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<br /> <br /> <br />EXHIBIT C <br />BILL OF SALE <br />THIS BILL OF SALE is executed as of ________________, 2023, by and between <br />Super 5 Kitchen, Inc., a California corporation (“Seller”), and the City of San Leandro, a <br />California municipal corporation (“City”), with reference to the following facts: <br />A. Seller is the owner of the furniture, fixtures, equipment and other personal <br />property used in the Super 5 restaurant located at 555 Lewelling Boulevard, San Leandro, <br />California (the "Restaurant FF& E"). <br />B. Concurrently herewith, Seller is selling to City and City is purchasing from Seller <br />all of Seller's right, title, and interest in and to the Property pursuant to that certain Asset <br />Purchase and Sale Agreement and Assignment of Lease between Seller and City dated as of <br />September 5, 2023 (“Purchase Agreement”). <br />C. Seller desires to assign, transfer and convey to City all of Seller's interests in the <br />personal property listed in Exhibit 1 attached hereto ("Assigned Property"). <br />NOW, THEREFORE, in consideration of the foregoing and other good and valuable <br />consideration in hand paid by City to Seller, the receipt and sufficiency of which are hereby <br />acknowledged, Seller does hereby assign, transfer, and deliver and grant, sell and convey to City <br />all of the Assigned Property. <br />1. All of the Assigned Property is used and is conveyed and accepted “As Is” <br />without any warranties or representations of whatsoever kind or nature, including, without <br />limitation, as to merchantability or fitness for a particular purpose, whether express or implied, <br />whether written or oral, concerning any and all defects of a physical nature, whether in material <br />or workmanship and whether or not such defect would be visible or apparent upon City’s full <br />inspection and examination of the Assigned Property. <br />2. This Bill of Sale shall be governed by the laws of the State of California. <br />3. This Bill of Sale shall be effective as of the Closing for Seller’s conveyance of the <br />Restaurant FF&E to City. <br />4. This Bill of Sale may be executed in one (1) or more counterparts, each of which <br />shall be deemed an original, but all of which when taken together shall constitute one (1) <br />agreement. DRAFT