Assets of Distilling and Producing Spirits Business

Sale of substantially all of assets of Midnight Madness Distilling LLC (the “Seller”), including the following:

• All cash and cash equivalents;
• All accounts receivable held by Seller (“Accounts Receivable”);
• All inventory, finished goods, raw materials, work in progress, packaging, supplies, parts, and other inventories (“Inventory”);
• All Contracts (the “Assigned Contracts”) that are either (i) set forth on Schedule 1.01 hereto or (ii) that Buyer elects to assume prior to Closing. The term “Contracts” means all contracts, purchase orders, equipment and real property leases, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures, and all other agreements, commitments, and legally binding arrangements, whether written or oral;
• All real estate of Seller (collectively, the “Real Property”), including, without limitation: (i) the fee simple absolute interest in the property known as 118 N. Main Street, Trumbauersville Borough, Bucks County, Pennsylvania, known as tax parcel No. 45-003-006-001 (the “Fee Property”); (ii) the leasehold interest in 2300 Trumbauersville Road, Quakertown, Pennsylvania under lease with Finland Leasing Co Inc dated January 1, 2016; (iii) the leasehold interest in 2600 Milford Square Pike, Quakertown, Pennsylvania under lease with Milford Business Centre dated January 26, 2021; and (iv) the subleasehold interest in 4224 Old Bethlehem Pike, Telford, Pennsylvania under Sublease Agreement dated September 12, 2018, with Plantation Candies, Inc. The leasehold and sub-leasehold interests referred to in subsections 1.01(e)(ii), (iii), (iv), (v) and (vi) hereof are sometimes referred to herein collectively as the “Leasehold Properties” and the leases to which the same are subject are referred to herein as the “Assigned Leases.”;
• All furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, and other tangible personal property (the “Tangible Personal Property”);
• All prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums, and fees (including any such item relating to the payment of Taxes);
• All of Seller’s rights under warranties, indemnities, and all similar rights against third parties to the extent related to any Purchased Assets;
• All insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets, or the Assumed Liabilities and including, without limitation, the benefits accruing to Seller;
• Originals or, where not available, copies, of all books and records, including books of account, ledgers, and general, financial, and accounting records,
• machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records, and data (including all correspondence with any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any arbitrator, court, or tribunal of competent jurisdiction (collectively, “Governmental Authority”)), sales material and records, strategic plans and marketing, and promotional surveys, material, and research (“Books and Records”);
• Any claims or causes of action the Seller or its bankruptcy estate have, had, or may have against Buyer or any of its affiliates, or any holder of an Assumed Liability, including, without limitation, any claims or causes of action pursuant to Sections 544, 547, 548, 549, or 550 of the Bankruptcy Code; and
• All goodwill and the going concern value of the Purchased Assets and the Business.