Brewery Company in California

Sale of substantially all the assets of Magnolia Brewing Company, LLC. The Company owns and operates a 30-barrel production brewery located at 3rd and 22nd Streets in San Francisco, California, which was first opened in 2014, as well as an adjacent restaurant, Smokestack, on leased premises (the “Smokestack”). The Company also owns the Magnolia Pub and Brewery (the “Pub”) located at Haight and Masonic in San Francisco. Smokestack at Magnolia is a modern American restaurant, serving the highest quality barbeque, a full line of beers from the Magnolia Brewery, and a full bar with signature cocktails and one of the best selections of fine and rare bourbons and rye whiskies in San Francisco. The Pub is located in the Haight Ashbury district, serving a full menu that prides itself on local, sustainable, fresh, and high quality ingredients. The Pub offers a wide selection of its own craft brews. The Pub occupies leased premises.

The Company's assets are comprised mainly of its two restaurant and brewery locations, furniture, fixtures, perishables, stores, goods, liquor, liquor licenses, intellectual property, and good will.