Assets of Retail Grocery Business

Sale of the assets of the Grocery Business and certain related assets, as well as assignment of the Management Contract (the “Assets”) of Holiday Ham Holdings, LLC (“Seller”). The sale assets are described as follows:

• All rights and obligations of seller with manufacturers for production of pimento cheese products (“Pimento Products”) identified by Lift to be assumed, which shall be assumed and assigned to Lift pursuant to Section 365 of the Bankruptcy Code (the “Production Agreements”);
• The recipes and non-exclusive rights to use the recipes for pimento cheese, chicken salad, tuna salad, egg and olive salad, black bean corn salad, cheese dip, salsa and salad dressings in the Grocery Business to be marketed under the Pimentos trademark (collectively, the “Recipes”);
• All rights and obligations of seller with Kroger or any existing purchaser arising under those executory contracts for the sale and purchase of the Pimento Products identified by Lift to be assumed, which shall be assumed and assigned to Lift pursuant to Section 365 of the Bankruptcy Code (the “Sale Contracts”);
• The Management Contract to be assumed, which shall be assumed and assigned to Lift pursuant to Section 265 of the Bankruptcy Code (collectively with the Production Agreements and the Sale Contracts, the “Assigned Contracts”);
• Inventory of Pimento Products existing as of the date of the closing of purchase (the “Inventory”); and
• Rights to intellectual property used at or in connection with the operation of the Grocery Business including the registered trademarks for “Pimentos” filed as Serial Number 87084773, Registration Number 5243163 and Serial Number 87975295l Registration Number 5296560. Upon transfer of the registered trademarks for “Pimentos” Lift agrees to the granting of a perpetual license for the use of the tradename, Pimentos, in Restaurant Operations only to the potential acquirers of the Restaurant Operations.