Exhibit 10.1

Domain Name Transfer Agreement

This Domain Name Transfer Agreement (“Agreement”), dated as of November 1, 2023, is by and between SSquared Spirits LLC (“Seller”), and LQR Acquisition Corp. (“Buyer”).

RECITALS

WHEREAS, Seller is the owner of all right, title, and interest in the domain name www.cwspirits.com (the “Domain Name”) and is the registrant of the Domain Name with GoDaddy.com (the “Registrar”);

WHEREAS, Buyer wishes to acquire all right, title, and interest in the Domain Name and the registration thereof; and

WHEREAS, the parties have agreed to Seller’s sale of the Domain Name to Buyer on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Domain Name Assignment. In consideration of the Purchase Price (as defined below), Seller hereby irrevocably sells, assigns, transfers, and conveys to Buyer:

(a) all right, title, and interest in and to the Domain Name, including the current registration thereof with GoDaddy.com; and

(b) any other rights (including, but not limited to, trademark rights associated with the Domain Name in any jurisdiction, all Internet traffic through the Domain Name and all Website Content (as defined below)) Seller may have in the Domain Name, together with any goodwill associated therewith.

(c) “Transferred Assets” means the assets specified in Sections 1(a) and 1(b) hereof.

(d) “Website Content” means: (i) the copyrights to any and all web pages and content of the web pages constituting the website associated with the Domain Name (the “Website”); (ii) page layouts for the Website; (iii) all graphics used on the Website; (iv) all databases generated for the Website; (v) online forms and scripts used at the Website; (vi) all banner and other advertisements for the Website; (vii) all social media accounts using the names “cwspirits,” “Country Wine & Spirits,” or any variation of those names or the Domain Name; (viii) all related account information, including, without limitation, user names, passwords and login information; and (ix) any other login credentials related to any of the foregoing.

2. No Assumed Liabilities. Buyer shall not be required to and shall not assume or perform or discharge any liabilities of Seller, whether related or unrelated to the Transferred Assets, and Seller shall solely be responsible for any such liabilities.

3. Purchase Price.

(a) In consideration of Seller’s sale and transfer of the Transferred Assets and Seller’s other agreements hereunder, Buyer shall pay Seller Ten Thousand Dollars ($10,000.00) (the “Purchase Price”) in accordance herewith.

(b) Buyer shall pay the Purchase Price simultaneously with the parties’ full execution of this Agreement. Buyer shall make payment in US dollars by wire transfer of immediately available funds to the account designated by Seller.

4. Transfer of Domain Name.

(a) Upon receipt of the Purchase Price, Seller shall execute all documents, papers, forms, and authorizations, and take such other actions as are necessary to effectuate the transfer of ownership and control of the Domain Name to Buyer, and cause the Domain Name to be registered in the name of Buyer with the Registrar.

(b) The Domain Name will be deemed transferred (“Transfer”) when:

(i) Registrar has confirmed the transfer in accordance with its procedures therefor;

(ii) the applicable WHOIS database identifies Buyer as the registrant of the Domain Name; and

(iii) the Buyer has administrative and technical access to the Domain Name, and sole control over where the Domain Name points.

5. Other Agreements of Seller.

(a) Seller shall not register, acquire, or otherwise use any domain name or trademark incorporating the Domain Name or any mark or name that is confusingly similar thereto.

(b) Seller shall immediately following the full execution of this Agreement cease and forever desist from using the Domain Name or any mark or name confusingly similar thereto, including but not limited to as a trademark, trade name, business name, or service mark.

(c) Seller acknowledges and agrees that the proceeds of all sales made through the Website shall from and after the date hereof shall be paid to Buyer.

6. Representations and Warranties of Seller. Seller represents and warrants to Buyer that as of the date hereof:

(a) Seller has the full right, power, and authority to enter into this Agreement and perform its obligations thereunder; the execution of this Agreement by Seller has been duly authorized by all necessary organizational action of Seller; and when executed and delivered by both parties this Agreement will constitute the legal, valid, and binding obligation of Seller enforceable against Seller in accordance with its terms and conditions.

(b) Seller is the sole registrant, owner, and user of all right, title, and interest in and to the Transferred Assets (including, without limitation, the Domain Name), free and clear of liens, security interests, and other encumbrances. The registration agreement for the Domain Name is in full force and effect, and all registration fees are paid in full for registration through date of expiration thereof. Seller has at all times been and remains in full compliance with such registration agreement.

(c) Seller has not taken any action or entered into any agreement for Seller to, or requiring Buyer to, assign, transfer, license, or grant to any other person or entity the right to use any of the Transferred Assets (including, without limitation, the Domain Name) or that otherwise encumbers any of the Transferred Assets (including, without limitation, the Domain Name);

(d) Seller’s registration, ownership, and use of the Transferred Assets (including, without limitation, the Domain Name) do not infringe, misappropriate, dilute, or otherwise violate any] right, including any intellectual property right, of any other person or entity. No action has been instituted, settled, or, to Seller’s knowledge, threatened that alleges any such infringement, misappropriation, dilution, or other violation and Seller has not received any communication asserting any such allegations.

7. Representations and Warranties of Buyer. Buyer represents and warrants to Seller that as of the date hereof Buyer has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder; the execution of this Agreement has been duly authorized by all necessary organizational action of Buyer; and when executed and delivered by both parties this Agreement will constitute the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions.

8. Indemnification.

(a) Seller shall defend, indemnify, and hold harmless Buyer, Buyer’s affiliates and their respective shareholders, directors, officers, and employees from and against all claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including attorneys’ fees and disbursements arising out of or resulting from any third-party claim, suit, action, or proceeding (each, a “Claim”) related to or arising out of: (a) any breach by Seller of any of its representations, warranties, and obligations hereunder; or (b) Seller’s use of any of the Transferred Assets, including, without limitation, the Domain Name.

(b) The indemnified party shall promptly notify the indemnifying party in writing of any Claim and cooperate with the indemnifying party at the indemnifying party’s sole cost and expense. The indemnifying party shall immediately take control of the defense and investigation of such Claim, and shall employ counsel of its choice to handle and defend the same, at the indemnifying party’s sole cost and expense. The indemnifying party shall not settle any Claim without the indemnified party’s prior written consent (which shall not be unreasonably withheld or delayed). The indemnified party’s failure to perform any obligations under this Section 8(b) will not relieve the indemnifying party of its obligations under Section 8(a) except to the extent that the indemnifying party can demonstrate that it has been prejudiced as a result of such failure. The indemnified party may participate in and observe the proceedings at its own cost and expense.

9. Equitable Remedies. Seller acknowledges that a breach or alleged breach by Seller under this Agreement would cause Buyer immediate and irreparable harm for which monetary damages would not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by Seller of any such obligations, Buyer will, in addition to any and all other rights and remedies that may be available in respect of such breach, be entitled to equitable relief, including in the form of preliminary or permanent injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).3

10. Miscellaneous.

(a) This Agreement shall be governed by and construed in accordance with the laws of the United States and the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction). Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the Palm Beach County, Florida, in any legal suit, action, or proceeding arising out of or based upon this Agreement.

(b) This Agreement shall be binding upon and shall inure to the benefit of Seller and Buyer and their respective successors and assigns.

(c) This Agreement, and all related exhibits and schedules, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

(d) This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance.

(e) This Agreement may be executed in multiple counterparts and by facsimile signature, each of which shall be deemed an original and all of which together shall constitute one instrument. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

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Exhibit 10.2

Amendment to Employment Agreement

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of November 1, 2023 (the “Amendment Effective Date”), by and between LQR House Inc., a Nevada corporation (the “Company”), and Sean Dollinger (the “Executive” and, together with the Company, the “Parties”).

Whereas, the Company and Executive entered into that certain Employment Agreement (the “Agreement”) dated as of March 29, 2023, and

Whereas, the Parties desire to amend Sections 3(a) and (f) of the Agreement in the manner reflected herein, and

Whereas, the Compensation Committee of the Board of Directors of the Company has approved the amendment of the Agreement in the manner reflected herein,

Now Therefore, in consideration of the premises and mutual covenants and conditions herein, the Parties, intending to be legally bound, hereby agree as follows, effective as of the Amendment Effective Date:

1. Salary. The first sentence of Section 3(a) of the Agreement is hereby deleted and replaced in its entirety with the following: “An annual base salary (the “Base Salary”) of $540,000.00.”

2. Bonus. Section 3(f) of the Agreement is hereby deleted and replaced in its entirety with the following: “In addition to the Base Salary, the Executive shall be entitled to: (i) an annual incentive bonus as determined by the Board of Directors within thirty (30) days of the filing of the Company’s annual reports with the U.S. Securities and Exchange Commission (the “SEC”); and (ii) monthly performance bonuses, payable on or before the fifteenth (15th) day of the calendar month immediately following the calendar month with respect to which the amount of the performance bonus is determined, commencing with the calendar month ending on November 30, 2023, in an amount equal to One Hundred Thousand Dollars ($100,000.00) for each One Million Dollars ($1,000,000.00) of gross revenue generated through sales made on or through the website associated with the domain name www.cwspirits.com (or any successor website) (“Website Revenue”) for such calendar month; provided, that, within fifteen (15) days of the filing of each of the Company’s quarterly reports with the U.S. Securities and Exchange Commission (the “SEC”), the amount of such bonuses for the months during the applicable fiscal quarter shall be adjusted, upwards or downwards, as the case may be, based on the Website Revenue for the applicable quarter as reported by the Company in its quarterly filing with the SEC for such quarter. Any such downwards adjustment shall require the Executive to pay the amount of such downwards adjustment to the Company within ten (10) days of the determination of such adjustment. Any such upwards adjustment shall require the Company to pay the amount of such upwards adjustment to the Executive within ten (10) days of the determination of such adjustment.”

3. Counterparts. This Amendment may be executed in one or more facsimile, electronic or original counterparts, each of which shall be deemed an original and both of which together shall constitute the same instrument.

4. Ratification. All terms and provisions of the Agreement not amended hereby, either expressly or by necessary implication, shall remain in full force and effect. From and after the Amendment Effective Date, all references to the term “Agreement” in this Amendment or the original Agreement shall include the terms contained in this Amendment.

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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to Employment Agreement effective as of the Amendment Effective Date.

Exhibit 10.3

MANAGEMENT AGREEMENT

This MANAGEMENT AND OPERATIONS AGREEMENT (this “Agreement”) is made as of November 1, 2023 (the “Effective Date”), by and between LQR HOUSE, INC. (the “Company”), a Nevada corporation, and KBROS, LLC, (the “Manager”), a California corporation.

RECITALS

WHEREAS, the Company desires to engage the Manager to provide the Management Services (as defined below), and the Manager desires to provide the Management Services on the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Management Services.

Commencing on the date of this Agreement, Manager shall provide to the Company the following services relating to the sale of spirits and other beverage products (the “Products”) through the website associated with the domain name www.cwspirits.com (together with any successor thereto, the “Website”) which is owned by the Company (the “Business” and such services the “Management Services”):

2. Obligations of the Company.

The Company shall:

3. Additional Agreements of the Manager.

The Manager agrees that at all times during the term of this Agreement it shall, to the extent the Company has adequate funds thereto:

4. Compensation.

5. Term of Agreement; Termination of Rights.

6. Indemnification.

6.1 By the Manager. The Manager shall defend, indemnify and hold the Company, its officers, directors, shareholders, employees, attorneys and agents harmless with respect to any and all claims, damages and expenses of every kind or nature whatsoever, including reasonable attorneys’ fees, arising from or relating to claims of third parties relating to any breach of this Agreement by the Manager or to the operation of and transactions effected through, the Website, except to the extent subject to indemnification by the Company under Section 5.2.

6.2 By the Company. The Company shall defend, indemnify and hold the Manager, its officers, directors, shareholders, employees, attorneys and agents harmless with respect to any and all claims, damages and expenses of every kind or nature whatsoever, including reasonable attorneys’ fees, arising from or relating to claims of third parties relating to any breach of this Agreement by the Company.

7. Miscellaneous

7.1 Status of Parties. In all matters relating to this Agreement, each Party is an independent contractor and not an employee or agent of any other Party. No Party shall have authority, express or implied, to assume or create any obligation on behalf of any other Party, or to represent any other Party as agent, employee, or in any other capacity in any manner whatsoever. Nothing contained in this Agreement shall be construed or applied to create a partnership.

7.2 Notices. All notices permitted or required by this Agreement shall be in writing, and shall be deemed to have been delivered and received (i) when personally delivered, (ii) on the fifth (5th) business day after the date on which deposited in the mail, airmail postage prepaid, certified or registered mail, return receipt requested, or (iii) when delivered if sent by recognized express commercial delivery service (e.g., Federal Express, DHL, etc.), addressed to the Party for whom intended at the address set forth below, or at such other address for which notice has been delivered in a manner permitted by this Section 7.2.

If to the Company:

6800 INDIAN CREEK DR,

UNIT 101,

MIAMI BEACH FL 33141

If to the Manager:

1350 Main St 2127

Ramona CA 92065

7.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any and all prior agreements and arrangements, whether written or oral, that may exist between the Parties with respect to the subject matter hereof. This Agreement may not be amended, supplemented or otherwise modified except by a writing duly executed by the Parties.

7.4 Binding Effect: Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Each Party may assign this Agreement and its rights hereunder to an affiliate of that Party or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of that Party’s assets relating to its business activities under this Agreement; provided that an assignment shall not relieve the assigning Party of its obligations hereunder.

7.5 Non-Waiver. The failure in any one or more instances of a Party to insist upon performance of any of the terms, covenants or conditions of this Agreement, to exercise any right or privilege in this Agreement conferred, or the waiver by said Party of any breach of any of the tem1s, covenants or conditions of this Agreement, shall not be construed as a subsequent waiver of any such terms, covenants, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving Party.

7.6 Counterparts; Electronic Signature. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart.

7.7 Severability. The invalidity of any provision of this Agreement or portion of a provision shall not affect the validity of any other provision of this Agreement or the remaining portion of the applicable provision.

7.8 Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflicts of law principles. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the Palm Beach County, Florida, in any legal suit, action, or proceeding arising out of or based upon this Agreement.

7.9 Construction. The headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. This Agreement has been negotiated by the respective Parties hereto with full opportunity to obtain advice of their attorneys, and the Parties waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document.

IN WITNESS WHEREOF, each Party has caused this Agreement to be executed by its duly authorized representative as of the date first above written.

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