Assets of Restaurant Business

Sale of assets of GC London KY Inc. which includes:

1. all of the equipment, furniture, tools, signage, fixtures, furnishings, computers, computer hardware and computer software owned outright by the seller and utilized with respect to the Golden Corral restaurant business (the “Fixed Assets”), but specifically excluding the following assets listed in seller’s Schedule B – Personal Property filed with the Bankruptcy Court, as may have subsequently been amended:
   i. Property listed under Category 2 (“Checking, savings or other financial accounts … .”
   ii. Property listed under Category 21 (“Other contingent and unliquidated claims of every nature … .”)
   iii. Cash on hand, and accounts receivable.
2. b. all existing inventory of food and beverages as of the Closing Date of the proposed sales, at each restaurant location (the “Consumable Inventory”);
3. all assignable rights and privileges of the seller under any and all Assumed Liabilities (as defined in the APAs), including but not limited to all of seller’s rights and privileges with respect to the Franchise Agreement and any lease of non-residential real property, unless otherwise agreed to;
4. the seller’s return privileges concerning the Consumable Inventory and any and all other assignable rights arising out of or under any express or implied warranties from suppliers with respect to the Assets;
5. the seller’s assignable rights to the telephone numbers and all advertising used in the operation of the Golden Corral business locations;
6. all of the seller’s lists, service records, supplier and manufacturer lists, and sales literature, all specifically related to the Golden Corral businesses, and which may be disclosed in accordance with applicable law (the “Records”); and
7. the seller’s Golden Corral businesses as a going concern and all of the seller’s intangible property rights and goodwill associated with the Golden Corral business, including any and all transferable rights of the seller in any internet domain names, and any assignable rights relating to or arising out of or under any express or implied warranties from suppliers with respect to the assets and properties being transferred to the Purchaser, and all other assets, rights, and properties related to the Golden Corral businesses, except as may be specifically excepted in the APAs.