada, and generally and unconditionally accepts and irrevocably submits to the exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby from which no appeal has been taken or is available in connection with this Agreement. Each Party, for itself and its heirs, successors and assigns, irrevocably waives any objection it may have now or hereafter to the laying of the venue of any such suit, action or proceeding, including any objection based on the grounds of forum non conveniens, in the aforesaid

courts. Each of the Parties, for itself and its heirs, successors and assigns, irrevocably agrees that all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 6.2(h) or at such other address of which the other Parties shall have been notified in accordance with the provisions of Section 6.2(h), such service being hereby acknowledged by the Parties to be effective and binding service in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law.

6.4

Enforcement of Agreement. The Parties hereto agree that irreparable damage would occur if any of the provisions of this Agreement was not performed in accordance with its specific terms or was otherwise breached. Therefore, it is agreed that the Parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled hereunder, at law or in equity. Each of the Parties hereto hereby agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants, agreements and obligations of such Parties under this Agreement. Each of the Parties hereto hereby waives (i) any defense in any action for specific performance that a remedy at law would be adequate (or any similar defense), (ii) any requirement under any Law to post a bond or other security as a prerequisite to seeking or obtaining equitable relief, and (iii) any requirement to show actual damages.

6.5

Public Announcements. Buyer shall not make any public statements, including any press releases, with respect to this Agreement and the transactions contemplated hereby without the prior written consent of Seller except as may be required by Law. If a public statement is required to be made by Law, the Parties shall consult with each other in advance as to the contents and timing thereof.

6.6

No Third Party Beneficiaries. This Agreement is intended and agreed to be solely for the benefit of the Parties hereto and their heirs and permitted successors and assigns, and no other Party shall be entitled to rely on this Agreement or accrue any benefit, claim, or right of any kind whatsoever pursuant to, under, by, or through this Agreement.

6.8

Delivery by Facsimile and Email. This Agreement and any amendments hereto, to the extent signed and delivered by means of a facsimile machine or by electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.signnow.com, .PDF or other similar electronic format), shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No Party hereto shall raise the use of a facsimile machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or electronic mail as a defense to the formation or enforceability of this Agreement and each such Party forever waives any such defense.

IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed on its behalf as of the date first above written.

(b)

"Ancillary Agreement" means any agreement, exhibit, schedule, statement, document or certificate executed or delivered in accordance with, in connection with or required by this Agreement, and any other agreement or certificate specifically identified as an Ancillary Agreement for purposes of this Agreement.

(f)

"control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of stock, as trustee or executor, by contract or credit arrangement or otherwise.

(k)

"Tax" means (i) any federal, state, local or foreign income, gross receipts, sales, use, ad valorem, transfer, franchise, license, withholding, payroll, employment, excise, severance, stamp, occupation, property taxes (real or personal), including unpaid property taxes, premium, windfall profits, environmental assessments, alternative or add-on minimum, custom duties, capital stock, profits, social security (or similar), unemployment, disability, estimated, or any other tax of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts, whether disputed or not, and (ii) any obligation to indemnify or otherwise assume or succeed to any Liability described in clause (i) hereof of any other Person whether by contract or under common law doctrine of de facto merger and successor liability or otherwise.


By:	/s/ Jon Moramarco
Name:	Jon Moramarco
Title:	Interim Chief Financial Officer


	/s/ Terry Wheatley
	Terry Wheatley


"Agreement"	Preamble
"Bill of Sale"	2.2(a)(ii)
"Buyer"	Preamble
"CannaCraft''	2.2(a)(iv)
"Closing"	2.1
"Closing Date"	2.1
"Confidential Information"	5.1
"Effective Time"	2.1
"IP Assets"	Recitals
"Liabilities"	1.3
"Nonassignable Asset''	1.4
"Party"	Preamble
"Parties"	Preamble
"Purple Cowboy Inventory"	5.3(a)
"Purple Cowboy IP"	5.3(a)
"Purple Cowboy Transition Date"	5.3(b)
"Seller"	Preamble