ASSET PURCHASE AGREEMENT
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”.
RECITALS
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:
ARTICLE I. THE TRANSACTION
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ARTICLE II.
CLOSING
ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Buyer as follows:
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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.
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to Seller as follows:
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consummation of the transactions contemplated hereby.
ARTICLE V. COVENANTS
5.3 "Purple Cowboy" Brand Transition.
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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.
ARTICLE VI. MISCELLANEOUS
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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.
to Seller, to:
Vintage Wine Estates, Inc. 205 Concourse Blvd.
Santa Rosa, California 95403 Attn: Jon Moramarco
Email: Jon@vintagewineestates.com with a copy to:
Harter Secrest & Emery LLP 1600 Bausch & Lomb Place Rochester, New York 14604 Attn: Alexander R. McClean Email: amcclean@hselaw.com
to Buyer to:
Terry Wheatley
[***]
[***]
or at such other address for a Party as shall be specified by like notice.
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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.
[Signature page follows.]
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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.
VINTAGE WINE ESTATES, INC.
By: | /s/ Jon Moramarco |
Name: | Jon Moramarco |
Title: | Interim Chief Financial Officer |
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| /s/ Terry Wheatley |
| Terry Wheatley |
[Asset Purchase Agreement]
Exhibit A Definitions
"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 |
Exhibit B IP Assets