Brewery, Taproom and Restaurant Business in Pennsylvania

Sale of substantially all of assets of the Fybowin, LLC, including all right, title and interest of Seller in and to the Acquired Assets, free and clear of all Liens, Claims and interests other than Permitted Liens. “Acquired Assets” means, other than the Excluded Assets, including without limitation:

• All Cash in Seller’s possession at the Purchased Store on the Closing Date, including without limitation all Cash in the cash drawers and safes of the Purchased Store at the close of business on the Closing Date;
• [Intentionally Omitted];
• (i) All owned real property interests for the real property located at 5578 Old William Penn Highway, Export, Pennsylvania 15632 and more fully described on Exhibit B attached hereto (the “Real Property”) together with all licenses, rights-of-way, privileges and easements belonging to, appertaining to or benefiting the Real Property in any way and all Improvements erected thereon; and (ii) any Real Property Leases at which Seller operates a restaurant that are set forth on Schedule 2.1(c) attached hereto and are designated by Purchaser in accordance with the procedures set forth in this Agreement to be assumed by Seller and assigned to Purchaser at Closing (the “Acquired Leases” and such restaurants the “Designated Restaurants”);
• All owned equipment, machinery, furniture, fixtures, trade fixtures, and improvements of Seller, including the vehicles set forth on Schedule 2.1(d) attached hereto (the “Owned Machinery and Equipment”) located in the Purchased Store and any Designated Restaurants;
• All equipment, machinery, furniture, fixtures and improvements leased by Seller (the “Leased Machinery and Equipment” and, together with the Owned Machinery and Equipment, the “Machinery and Equipment”) located in the Purchased Store or any Designated Restaurant, including without limitation, those listed on Schedule 2.1(e) attached hereto;
• The rights of Seller to the warranties and licenses received from manufacturers of any of the Machinery and Equipment;
• Those Contracts including, without limitation, Executory Contracts, designated by Purchaser and exclusively related to the Purchased Store, any Designated Restaurant(s), the Leased Machinery and Equipment, and Intellectual Property and Technology (collectively, the “Acquired Contracts”) and all deposits made under any Acquired Contract; provided, however, that the assumption by Purchaser of the Acquired Contracts shall be subject to a final determination by the Bankruptcy Court, prior to entry of the Sale Order, of the Cure Cost associated with such Acquired Contracts; provided, further, that no Executory Contract shall be assumed or rejected by Seller after the Execution Date and prior to date of the Sale Hearing without specific prior approval by Purchaser;
• All Intellectual Property and Technology owned by Seller and IP Holdings (collectively, the “Acquired Intellectual Property”);
• All computer hardware and software owned by Seller or licensed to Seller pursuant to an Acquired Contract;
• To the extent assignable, all permits, authorizations and licenses (collectively, the “Permits”) and all Liquor Licenses issued to Seller by any Government, and all pending applications therefor to the extent assignable and to the extent exclusively related to the Purchased Store or any Designated Restaurants;
• All inventory owned by Seller or otherwise located in the Purchased Store, which shall include food and beverage inventory of an estimated level of $160,000 (cost-basis) in the Purchased Store at Closing, uniforms, supplies, paper goods, and promotional items; provided, however, that in the event Purchaser elects to designate a Designated Store, Purchaser and Seller shall mutually agree upon the estimated level of food and beverage inventory for such Designated Store;
• All furniture, fixtures, utensils, plates, cups and other instruments owned by Seller and situated at the Purchased Store and any Designated Restaurants;
• Except for such records as may be subject to the attorney/client privilege of Seller, copies or originals of all books, files, documents and records owned by Seller (in whatever format they exist, whether in hard copy or electronic format) and exclusively related to the Business, including, without limitation, historical customer files, accounting records, test results, product specifications, plans, data, studies, drawings, diagrams, training manuals, safety and environmental reports and documents, maintenance schedules, business plans, and marketing materials;
• All prepaid expenses and deposits or deposits receivable;
• All intangible personal property, business records (including pictures, historical records and archived business records related to the Business), customer lists (to the extent of their existence) and goodwill of Seller;
• All accounts, accounts receivable, chattel paper, instruments and obligations in any form, owing to Seller arising out of the sale or lease of goods at the Purchased Store or the rendition of services by Seller at the Purchased Store for periods on or before prior to the Closing Date (whether or not earned by performance), all credit, insurance, guaranties, letters of credit and advices of credit and other security for any of the foregoing, all merchandise returned to or reclaimed by Seller, any document, instrument or agreement evidencing any of the foregoing, all books and records with respect to any of the foregoing (or copies thereof certified by Seller to be true, correct and complete in all material respects), including any claims of Seller against its merchant bank for authorized credit card or debit card sales occurring at the Purchased Store prior to the Closing Date for which Seller’s merchant bank has not remitted payment to Seller and all proceeds of any of the foregoing, including, without limitation, any and all balances due from franchisees (collectively, the “Accounts Receivable”) and control of any lockbox or account into which such Accounts Receivable are deposited shall be transferred to Purchaser and/or shall be automatically swept to a newly established account by Purchaser;
• Any memorabilia used for decor in the Purchased Store or any Designated Restaurants;
• Any Avoidance Actions against: (i) counterparties to Acquired Leases and Acquired Contracts; (ii) vendors of the Business with whom Purchaser intends to continue doing business with from and after the Closing; and (iii) any employees of Seller who are hired by Purchaser or its Designee hereunder (collectively, the “Acquired Avoidance Actions”), provided, however, none of the Acquired Avoidance Actions may be against Insiders regardless of whether they otherwise would be encompassed within (i), (ii), and/or (iii) of this subsection; and
• Any insurance proceeds related to the Acquired Assets for any losses or damages occurring prior to Closing in accordance with Section 6.5 hereof.