Exhibit 10.1


 


Assignment and Assumption Agreement


 


[COD Management, LLC]


 


Dated as of October [___], 2022


 


This Assignment and Assumption
Agreement (this “Assignment”) is entered into as of the date first set forth above (the “Assignment Date”), by
and among (i) Renown Pharmaceuticals, LLC (“Assignor”) and (ii) Orchard Tails, LLC, a Delaware limited liability company (“Assignee”).
Each of Assignee and Assignor may be referred to herein collectively as the “Parties” and separately as a “Party.”
This Assignment is joined by COD Management, LLC (“Seller”) for purposes of evidencing the agreement and consent of Seller
to the transactions set forth here.


 


WHEREAS, Assignor and Seller
at the parties to that certain Purchase Agreement, dated as of September 23, 2022 (the “Purchase Agreement”); and


 


WHEREAS, Assignor now desires
to assign to Assignee the Purchase Agreement, and all of Assignor’s right, title and interest in the Purchase Agreement, such that
Assignee shall be the “Buyer” for all purposes of the Purchase Agreement; and


 


WHEREAS, Seller consents to
such assignment;


 


NOW, THEREFORE, in consideration
of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the Parties agree as follows:


 


1. Assignment.
Effective as of the Assignment Date, Assignor hereby assigns, transfers and conveys to Assignee the Purchase Agreement and any and all
of Assignor’s right, title and interest in and to the Purchase Agreement including, without limitation, all rights, benefits and
advantages of the Assignor to be derived therefrom and all burdens, obligations and liabilities to be derived thereunder, in consideration
of the premises set forth herein and the premises and consideration as set forth in the Agreement. Hereafter, Assignor disclaims any
further interest in the Purchase Agreement, and Assignee shall be the “Buyer” for all purposes of the Purchase Agreement,
and the Purchase Agreement is hereby deemed amended to the extent required to give effect thereto.


 


2. Acceptance
and Indemnification. Assignee hereby expressly accepts the assignment and transfer of the Purchase Agreement and promises to observe
and perform all services and obligations required under the Purchase Agreement, for as long as the Purchase Agreement remains in full
force and effect. Assignee hereby expressly assumes all of Assignor’s rights and obligations related to the Purchase Agreement
in accordance with the terms and conditions hereof and thereof. Following the Assignment Date, Assignee shall be the “Buyer”
pursuant to the Purchase Agreement.


 


3. Further
Actions. Each Party covenants and agrees that they will each, from time to time, at the request of the other Party, execute and deliver
to the other Party any and all other and further instruments and perform any and all further acts reasonably necessary to vest in Assignee
the right, title and interest in or to the Purchase Agreement.


 


4. Joinder.
Seller consents to the assignment and assumption of the Purchase Agreement as set forth herein, as evidenced by its signature below.


 


5. Miscellaneous


 


		(a)	Complete Agreement. This Assignment and the Purchase Agreement constitute the entire agreement
and understanding between the Parties with respect to the subject matter hereof and supersede all prior agreements, understanding or representations
pertaining to the subject matter hereof, whether oral or written.



 


		(b)	Governing Law. This Assignment shall be governed by, enforced, and construed under and in accordance
with the laws of the State of Michigan without regard to the principles of conflict of laws thereof.



 


 


 






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		(c)	Amendment; Waiver. This Assignment may be amended, modified, superseded, terminated or cancelled,
and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed
by all of the Parties. No waiver by any Party of the performance of any obligation by the other shall be effective unless in writing and
no such waiver be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. Neither
any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course of
dealing shall constitute a waiver of or prevent any Party from enforcing any right or remedy or from requiring satisfaction of any condition.



 


		(d)	No Assignment or Delegation. This Assignment shall be binding upon and shall inure to the benefit
of the Parties and their respective successors and permitted assigns. No Party shall have any power or any right to assign or transfer,
in whole or in part, this Assignment, or any of its rights or any of its obligations hereunder, including, without limitation, any right
to pursue any claim for damages pursuant to this Assignment or the transactions contemplated herein, or to pursue any claim for any breach
or default of this Assignment, or any right arising from the purported assignor’s due performance of its obligations hereunder,
without the prior written consent of the other Party and any such purported assignment in contravention of the provisions herein shall
be null and void and of no force or effect.



 


		(e)	Counterparts. This Assignment may be executed in multiple counterparts, each of which shall be
deemed an original and all of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile, electronic
mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.



 


[Signatures appear on following page]


 


 






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IN WITNESS WHEREOF, the Parties
hereto have executed this Assignment as of the Assignment Date.


 


 


Assignor: Renown Pharmaceuticals, LLC


 


By:Golden Developing Solutions, Inc.


Its:Manager


 


 


 


By:/s/ Stavros Triant                                  


Name: Stavros Triant


Title:Chief Executive Officer


 


 


Assignee: Orchard Tails, LLC


 


 





By:/s/ Stavros Triant                                  







Name: Stavros Triant


Title:Manager


 


 


 


Agreed and accepted:


 


COD Management, LLC


 


By: ____________________________


Name: __________________________


Title: ___________________________


 


 






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