Assets of Bakery Business

Sale of assets of Flour City Bagels, LLC, which includes:

1. all machinery, equipment, fixtures, computer equipment, furniture, and other personal property owned by the Seller and previously or currently used or held for use in the operation of the Business (the “Equipment”), including all Equipment at the locations listed on Schedule 6(A) hereto (the “Acquired Locations”);
2. all of the Seller’s owned inventory of supplies, parts and accessories of every kind, nature, and description owned by the Seller on the Effective Date and previously or currently used or held for use in the operation of the Business (the “Inventory”), subject to consumption and replenishment by the Seller in the ordinary course of business;
3. all accounts receivable and other obligations owed to the Seller, including, without limitation, any amounts due but not yet paid to the Seller from insurance proceeds for damage to the Purchased Assets, deposits of any type, including security deposits and utilitydeposits at the Acquired Locations (but not including the deposits or credit card receivables set forth in section B below, which will become an asset of the FCB Liquidating Trust);
4. the Assumed Contracts, as defined in Article VI below;
5. the telephone number(s), website(s), and email address(es) used in the operation of the Business;
6. all permits, licenses, approvals, notices, registrations and authorizations issued by any governmental authority necessary to operate the Business (and pending applications for the foregoing) (collectively, “Permits”), excluding only those Permits to the extent not legallytransferable;
7. all books and records relating to the operation of the Business, including nonproprietary marketing materials, customer lists, and vendor lists (but excluding employee, union, health, welfare, pension, retiree, or personnel records) (the “Business Records”);
8. any and all of the Seller’s intellectual property, licensed intellectual property, trade names and other agreements related therein (excluding, for avoidance of doubt, any intellectual property of Bruegger’s);
9. all of the goodwill of the Business; and
10. cash in an amount equal to $1,000 for each of the Bakeries at the Acquired Locations.