Form of License Agreement

Exhibit 10.1

[*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

NHL ENTERPRISES, L.P. 1185 Avenue of the Americas New York, New York 10036 Tel: (212) 789-2000 Fax: (212) 789-2020

RETAIL LICENSE AGREEMENT

NHL ENTERPRISES, L.P. (“NHLE”) has the right to license for commercial purposes the use of certain properties of the National Hockey League (“NHL”) and of the teams comprising said League (“Member Teams”) in the Territory, specifically - the names, nicknames, slogans, symbols, logos, emblems, insignia, colors, uniform designs and other indicia of each of the Member Teams of the NHL; the city or regional identification of each of the Member Teams in conjunction with their colors and an appropriate professional ice hockey reference; the name, initials, insignia, colors and other indicia of the NHL, including the Conference and Division names and/or logos; the name and likeness of the Stanley Cup; the name (including the applicable year) and logo (as designed for such year and designated by NHLE) of the NHL All-Star Game; the name (including the applicable year) and logo (as designed for such year and designated by NHLE) of the NHL Winter Classic; the name (including the applicable year) and logo (as designed for such year and designated by NHLE) of the NHL Stadium Series; the name (including the applicable year) and logo (as designed for such year and designated by NHLE) of the NHL Heritage Classic; certain characters and/or mascots (including the name and other indicia related thereto, as applicable) used by the Member Teams to symbolize and/or represent such Member Team, which characters and/or mascots shall be determined by NHLE, in its sole discretion (such characters and/or mascots, as may be designated and changed from time to time, the “Member Team Character Marks”); and certain names, logos, designs, colors and other indicia formerly used by the Member Teams which marks shall be determined by NHLE, in its sole discretion (such marks, as may be changed from time to time, the “Vintage Hockey Marks”) (collectively, including the Vintage Hockey Marks, the “NHL Marks”); and that except as stated in paragraph 3(a) hereinafter, no other entity has the right to license said NHL Marks in the Territory for such purposes.

LICENSEE, whose full name and address are set forth above, desires to obtain the right from NHLE to utilize the NHL Marks in connection with the manufacture, distribution, sale and advertising of certain products specified hereinafter (the “Products”) in accordance with the conditions and provisions set forth in this License Agreement.

Therefore, in consideration of the promises, covenants and undertakings contained in this License Agreement, the parties hereto agree, as follows:

For purposes of this License Agreement, the definitions set forth in paragraph numbered 2 below shall be applicable and controlling. Subject to such definitions, NHLE hereby grants to LICENSEE the non-exclusive right to use the NHL Marks on the Products throughout the Territory during the Term in accordance with all of the provisions, conditions, and undertakings specified hereinafter in this License Agreement.

[*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

confectionary, namely chocolate, gum and gummies.

[*]

Without limitation to paragraph 17 below, LICENSEE understands and agrees that it is LICENSEE’s responsibility to secure, and LICENSEE hereby represents and warrants that it has so secured, whatever rights may be required for the use of any other proprietary matter which is not licensed to LICENSEE by NHLE under the License Agreement in connection with the Licensed Products. LICENSEE further understands and agrees that neither the execution hereof nor any grant of approval hereunder nor any other act or omission by NHLE shall operate or be construed as a grant by NHLE of any such rights or as approval by NHLE of the use of such proprietary matter in connection with the Licensed Products in the event LICENSEE shall not have secured such rights.

(Each individual item must be reviewed and approved

in writing by NHLE prior to manufacturing.)

For the License Year beginning 7/1/20 to 6/30/21:

$[*] U.S.                        [*]

For the License Year beginning 7/1/21 to 6/30/22:

$[*] U.S.                         [*]

TOTAL GUARANTEED MINIMUM PAYMENTS:

$[*] U.S.

Amounts paid in excess of the Guaranteed Minimum Payment for a License Year may not be applied to reduce or offset the Guaranteed Minimum Payment due for another License Year.

[*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

STANDARD TERMS AND CONDITIONS

[*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

In addition to the provisions, conditions and under-takings set forth in other paragraphs herein, the license granted to LICENSEE is subject to the following understandings, limitations and conditions:

[*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

[*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

On or before the twentieth (20th) day following each month of the Term, LICENSEE shall submit to NHLE, or in accordance with written instructions given by NHLE, a full and accurate statement showing, if instructed by NHLE by channel, the quantity, description and Net Sales of each of the Licensed Products sold or distributed during such month on forms to be furnished by NHLE. Unless otherwise agreed to by NHLE, each such statement shall indicate whether the Licensed Sales reflected thereon were to (i) Distributors; (ii) retail accounts; or (iii) direct to consumer, if permitted. NHLE reserves the right to apply the Royalty Rate for Licensed Sales to Distributors to any or all Licensed Sales reflected on a statement that does not comply with the foregoing requirement. Simultaneously with the submission of such statement, LICENSEE shall remit the Royalty Payment due on Net Sales for each such month by check or electronic transfer payable to “NHL Enterprises, L.P.” and delivered directly to NHLE or, in accordance with written instructions given to LICENSEE by NHLE. Such statements shall be submitted whether or not they reflect any Net Sales of Licensed Products. Receipt and acceptance by NHLE of any statement furnished by LICENSEE or Royalty Payments paid hereunder shall not preclude NHLE from questioning the correctness thereof at any time; in the event any errors are disclosed, such statements shall be rectified and any differences in Royalty Payments remitted within ten (10) days to NHLE. LICENSEE acknowledges that time is of the essence in making payments to NHLE. If any payments to NHLE are not remitted on the date due, LICENSEE shall pay interest at the rate of [*] per month from such date until payment thereof is made to NHLE. If requested by NHLE, LICENSEE at its own expense shall provide NHLE within sixty (60) days of the end of each License Year a detailed statement for such License Year, certified by an independent certified public accountant approved by NHLE, showing the Net Sales of each Licensed Product sold or distributed by LICENSEE during such year, together with a computation of Royalty Payments on Net Sales due NHLE for such year.

NHLE shall have the right but not the obligation to publish catalogs, sales sheets and brochures (“Catalogs”) during any License Year in order to promote the sale of Licensed Products. The format and style of any such Catalog will be in NHLE’s sole discretion. LICENSEE undertakes (i) to contribute to each such Catalog by furnishing, free of charge, such samples, artwork, photography and the like as may be available to it and requested, and (ii) to participate in each such Catalog and pay for a minimum of one page at NHLE’s prevailing rate to cover the cost of such publication, including distribution costs to retailers, wholesalers, mail order houses and other outlets for Licensed Products. The payment by LICENSEE for such participation will be in addition to any Guaranteed Minimum Payments and Royalty Payments due NHLE as specified herein.

[*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

LICENSEE agrees to keep accurate books of account and records covering all transactions relating to this License. NHLE and its duly authorized representative shall have the right at all reasonable hours of the day to examine and audit such books of account and records and all other documents and material in LICENSEE’s possession or under its control with respect to the subject matter and terms of this License Agreement, and shall have free and full access thereto for such purposes. All such books of account and records shall be kept available for at least two years after termination or expiration of this License Agreement. LICENSEE will designate a symbol or number which will be used exclusively in connection with Licensed Products and with no other articles which LICENSEE may manufacture, sell, or distribute. In the event that an audit by NHLE reveals an underpayment by LICENSEE, LICENSEE shall immediately upon demand remit payment to NHLE in the amount of such underpayment plus interest calculated at the rate of one-and-one-half percent (1.5%) per month from the date such payment was actually due until the date such payment is made. LICENSEE shall reimburse NHLE for the entire costs and expenses of such audit if the underpayment is two percent (2%) or more than the amount required to be paid to NHLE for the applicable License Year.

LICENSEE agrees that the Licensed Product(s) shall be of high standard and of such style, appearance and quality as shall be adequate and suitable to their promotion, distribution and sale to the best advantage of LICENSEE, NHLE, the NHL and its Member Teams. To this end LICENSEE shall perform as follows:

[*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

[*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

To calculate Net Sales for any Additional NHL Store Sales made in a currency other than U.S. dollars, the amount of such Additional NHL Store Sales shall be converted to U.S. dollars at the exchange rate published in the Wall Street Journal on the last day of the month in which such Additional NHL Store Sales occur. No deductions shall be made from Net Sales for currency conversion into U.S. dollars or otherwise (including charges for transferring funds or royalties) or for duties, freight, insurance or other taxes or amounts or any other allowances.

The rights granted by NHLE pursuant to this paragraph 8(d) are on behalf of, and shall enure to the benefit of, NHL Enterprises Canada, L.P. (“NHLEC”) (with respect to Canada) and/or NHL Enterprises B.V. (“NHLEBV”) (with respect to the rest of the world outside the United States and Canada). NHLEC and/or NHLEBV shall be entitled to exercise, outside of the Territory, any and all rights and remedies of NHLE arising hereunder. NHLEC and NHLEBV are express third party beneficiaries of this License Agreement.

LICENSEE recognizes the great value of the reputation and goodwill associated with the NHL Marks and other NHL Indicia and, in such connection, acknowledges that such goodwill exclusively belongs to the NHL and its Member Teams, that LICENSEE’s use of the NHL Marks and other NHL Indicia will inure to the benefit of the NHL and its Member Teams, and that the NHL Marks and other NHL Indicia have acquired a secondary meaning in the mind of the purchasing public related to the NHL and its Member Teams. LICENSEE further recognizes and acknowledges that a breach by LICENSEE of any of its covenants, agreements or undertakings hereunder will cause immediate irreparable damage which cannot be readily remedied in damages in an action at law, and which, in addition thereto, constitutes an infringement of rights in the NHL Marks and other NHL Indicia, thereby entitling NHLE, the NHL and its Member Teams to equitable remedies, costs and damages, including reasonable attorneys’ fees.

[*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

[*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

[*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

LICENSEE shall deliver to NHLE a written statement indicating the number and description of Licensed Products on hand as of June 30, 2022 (the “Inventory Report”). LICENSEE may manufacture no more products bearing NHL marks after June 30, 2022 but shall be permitted to distribute and sell-off the remaining inventory of Licensed Products listed in the Inventory Report for a period not to exceed sixty (60) days following June 30, 2022, subject to the full and ongoing reporting and payment of applicable royalties thereto with respect to such distribution and sales of Licensed Products. For the avoidance of doubt, LICENSEE shall immediately discontinue and cease all distribution and sell-off of Licensed Products as of August 31, 2022. In connection with the foregoing, LICENSEE shall use best efforts to manage the manufacture of Licensed Products and associated inventory levels during the Term of the proposed licensing agreement so as not to exceed reasonable anticipated sale and supply demand for such Licensed Products based on all reasonable factors including, without limitation, historical sales performance, anticipated demand as factored against the then-remaining duration of the Term, retail and other relevant market factors, and LICENSEE’s experience and business judgment, to coincide with the expiration of the Term on June 30, 2022.

At the end of this sixty (60) day period, or if this License Agreement is otherwise terminated pursuant to any provisions of this License Agreement, LICENSEE shall immediately discontinue and cease, as applicable, all manufacture, distribution, marketing, promotion, advertising and sale of Licensed Product(s) and following expiration or termination of this License Agreement for whatever reason, LICENSEE agrees to make no further use of the NHL Marks and/or other NHL Indicia whatsoever, either in or on any products or in any advertising, publicity, promotional or display materials unless otherwise authorized in writing by NHLE. LICENSEE shall deliver, as soon as practicable but no more than thirty (30) days later, to NHLE, a final statement indicating the number and description of Licensed Product(s) remaining in its custody and control (the “Remaining Inventory”). LICENSEE shall comply with all instructions provided by NHLE regarding the disposition of the Remaining Inventory, which LICENSEE acknowledges and agrees may include, without limitation, a requirement that LICENSEE, at its own expense and without liability to NHLE, (a) destroy (and provide NHLE, a certificate, verified before a notary public or similar authority, attesting to such destruction) all or any portion of the Remaining Inventory, and/or (b) surrender custody of the Remaining Inventory to NHLE or a designee of NHLE (e.g., a charitable distributor to third world countries). NHLE shall have the right to conduct a physical inventory in order to ascertain or verify the Remaining Inventory. In the event LICENSEE refuses to permit NHLE to conduct such physical inventory, NHLE shall have recourse to any and all legal remedies available to it. For the avoidance of doubt, in the event that NHLE terminates this License Agreement pursuant to any of the provisions of this License Agreement, LICENSEE shall have no right to dispose of its inventory beyond the effective date of such termination and shall be subject to the payment of damages specified herein. LICENSEE acknowledges and agrees, without limiting any other provision hereof, that full undertaking and compliance with the foregoing is a material obligation in connection with the license granted in this License Agreement and NHLE reserves all legal and equitable rights with respect therewith.

[*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

All notices which either party hereto is required or may desire to give to the other shall be given by addressing the same to the other at the address above written, or at such other address as may be designated in writing by any such party in a notice to the other given in the manner prescribed in this paragraph. Each such notice shall be sufficiently given after such notice is deposited so addressed, postage prepaid, in the United States or Canadian mail. The date of actual receipt of such mail shall be the date of the giving of such notice. LICENSEE shall also deliver a confirmatory copy of any notice to NHLE by email to NHLE’s Chief Branding Officer ([*]) and Deputy General Counsel ([*]).

This License Agreement does not constitute and shall not be construed as constituting a partnership, joint venture or agency between LICENSEE and either the NHLE, the NHL and/or its Member Teams. Neither party shall have any right to obligate or bind the other party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third persons.

This License Agreement shall be construed in accordance with the laws of the State of New York of the United States of America without reference to the conflicts of law provisions thereof.

This License Agreement represents the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all previous representations, understandings or agreements between the parties hereto. No waiver, modification or cancellation of any term or condition of this License Agreement shall be effective unless executed in writing by the party charged therewith. No written waiver shall excuse the performance of any act other than those specifically referred to therein. NHLE makes no warranties to the LICENSEE except those specifically expressed on the first page hereof.

This License Agreement does not carry with it any right to use the name, likeness, reputation, goodwill, persona, or any other aspect of the right of privacy, personality or publicity of any individual or group, including any individual, or group of, current or former NHL player(s). LICENSEE understands and agrees that it is LICENSEE’s responsibility to secure whatever rights may be required for the use of any such name, likeness, reputation, goodwill, persona or other aspect in connection with the Licensed Products. LICENSEE further understands and agrees that neither the execution hereof nor any grant of approval hereunder nor any other act or omission by NHLE shall operate or be construed as a grant by NHLE of any such rights or as approval by NHLE of the use of any such name, likeness, reputation, goodwill, persona or other aspect in connection with the Licensed Products in the event LICENSEE shall not have secured such rights. LICENSEE shall not exercise the rights granted hereunder in any manner that will constitute an endorsement of a Licensed Product by any current or former NHL player(s) without the specific consent of such player(s).

[*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

If any provision of this License Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of the License Agreement shall be considered to be severable and shall remain in full force and effect.

This instrument, when signed by LICENSEE, shall be deemed an application for a license and not a binding agreement unless and until accepted by NHLE by signature of a duly authorized officer and the delivery of such a signed copy to LICENSEE. The receipt and/or deposit by NHLE of any check or other consideration given by LICENSEE and/or the delivery of any material by NHLE to LICENSEE shall not be deemed an acceptance by the NHL of this application. The foregoing shall apply to any documents relating to renewals or modifications hereof.

This License Agreement may be executed simultaneously in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart signature page by facsimile and/or pdf signatures is as effective as executing and delivering this License Agreement in the presence of the other parties to this License Agreement. This License Agreement is effective upon delivery of one executed counterpart from each party to the other parties.

IN WITNESS WHEREOF, the parties hereto have signed this License Agreement as of the day and year first above written.

[*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Exhibit A

Form of Manufacturer’s Agreement

U.S. License; (see Para 3(i))

                                                      ________________, 20____

NHL ENTERPRISES, L.P.

1185 Avenue of the Americas

New York, New York 10036

Dear Sirs or Madams:

Please be advised that we have been engaged by Big League Foods, Inc., a Division of Verus Foods (“LICENSEE”), which has entered into Retail License Agreement No. [*] with you (the “Retail License Agreement”), as the manufacturer in connection with the manufacture of the Licensed Product(s) (as defined in the Retail License Agreement). We hereby acknowledge that we have received a copy of and are cognizant of the terms and conditions set forth in the Retail License Agreement and hereby agree to observe and be bound by those provisions of the Retail License Agreement which are applicable to our function as manufacturer of the Licensed Product(s).

We agree that we shall have no right to manufacture, sell or utilize Licensed Product(s) bearing the NHL Marks (as defined in the Retail License Agreement) except as manufacturer for LICENSEE and subject to the terms and conditions of the Retail License Agreement, and further agree not to utilize any of the Licensed Product(s) or NHL Marks to advertise, promote or publicize ourselves or such manufacture in any manner or form.

We understand that our engagement as the manufacturer for LICENSEE subject to the terms and conditions of the Retail License Agreement is subject to your written approval. We request, therefore, that you sign in the space provided below, thereby showing your acceptance of our engagement as aforesaid.

We hereby confirm and agree that, notwithstanding the foregoing, we shall remain primarily liable to NHL Enterprises, L.P. for all obligations of licensee under the Retail License Agreement, and shall not be relieved of any of such obligations, including obligations relating to quality control, the manufacture of the Licensed Product(s) and indemnification of NHL Enterprises, L.P. and certain other persons and entities identified in the Retail License Agreement.