Pub/Restaurant Business and Related Assets

Sale of assets of Baker St. Belmar, LLC, which includes:

• Licenses and Authorizations. All licenses and permits issued for the operation of the Company and any other licenses, permits or authorizations issued by any governmental authority in connection with the operation of the Seller, including without limitation those shown on Disclosure Schedule 1 to this Agreement, and all applications thereof, together with any renewals, extensions, additions, or modifications thereof to the extent assignable by Seller with the exception of licenses for use of the tradename or associated trademarks of “Baker Street Pub” or “Sherlock’s Pub” or any similar name;
• Tangible Personal Property. All equipment, furniture, fixtures, vehicles and other tangible personal property used in connection with the operation of the Seller, including but not limited to, that described in Disclosure Schedule 2 to this Agreement, which shall be conveyed to Purchaser free and clear of any liens, claims or demands of any other party;
• Other Contracts. Purchaser shall not acquire nor be obligated to assume any contracts or other agreements of Seller entered into by Seller in the ordinary course of the operation of the Seller (including those that are listed on Disclosure Schedule 3 to this Agreement and all employment agreements, deferred compensation plans, or similar items. Prior to or after closing, Purchaser may agree to assume some or all of such contracts or agreements upon discussions with such vendors As used in this Agreement, “Contract” means any agreement, arrangement, commitment or understanding, written or oral, expressed or implied, to which Seller, with respect to the Seller, is a party or by which it is bound. Notwithstanding the foregoing, Purchaser acknowledges that it is acquiring the an assignment of all the Seller’s rights under its lease of nonresidential real property with Belmar Mainstreet Holdings I, LLC and that such assignment is subject to Bankruptcy Court approval at the Sale Hearing.
• Files and Records. Copies of all files and records relating to the operation of the Seller, the Purchased Assets and any obligations or liabilities that are intended to be conveyed to Purchaser may be specifically designated by the Purchaser for review within ten (10) days after the execution date of this Agreement If not received from Seller within five (5) days following request by Purchaser, Purchaser may terminate this Agreement. Upon receipt of such documents, Purchaser shall have ten (10) additional days to review such documentation
• Other Assets. All other assets whether tangible or intangible for which Purchaser designates following execution of this Agreement, (which may include, business relationships, goodwill and choses in action which are used or held for use in the operation of the Seller or in connection therewith) except for the Excluded Assets, which shall be conveyed to Purchaser free and clear of any liens, claims or demands of any other party.