Exhibit 10.1


 


August 6, 2019


 


Confidential


 


Messrs.


Cold Baked. LLC


Golden Works, LLC

6620 Turkey Tracks Rd

Colorado Springs


CO 80916


 


Attn: Joshua Hindi


 


Re: Binding Term Sheet between

Medicine Man Technologies, Inc.

("MMT") and Cold Baked, LLC/Golden

Works, LLC (d/b/a "Dabble")


 


Dear: Mr. Hindi:


 


MMT and Dabble are entering this binding
term sheet (the "Binding Term Sheet") setting forth the terms of the acquisition by MMT of Dabble.


 


	
        Parties:

        
	
        Medicine Man Technologies, Inc. is a Nevada corporation.
        MMT is a publicly held corporation, trading on OTCQX exchange under the symbol `MDCU, founded in March of 2014 and having
        been publicly trading since January of 2015.

         

        Each Dabble entity is a Colorado limited liability company.

         

        

	 	 
	Fair Market Valuation:	The Board of Directors for MMT have approved the "Fair Market Valuation" for the transaction at a $ 3,750,000.00
    valuation for Dabble. This valuation is 125% of estimated gross sales for a rolling 12-month period of $3,000,000,000, less
    certain current commercial debts of ($0.00 reported - it is understood that existing liabilities will be capitalized or deducted
    from the purchase price at Closing). 

        The number of shares of MMT stock
        to be issued as a portion of the purchase price shall be calculated as the average closing price of the five previous
        days prior to August 6, 2019. This equates to ($ 3.01) per share of MMT common stock, which is the Company's only class
        of stock. MMT shall not create any additional classes of stock prior to the issuance of such stock to Dabble's owners.







 


 


 


 






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	Form of Purchase and Assets:	Equity or Asset purchase, to be mutually agreed upon by the parties. (hereinafter "Assets")
	Assets shall include the following:	·	Licenses
		·	Balance sheet assets
		·	Inventory
		·	Property leases
(to be negotiated by the parties in reasonable commercial terms that arc consistent with historic operating margins of Dabble)
(each, a "Lease")
		·	Personal property of Dabble
		·	Dabble shall provide
a list of Assets within 30 days from the execution of this Binding Term Sheet.








 


	Purchase Price	Based
on the Fair Market Valuation and subject to any adjustment as described below, the Purchase Price payable by MMT to Dabble
for the Equity/Assets shall be as follows:

         


Total Purchase Price: $ 3,750,000.00


Cash Total: $750,000.00


MMT Stock: 996,678 Shares

 


Equity/Asset
Value:

 


The Purchase Price of the Equity/Assets is predicated
on projected annual gross revenues of $3,000,000.00 to December 31, 2019, as described above, and the assumption of debts associated
with the normal course of business. The Purchase Price will be adjusted to reflect the actual gross revenue achieved as of December
31, 2019 and will be memorialized in the Long Form Agreement (as defined below).

 


No adjustment in the Purchase Price will be made
if the variation between actual and projected sales is plus or minus 10%.

 


Dabble agrees to operate following its normal business
and commercial practices for the purpose of revenue generation and in an effort to secure
comparable margins to those historically achieved by them, as well as maintaining reasonable working capital also as per historic
operations. In addition, MMT shall assume all Dabble contracts, subject to any necessary third-party consents ("Consents")
and all related obligations attendant to the acquisition as of the Closing Date (as hereinafter defined).

 


All of the Assets and/or equity of Dabble shall be transferred to MMT at the Closing (as defined below),
free and clear of all liens, claims and security interests, through a merger and acquisition structure mutually agreed upon by
both MMT and Dabble and at which time the balance sheet will look substantially similar to the balance sheet at the time of the
valuations.








 


 


 






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	 	Before the Closing Date,
Dabble shall not delay or postpone the payment of accounts payable and other obligations beyond their respective payment deadline
or accelerate the collection of accounts receivable or accept payment at a discount.

                            


Payment: The Purchase Price shall be payable at the Closing as follows, unless otherwise agreed to by
both MMT and Dabble.





	 	 
	 	Cash: 0 percent paid at
execution of this Binding Tern Sheet; 100 percent paid at Closing.

         


MMT Stock 100 percent issued at Closing,
with stock trading restrictions to be defined in the Long Form agreement, to promote the controlled trading of MMT stock by participating
entities in the proposed industry consolidation. Claw-back language will also be included to promote business continuation and
performance by principals under their employment contract, as discussed below.





	 	 
	Closing Date:



	The closing date (the "Closing Date") for the transactions contemplated hereby shall occur on
or before one year from the date of signing this Binding Term Sheet, unless an extension of this agreement is mutually agreed to
by all parties
	 	 
	Closing:	On closing of the transactions contemplated hereby
(the "Closing"), MMT will assume full equity control of Dabble and/or purchase all its Assets, in exchange for the agreed
Purchase Price as sole and full consideration. The Long Form Agreement as discussed below will include standard representations,
and the continuation of business according to normal business practices by Dabble until Closing Date.





	 	 
	Conditions	The obligations of MMT and Dabble under this Binding Term Sheet are conditioned solely upon satisfaction or mutual waiver
    of the following conditions not later than the date that is one year from the date of signing this Binding Term Sheet, unless
    an extension of this agreement is mutually agreed to by all parties (the "Conditions to Closing")
	 	 
	 	(i)
        regulatory approval relating to all applicable filings and expiration or early termination of any applicable waiting periods,
        (ii) regulatory approval of the Marijuana Enforcement Division and applicable local licensing authority approval, (iii)
        receipt of all material necessary, third party, consents and approvals, (iv) each party's compliance in all material respects
        with the respective obligations under this Binding Term Sheet, (v) a tax structure that is satisfactory to both MMT and
        Dabble, and (vi) the execution of Leases and Employment Agreements that are mutually acceptable to each party.








 


 


 






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	Exclusivity	Other
                           than as consented to in writing by the other party, Dabble and MM l' shall deal exclusively with each
                           other in respect of the sale or transfer of the Equity or Assets through the Closing Date. During this
                           exclusivity period, neither Dabble nor MMT, nor any Of their respective affiliates, representatives,
                           advisors, or agents, shall. directly or indirectly, shop, market, solicit, pursue, or deal with any
                           third party with respect to any transaction involving a transfer, sale, partnership, hypothecation,
                           merger, or other transaction involving the ownership or control of the Assets or of any entity that
                           owns or controls the Equity or Assets, or which would otherwise be inconsistent with, or delay the
                           consummation of the transactions contemplated by this Binding Term Sheet. Notwithstanding the immediately
                           preceding terms, nothing herein shall prevent MMT from releasing information, subject to a confidentiality
                           agreement in a form reasonably acceptable to Dabble and, to third parties that it reasonably wishes
                           to approach to provide debt or equity financing to consummate the transaction contemplated herein.





	 	 
	Indemnification	Until such
        time as the Long Form Agreement is executed by the parties, if any of MMT, its subsidiaries and/or its affiliates, and/or
        any of their respective shareholders, officers, directors, employees or advisors (the "MMT Parties") is named
        as a party in any claim or legal action (a) arising from the purchase of the Assets and (b) based upon the claimant or
        claimants in such action asserting that Dabble, and did not have the legal right to sell and transfer the Assets to MMT,
        as provided herein, then Dabble shall indemnify and defend the MMT Parties against any costs, expenses and liabilities
        resulting from such claim or action; provided, that Dabble shall be entitled to prosecute such defense and assume
        control of all settlement negotiations. Dabble shall not enter into any settlement that (i) dots not fully release the
        MMT Parties, (ii) limits or restricts the MMT Parties, (iii) admits liability on the part of the MM1' Parties in
        any manner, and/or (iv) requires other than a monetary payment by Dabble and without the prior consent of MMT, which shall
        not be unreasonably withheld.

         


MMT shall be permitted to participate in the defense with its own counsel at its own cost. If, in MMT's
reasonable, good faith belief, Dabble fails to provide an adequate defense to any claim or action, MMT may take any actions necessary
to adequately defend itself at Dabble's expense. The indemnification provisions set forth herein shall survive for one year after
Closing, unless the Long Form Agreement has been executed sooner





	 	 
	Confidentiality	By signing
        this Binding Term Sheet, each party hereto agrees that this Binding Tcrm Sheet is only for the confidential use of it
        and the other parties thereto and that neither the existence of this Binding Term Sheet nor the terms hereof may be disclosed
        by any of the parties hereto to any person other than (a) a party hereto or Seller, or any affiliate of any of the foregoing,
        (b) any lender to any of the foregoing, or (c) any of their respective officers, directors, employees, accountants, contractors,
        attorneys, consultants and other advisors, agents and representatives
        and then only on a confidential basis; provided, however, that any party may make such other disclosures of the terms
        and conditions hereof as they are required by law or applicable regulatory (including any listing) requirements or are
        necessary in order to obtain regulatory approvals and Consents required in order to engage in the transaction, so long
        as such party seeks confidential treatment of such confidential information from such regulatory authority to the extent
        available.













 


 


 






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	Long Form Agreement	Upon
                           the conclusion of standard legal and business due diligence on Dabble and MMT, expected to reasonably
                           conclude within 120 days from the date of this agreement, the parties shall agree to the terms of a
                           Long Form agreement and other related documentation customary for transactions of this type that contain
                           (among other things) customary representations, warranties and indemnities, and a tax structure that
                           is satisfactory to Non and Dabble (a "Long Form Agreement"). The parties will use commercially
                           reasonable efforts to negotiate and execute such Long Form Agreement and other documentation promptly
                           following the date of this Binding Term Sheet. However, until such time as this Binding Term Sheet
                           is replaced by any such further documentation, this Binding Term Sheet remains binding on, and memorializes
                           the legal and enforceable rights and obligations of, the parties.

                            


In the event that all
of the Conditions to Closing are satisfied or waived by both parties, and the parties do not agree on the terms of a Long Form
Agreement by the Closing Date, MMT shall purchase, and Dabble shall sell to MMT, its equity and/or Assets in accordance with the
terms of this Binding Term Sheet. In such event, at Closing, Dabble shall deliver to MMT a statement of representations as to
the ownership of and title to the equity and/or Assets being transferred, and the power and authority of Dabble to transfer such
equity and/or Assets. In addition, at the Closing, Dabble shall represent and warrant to MMT that, to the best of Dabble's knowledge,
the Assets and any alienation of such Assets, do not materially infringe on any third party's intellectual property rights and
there are no material third party claims of infringement threatened or pending.

 


After Closing, Dabble's owner Joshua Hindi shall confirm its employment agreement with MMT by means of
an employment agreement for a period of no less than 18 months, in form and content to be agreed by the parties (the "Employment
Agreement").





	 	 
	Further Assurances:	Each party hereto shall use commercially reasonable efforts to take, or cause to be taken, all appropriate
action and all things reasonably necessary to consummate and make effective the transactions contemplated by this Agreement. In
case at any time after the date of this Binding Term Sheet any further action is necessary to carry out the
purpose of this Binding Term Sheet and to vest MMT with valid and legal title to the equity and/or Assets as of the Closing, each
free and clear of all encumbrances except as otherwise set forth herein, the parties will take or cause to be taken all such necessary
or appropriate actions and shall bear their own cost of any such actions.



	 	 



 


 


 






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	Expenses:	Each party shall be responsible for its own
legal, regulatory, accounting, broker and all other costs, taxes, commissions and fees with regard to the transaction. MMT shall
be responsible to pay for the cost of transfer of ownership of the licenses and PCAOB audits, assuming that Dabble provides documentation
in form and content sufficient to successfully apply for the transfer of ownership. Any extraordinary costs associated with Dabble
not producing documentation that allows the successful PCAOB audits and transfer of ownership of licenses will be assumed by Dabble.





	 	 
	Governing Law; Enforcement:	This Binding Term Sheet shall be governed by
the laws of the State of Colorado. Any controversy arising under or related in any way to this Binding Term Sheet shall be adjudicated
by a court of competent jurisdiction located in the State of Colorado. Each party recognizes that the rights contained herein and
the benefits arising therefrom are unique and damages cannot provide an adequate remedy in the event of a breach of this Binding
Term Sheet. Therefore, if (i) all of the conditions to the obligations of Dabble and MMT set forth above are either satisfied or
waived, and either party fails or refuses to consummate the sale and purchase of the equity and/or Assets contemplated herein,
the other party shall be entitled to specific performance of the sale and purchase of the equity and/or Assets or (ii) either party
fails to perform any of its other material obligations hereunder, the other party shall be entitled to specific performance thereof.





	 	 
	No Merger	Neither the execution nor
consummation of this Binding Term Sheet shall alter, amend or supersede any obligation or agreement relating to the Assets or act
as an accord and satisfaction or novation of any such obligation or agreement.





	 	 



 


 


Agreed:





	Cold Baked LLC and Golden Works, LLC	Medicine Man Technologies, Inc.
	 	 
	 	 
	By: /s/ Joshua Hindi	By: /s/ Andrew Williams
	 	 
	Name: Joshua Hindi	Name: Andrew Williams
	 	 
	Title: Manager/Member	Title: CEO



 


 


 






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