Exhibit 10.3


 


RESTAURANT ASSET PURCHASE AGREEMENT


 


THIS RESTAURANT ASSET
PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 10th day of August, 2015 (the “Effective
Date”) by and among OCEAN ENTERPRISES, INC., a Florida corporation (“Restaurant Asset Seller”),
and ARK SHUCKERS, LLC, a Delaware limited liability company (“Restaurant Asset Buyer”). Restaurant
Asset Seller is sometimes herein referred to as “Seller” and Restaurant Asset Buyer is sometimes herein referred
to herein as “Buyer”.


 


WHEREAS, Ocean Enterprises,
Inc. owns and operates a restaurant and bar, gift shop and banquet facility (the “Business”) known as Shuckers
Restaurant (the “Restaurant”) at 9800 South Ocean Drive, Jensen Beach, Florida 34957 (the “Location”);
and


 


WHEREAS, Island Beach
Resort, Inc., a Florida corporation (“Hotel Asset Seller”) owns and operates a property management company known
as Island Beach Resort (the “Hotel”) at the Location; and


 


WHEREAS, DC Holding
Company, Inc., a Florida corporation (the “Real Property Seller”) owns real property consisting of the real
property located at 9800 South Ocean Drive, Commercial Units C-1, C-2, C-3, C-4, Unit 111 and Unit 201, Jensen Beach, Florida 34957
(the “Real Property”); and


 


WHEREAS, Restaurant
Asset Seller holds certain licenses and permits, including a liquor license from the Florida Department of Business Regulation,
Division of Alcoholic Beverages and Tobacco (“FLA”) to operate the Restaurant Business; and


 


WHEREAS, the closing
on this Restaurant Asset Purchase Agreement is subject to and contingent upon the closing of the Real Estate Commercial Contract
and Rider (“Real Estate Contract”) between Real Property Seller and Ark Shuckers Real Estate, LLC (“Real
Property Buyer”) and the closing of the Hotel Asset Purchase Agreement (“Hotel Asset Purchase Agreement”)
between Hotel Asset Seller and Ark Island Beach Resort, LLC (“Restaurant Asset Buyer”); and


 


WHEREAS,
subject to and on the terms and conditions set forth in this Agreement, the Restaurant Asset Seller desires to sell, and
Restaurant Asset Buyer desires to buy, substantially all of the assets of the Restaurant Asset Seller.


 


NOW, THEREFORE, for
and in consideration of the recitals, the mutual covenants and agreements hereafter described and other good and valuable consideration,
the sufficiency and receipt of which is hereby acknowledged, the parties agree as follows:


 


l. Sale
and Purchase,


 


1.1. Assets.
On and subject to the terms and conditions of this Agreement, at the Closing, Restaurant Asset Seller agrees to sell, convey, transfer,
assign and deliver to Restaurant Asset Buyer and Restaurant Asset Buyer agrees to purchase from Restaurant Asset Seller, the Business
as a



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going concern
and Restaurant Asset Seller’s right, title and interest in and to all of the Acquired Assets. As used herein “Acquired
Assets ‘shall mean all right, title and interest in and to all of the assets of Restaurant Asset Seller of every kind, character
and description, other than the Excluded Assets, which are related to or used in connection with the conduct and operation of the
Business, whether personal or real, tangible or intangible and wherever located, whether or not reflected on Restaurant Assets
Seller’s financial statements, as such assets may exist on the Closing Date, including, but not limited to, all of its: (a)
Leases of Real Property, if any, as more fully described in the Real Estate Contract that are assumed by Restaurant Asset Buyer
; (b) inventory of materials and supplies, and all furniture, furnishings, signage, fixtures, machinery, trade fixtures, inc1uding,
but not limited to, leasehold improvements, security systems, kitchen and other equipment including, but not limited to, pots,
pans, glassware, dishes, silverware and small wares, computer equipment, alarm systems, cameras and recording devices, protective
cages, electrical installations, safes and all other tangible assets relating to the Business of every kind and nature; (c) goodwill
associated with the Business, all value of the Business as a going concern, and all records related to the Business including,
without limitation, customer records, customer information, customers cards, operations manuals, advertising matter, correspondence,
mailing lists, credit records, purchasing materials and records, personnel records, blueprints, data bases, distributors, supplier
information and records, repair trade people, and all other data and know-how related to the Business, in any form or medium wherever
located; (d) proprietary items including, but not limited to, menus, promotional items and literature, if appropriate, the use
of the founding family’s namesake, if any, and pictures as it relates to the Restaurant, history of the Restaurant, memorabilia,
photographs and decor; (e) telephone and fax numbers, trade names, trademarks and trademark applications, service marks and service
mark applications, patents and patent applications, copyrights, assumed names, fictitious names, slogans, domain names, web addresses,
web sites, all software and software licenses and all rights in all data processing systems and networks, and all operations manuals,
computer hardware, data bases, related documentation, and know-how of any kind; (f) credits, prepaid expenses, advance payments,
security deposits and prepaid items customarily transferred and paid for in business asset purchase transactions, but only to the
extent that in addition to the Purchase Price, credit is given or payment is made for same at Closing; (g) contracts, agreements,
commitments, and personal property leases of Restaurant Asset Seller relating to the Business that are described in detail on Schedule
5.10 which Restaurant Asset Buyer affirmatively elects in writing to assume (the “Purchased Commitments”); (h)
to the extent assignable, licenses and permits relating to the Business or the Acquired Assets; (i) privileges and advantages of
every nature, kind and description, being personal or real, tangible or intangible, located at, on, or under the Real Property
or in any way used in connection with the Real Property or otherwise possessed or owned by either Restaurant Asset Seller or in
which Restaurant Asset Seller has any interest whatsoever, all of the licenses, permits, easements, regulatory rights, beach access
rights, air rights, roof rights, antenna rights, developer and use rights, and wallscape and signage rights, leases, subleases
and rights thereunder; and (j) contractors and manufacturers guarantees, warranties, indemnities or similar rights in favor of
the Restaurant Asset Seller with respect to any of its Acquired Assets. All of the Acquired Assets are being sold, assigned, transferred,
conveyed and delivered to Restaurant Asset Buyer hereunder free and clear of any Lien, in its as-is/where-is condition, subject
only to those representations and warranties contained herein. As used herein “Lien” shall mean any mortgage, pledge,
lien, claim, security interest, conditional sale agreement, prior assignment or encumbrance of any kind or nature whatsoever, including,
without limitation, any Uniform Commercial Code lien or tax lien, subject, however, to those restrictions, covenants and conditions
contained in the applicable



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condominium
documents governing the Real Property and such other encumbrances as listed on the permitted Exceptions (as described herein).


 


1.2. Excluded
Assets. The Acquired Assets shall not include the assets listed on Schedule 1.2, including without being limited to all cash
and accounts receivable of Restaurant Asset Seller as of the Closing Date, licenses that are not assignable, and all leases, contracts,
agreements, commitments not relating to the Business or assumed by Restaurant Asset Buyer, all cash and cash equivalents, all of
Restaurant Asset Seller’s rights under this Agreement and all insurance coverage (collectively, the “Excluded Assets”).


 


1.3 Assumed
Liabilities. On and subject to the terms and conditions of this Agreement, at the Closing, defined below, Restaurant Asset Buyer
will assume and agree to pay, perform and discharge only the obligations of Restaurant Asset Seller first arising from the operation
of the Business following the Closing under the Purchased Commitments (the “Assumed Liabilities”). Accordingly, all
debts, costs, invoices, liabilities and expenses, except for the Assumed Liabilities, if incurred prior to Closing, shall be the
responsibility of Restaurant Asset Seller, and all such debts, costs, invoices, liabilities and expenses incurred on and after
Closing shall be the responsibility of Restaurant Asset Buyer.


 


1.4. Due Diligence.
Restaurant Asset Seller hereby agrees to deliver to Restaurant Asset Buyer within three (3) business days of the effective date
(for purposes herein, delivery by Restaurant Asset Seller shall be deemed to have occurred if Restaurant Asset Seller makes the
Due Diligence Items, as defined below, available to Restaurant Asset Buyer at the Restaurant or Location), which shall mean the
date on which the last of the Restaurant Asset Buyer, Restaurant Asset Seller and any other party signing this Agreement shall
have signed or initialed this Agreement, as applicable (“Effective Date”), those due diligence items (“Due Diligence
Items”) requested by Restaurant Asset Buyer or set forth herein to the extent in Restaurant Asset Seller’s possession.
Restaurant Asset Buyer shall have thirty (30) days (“Due Diligence Period”) from receipt of all of the Due Diligence
Items to review and to approve the Due Diligence Items and any other information or documentation it acquires. If Restaurant Asset
Buyer, in its sole discretion, does not approve any of the Due Diligence Items or any of the information provided to Restaurant
Asset Buyer pursuant to this section or any information or documentation it otherwise acquires at any time prior to the expiration
of the Due Diligence Period, Restaurant Asset Buyer, at its option, may terminate this Agreement by written notice to Restaurant
Asset Seller delivered at any time prior to the expiration of the Due Diligence Period, whereupon this Agreement shall become null
and void and of no further force and effect, the Deposit (as defined below) shall be returned to the Restaurant Asset Buyer and
the parties hereto shall have no further obligation to one another provided, however, Restaurant Asset Buyer shall return to Restaurant
Asset Seller all information, reports and any other materials delivered to or obtained by Restaurant Asset Buyer. Restaurant Asset
Buyer’s failure to terminate this Agreement pursuant to this Section 1.4 shall not affect Restaurant Asset Buyer’s
right to require the satisfaction of all conditions to closing set forth in this Agreement. Restaurant Asset Buyer and Restaurant
Asset Seller shall also take all necessary steps following execution of this Agreement to assist Restaurant Asset Buyer’s
efforts to complete the transfer of the Liquor License or to obtain a new liquor license in favor of Restaurant Asset Buyer necessary
to run the Business from the FLA (the “Liquor License”), provided that Restaurant Asset Seller shall have no obligation
to incur any costs or expense in connection therewith.


 


 2. Purchase
Price. The Purchase Price for the Acquired Assets is One Million Six



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Hundred
Thousand Dollars ($1,600,000.00) payable as follows: Upon the execution of this Agreement by all parties Restaurant Asset Buyer
shall pay to Escrow Agent (hereinafter defined) the sum of (i) an initial refundable deposit of Fifty Thousand Dollars ($50,000.00)
(the “Initial Deposit”) to Koeppel Law Group, P.A. Trust Account (“Escrow Agent”); and within 48 hours
after the expiration of the Due Diligence Period (ii) Fifty Thousand Dollars ($50,000.00) (the “Additional Deposit”)
(the Initial Deposit and Additional Deposit are collectively referred to as the “Deposit”); and, at Closing (hereafter
defined) Restaurant Asset Buyer shall pay to Restaurant Asset Seller (i) the sum of One Million Five Hundred Thousand Dollars ($1,500,000.00)
(“Balance Due”), (subject to any prorations, credits or agreed upon a adjustments as provided for herein)
(the Deposit and the Balance Due shall collectively be referred to as the “Closing Proceeds”).
The Purchase Price shall be payable by Restaurant Asset Buyer to Restaurant
Asset Seller, by wire transfer or by immediately available funds, plus or minus the specific items hereinafter described and the
usual and ordinary prorations and credits, including but not limited to rent paid for the lease of the leased premises and any
leased equipment assumed by Restaurant Asset Buyer, personal property taxes for the year of closing imposed on the assets, real
estate taxes, gift card liabilities, if any (collectively, the “Prorations and Credits”). Further, any security
deposits held by the vendor/lessor of any leased equipment or on the leased premises being assumed by Restaurant Asset Buyer shall
be reimbursed to Restaurant Asset Seller at the time of Closing provided that said vendor/lessor shall transfer the said security
deposit for the benefit of the Restaurant Asset Buyer as of the Closing Date. The parties hereto agree to re-prorate as to any
errors in the listing or payment of Prorations and Credits. Restaurant Asset Seller shall be responsible for electricity, telephone,
water and sewer, gas and other utility charges, salaries and accrued vacation and other benefits of employees.


 


(e) A portion of
the Purchase Price, in the amount of Five Hundred Thousand Dollars ($500,000.00) (the “Escrow Cash”)
shall be delivered to Restaurant Asset Seller’s attorney, as escrow agent (the “Escrow Agent”), to be held pursuant
to an escrow agreement substantially in the form attached hereto as Exhibit “A” (the “Closing Escrow
Agreement”) to secure the indemnification obligations of the Restaurant Asset Seller under this Agreement for a period of
one (1) year after Closing. The Escrow Cash will be released only in accordance with the terms of the Closing Escrow Agreement.
The Restaurant Asset Seller and Restaurant Asset Buyer acknowledge and agree that Restaurant Asset Buyer’s remedies under
the Closing Escrow Agreement (the “Escrow Fund”) are the sole and exclusive monetary remedies in connection
with this Agreement.


 


3. Closing.
Time is of the essence with respect to all time periods and dates set forth in this Section 3. The closing (the “Closing”)
of the transactions contemplated by this Agreement to be on or before September 25, 2015, and is contingent upon the satisfaction
or waiver of the Conditions Precedent (as defined below) (the “Closing Date”). The Closing shall take place at such
location which is mutually agreed upon by the parties. The parties hereto agree to cooperate and use reasonable efforts to cause
all contingencies to occur by the Closing Date. If through no fault of Restaurant Asset Buyer or Restaurant Asset Seller the Closing
fails to occur on or before September 25, 2015, then either Restaurant Asset Seller or Restaurant Asset Buyer may, without liability,
terminate its obligations under this Agreement and the Real Property Rider. If the Closing fails to have occurred on or before
September 25, 2015 and the failure of the Closing to occur shall be determined by a court of law or other tribunal have been the
fault of Restaurant Asset Buyer, Restaurant Asset Seller shall have the right to retain the Deposit as agreed upon liquidated damages,
consideration for execution of this Agreement, and in full settlement of any claims, whereupon Restaurant Asset Buyer and



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Restaurant Asset Seller,
Hotel Asset Buyer and Hotel Asset Seller and Real Property Buyer and Real Property Seller shall be relieved from all further obligations
under this Agreement, the Hotel Asset Agreement and the Real Estate Purchase and Sale Agreement. If the Closing shall not have
occurred on or before September 25, 2015 and the failure of the Closing to occur shall be determined by a court of law or other
tribunal have been the fault of Restaurant Asset Seller, then Restaurant Asset Buyer shall have the right to maintain suit for
any and all remedies (as limited herein), at law or in equity, including, but not limited to, specific performance, against the
defaulting Restaurant Asset Seller for breach of this Agreement, subject to the limitations contained herein. The Hotel Asset Seller
under the Hotel Asset Agreement and the Real Property Seller under the Real Estate Contract.


 


4. Closing
Deliveries.


 


(a) Closing Deliveries
of Buyer. At Closing, Restaurant Asset Buyer shall deliver to Restaurant Asset Seller the following: (i) the Purchase Price,
less the Deposit and Escrow Cash; (ii) certified copy of resolutions duly adopted by Restaurant Asset Buyer, approving the terms
and conditions of this Agreement and authorizing Restaurant Asset Buyer’s officers to execute, deliver and consummate the
same for and on behalf of Restaurant Asset Buyer; (iii) certificate of Restaurant Asset Buyer’s good standing as a Delaware
limited liability company or other legal entity; (iv) the deliverables set forth in the Real Estate Rider; and (v) such other documents
as Restaurant Asset Seller may reasonably request or are required pursuant to this Agreement (assumption of Purchased Commitments).


 


(b) Closing Deliveries
of Restaurant Asset Seller. At Closing, Restaurant Asset Seller shall deliver to Restaurant Asset Buyer the following (i) duly
executed bill of sale and assignment agreement with appropriate warranties of ownership covering the Acquired Assets, in form and
substance reasonably acceptable to Restaurant Asset Buyer and Restaurant Asset Seller; (ii) all customer records relating to the
operation of the Business at the Location in Restaurant Seller’s possession; (iii) certified copy of resolutions duly adopted
by the Shareholder and the Restaurant Asset Seller’s Board of Directors, approving the terms and conditions of this Agreement
and authorizing Restaurant Asset Seller’s officers to execute, deliver and consummate the same for and on behalf of Restaurant
Asset Seller; (iv) certificate of Restaurant Asset Seller’s good standing as a Florida corporation and certified copies of
Asset Seller’s organizational documents and by-laws; (v) possession of the Acquired Assets; (vi) at Restaurant Asset Seller’s
cost, UCC, tax and judgment search reports issued by a company reasonably satisfactory to Restaurant Asset Buyer evidencing that
the Acquired Assets are free from Liens or encumbrances of any sort; (vii) termination statements terminating all financing statements
of record on the Closing Date under the Uniform Commercial Code with respect to the Acquired Assets, or a written commitment from
the secured party, in form and substance reasonably acceptable to Restaurant Asset Buyer, to provide the same; (viii) the originals
or certified copies of the Purchased Commitments; (ix) a certification to Restaurant Asset Buyer, in form and substance reasonably
acceptable to Restaurant Asset Buyer, that Restaurant Asset Seller warrants that, as of the Closing Date they are in good standing,
duly authorized, no default has occurred under any material agreement relating to the Acquired Assets, all third party consent
needed to sell the Acquired Assets has been obtained; (x) good, marketable and insurable title to the Real Property, free from
all liens and encumbrances and municipal matters (except the “Permitted Exceptions” described in the Real Estate Contract),
including appropriate Certificates of Approval from the Condominium Association, if required, for the Real Property and other deliverables
set forth in the Real Estate Contract.


 


5. Representations
and Warranties of Asset Restaurant Seller. Except as



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otherwise disclosed
in writing to Restaurant Asset Buyer on or after the Effective Date, to induce Restaurant Asset Buyer to execute this Agreement
and consummate the transactions contemplated hereunder, the Restaurant Asset Seller hereby represents and warrants to Restaurant
Asset Buyer as of the date hereof as follows:


 


5.1 Organization,
Good Standing. Authorization. Restaurant Asset Seller is a corporation duly organized, validly existing and in good standing
under the provisions the law of the State of Florida. Restaurant Asset Seller has all requisite corporate power and authority to
own and operate its properties and to carry on its business as now conducted. Restaurant Asset Seller has all corporate power and
the shareholder has authority to enter into this Agreement and all other agreements and documents to be executed by them at Closing
pursuant hereto (collectively, the “Acquisition Agreements”). The Acquisition Agreements have been, or will be at the
Closing, as applicable, duly executed and delivered by the Restaurant Asset Seller and shall constitute the legal, valid and binding
obligations of Restaurant Asset Seller, enforceable against Restaurant Asset Seller in accordance with their respective terms,
except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors’
rights and by the availability of injunctive relief, specific performance and other equitable remedies.


 


5.2 No
Violation. The execution, delivery, compliance with and performance by Restaurant Asset Seller of the Acquisition
Agreements does not and will not: (i) violate or contravene the articles of incorporation or by-laws, as amended to date (the
“Charter Documents”) of Restaurant Asset Seller; (ii) violate or contravene any law, rule, regulation, ordinance,
order, judgment or decree (collectively, “Applicable Law’’) to which such Restaurant Asset Seller or any of
its assets is subject; (iii) conflict with or result in a breach of or constitute a default by any party under any agreement
or other document to which Restaurant Asset Seller is a party or by which any of its assets or properties are bound or are
subject; (iv) result in the creation of any Lien upon any of such Restaurant Asset Seller’s properties or the Acquired
Assets or give to any person or entity a right of acceleration or termination; (v) require any approval or consent of any
person under the Charter Documents of such Restaurant Asset Seller, or any agreement or other document to which Restaurant
Asset Seller is a party or by which Restaurant Asset Seller or any of its assets or properties are subject; (vi) subject to
governmental and/or quasi-governmental agency requirements and/or approval, result in the termination, modification or
cancellation of any transferable license, permit, franchise, governmental authorization, contract, clearance or approval
necessary for the lawful operation of the Business by Restaurant Asset Buyer; and (vii) require Restaurant Asset Seller to
obtain any authorization, consent, permit, filing, clearance, registration or exemption or other action by or from or notice
to or filing with (either before or after the Closing Date) any federal or state court, administrative agency or other
governmental body, other than the FLA and the Division
of Hotels and Restaurants.


 


5.3 Title.
Restaurant Asset Seller has, and Restaurant Asset Buyer will receive at Closing, good, valid and marketable title to all of the
Acquired Assets, free and clear of all Liens, leases and tenancies except those exceptions to be disclosed by an owner’s
title insurance commitment to be obtained by Restaurant Asset Buyer. The Acquired Assets comprise all assets of the Restaurant
Asset Seller other than the Excluded Assets. All tangible personal property at the Location is owned by the Restaurant Asset Seller
and not leased except as otherwise disclosed to Restaurant Asset Buyer. There are no financing statements under the Uniform Commercial
Code filed with the Florida Secretary of



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State which name Restaurant
Asset Seller Hotel Asset Seller or Real Property Seller as debtor, excepting only financing statements no longer in effect, and
Restaurant Asset Seller has not signed any security agreement authorizing any secured party thereunder to file any such financing
statement.


 


5.4 No Subsidiaries.
Restaurant Asset Seller does not own and has never owned, either directly or indirectly, any interest (whether debt or equity)
in any other entity.


 


5.5 Intellectual
Property. Restaurant Asset Seller has not received any written notice or other objections to the use of the intellectual property
which relates to the Business as now operated or used by the Restaurant Asset Seller. Any and all rights held by Restaurant Asset
Seller to such intellectual property shall be assigned to Restaurant Asset Buyer at Closing.


 


5.6 Legal Proceedings.
Except as set forth on Schedule 5.6 attached hereto, there are no actions, suits, litigation, proceedings or investigations pending
or to the best of Restaurant Asset Seller’s knowledge, threatened by or against Restaurant Asset Seller which
relate to the Business or the Acquired Assets, and Restaurant Asset Seller has not received any written claim, complaint, or written
notice of any such proceeding or claim or is aware of any basis for any such claim.


 


5.7 Compliance with
Laws. Restaurant Asset Seller has not received any notice asserting any violation of any regulations, rules, ordinances, laws,
statutes, orders and decrees of any governmental authority applicable to it (collectively, the “Applicable Laws’’)
or non-compliance therewith and there is no pending or to the best of Restaurant Asset Sellers’ knowledge, after due inquiry,
threatened investigation, inquiry or audit by any federal, state, or local governmental authority relating to Restaurant Asset
Seller, the Business or any of the Acquired Assets, except as otherwise disclosed by Restaurant Asset Seller to Restaurant Asset
Buyer.


 


5.8 Permits
and Licenses. (i) Schedule 5.8 identifies all existing licenses and permits and is complete and correct in all material respects;
(ii) such licenses and permits constitute all of the licenses and permits currently necessary for the ownership and operation of
the Business, including, but not limited to, the food and beverage licenses required to sell and serve food and liquor at the Business;
(iii) Restaurant Asset Seller has not received any notice of any default in the observance or condition of any license or permit
which has not been heretofore corrected; and (iv) subject to governmental and quasi-governmental requirements, all licenses and
permits (except those listed on Schedule 1.2) are assignable to Restaurant Asset Buyer. There are not any orders, judgments, decrees,
governmental takings, condemnations or other proceedings currently in effect which would be applicable to the Business conducted
by the Restaurant Asset Seller or the properties of the Restaurant Asset Seller and which would reasonably be expected to materially
adversely affect the properties, Acquired Assets, liability, operations or prospects of Restaurant Asset Buyer after the Closing
Date.


 


5.9 Intentionally
Deleted.


 


5.10 Commitments.
Restaurant Asset Seller has delivered or made available to Restaurant Asset Buyer or will deliver within three (3) business days
of the Effective Date, true and correct copies of all written contracts, agreements, commitments, arrangements and personal property
leases which relate to the Business and/or the Acquired Assets, including without limitation, all amendments thereto.



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A true, correct and complete list and summary
description of all such written documents and personal property leases which relate to the Business and/or the Acquired Assets
is attached hereto as Schedule 5.10. All Purchased Commitments are in full force and effect and represent the valid
and binding obligations of Restaurant Asset Seller. Neither Restaurant Asset Seller nor any other party is (with or without the
lapse of time or the giving of notice, or both) in default under any such Purchased Commitment, and Restaurant Asset Seller has
not received any notice of any default or termination of any such Purchased Commitment from any other party thereto and Restaurant
Asset Seller is not aware of any facts or circumstances (with or without the lapses of time or the giving of notice or both) under
which it would be reasonably likely that there would be a default or termination of any such Purchased Commitment. Restaurant Asset
Seller has no outstanding powers of attorney relating to the Business or the Acquired Assets.


 


5.11  Financial
Statements. Restaurant Asset Seller has heretofore delivered to Restaurant Asset Buyer, or will deliver within five (5) business
days of the Effective Date, its financial statements for the months January through June 30, 2015 and for the years ended December
31, 2014 and 2013 and its tax returns for the years 2014, 2013 and 2012 signed by a principal of Restaurant Asset Seller and its
accountant. In the event Restaurant Asset Seller has not filed its corporate tax return for the year 2014, Restaurant Asset Seller
shall deliver a copy to Restaurant Asset Buyer simultaneously with the filing of same with the Internal Revenue Service; and Restaurant
Asset Seller will deliver to Restaurant Asset Buyer as soon as practicable its financial statements for each month in 2015 which
elapses prior to the Closing Date together with copies of its sales tax reports for the months January through June 30, 2015 and
for the years ended December 31, 2014 and 2013. The financial statements referred to in the first sentence of this Section 5.11(collectively,
the “Financial Information”) are based upon the information contained in the books and records of the Restaurant Asset
Seller and present fairly the assets, liabilities and financial condition of the Restaurant Asset Seller as of the respective dates
thereof and the results of such Restaurant Asset Seller’s operations for the periods ended as of the respective dates thereof.
The Financial Information in each case has been prepared in accordance with the normal course of business applied on a consistent
basis throughout the periods involved and with prior periods and the Financial Information does not materially overstate or understate
the gross revenues or net income or the major operating expenses, including, but not limited to, food and beverage purchases, salaries,
and payroll tax expenses of Restaurant Asset Seller.


 


5.12 No Undisclosed
or Transferee Liability. Restaurant Asset Seller has no debt, liability or obligation of any nature, whether accrued, absolute,
contingent or otherwise, that is not reflected or reserved against in the Financial Information, other than liabilities incurred
in the ordinary course of business after the date of the latest of the Financial Information. All debts, liabilities and obligations
of Restaurant Asset Seller or otherwise relating to the Business or the Acquired Assets incurred after the periods covered by the
Financial Information have been incurred in the ordinary course of business, consistent with past practice, and are usual and normal
in amount.


 


5.13 No Brokers.
Except as described on Schedule 5.13, Restaurant Asset Seller has not employed, either directly or indirectly, or incurred any
liability to, any broker, finder or other agent in connection with the transactions contemplated by this Agreement except for Prakas
& Company and Sussman Restaurant Brokerage. Out of the total brokerage commission Restaurant Asset Seller shall pay to Sussman
Restaurant Brokerage at Closing the sum of Thirty Seven Thousand Five Hundred Dollars ($37,500.00) with the balance due under the
separate written agreement being paid to Prakas &



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Company.


 


5.14 Taxes.
Restaurant Asset Seller is not delinquent with respect to money due to any federal, state, or local taxing authority or any other
governmental entity for income tax or any other tax, or interest, penalties, assessments or deficiencies relating thereto (collectively,
“Taxes”). Restaurant Asset Seller has filed all federal, state and local and all other tax returns which it is required
to have filed. Restaurant Asset Seller has paid or made adequate provision for the payment of all Taxes which have or may become
due pursuant to said returns or pursuant to any assessment received with respect thereto, or which is otherwise due and payable
by such Restaurant Asset Seller. As of the Closing Date, Restaurant Asset Seller shall have paid all accrued sales taxes owed by
Restaurant Asset Seller in the state of Florida. No adjustment of or deficiency of any Taxes or claim for additional Taxes has
been proposed, or to the best of Restaurant Asset Seller’s knowledge, threatened, asserted or assessed against Restaurant
Asset Seller. Except as otherwise disclosed by Restaurant Asset Seller to Restaurant Asset Buyer, there are no audits or other
examinations being conducted or, to the best of Restaurant Asset Seller’s knowledge, after due inquiry, threatened by any
taxing authority, and there is no deficiency or refund litigation or controversy in progress or, to the best of Restaurant Asset
Seller’s knowledge, after due inquiry, threatened, with respect to any Taxes previously paid by Restaurant Asset Seller or
with respect to any returns previously filed by Restaurant Asset Seller or on behalf of Restaurant Asset Seller. Restaurant Asset
Sel1er has not made any express waiver of any statute of limitations relating to the assessment or collection of Taxes.


 


5.15 Shareholders’
Ownership. Anthony P. Carpentier owns 50% and Jack Daniels owns 50% of the issued and outstanding capital stock of Restaurant
Asset Seller. Restaurant Asset Seller (and no other person or entity except as otherwise disclosed) own all right, title or interest
in personal property of any kind that was actually used and was necessary to the conduct of the Business by Restaurant Asset Seller,
whether tangible or intangible, wherever located.


 


5.16 Employee
Matters. Except as set forth a schedule 5.16 attached hereto, no employee of Restaurant Asset Seller has a written employment
agreement or is other than an “at will” employee. Restaurant Asset Seller does not have nor maintain any written pension,
profit sharing, thrift or other retirement plan, employee benefit plan, employee stock ownership plan, deferred compensation, stock
option, stock purchase, performance share, bonus or other incentive plan, severance plan, health, group insurance or other welfare
plan, or other similar plan, agreement, policy or understanding. Restaurant Asset Seller is not a party to, and Restaurant Asset
Seller is not subject to, any collective bargaining or other agreement or understanding with any labor union, and no approval by
any labor union is required to complete this transaction. Prior to the date hereof, to the best of Restaurant Asset Seller’s
knowledge, no labor union has attempted to represent employees of the Restaurant Asset Seller at the Location. Restaurant Asset
Seller is not privy to or involved in any labor or union controversy or other interaction of any kind. There are no grievances,
disputes or controversies with any individual or group of employees which would reasonably be expected to have a material and adverse
effect on the Business. The Restaurant Asset Seller has not received notice of any labor action for failure to pay Restaurant Asset
Seller’s employees appropriately and Restaurant Asset Seller has no knowledge of any potential wage dispute or claim for
unpaid minimum wages under the Florida Minimum Wage Act. Schedule 5.16(b) identifies the name and current compensation of each
current employee of Restaurant Asset Seller. There is no unfair labor practice charge or other employee-related or employment-related
complaint against Restaurant Asset Seller pending or, to the best of Restaurant Asset Seller’s



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knowledge, threatened
before any Governmental Authority. To the best of Restaurant Asset Seller’s knowledge, without independent inquiry, Restaurant
Asset Seller has substantially complied with, and is currently in substantial compliance with, all Governmental Requirements relating
to any of its employees or consultants (including, without limitation, any Governmental Requirement of the Occupational Safety
and Health Administration), and Restaurant Asset Seller has not received from any Governmental Authority any written notice of
Restaurant Asset Seller’s failure to comply with any such Governmental Requirement. Within fourteen (14) business days after
the Closing Date, Restaurant Asset Seller shall pay all of its employees for all salary and other benefits that accrue prior to
the date of the Closing.


 


5.17 No Discounts
or Promotions. Except as otherwise disclosed to Restaurant Asset Buyer, Restaurant Asset Seller has not entered into any special
programs or arrangements whereby any customer or employer or group thereof is entitled to a lesser fee or preferential treatment
offered to all customers after the Closing. Said discounts or promotions currently available include an entertainment book and
employee discounts for meals.


 


5.18 Solvency.
Assuming that Restaurant Asset Buyer performs all of its obligations under this Agreement, Restaurant Asset Seller will have sufficient
funds to satisfy all obligations owed to its creditors. Restaurant Asset Seller is solvent and has assets which have a fair value
in excess of its liabilities. The Purchase Price is fair, has been negotiated on an arms-length basis, and is greater than what
Restaurant Asset Seller could obtain for the Assets if such Assets were sold on a liquidation sale basis. Restaurant Asset Seller
has had the opportunity to obtain consult with its independent advisors as to the merits of the transaction described herein. Restaurant
Asset Seller is not entering into this transaction under duress nor as result of the requirement of any lender, creditor or the
FLA.


 


5.19 Inventory.
Immediately after the close of business on the day immediately preceding the Closing Date, Restaurant Asset Seller and Restaurant
Asset Buyer shall conduct a physical count of the entire inventory (the “Inventory”). The Restaurant Asset Seller shall
provide at least three days prior to Closing a report of all existing inventory at the Location (the “Inventory”) that
at such time is owned by Restaurant Asset Seller and which is: (a) usable or saleable in the ordinary course of the Business; (b)
sufficient but not excessive in kind or amount for the conduct of the Business as it is presently being conducted, and (c) carried
on the books of Restaurant Asset Seller at an amount which reflects its costs. After such determination, Restaurant Asset Seller
shall provide evidence by original paid invoices of the cost of such useable and saleable Inventory in the form of a certified
report (as certified by Restaurant Asset Seller) of the Inventory at the Location and the Restaurant Asset Buyer and Restaurant
Asset Seller shall jointly determine the amount to be added to the Purchase Price (the “Inventory Report”) setting
forth the value of the Inventory at cost for the purposes of calculating the Purchase Price and Restaurant Asset Buyer shall acquire
the items on the Inventory Report free and clear of all liens and encumbrances. The value of the Inventory shall be calculated
at one hundred percent (100%) of the aggregate cost of the Inventory. Inventory shall include, but not be limited to, all useable
and unopened beer (including unopened kegs), wine and liquor inventories of Restaurant Asset Seller, as well as food products that
Restaurant Asset Buyer and Restaurant Asset Seller jointly agree shall be sold by Restaurant Asset Seller to Restaurant Asset Buyer
under the terms of this Agreement. As used herein “useable” shall mean inventory which is in good and saleable condition
and of the quality regularly sold and served to customers of Restaurant Asset Seller in the usual course of business.



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5.20 Disclosure.
No representation or warranty in this Section 5 contains any untrue statement of a material fact or omits a material fact necessary
in order to make the statements contained herein false or misleading at the time said statements were made.


 


6. Conditions
Precedent. Restaurant Asset Buyer shall not be obligated to close the transactions contemplated by this Agreement unless
each of the following conditions are satisfied, or expressly waived in writing by Restaurant Asset Buyer (collectively, the “Conditions
Precedent”): (a) Restaurant Asset Buyer and Restaurant Asset Seller, shall have entered into a management agreement to operate
the Business at the Location until the Liquor License from the FLA is issued to Restaurant Asset Buyer or Restaurant Asset Buyer
shall have received a temporary liquor license for the Business operation at the Real Property; (b) the Restaurant Asset Seller
shall have materially performed, satisfied and complied with all obligations and covenants of Restaurant Asset Seller required
by this Agreement to be performed or complied with by them, respectively, at or before the Closing; (c) Restaurant Asset Seller
shall have delivered to Restaurant Asset Buyer at or before the Closing, as applicable hereunder, all documents and all other items
required hereunder to be delivered to it, with all such documents which require Restaurant Asset Seller’s execution having
been duly executed, as applicable, by Restaurant Asset Seller; (d) Restaurant Asset Seller shall have obtained all necessary approvals,
consents and clearances from governmental authorities (including but not limited to Department of Business and Professional Regulation
and Department of Revenue) and others in connection with the transactions contemplated by this Agreement (the “Consents”),
(e) no new law or amendment to any existing Applicable Law has been enacted, , promulgated, or issued which precludes the transaction
contemplated by this Agreement; (f) there has been no material adverse change in the Business assets or liabilities of Restaurant
Asset Seller since the date of this Agreement; (g) Hotel Asset Seller and Hotel Asset Buyer and Real Property Buyer
and Real Property Seller have simultaneously closed on the purchase and sale of the Hotel Assets and the Real Property (h) If the
FLA shall fail or refuse to issue the Liquor License and if Restaurant Asset Buyer shall have made a good faith effort to obtain
the Liquor License, then either Restaurant Asset Buyer or Restaurant Asset Seller may, without liability, terminate its obligations
under this Agreement. Restaurant Asset Seller shall cooperate with Restaurant Asset Buyer to: (i) obtain the FLA’s and other
governmental agencies approval to operate the Business at the Location and (ii) complete the transactions contemplated by this
Agreement.


 


7. Pre-Closing
Covenants. In addition to other obligations contained in this Agreement, the parties hereto shall perform their respective
obligations under the following covenants between the Effective Date and the Closing Date:


 


7.1  In the event
a Closing does not occur, the Restaurant Asset Buyer and Restaurant Asset Seller will return all Information to the party that
provided same or destroy all information that is in tangible form, together with any copies that may have been made,
and provide written certification that the foregoing has been completed.


 


7.2 Reasonable
Efforts. Each of the parties hereto will use all reasonable efforts to take such actions as are to be taken by each of them
respectively hereunder prior to Closing, provided that no party is obligated to waive any condition to its obligations to close
or to waive any performance of this Agreement by the other party hereunder. The Restaurant Asset Seller agrees to use commercially
reasonable efforts to obtain the Consents required under this Agreement and Restaurant Asset Buyer shall use commercially reasonable
efforts to assist in the obtaining of such Consents. Each party shall be



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responsible for its
own costs and expenses relating to using its efforts as required hereby in obtaining the Consents, provided, however, Restaurant
Asset Seller shall have no obligation to incur any cost or expense in connection with Restaurant Asset Buyer obtaining or securing
any licenses (liquor or otherwise).


 


7.3 Ordinary Course.
Restaurant Asset Seller will, unless Restaurant Asset Buyer otherwise consents in writing: (a) own and use the Acquired Assets
in accordance with all Applicable Laws, in the ordinary course, and in a manner which will not be reasonably expected to have a
material adverse effect on the Acquired Assets, (b) maintain the Acquired Assets in good repair and working condition and maintain
and keep in force existing insurance on the Acquired Assets, (c) maintain any and all relationships with its existing employees,
customers, suppliers and any other persons or firms with whom Restaurant Asset Seller has significant contact in connection with
the operation of the Business and take such other and further actions as may be reasonably necessary to preserve the goodwill of
the Business, including the prompt payment of all suppliers and vendors; maintain its books and records in the ordinary course,
consistent with past practice, (d) maintain the Inventory at the level described on Schedule 5.20 and (e) comply in all respects
with all of the terms of the Purchased Commitments and continue operating the Business in the ordinary course. In addition, Restaurant
Asset Seller will not, without Restaurant Asset Buyer’s prior written consent: (i) remove, relocate, sell, transfer, pledge,
lease, hypothecate or otherwise dispose of any of the Acquired Assets outside of the ordinary course of business, (ii) enter into,
engage in, or become a party to, directly or indirectly, any transaction or agreement other than in the ordinary course of business,
or (iii) materially increase the compensation of any employee or independent contractor of the Business.


 


7.4 Cooperation.
No party hereto will intentionally take any action that would cause any condition set forth in this Agreement not to be fulfilled,
including without limitation, taking or causing to be taken any action that would cause the representations and warranties made
by such party in this Agreement not to be true and correct in all material respects as of the Closing. Restaurant Asset Seller
shall cooperate with Restaurant Asset Buyer (to the extent that Restaurant Asset Seller shall not incur any expense) relative to
the execution of any and all permits and licenses reasonably requested by Restaurant Asset Buyer prior to Closing.


 


7.5 Governmental
Filings. Each party hereto will promptly make all governmental filings or other submissions which may be necessary in order
for such party to be able to consummate the transactions contemplated by this Agreement.


 


7.6 Taxes and
Fees. Restaurant Asset Seller shall prepare and timely file, in a manner consistent with Applicable Laws, all tax returns relating
to the Business and/or the Acquired Assets required or permitted to be filed on or before the Closing Date.


 


7.7 Access.
From time to time and at any time during normal business hours, Restaurant Asset Seller shall give Restaurant Asset Buyer and its
representatives reasonable access to the Location and Acquired Assets from the date hereof and through the Closing Date provided
that Restaurant Asset Buyer gives Restaurant Asset Seller reasonable prior notice and Restaurant Asset Buyer is accompanied by
Restaurant Asset Seller or an agent thereof and shall promptly furnish to Restaurant Asset Buyer and its representatives such information
and records relative to the Business and the Acquired Assets as they shall, at any time and from time to time, reasonably request
in Restaurant Asset Seller’s possession,



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including but not limited
to, financial reports of operations and reports and other information as to the status of Restaurant Asset Seller’s liabilities
to its vendors.


 


7.8 Exclusivity
while the parties are under contract. Restaurant Asset Seller acknowledges that Restaurant Asset Buyer has devoted and will
devote substantial time and has incurred and will incur out of pocket expenses (including attorneys’ fees and expenses)
in connection with conducting business, financial, and legal due diligence investigations of Restaurant Asset Seller and the Business,
drafting and negotiating this Agreement and all related agreements and consummating the transactions contemplated hereby and thereby.
In the event that Restaurant Asset Seller violates any provision of this Agreement, Restaurant Asset Buyer shall have such remedies
as are set forth herein. To induce Restaurant Asset Buyer to take the actions contemplated under this Agreement, the Buyer under
the Hotel Asset Agreement and the Real Property Buyer under the Real Property Contract to incur such expenses, from the date of
this Agreement until the earlier of the Closing or termination of this Agreement Restaurant Asset Seller will not directly or
indirectly: (a) enter into any written or oral agreement or understanding with any person or entity (other than Restaurant Asset
Buyer) regarding a sale (directly or indirectly including by way of merger or consolidation) of all or any part of the Business
or the Acquired Assets or the use of the Location; or (b) solicit, initiate or encourage the submission of any proposals or offer
from any person or entity (other than Restaurant Asset Buyer) regarding the possibility of any such sale or such use or participate
in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate
in any other manner any effort or attempt by any person to do or seek any of the foregoing.


 


7.9 Pre-Closing
Obligations. Restaurant Asset Seller shall promptly pay, perform and discharge in full and in accordance with their respective
terms, all liabilities and obligations relating to the Acquired Assets and/or the Business which accrue prior to the Closing (regardless
of when they actually arise), and all other Excluded Liabilities, and Restaurant Asset Buyer shall have no responsibility therefor.


 


7.10 Further Actions.
From the date hereof to the Closing or termination of this Agreement, the Restaurant Asset Seller will provide prompt notice to
Restaurant Asset Buyer of any fact, condition, event or occurrence that will or is reasonably likely to result in the failure of
any of the conditions contained in this Agreement to be satisfied or the breach of any representation or warranty set forth herein.


 


7.11  Liquor License.
The parties acknowledge that, subject to those requirements and conditions established from time to time by the applicable
governmental and quasi-governmental authorities (i.e., State of Florida and St. Lucie County), the liquor license is not freely
assignable, and that Restaurant Asset Buyer and the principals of the Restaurant Asset Buyer shall be obligated to apply for a
liquor license in its name. The Restaurant Asset Seller will reasonably cooperate and assist the Restaurant Asset Buyer in all
matters relating to the transfer and assignment of its liquor license to the Restaurant Asset Buyer including, without limitation,
the execution and delivery of all documentation required by the governmental authorities with
reference thereto, but at no cost or expense to the Restaurant Asset Seller. Without in any manner limiting to the foregoing, Restaurant
Asset Seller will, within a reasonable time of Restaurant Asset Buyer’s request execute the Division of Alcoholic Beverages
and Tobacco applications in duplicate and have its signatures notarized. Restaurant Asset Seller will also execute the required
surcharge form for transfer of licenses. Restaurant Asset Buyer



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shall use the applications
to determine Restaurant Asset Seller’s status at the Department of Revenue with regard to the sales tax and at the Division
of Alcoholic Beverages and Tobacco with regard to surcharges. Restaurant Asset Seller and Restaurant Asset Buyer agree to use their
best efforts to immediately cure any deficiencies caused by Restaurant Asset Seller or Restaurant Asset Buyer, as the case may
be, that may affect Restaurant Asset Buyer’s ability to obtain a transfer of or the issuance of a temporary the liquor license.
Restaurant Asset Buyer will apply for a temporary liquor license to be issued on or before the Closing Date. Restaurant
Asset Seller shall provide Restaurant Asset Buyer with any and all prior reports issued by the Division of Hotels and Restaurants
prior to Closing, upon request of the Restaurant Asset Buyer.


 


8. Indemnification.
Subject to the terms and conditions set forth in the Closing Escrow Agreement the Restaurant Asset
Seller agrees to and shall defend, indemnify and hold harmless Restaurant Asset Buyer and its managers, members, employees, agents,
representatives (collectively, the “Restaurant Asset Buyer Indemnified Parties”) harmless from and against any
and all losses, damages, actions, lawsuits, demands, proceedings, judgments, deficiencies, costs, expenses (including without limitation,
reasonable attorneys’ fees and expenses), and governmental actions of every kind, nature or description (collectively, “Losses”)
which arise out of or relate to any of the following: (a) any breach of any representation, warranty or covenant made by the Restaurant
Asset Seller in the Acquisition Agreements; (b) any failure by the Restaurant Asset Seller to perform, comply with or observe any
one of more of its covenants, agreement or obligations contained in the Acquisition Agreements; If there is any indemnification
claim hereunder, Restaurant Asset Buyer shall promptly cause notice of the claim to be delivered to the Restaurant Asset Seller.
The Restaurant Asset Seller shall defend such claim at its sole cost and expense with legal counsel selected by the Restaurant
Asset Seller. In the event Seller is not pursuing the payment, settlement or defense of the claim in a commercially reasonable
manner to the detriment of the Restaurant Asset Buyer, the Restaurant Asset Buyer and its counsel shall have the
right to participate in the defense of any such claim and/or compromise or settle the claim and any such expense shall be paid
out of and limited to any and all monies in the Escrow Fund being held by Restaurant Asset Seller’s attorney pursuant to
that certain Escrow Agreement executed by Restaurant Asset Seller and Restaurant Asset Buyer of even date herewith. Similarly,
if notice is given and the Restaurant Asset Seller fails to promptly (for purposes herein, “promptly” shall be deemed
to be within 30 days) assume or assert the defense of the claim in good faith, the claim may be defended, comprised or settled
by the Restaurant Asset Buyer without the Restaurant Asset Seller’s consent and any expense incurred in defending the claim
or any compromise or settlement made shall be paid out of the Escrow Fund up to the amount of the Escrow Fund then in the possession
of the Escrow Agent. It is understood and agreed that the Restaurant Asset Seller’s obligations hereunder and
under the Escrow Agreement as to any expenses, costs or otherwise and in connection with an indemnification claim shall be limited
to the amount of the Escrow Fund. Notwithstanding any provision of this Section 8 to the contrary, Restaurant Asset Buyer may retain
control over the defense (at the cost of the Restaurant Asset Seller) of any claim hereunder if such claim is for injunctive or
other equitable relief with the expense of such defense being paid out of and limited to any and all monies in the Escrow Fund.
Restaurant Asset Seller cannot settle a matter other than for dollar damages without the consent of Restaurant Asset Buyer. Notwithstanding
anything contained herein to the contrary, the terms and conditions of said escrow and the Escrow Fund shall be subject to the
terms of the Escrow Agreement.



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9. Post-Closing
Covenants. In addition to other obligations contained in this Agreement, the parties hereto shall perform their respective
obligations under the following covenants after the Closing:


 


9.1. Taxes.
Restaurant Asset Buyer shall pay any and all sales, use, transfer or other taxes due or owing in connection with the transfer and
conveyance of the Assets hereunder, and Restaurant Asset Seller shall have no liability therefor.


 


9.2. Restaurant
Asset Seller’s Employees. Restaurant Asset Seller acknowledges that on or after the Closing Date, Restaurant Asset Buyer
may hire one or more persons previously employed by Restaurant Asset Seller, that any such persons shall be treated as new hires
by Restaurant Asset Buyer and that Restaurant Asset Buyer’s employment of such persons shall in no way limit Restaurant Asset
Seller’s obligations to pay any amounts or provide any benefits to such persons (owed to such person as a result of their
employment prior to Closing) in connection with their employment by Restaurant Asset Seller or the termination thereof. Nothing
herein shall obligate Restaurant Asset Buyer to employ such employees or to employ them for any specific time period or to provide
them with any specific benefits or pay rate.


 


9.3. Restrictive
Covenants. The Restaurant Asset Seller acknowledges and agrees that Restaurant Asset Buyer would not have entered into this
Agreement to purchase the Acquired Assets but for the following restrictive covenants, that the provisions of this Section
9.3 are supported by good and sufficient consideration, that the Restaurant Asset Seller (including, but not limited to, officers,
shareholders (and their spouses, if any), employees and agents thereof) possesses information and expertise relating to the Business
and the Acquired Assets that will enable them to injure Restaurant Asset Buyer and diminish the value of the investment by Restaurant
Asset Buyer in the Business and the Acquired Assets if the Restaurant Asset Seller should engage in any business that is competitive
with the Business conducted by Restaurant Asset Buyer. The Restaurant Asset Seller hereby represents and warrants that the Restaurant
Asset Seller (including, but not limited to the officers and shareholders (and their spouses, if any) thereof,) do not own a restaurant
that operates within the restricted area (hereinafter defined) and they hereby covenant and agree to deliver to Restaurant Asset
Buyer during the Due Diligence Period, non-disclosure and non-competition agreements, in a form acceptable to Restaurant Asset
Buyer and Restaurant Asset Seller, executed by all Key Personnel (i.e., shareholders of Restaurant Asset Seller), as identified
by Restaurant Asset Seller and provided as a list to be adopted as Schedule 9.3 during the Due Diligence Period. This separate
non-competition agreement shall provide (a) for a period of two (2) years after the Closing Date (the “Restriction Period”)
Key Personnel shall not: within twenty-five (25) miles of the Location, directly or as an owner, officer, employee, agent, or
otherwise, operate a restaurant, bar, catering hall or banquet facility either with the name “Shuckers” or
any similar name and/or menu, design, or style of service similar that of the Restaurant Business; (b) for a period of two (2)
years after the Closing Date directly or indirectly, as an owner, officer, employee, agent, or otherwise solicit for employment
or employ any employees of the Business. If any provision of this Section 9.3 is violated, in whole or in part, Restaurant
Asset Buyer shall be entitled in addition to damages upon application to any court of proper jurisdiction, to seek a temporary
restraining order, preliminary injunction or permanent injunction, to restrain and enjoin such violation without prejudice as
to any other remedies Restaurant Asset Buyer may have at law or in equity and Restaurant Asset Seller hereby consents to the issuance
thereof by any court of



    	15



    	



    

competent
jurisdiction. The Restaurant Asset Seller agrees that the restrictions in this Section 9.3 are reasonable and necessary
for the protection of Restaurant Asset Buyer’s business and goodwill and that Restaurant Asset Buyer will suffer irreparable
injury, for which monetary damages alone may be inadequate, if Restaurant Asset Seller engages in the prohibited conduct. If Restaurant
Asset Buyer seeks a temporary restraining order, preliminary injunction or permanent injunction, Restaurant Asset Buyer shall not
be required to post any bond with respect thereto, or, if a bond is required, it may be posted without surety thereon and Restaurant
Asset Seller waives any requirement for the securing or posting of any bond in connection with such remedy. If any provision of
this Section 9.3 is held by any court of competent jurisdiction to be unenforceable, or unreasonable, as to time, geographic
area or business limitation, the parties agree that such provisions shall be and are hereby reformed to the maximum time, geographic
area or business limitation permitted by applicable law and the court in each case shall reduce the necessary terms to a permissible
duration, burden or scope. The parties further agree that, in such event, the remaining restrictions contained herein shall be
severable and shall remain in effect and shall be enforceable independently of each other.


 


10. Consultation.
Anthony P. Carpentier (“Anthony”) agrees to provide Restaurant Asset Buyer, at no cost to Restaurant Asset Buyer, with
consulting services relating to the operation of the Business on a full time basis (i.e., up to thirty (30) hours per week) for
two (2) weeks prior to Closing and for two (2) weeks after Closing, provided, however, it is understood and agreed that Anthony’s
consulting services shall be subject to Anthony’s availability as set forth in a schedule to be provided by Anthony to Restaurant
Asset Buyer prior to Closing. Thereafter, for the following ninety (90) days, Anthony shall be reasonably available during regular
business hours, as needed, but no more than ten (10) hours total per week. Such assistance may be by telephone or in person at
the discretion of the Restaurant Asset Seller. During the Due Diligence Period and subject to being accompanied by Anthony (or
such representative as appointed by Anthony), Restaurant Asset Buyer or his designated agent shall be permitted to visit the Business
to observe the operation of the Business.


 


11. Miscellaneous


 


11.1
Notices. All notices consents, demands and other communications hereunder are to be in writing and must be sent or transmitted
by (i) United States mail, certified or registered, return receipt requested (ii) confirmed overnight courier service, or (iii)
confirmed facsimile transmission properly addressed or transmitted to the address of the party below or to such other mailing
address or facsimile number as one party shall provide to the other party in accordance with this provision and are deemed to
have been duly given or made on the delivery date if delivery is made during applicable normal working hours, or on the next business
day if deliver after applicable normal working hours. In the event a delivery or notice deadline falls on a weekend or holiday,
then the applicable deadline will be extended to include the first business day following such weekend or holiday.


 


	 	If to Asset Buyer:	Ark Shucker, LLC
	 	 	85 Fifth Avenue
	 	 	New York, New York 10003-3019
	 	 	Attention: Robert J. Stewart. President
	 	 	Email: bstewart@arkrestarants.com
	 	 	 
	 	with a copy to:	Joel P. Koeppel, Esq.




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	 	 	Koeppel Law Group, P.A.
	 	 	400 South Australian Avenue, Suite 300
	 	 	West Palm Beach, Florida 33401
	 	 	Email: Joel@KoeppelLawGroup.com
	 	 	 
	 	and if to Asset Seller: 	Ocean Enterprises, Inc
	 	 	9800 South Ocean Drive
	 	 	Jensen Beach, Florida 34957
	 	 	Attention: Anthony P. Carpentier
	 	 	 
	 	with copy to:	Bob Kramer, Esq.
	 	 	Kramer, Sopko & Levinstein, P.A.
	 	 	2300 SE Monterey Road, Suite 100
	 	 	Stuart, Florida 34996
	 	 	Email: rkramer@kslattorneys.com


 


11.2 Construction.
This Agreement constitutes the entire understanding of the parties and may be amended only by a writing executed by all of the
parties to be bound. The section and subsection headings of this Agreement have been inserted solely for convenience of reference,
and shall not control or affect the meaning or construction of any of the provisions of this Agreement. No provision of this Agreement
will be interpreted in favor of, or against, any of the parties hereto by reason of the extent to which any such party or its legal
counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior
draft hereof or thereof. The parties agree that they have had the opportunity to read this Agreement and obtain the advice of legal
counsel, and further agree that the provisions set forth herein are fair and reasonable. The recitals form an integral part of
this Agreement and are hereby incorporated herein. Any ambiguity or uncertainty existing herein shall not be interpreted or construed
against any party hereto.


 


11.3 Invalidity.
In the event any provision or portion of any provision of this Agreement is held invalid or unenforceable by a court of competent
jurisdiction as applied to any fact or circumstance, the remaining provisions and portions of this Agreement and the same provision
as applied to any other fact or circumstance shall not be affected or impaired thereby and shall remain valid and enforceable.


 


11.4 Waiver.
No failure of any party to exercise any right or remedy given such party under this Agreement or otherwise available to such party
or to insist upon strict compliance by any other party with its obligations hereunder, and no custom or practice of the parties
in variance with the terms hereof, shall constitute a waiver of any party’s right to demand exact compliance with the terms
hereof, unless such waiver is set forth in writing and executed by such party.


 


11.5 Assignment;
Binding Effect. No party may assign its rights or delegate its obligations hereunder without the consent of the other party;
except that Restaurant Asset Buyer may assign its rights under this Agreement to a corporation, limited liability company or other
similar entity owned and controlled by Restaurant Asset Buyer. Subject to the foregoing, this Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.



    	17



    	



    

11.6 Electronic Transmission
and Counterparts. This Agreement may be executed by electronic transmission and/or simultaneously in one or more counterparts,
each of which shall be deemed an original, but any of which together shall constitute one and the same instrument.


 


11.7 Risk
of Loss. In the event there is a material loss regarding the Business or the Location between the Effective Date and the Closing
Date, Restaurant Asset Buyer, may terminate this Agreement, the Hotel Asset Agreement and the Real Estate Rider and receive a refund
of the Deposit, and the parties hereto shall have no further obligations
hereunder or thereunder; or (b) close the transaction described herein as well as the Hotel Asset Agreement and the Real Estate
Purchase and Sale Agreement, together with any insurance proceeds
payable by virtue of such loss or damage provided that Restaurant Asset Buyer shall be entitled to a credit for any deductible
under any such insurance policy if said deductible is to be paid by Restaurant Asset Seller.


 


11.8 Submission
of Agreement. The submission of this Agreement to the Restaurant Asset Seller or their agents or attorneys for review shall
not be deemed an offer to purchase from Restaurant Asset Buyer, and no agreement with respect to the purchase and sale of the Acquired
Assets shall exist unless and until this Agreement is executed and delivered by the Restaurant Asset Seller and Restaurant Asset
Buyer.


 


11.9 No Joint
Venture. Nothing contained in this Agreement shall be deemed or construed to create any partnership, joint venture or other
relationship between the Restaurant Asset Seller and Restaurant Asset Buyer (other than the relationship of seller and/or shareholder
and buyer). No term or provision of this Agreement is intended to be, or shall be, for the benefit of any person or entity other
than the Restaurant Asset Seller and Restaurant Asset Buyer.


 


11.10 Further
Assurances. Consistent with the terms and conditions hereof each party shall execute and deliver all instruments, certificates
and other documents and shall perform all other acts which the other party reasonably requests in order to carry out this Agreement
and the transactions contemplated hereby.


 


11.11  Survival.
The provisions of Section 2, Section 5, Section 8 Section 9 and Section 10 shall survive the Closing.


 


11.12 Applicable
Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida.


 


11.13  JURY WAIVER.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE RELATIONSHIP CONTEMPLATED HEREBY.


 


11.14 Fees and
Expenses. Each of the parties hereto shall pay its own fees, costs and expenses incurred in connection with the negotiation,
preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. In any action
brought to enforce the terms of this Agreement or any guarantee of obligations hereunder, the prevailing party shall be entitled
to



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recover all costs of enforcement and litigation,
including but not limited to reasonable attorney’s fees. As used in this Agreement the term “prevailing party”
means that party whose position is substantially upheld in a final judgment rendered in any litigation or proceeding, or, if the
final judgment is appealed, that party whose position is substantially upheld by the decision of the final appellate body that
considers the appeal.


 


IN WITNESS WHEREOF, the parties have caused
this Restaurant Asset Purchase Agreement to be executed the day and year noted below.


 


	ASSET SELLER:	 	ASSET BUYER:
	 	 	 
	Ocean Enterprises, Inc.	 	Ark Shuckers, LLC
	a Florida corporation	 	a Delaware limited liability company
	 	 	 
	By: /s/: Anthony Carpentier                   	 	By: /s/: Robert Stewart                   
	Printed Name: Anthony P. Carpentier	 	Printed Name: Robert J. Stewart
	Title:  President	 	 Title: President
	Dated: August 10, 2015	 	Dated: August 10, 2015




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EXHIBIT SCHEDULES


 


	Exhibit “A”	Closing Escrow Agreement
	 	 
	PARAGRAPH	DESCRIPTION
	 	 
	1.2	Excluded Assets
	 	 
	1.3	Assumed Liabilities
	 	 
	5.6	Legal Proceedings
	 	 
	5.8	Permits and Licenses
	 	 
	5.9	Real Property Title Exceptions
	 	 
	5.10	Contracts, Agreements, Commitments, Personal Property Leases
	 	 
	5.13	Broker
	 	 
	5.16 (a)	Written Employment Agreements
	 	 
	5.16 (b)	Name and current compensation of employees




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