exhibit 2. 1 execution version asset purchase agreement between precept brands llc and truett - hurst, inc. and h. d. d. llc august 13, 2018 purchase of assets truett - hurst, inc. h. d. d. llc, seller precept brands llc, buyer table of contents 1. asset purchase agreement dated august 13, 2018 a. exhibit a – inventory b. exhibit b – supplies c. exhibit c – precept assumed agreements d. exhibit d – intellectual property e. exhibit e – personal property f. exhibit f – licenses g. exhibit g – business records h. exhibit h – form of assignment and assumption agreement i. exhibit i – form of bill of sale j. exhibit j – forms of intellectual property assignment k. exhibit k – employment agreement l. exhibit l – form of royalty payment agreement m. exhibit m — consent to sale of collateral and release of lien n. exhibit n — form of transition services agreement o. exhibit o — form of distributor notice p. exhibit p — distributors schedule 2. purchase price allocation 1. asset purchase agreement dated august 13, 2018 1. asset purchase agreement dated august 13, 2018 a. exhibit a – inventory b. exhibit b – supplies c. exhibit c – precept assumed agreements d. exhibit d – intellectual property e. exhibit e – personal property f. exhibit f – licenses g. exhibit g – business records h. exhibit h – form of assignment and assumption agreement i. exhibit i – form of bill of sale j. exhibit j – forms of intellectual property assignment k. exhibit k – employment agreement l. exhibit l – form of royalty payment agreement m. exhibit m — consent to sale of collateral and release of lien n. exhibit n — form of transition services agreement o. exhibit o — form of distributor notice p. exhibit p — distributors schedule 2. purchase price allocation exhibits : exhibit a inventory exhibit b supplies exhibit c assumed agreements exhibit d intellectual property exhibit e personal property exhibit f licenses exhibit g business records exhibit h form of assignment and assumption agreement exhibit i form of bill of sale exhibit j forms of intellectual property assignment exhibit k employment agreement exhibit l form of royalty payment agreement exhibit m consent to sale of collateral and release of lien exhibit n form of transition services agreement exhibit o form of distributor notice exhibit p distributor schedule exhibit a inventory exhibit a inventory exhibit b supplies exhibit c assumed agreements exhibit d intellectual property exhibit e personal property exhibit f licenses exhibit g business records exhibit