Meat and Sausage Processing Company

Sale of Substantially all the Assets and certain Contracts and Leases related to Crofton & Sons, Inc. and Crofton L & D Meats Holdings, LLC. The Sale Assets are described below:

• Real Property: All real property and all improvements including, but not limited to, any and all furniture, fixtures, display items and accessories, located at 10250 Woodberry Rd., Tampa, Florida (the "Tampa Property"); and all real property and all improvements including, but not limited to, any and all furniture, fixtures, display items and accessories, located al 4794 Albany Hwy, Waycross, GA 31503 (the "Waycross Property");
• All Crofton Companies' rights, title and interests under any USDA licenses;
• All Crofton Companies' Intellectual Property, including know-how, copyrights, patents, trademarks, trade names and domain names (including all rights, title and interest in all Crofton registered trademarks, and trade names including Uncle John's Pride, Southern Pride, Bean Brothers Sausage, Lee & Davis, Peppino's and all other related brands and derivatives thereof) and all rights of each of the Crofton Companies under any license agreements and including software license agreements;
• All Crofton Companies' inventory;
• All Crofton Companies' customer lists;
• All Crofton Companies' vehicles, machinery and equipment;
• All other tangible or intangible personal property owned by Crofton Companies;
• All telephone numbers, domain names, websites and webpages, related to the Crofton Companies;
• All rights under or pursuant to all warranties (express or implied), representations and guarantees made by third parties relating to any Acquired Assets;
• all Licenses and Permits, certifications and approvals from all permitting, licensing, accrediting and certifying agencies, and the rights to all data and records held by such permitting, licensing and certifying agencies;
• All goodwill of the Business as a going concern and all other intangible properties of the Business;
• All documents consisting of purchasing and sales records, accounting records, business plans, budgets, cost and pricing information, correspondence, prospective client information, customer and vendor lists and data and other records and files.

The Sale Assets are more described in "Exhibit A - Purchase and Sale Agreement" on the attached PDF.