Assets of Wisconsin Brewing Business

Sale of substantially all of assets of NessAlla LLC, including the following:

• Inventory: All of Seller’s inventory and work-in-process of any kind acquired, made, used or sold by Seller in the ordinary course of its business (collectively, the “Inventory”);
• Intellectual Property Rights: All of Seller’s interest in its trade names or assumed names (including Seller’s rights to the name (“NessAlla,” and“NessAlla Kombucha”), trade secrets, know-how and other intellectual property, including, without limitation, telephone and facsimile numbers, email addresses, domain names [including, www.nessalla.com], computer software, the recipes and formulas to create the Business’ kombucha products, including a detailed list of all ingredients, and the quantity used, in the creation of each product, goodwill and intangible assets of any kind; all rights to sue and recover for past, present and future infringements, misappropriations of, or other conflicts with, such intellectual property, and any and all corresponding rights that, now or hereafter, may be secured throughout the world, including any intellectual property licensed to Seller (the “Intellectual Property”);
• Business Records: All business books and records relating to the Business that have been reduced to writing or stored electronically or otherwise, including Seller’s customer list, which shall itemize all of the Business’ past and current customers;
• Rights under Warranties: All rights, claims and benefits of Seller in, to and under any indemnities or express or implied warranties from the suppliers of goods or services relating to the Business, including any coverage rights under product liability or other insurance maintained by any of such suppliers for the benefit of Seller, to the extent assignable;
• All of Seller’s machinery, equipment, furniture, fixtures and other fixed assets; including, without limitation, the machinery and equipment set forth on Schedule 1.1(e) (collectively, the “Equipment”);
• Licenses and Permits: All governmental licenses and permits owned or held by Seller and used in connection with the Business but only to the extent that the same may be transferable or assignable to Buyer;
• Goodwill: All goodwill and other intangible assets of Seller, including all goodwill associated with the Intellectual Property;
• Supplies: All supplies owned by Seller and used in connection with the Business; and
• Assigned Contracts: All of Seller’s rights under those purchase orders incurred in the ordinary course of business for the purchase of products comprising the Inventory at Closing (collectively, the “Assigned Contracts”)