ASSETS PURCHASE AGREEMENT

THIS AGREEMENT (“Purchase Agreement”) is executed and effective as of this

15th day of May, 2019 (“Effective Date”), by and between Carlson Enterprises, Inc., a
Wisconsin Corporation, organized under Chapter 183 Wisconsin Statutes (“Seller”), and
Madison LLC, a Wisconsin Limited Liability Company, organized under Chapter 183 WI
Statutes (“Buyer”).

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller, the assets of the karaoke bar previously known as CEI Karaoke located at 285 South
Smythe Road, Madison, Wisconsin 53701, upon the terms and subject to the conditions set
forth in this Purchase Agreement;

NOW, THEREFORE, acknowledging consideration, the parties agree as follows:

1. Terms Defined: The definition of terms in this agreement can be found in EXHIBIT
A, which is attached to this Purchase Agreement and incorporated herein.

2. Purchase of Assets. Subject to and in accordance with the terms and provisions of this
Purchase Agreement, Seller hereby sells to Buyer and Buyer hereby purchases from Seller
all the Assets of CEI Karaoke, other than the Excluded Assets listed below in Section 2.a.
A non-exhaustive list of the Assets of CEI Karaoke can be found in EXHIBIT B, which is
attached to this Purchase Agreement and incorporated herein. In consideration for those
assets, Buyer shall pay Two Hundred Fifty-Seven Thousand Dollars ($257,000.00)
(“Purchase Price”) to Buyer.

a. Excluded Assets: Excluded Assets shall include the Seller’s business

name, “CEI Karaoke”. The Buyer agrees to use a new name for the business and
is prohibited from using the name “CEI Karaoke”.

b. Ownership Transfer: Transfer of the ownership of all the Assets shall be

performed on June 1, 2019 (“Closing”). At the time of Closing, and upon receipt
of the full Purchase Price to Seller from Buyer, the Seller shall transfer ownership
to Buyer. Physical possession of the business will be transferred to the Buyer
directly after Closing, to include possession of all items being transferred under
this agreement.

3. Payment Terms. Buyer and Seller agree to the following payment terms:

a. Payment: Buyer agrees to pay the full Purchase Price at Closing. The
Seller will provide a Bill of Sale for all goods and equipment, which certifies that
all of the items sold are free and clear of any encumbrances. This Bill of Sale will
be provided to the Buyer at Closing after the full Purchase Price payment is made.

b. Delivery of Payment: Payment will be made to Carlson Enterprises, Inc. in

the form of cashier’s check or other means of certified funds. Payment will be
 ASSET PURCHASE AGREEMENT

made in full at closing which will take place at the Buyer’s attorney’s office at 5
p.m. on June 1, 2019.

c. Return of Payment: This contract is contingent upon the transfer of the

liquor license from the Seller to the Buyer. The successful transfer of the liquor
license is to be performed within 30 days of closing. That deadline can be
extended only by written agreement of both the Buyer and Seller. If the license
transfer is not approved by the licensing authority within that time period, all
money transferred from Buyer to Seller shall be returned to Buyer within 10 days
of written notice of such. If the license if not transferred, this contract becomes
void.

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4. Assets Defined: For purposes of clarification, the parties agree that as of the Effective
Date, the Assets subject of this purchase are being sold “as is”. However, Seller agrees that
all items will pass inspection when needed within the next calendar year, or the Buyer will
have a cause of action against the Seller for repair or replacement of the item within 1 year of
the closing date.

5. Warranties and Representations of Seller: Seller hereby warrants and represents with
respect to the Assets being transferred pursuant to this Purchase Agreement that it is the sole
owner of such Assets; that it has the unrestricted right to transfer such Assets to Buyer; and
that the Assets are free and clear of liens, encumbrances, obligations, security interests,
irregularities, pledges, or other defects. Seller hereby warrants and represents that this
Purchase Agreement is valid and binding upon it and its members and is enforceable in
accordance with its terms; that the consummation of the transactions contemplated by this
Purchase Agreement and the compliance with the provisions hereof will not result in any
breach of any provision of law, the provisions of any order of any court or other agency of
government, or any Purchase agreement or other instrument to which they are a party or by
which they are bound; and that they have not incurred any liabilities or claims against or on
behalf of the Assets as disclosed in writing and known to Buyer. The Seller will execute an
affidavit at closing stating that no taxes of any kind are due and owing relative to any of the
property being transferred or business itself.

6. Additional Representations: The Seller represents that it is unaware of any notices from
any governmental or licensing agencies requiring any alterations of corrections to the
business premises and that the business of karaoke can continue at the abovementioned
premises. Seller also represents that no contracts for construction at the business are
outstanding or have been completed in the last 30 days for which there is no lien release from
the contractor.

7. Additional Post-Closing Obligations: The following obligation shall survive closing:

a. Liquor License Transfer: Seller will cooperate and perform any necessary actions
to transfer current liquor license to Buyer. If any documents are to be signed by
Seller to effectuate transfer of the liquor license, the Seller will do so upon the
request of the Buyer.

b. Liquor License Transfer: Buyer will file the abovementioned transfer application
papers with the appropriate department within 5 days of the closing. Seller will
render any reasonable assistance Buyer needs with the transfer of the liquor
license upon request. The liquor license renewal cost will be paid solely by the
Buyer. Buyer will provide proof of the transfer of the liquor license within 30
days after closing.

c. Indemnification of Seller: Seller shall pay, or make satisfactory arrangements to

pay, all business debts which were incurred on or before the date funds are
transferred to Seller. This obligation survives the closing, and provided that
 ASSET PURCHASE AGREEMENT

Buyer promptly provides notice of any such charges or claims to Seller, Seller
shall promptly contact the creditor and make arrangements so that no obligation to
pay such debts shall fall upon the Buyer. Seller shall defend and indemnify Buyer
from any costs incurred because any party makes claims against Buyer, which
claims are wholly based upon events or actions, which occurred prior to the
closing date.

d. Indemnification of Buyer: Buyer hereby agrees to defend and indemnify Seller

from and against any and all claims, costs and liability that may be imposed on or
incurred by Seller arising out of Buyer’s (or its agents’, representatives’,
employees’, contractors’, transferees’ or acquirers’) use of the Assets, or operation
of the business relating in any way to the Assets, after the Effective Date.

e. Machine Deposit Costs: The Buyer will reimburse Seller at Closing for any
amounts that are on deposit as security for 3 karaoke machines located on the
business premises. Such amounts will be added to the Purchase Price on a closing
statement presented at Closing. The Seller will provide a copy of the Purchase
Agreement to Buyer at least 5 days before Closing.

f. Non-compete: The Seller agrees that the Seller will not directly or indirectly
engage in the same or similar type of business as an individual or business, and as
a principal, agent, employee, or straw party within 50 miles of the address of this
business. The period of non-competition is effective 1 year from the date of the
Closing of the contract.

g. Training: The Seller will provide 10 hours of training to Buyer or Buyer’s agent
as a part of this contract and the Purchase Price, on the management and operation
of the karaoke machines. Such training will occur with 2 weeks of Closing. The
dates of training shall be agreed upon mutually by the Buyer and Seller at the time
of Closing.

8. Miscellaneous

a. Right to Cure: If either Seller or Buyer are in default on the terms of this Purchase
Agreement, the non-defaulting party shall give written notice of default to the
defaulting party. The defaulting party shall then have 30 days from receipt of
written notice to cure said default, before the non-defaulting party may proceed
with legal remedies. If a legal action is filed in order to enforce the terms of this
Purchase Agreement, then the defaulting party shall also pay the reasonable and
actual attorney fees and court costs of the non-defaulting party.

b. Entire Agreement: This Purchase Agreement constitutes the entire agreement

between the parties, and supersedes all prior agreements and understandings,
including, without limitation, relating to the subject matter hereof. There are no
representations, agreements, arrangements or understandings, oral or written,
between the parties hereto relating to the subject matter of this Purchase

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 ASSET PURCHASE AGREEMENT

Agreement, which are not fully expressed herein.

c. Modification: This Purchase Agreement may be amended or modified only by a

written instrument executed by each of the parties hereto.

d. Governing Law: This Purchase Agreement shall be governed by and enforced and
interpreted in accordance with the laws of the state of Wisconsin, without giving
effect to its conflict of laws provisions.

e. Binding Effect: This Purchase Agreement shall be binding upon, and inure to the
benefit of, the parties hereto and their respective heirs, executors, administrators,
legal representatives, successors and assigns. If either party dies before the
completion of this contract and other obligations herein, then this Agreement is
void.

f. Legality: If any portion of the agreement is determined to be invalid, that portion

can be stricken with the remaining enforceable provisions remaining in full force
and effect.

g. Completion of Documents: The Buyer and Seller agree to cooperate in executing

any documents that are needed to effectuate any components of this agreement.

h. Understanding of Terms: Both parties have read and understand the agreement.
The Seller has been given the opportunity to have an attorney of its choice review
the document prior to signing. Both parties understand that this document was
drafted by an attorney who represents only the Buyer and the Buyer’s interests.
The Seller is fully aware of this, and has been given no legal advice by the
drafting attorney.

SIGNATURES

IN WITNESS WHEREOF, the parties hereto have executed this Purchase Agreement
effective as of the Effective Date.

Carlson Enterprises, Inc. - Seller

_______________________________________
Josephine C. Carlson (President)

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 ASSET PURCHASE AGREEMENT

_______________________________________
Date

Madison, LLC - Buyer

_______________________________________
James J. Madison (agreeing to these terms on behalf
of the LLC)

_______________________________________
Date

Drafted by:
Attorney Jody L. Cooper
SBN: 1024885
Madison College Law Offices

EXHIBIT A - DEFINITIONS OF TERMS

“assets” - all physical personal possessions as defined in EXHIBIT B, to include but not limited
to: karaoke machines, equipment, furnishings, licenses, fixtures, and the business known as CEI
Karaoke.

“consideration” - something of legal value given in exchange for something else of legal value.
In this contract, the consideration is $257,000.00 in exchange for the business assets as listed.

“excluded assets” - assets listed as not to be included in this purchase agreement.

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 ASSET PURCHASE AGREEMENT

“Closing” - the meeting in which this purchase agreement is executed, completed, and finalized.
The Closing of this contract occurs when the Buyer makes payment in full to Seller and Seller, in
exchange, hands over physical possession of the business and assets with a Bill of Sale to the
Buyer.

“transfer” - The handing over of a specified article/item/document from 1 entity or person to

another.

“unrestricted right” - there is nothing restricting or hampering the right to sell or buy in this
agreement.

“encumbrances” - an impediment, or burden.

“consummation” - the completion or finalization of something.

EXHIBIT B - ASSETS

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