GENERAL ASSIGNMENT AND BILL OF SALE
For good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Sapphire Wines,
LLC, a Delaware limited liability company (“Seller”), does hereby
convey, transfer and assign to Saphire Advisors, LLC, a Delaware limited
liability company (“Purchaser”), and
Purchaser’s successors and assigns, and Purchaser does hereby acquire from
Seller, all of the right, title and interest of Seller, if any, in and to the
assets set forth on Exhibit A attached
hereto (the “Assets”).
Seller
hereby constitutes and appoints Xxxxxxxxx and Xxxxxxxxx’s successors and assigns
as Seller’s true and lawful attorney to (a) demand and receive from time to time
any and all of the Assets hereby transferred, conveyed, assigned, and delivered,
(b) institute and prosecute any and all proceedings to collect or enforce any
claim, right, or title of any kind in or to the Assets and (c) defend or
compromise any and all actions, suits, or proceedings with respect to said
Assets.
The laws
of the State of California (irrespective of its choice of law principles) shall
govern all matters arising out of or relating to this General Assignment and
Bill of Sale (“Assignment”) and the
transactions contemplated hereby, including, without limitation, its
interpretation, construction, performance, and enforcement. All
actions or proceedings in any way, manner or respect, arising out of or related
to this Assignment shall be litigated only in courts having situs in San
Francisco, California. Each party to this Assignment hereby consents
and submits to the exclusive jurisdiction of any court of the State of
California sitting in San Francisco, California and its appellate courts for the
purposes of all legal actions and proceedings arising out of or relating to this
Assignment, and waives any right such party may have to transfer the venue of
any such action or proceeding.
IN WITNESS WHEREOF, Xxxxxx has caused
this General Assignment and Bill of Sale to be executed by a duly authorized
officer of such party on the date first written below.
DATED: October
__, 2009.
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SAPPHIRE
WINES, LLC
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By:
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Name:
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Its:
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EXHIBIT
A
Assets
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1.
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All
“E” wine inventory also sometimes referred to as “H”
wine.
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2.
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All
computers and cell phones used by sales people of Seller not engaged by
The Saint Xxxxx Eos Wine Company at the closing contemplated by that
certain Membership Interest Purchase Agreement, dated October __, 2009, by
and among Purchaser, The Saint Xxxxx Eos Wine Company and The Saint Xxxxx
Company.
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3.
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All
furniture, artwork, personal items, computers (excluding the Great Plains
software) and other equipment located in the Tennessee office of
Seller.
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4.
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Seller’s
Tennessee office telephone number - (000)
000-0000.
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