Craft Brewery Business in California

Sale of substantially all of assets of the Barley Forge Brewing Company, LLC located at 2957 Randolph Ave., Unit A2 & B Costa Mesa, CA, 92626. The sale assets including all right, title and interest in the following (collectively, the “Assets”):

• Inventory and Fixed Assets: All machinery, equipment, materials, inventory and fixed assets owned by seller, which relate to the Business;
• Intellectual Property: All patents, trademarks, trade names, software, know-how, intellectual property rights and proprietary assets owned or licensed by Barley Forge, related to the Business (the “Intellectual Property”) and all other assets that are related to or used in connection with the Intellectual Property and that are owned or licensed by seller;
• Executory Contracts and Leases: Any executory contracts and unexpired leases, in the discretion of the Purchaser and so designated shall be assumed by the seller and assigned to Purchaser, with cures paid from the Purchase Price; and
• Claims: All claims and causes of action of seller but against other persons relating to the Business (regardless of whether or not such claims and causes of action have been asserted by seller), and all rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery possessed by Debtor relating to the Business (regardless of whether such rights are currently exercisable). The Assets shall include preference and claims under Bankruptcy Code Section 550, but claims against persons not continuing to do business with Purchaser regarding the business will not be included. Purchaser and Debtor shall agree on which claims are included and which excluded prior to the Closing. APA also to include a release of chapter 5 claims against certain critical vendors to be identified in the APA.