Assets of American Restaurant Business

Sale of assets of SHOOT THE MOON, LLC which includes:

• All tangible personal property located at the Purchased Restaurants, including furniture and equipment, which is listed on Schedule 1.1(a)(i) (as such schedule may be revised before the Due Diligence Deadline);
• All inventory of non-expired food, non-alcoholic beverages, alcoholic beverages (to the extent transferable), raw materials, packaging supplies, paper products, uniforms, tableware, glassware, small wares, menus, tents and similar items necessary for the operation of the Business (a) held at the Purchased Restaurants or in transit thereto, or (b) held at Seller’s authorized suppliers and distributors (including, without limitation, proprietary and non-proprietary items) in connection with Seller’s normal ordering cycles during Seller’s normal course of business for the Purchased Restaurants (“Distributor Inventory”);
• Subject to required consents and this APA, all of Seller’s rights in and under all written contracts and agreements relating to the Business and the Purchased Assets, including all Franchise Agreements pertaining to all Purchased Restaurants (the “Assumed Contracts”), which Schedule of Assumed Contracts shall be finalized before the Due Diligence Deadline as Purchaser elects to assume or reject certain Contracts;
• One (1) set of Seller’s records and files to the extent they relate to the Business and the Purchased Restaurants, including, without limitation, store sale reports for each Purchased Restaurant based on the point of sale data for such Purchased Restaurant (the “Store Sales Reports”), contractor, vendor and supplier lists and records, employment files or other books, records or files the sale, assignment, transfer or disclosure of which are not prohibited by Law or agreement;
• Seller’s interest in website domain names, phone numbers and listings for the Purchased Restaurants;
• To the extent transferable, all licenses and permits granted by Governmental Authorities used in or required or necessary for the lawful ownership and operation of the Business and the Purchased Restaurants (the “Transferable Permits” as shown on Schedule 1.1(a)(vi)). With respect to any such Transferable Permits, Purchaser shall, at its sole cost, effect the transfer of such Permits from Seller to Purchaser at Closing, and Seller hereby agrees to reasonably cooperate with Purchaser to effect such transfer; provided Seller shall not be obligated to incur any costs or expenses in connection therewith. Notwithstanding the foregoing, such Transferable Permits shall include, without limitation, all Liquor Licenses relating to the Purchased Restaurants that are the subject of this Agreement, and Seller shall take all actions reasonably requested by Purchaser to assist in the transfer all Liquor Licenses to Purchaser. If any Liquor Licenses must be purchased from any third parties, Affiliates or otherwise, Seller shall pay the purchase price for such Liquor Licenses or such price shall be paid directly by the Title Company through Seller’s funds at Closing
• To the extent transferable at no cost or expense to Seller, warranties provided by third parties with respect to the buildings, fixtures, plant, equipment and improvements (the “Transferable Warranties”. With respect to any such Transferable Warranties, Purchaser may, at its sole cost, effect the transfer of such Warranties from Seller to Purchaser at Closing, and Seller hereby agrees to reasonably cooperate with Purchaser to effect such transfer; provided Seller shall not be obligated to incur any costs or expenses.
• All goodwill and other intangible assets associated with the Purchased Assets, and the going concern value, if any;
• All point-of-sale and back office computer hardware, software and peripheral devices such as printers, scanners, etc. used or necessary for the operation of the Business; and
• Seller’s leasehold interest in the real property identified as being leased pursuant to the Assigned Leases, in each case together with Seller’s interest in all buildings, fixtures, plant, equipment and improvements thereon or attached thereto (individually, a “Leased Property”, and collectively, the “Leased Real Estate”).