Brewery and Related Restaurant Business in New York

Sale of substantially all of assets comprising the brewery and tasting room of the Empire Farmstead Brewery, Inc., (Seller's) own real and personal property located in Cazenovia, NY with respect to which Sellers operate a farmstead brewery and related restaurant known as Empire Farmstead Brewery. The sale assets described as below:

• Personal Property: All tangible property of the Business, including tanks, piping, bottling lines, furniture, fixtures, computers, and other personal property, including, without limitation, those items generally described on Exhibit 1.01(a), attached hereto and incorporated herein (the "Personal Property"), but the Personal Property shall not include the Excluded Assets;
• Real Property: All real property which is described in Exhibit 1.01(b), attached hereto and incorporated herein (the "Real Property");
• Inventory: All inventory on hand and associated with the Business as of the close of business as of the Closing Date, including, without limitation, as described by category on Exhibit 1.01(c) (the "Inventory");
• Business Records: All business records and books associated with the Assets or the operation of the Business (the "Business Records");
• Permits: To the extent legally transferable, the Permits set forth on Schedule 1.01(e). Buyer shall pay any fees and costs required to transfer such Permits;
• Contracts: The Contracts set forth on Exhibit 1.01(f), which contracts are to be assumed and assigned to Buyer at the Closing (collectively, the "Assigned Contracts");
• Pilot: The Payment in Lieu of Tax Agreement dated June 1, 2015 (the "Pilot") between Madison County Industrial Development Agency and Brewery, to the extent the Pilot is assignable to Buyer; and
• Other: All other assets (including intangible assets) of Seller relating to the Business and not specifically included in the definition of Excluded Assets.

Assets for sale is more described on the attached PDF.

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