EX-99.2 7 btbd_ex992.htm ASSIGNMENT AND ASSUMPTION AGREEMENT

EXHIBIT 99.2

ASSIGNMENT AND ASSUMPTION OF LEASE

This ASSIGNMENT AND ASSUMPTION OF LEASE (the “Assignment”) dated May 13, 2024, 2024 (the “Effective Date”), by and between LC Food Concepts, LLC, a Florida limited liability company (“Assignor”), and 1519BT, LLC, an Indiana limited liability company (“Assignee”).

RECITALS

WHEREAS, Assignee operates a restaurant known as Schnitzel Haus (the “Business”) located at Seabranch Square, 5687 SE Crooked Oak Avenue, Hobe Sound, Florida 33455 (the “Premises”)

WHEREAS, Assignee and Assignor are parties to a Business Asset Purchase Agreement dated the date hereof pursuant to which Assignee is purchasing the assets comprising the Business (the “Purchase Agreement”); and

WHEREAS, as a condition to proceeding with the Purchase Agreement, Assignee requires that Assignor assign to Assignee the lease governing the Premises between Seabranch Jill TIC, LLC and Seabranch Jan TIC, LLC, as landlords and lessors (the “Landlords”), and Assignor, as lessee, as amended (the “Lease”), effective as of the closing date of the Purchase Agreement (the “Closing Date”).

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound hereby, the parties hereto agree as follows:

1. Assignment. Effective as of the Closing Date, Assignor assigns, conveys, transfers, and sets over to Assignee, its successors and assigns, all of Assignor's right, title, and interest in, to, and under the Lease, together with all options, rights, contracts, licenses, permits, deposits, and profits appurtenant to or related to the Lease.

2. Assumption. Assignee hereby accepts the foregoing assignment and assumes all of the obligations of Assignor as tenant under the Lease accruing from and after the Effective Date and agrees, for the benefit of Assignor, its successors and assigns, and for the benefit of Landlord, its successors and assigns, to pay, perform, discharge when due, and otherwise satisfy in due course all of such obligations and liabilities of the tenant under and in accordance with the provisions of the Lease.

3. Further Assurances. Assignor and Assignee shall, at any time and from time to time, upon the reasonable request of the other, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be necessary or desirable to give effect to the transactions hereby consummated and to collect and reduce to the possession of Assignee any and all of the interests and assets hereby transferred to Assignee.

4. Counterparts. This Assignment may be executed in counterparts with the same effect as if all parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single Assignment and Assumption of Lease.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Assignor and Assignee have duly executed this Assignment and Assumption of Lease effective as of the date first above written.

| ASSIGNOR: LC Food Concepts, LLC, a Florida limited liability company |
| By: | /s/ Ardith Dumbrose |
| Name: | Ardith Dumbrose |
| Title: | Duly Authorized |
| ASSIGNEE: 1519BT, LLC, an Indiana limited liability company |
| By: | /s/ Kenneth Brimmer |
| Name: | Kenneth Brimmer |
| Title: | Chief Financial Officer |