Exhibit 10.14

Execution Version

SECOND AMENDMENT AND WAIVER TO ASSET PURCHASE AGREEMENT

THIS SECOND AMENDMENT AND WAIVER TO ASSET PURCHASE AGREEMENT, dated as of June 11, 2023 (this “Amendment and Waiver”), is being entered into by and among Full Glass Wine Co., LLC, a Delaware limited liability company (“Holdco”), Full Glass - Winc, LLC, a Delaware limited liability company (“Buyer”), Project Crush Acquisition Corp LLC, a Delaware limited liability company (“PCA”) and Project Crush DTC Sub, LLC, a California limited liability company (“DTC”, and together with Parent and PCA, each a “Seller” and, collectively, “Sellers”) and AMASS Brands Inc., a Delaware corporation (“Parent”). Each of Buyer, DTC, PCA and Parent are sometimes referred to herein as a “Party” or collectively, the “Parties.” Capitalized terms used in this Amendment that are not otherwise defined herein shall have the meanings given to them in the Purchase Agreement (as defined below).

RECITALS

A.            The Parties are party to that certain Asset Purchase Agreement, dated as of June 11, 2022, as amended on June 21, 2023 (the “Purchase Agreement”), pursuant to which Buyer is purchasing and acquiring from the Sellers, and the Sellers are selling, conveying, assigning, transferring and delivering to Buyer, the Transferred Assets and Assumed Liabilities of Sellers in the manner and subject to the terms and conditions set forth therein.

B.            Pursuant to Section 1.1(a)(i) and Section 1.1(a)(viii) of the Purchase Agreement, the Sellers have agreed to cause BWSC to sell, transfer, convey, assign and deliver to Buyer all of BWSC’s rights, title and interest of every kind and nature in the Inventory and Assumed Contracts pursuant to the Bill of Sale and Assignment and Assumption Agreements.

C.            Pursuant to Section 12.7 of the Purchase Agreement, the Purchase Agreement may not be amended, and any provision of the Purchase Agreement may not be waived, except in writing executed by each Party.

D.            The Parties desire to amend the Purchase Agreement and Buyer desires to waive certain closing conditions set forth in Article IX of the Purchase Agreement, in each case as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, and the mutual covenants and agreements set forth herein, the Parties agree as set forth below.

1.           Amendments to Purchase Agreement.

(a)        Schedule 1.1(a)(v). Schedule 1.1(a)(v) of the Purchase Agreement is amended and restated in its entirety as set forth on Schedule 1.1(a)(v) of Attachment A hereto.

(b)        Schedule 1.1(a)(viii). Schedule 1.1(a)(viii) of the Purchase Agreement is amended and restated in its entirety as set forth on Schedule 1.1(a)(viii) of Attachment A hereto.

(c)        Section 6.22 Section 6.22 of the Purchase Agreement is hereby replaced with a new Section 6.22 as follows:

Section 6.22. BR Purchase. The Transferred Assets being transferred to Buyer by BWSC pursuant to this Agreement and the Bill of Sale were and are “Transferred Assets” as defined in and pursuant to that certain Second Amended and Restated Asset Purchase Agreement by and between PCA. Winc. Inc.. Winc Lost Poet. LLC, and BWSC. dated as of January 17. 2023. associated with the BR Purchase, or are inventory which has been produced by BWSC on behalf of the Sellers following the BR Purchase Date. All '‘Cure Costs” (as defined in that certain Second Amended and Restated Asset Purchase Agreement by and between PCA. Winc, Inc., Winc Lost Poet. LLC. and BWSC. dated as of January 17, 2023. associated with the BR Purchase) related to any Transferred Asset have been paid by Sellers to the applicable contract counterparty upon or before assignment of the Transferred Assets to Buyer.

(d)        Section 6.23. A new Section 6.23 of the Purchase Agreement is hereby created as follows:

Section 6.23. No Other Representations. Sellers acknowledge that Buyer has not made any representations or warranties regarding the subject matter of this Agreement and the Transaction, express or implied, except as contained in Article V. Sellers acknowledge and agree that in entering into this Agreement they have not relied and are not relying on any other representations, warranties or other statements of Buyer, whether written or oral, other than those contained in Article V.

For the avoidance of doubt, Contracts listed in red stricken text (e.g. “       ”) on Attachment A shall be deemed deleted from the applicable Schedule of the Purchase Agreement and Entities and Trademarks listed in blue text (e.g. “Contract B”) shall be deemed added to the applicable Schedule of the Purchase Agreement.

2.           Consent and Waiver. Subject to the remainder of this Section. Buyer consents to the waiver of the requirement to obtain BWSC's signature to the Bill of Sale and Assignment and Assumption Agreement as of the Closing, pursuant to Section 9.2 and 9.9(a) of the Purchase Agreement. The Parties agree that Sellers shall obtain and deliver such signature on a post-closing basis by July 7. 2023. Without waiving its rights to indemnification below with respect to such matters. Buyer hereby also acknowledges that its receipt of good and marketable title to the Transferred Assets to be delivered by BWSC will be adversely affected until such time when BWSC’s signatures to the Bill of Sale and Assignment and Assumption Agreement are received. Sellers agree that they will and shall indemnify the Buyer Indemnified Parties from, against and in respect of any and all Damages paid, sustained or incurred by the Buyer Indemnified Parties resulting from, attributable to. or arising out of the failure to obtain BWSC's signature to the Bill of Sale and Assignment and Assumption Agreement as of the Closing. Sellers further agree to adjust payment dates (and waive payment default penalties an remedies) under the Senior Note if and to the extent the foregoing failure delays Buyer’s ability to obtain financing for its inventory and use such proceeds to make payments under the Senior Note.

3.           Estimated Amounts. Pursuant to Section 2.2(c)(i) of the Purchase Agreement, Sellers provide the following Estimated Amounts to the Buyer: (A) $350,000, (B) $0, (C), $0, and (D), $0.

4.           Effect on Other Provisions. This Amendment and Waiver shall constitute and shall be interpreted as a written amendment and waiver to the Purchase Agreement, which shall amend the Purchase Agreement in accordance with Section 12.7 of the Purchase Agreement. In the event of a conflict between the terms of the Purchase Agreement and this Amendment and Waiver, the terms of this Amendment and Waiver shall control. Except as otherwise amended, waived or consented to by this Amendment and Waiver, all other terms and conditions of the Purchase Agreement shall remain in full force and effect.

5.           Counterparts. This Amendment and Waiver may be executed in several counterparts, each of which will constitute an original and all of which, when taken together, will constitute one agreement. This Amendment and Waiver may be executed by .PDF or by other means of electronic signature (including DocuSign), and the exchange of a fully executed agreement (in counterparts or otherwise) by electronic means in .PDF format shall in each case create a valid and binding obligation of the Party executing the same.

6.           Severability. In the event that any provision of this Amendment and Waiver, or the application of such provision to any Person or set of circumstances, shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Amendment and Waiver, and the application of such provision to Persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, will not be affected and will continue to be valid and enforceable to the fullest extent permitted by law.

7.           Amendments. This Amendment and Waiver may not be amended, modified, altered or supplemented except by means of a written instrument executed on behalf of the Parties.

8.           Binding on Assigns. This Amendment and Waiver shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns.

9.           Miscellaneous. Sections 12.1, 12.3, 12.4, 12.11, 12.12, and 12.14 of the Purchase Agreement shall apply to this Amendment and Waiver mutatis mutandis.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have caused this Amendment and Waiver to be executed as of the day and year first above written.

Signature Page to Second Amendment and Waiver to Asset Purchase Agreement

IN WITNESS WHEREOF, the Parties have caused this Amendment and Waiver to be executed as of the day and year first above written.

Signature Page to Second Amendment and Waiver to Asset Purchase Agreement

Attachment A

[See attached]

Signature Page to Second Amendment and Waiver to Asset Purchase Agreement

Schedule 1.1(a)(v)

Transferred Trademarks

Country		Debtor		Trademark		Status		App. No./Reg. No.		Class / Goods
United States of America		Winc, Inc.				Pending*		97029528		32 Non-alcoholic beverages containing fruit juices
United States of America		Winc, Inc.				Registered		6754306		33 Wine, sake 35 Online retail store services featuring wine; retail store services featuring wine; administering a wine club by means of providing select wines for members to purchase and arranging periodic shipments of wines to club members

* Marks labeled with an asterisk are not currently in use and may be revived by filing a petition to revive and required extension of time.

Any trademark rights associated with the following brands:

Schedule l.l(a)(viii)

Assumed Contracts

The Contracts for the Social Media Accounts set forth on Section 6.12(a) of the Disclosure Schedule