Exhibit 10.8


 


CONTRACTOR
AGREEMENT





 


This Contractor
Agreement (the “Agreement”) is effective as of March 15, 2021 (the “Effective Date”), by
and between Fresh Grapes, LLC, a Texas limited liability company (the “Company”), and Tribe of Five, LLC, a California
limited liability company (“Contractor”), collectively referred to herein as the (“Parties”).


 


BACKGROUND


 


A. The
Company wishes to obtain the services of Contractor in accordance with the terms and conditions of this Agreement and wishes to obtain
reasonable protection against the use of the Company’s confidential business information.


 


B. Contractor
wishes to provide services to the Company in exchange for compensation and is willing to grant the Company the benefits of the various
covenants contained herein.


 


AGREEMENT


 


Now,
Therefore, in consideration of the foregoing Background facts on which Contractor and the Company agree, and the terms and conditions
below, Contractor and the Company hereby agree as follows:


 


1. Contractor
Services. The Company hereby engages Contractor to render services to the Company, and Contractor agrees to provide those services,
upon the terms and conditions set forth in this Agreement. The services to be provided hereunder (the “Services”) will
consist of securing Nina Dobrev and Julianne Hough (each, a “Celebrity”) to serve as members and celebrity ambassadors
of the Company. The Services will be deemed earned by Contractor upon the Celebrities’ becoming members of the Company and entering
into license agreements with the Company, in a form acceptable to the Company. Contractor agrees that all services to be provided under
this Agreement will be performed by Trent Broin. As of the Effective Date both Celebrities have executed the necessary documents and the
Contractor’s work is complete.


 


2. Intentionally
Omitted.


 


3. Compensation.
In consideration for the services rendered by Contractor during the Term, the Company will issue to Contractor 140,300 Class F Units representing
membership interests in the Company (the “Units”), which Units represent 10% of the outstanding units of the Company
immediately after the issuance of units of the Company to the Celebrities upon their becoming members of the Company.


 


4. Representations,
Warranties and Certain Covenants of Contractor.


 


(a) Contractor
has had an opportunity to ask questions of, and receive answers from, the Company concerning the business, management and financial affairs
of the Company and the terms and conditions of the Contractor’s prospective receipt of the Units. Contractor has had an opportunity
to obtain, and has received, any additional information deemed necessary by Contractor to verify such information in order to form a decision
concerning an investment in the Company.


 


(b) Contractor
has been advised to seek legal counsel concerning Contractor’s prospective investment in the Company.


 




     


     


    

 


(c) Contractor
represents and warrants that the Units will be acquired for Contractor’s own account and for Contractor’s investment and without
the intention of reselling or redistributing the same, that Contractor has made no agreement with others regarding any of such Units and
that Contractor’s financial condition is such that it is not likely that it will be necessary to dispose of any of the Units in
the foreseeable future. Contractor understands that the prospective issuance of the Units has not been registered under the Securities
Act of 1933, as amended, or any state or foreign securities laws in reliance on exemptions from registration under both such acts, and
that, accordingly, the Units may not be resold by the undersigned unless they are registered under both the Securities Act of 1933, as
amended, and applicable state or foreign securities laws or are sold in transactions which are exempt from such registration. Contractor
therefore agrees not to sell, assign, transfer or otherwise dispose of the Units unless a registration statement relating thereto has
been duly filed and become effective under the Securities Act of 1933, as amended, and applicable state or foreign securities laws, or
unless in the opinion of counsel satisfactory to the Company no such registration is required under the circumstances. There is not currently
a public market for the Units; and accordingly, for the above and other reasons, Contractor may not be able to liquidate an investment
in the Units for an indefinite period.


 


(d) Contractor
realizes that an investment in the Units involves a high degree of risk, including the risks of receiving no return on the investment
and of losing Contractor’s entire investment in the Company. Contractor is able to bear the economic risk of investment in the Units,
including the total loss of such investment. The Company can make no assurance regarding its future financial performance or as to the
future profitability of the Company.


 


(e) Contractor
has such knowledge and experience in financial and business matters that Contractor is capable of evaluating the merits and risks of an
investment in the Units. Contractor has obtained, to the extent deemed necessary, Contractor’s own personal professional advice
with respect to the risks inherent in, and the suitability of, an investment in the Units in light of Contractor’s financial condition
and investment needs. Contractor understands that no federal or state agency has made any finding or determination as to the fairness
for investment, nor any recommendation or endorsement, of the Units.


 


(f) Contractor
understands that Contractor (and not the Company) shall be responsible for Contractor’s own tax liability that may arise as a result
of this investment or the transactions contemplated by this Agreement. Contractor certifies that the number shown on the signature page
below is Contractor’s correct social security or taxpayer identification number.


 


(g) Contractor’s
principal residence or business address, and the location where the securities are being purchased, is Contractor’s address listed
below.


 


(h) Contractor
consents to the inscription on the certificate or certificates representing the Units, if certificated, of the following legend reciting
the above restrictions on the transferability of the Units:


 


The Securities represented by this
certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and have not been
registered under any state securities laws. These Securities may not be sold, offered for sale or transferred without first obtaining
(i) an opinion of counsel satisfactory to the Company that such sale or transfer lawfully is exempt from registration under the Securities
Act and under the applicable state securities laws or (ii) such registration.


 


(i) Contractor
represents that it does qualify as an “accredited investor” as that term is defined in Regulation D under the Securities Act
because the undersigned satisfies the criteria indicated on the signature page hereto. The undersigned agrees to furnish any additional
information which the Company or its legal counsel deem necessary in order to verify the responses set forth above.


 


(j) In
connection with any initial public offering of the Company’s securities and upon request of the Company or the underwriters managing
any underwritten offering of the Company’s securities, Contractor agrees, provided that the Company’s officers and directors
are subject to substantiality similar restrictions, not to sell, make any short sale of, loan, grant any option for the purchase of, or
otherwise dispose of any securities of the Company (other than those included in the registration) without the prior written consent of
the Company or such underwriters, as the case may be, for such period of time (not to exceed 214 days) from the effective date of such
registration as may be requested by the Company or such managing underwriters and, if requested by the Company or such underwriters, to
execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering.


 




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5. Independent
Contractor. Contractor will operate at all times as an independent contractor of the Company, and is in no way considered an employee,
agent or representative of the Company. This Agreement does not authorize either Party to act for the other Party as its agent or to make
commitments on the other Party’s behalf. Contractor will be responsible for paying any and all taxes (including but not limited
to, income, unemployment insurance, worker’s compensation, and Social Security taxes) pursuant to any law or requirement relating
to Contractor, and will indemnify and hold harmless the Company with respect to those payments. The Company is relying on Contractor’s
knowledge, experience, skill, and expertise to enable Contractor to determine how to render services under this Agreement and the Company
will not specify the means or methods of how Contractor will render those services.


 


6. Miscellaneous.
This Agreement may be amended only in a writing signed by both Parties. This Agreement sets forth the parties’ final and
entire agreement with respect to the subject matter hereof and supersedes any and all prior understandings and agreements. This
Agreement will be binding upon Contractor and the Company and their respective successors, assigns, heirs, executors and
beneficiaries; provided, however, that Contractor’s services are unique and personal and, accordingly,
Contractor may not assign Contractor’s rights or delegate Contractor’s duties under this Agreement without the prior
written consent of the Company. Any waiver by either Party of compliance with any provision of this Agreement by the other Party
will not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such Party of
a provision of this Agreement. Each Party will, without further consideration, execute such additional documents as may be
reasonably required in order to carry out the purpose and intent of this Agreement. Any notice or other communication required or
permitted to be given under this Agreement shall be in writing, by electronic mail (with proof of transmission), overnight mail or
regular mail, postage prepaid, address to the party to be notified. All communication shall be deemed given three days after
deposited in the U.S. mail or when received if sent by any other method. Notices shall be addressed to the Company at 505 Highway
169 North, Suite 255, Plymouth, MN 55441, Attention: President, or to Contractor at the address of Contractor on the Company’s
books and records, or to such other addresses as either party may designate in writing to the other party. If any one or more of the
provisions (or portions thereof) of this Agreement will for any reason be held by a final determination of a court of competent
jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability will not
affect any other provisions (or portions of the provisions) of this Agreement, and the invalid, illegal or unenforceable provisions
will be deemed replaced by a provision that is valid, legal and enforceable and that comes closest to expressing the intention of
the parties hereto. This Agreement will be interpreted in accordance with and governed by the laws of the State of Texas,
exclusive of its conflict of law provisions. Contractor understands the meaning and legal consequences of the agreements,
representations and warranties contained herein, agrees that such agreements, representations and warranties shall survive and
remain in full force and effect after the execution hereof and any receipt of the Units, and further agrees to indemnify and hold
harmless the Company and each current and future officer, director, employee, agent and member of the Company from and against any
and all loss, damage or liability due to, or arising out of, a breach of any agreement, representation or warranty of the
undersigned contained herein. This Agreement may be executed in any number of counterparts, each of which will be deemed an
original, but all of which will constitute but one and the same agreement.


 


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In
Witness Whereof, the parties have executed this Contractor Agreement effective as of the date first written above.








 


	 	FRESH GRAPES, LLC
	 	 	 
	 	By:	/s/ Damian Novak
	 	Name: 	Damian Novak
	 	Title:	Chairman



 


	 	TRIBE OF FIVE, LLC
	 	 
	 	By:	/s/ Trent Broin
	 	Name: 	Trent Broin
	 	Title:	Manager



 


	 	Federal Tax ID:	 



 


	 	Address:	 
	 	 	 
	 	 	 



 


 


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