Assets of Sandwich Shops Business

Sale of substantially all of assets of the Colorado Wich LLC, (Seller) is a franchisee under franchise agreements with Which Wich for Seven Sandwich franchises (Store Numbers Store Numbers 201, 350, 79,150, 32, 140, 118 (the "Subject Seven Franchise Stores"). The sale assets described as below:

• The franchise agreements between Seller and Which Wich for the Subject Seven Franchise Stores, as and made a part hereof, without any transfer fees; and subject to Which Wich approval of PT as new Franchisee;
• All of Seller's interest in equipment, machinery, tools, maintenance supplies, office equipment, leasehold improvements, furniture, fixtures, inventories and supplies and other similar items of tangible personal property (together the "Personal Property1') used or held for use by Seller in the Subject Seven Franchise Stores s which is more particularly listed and described in Schedule 1(b)(ii) attached hereto and made a part hereof;
• All of Seller's interest in any membership agreements, prepaid services packages and other agreements or arrangements Seller has made with Clients of the Subject Seven Franchise Stores s, together with any deposits or prepayments made by any clients covered by such agreements or arrangements to the extent related to services to be performed after Closing;
• The trademarks, trade names, copyrights and all other intellectual property rights of Seller associated with the Subject Seven Franchise Stores s and all of Seller's goodwill attributable to the Subject Seven Franchise Stores;
• Seller agrees that all mail relating to the Business shall be routed to Buyer, and Buyer agrees to promptly forward to Seller;
• Seller any mail personalized to Seller.;
• All telephone numbers and domain names associated with the Subject Seven Franchise Stores;
• Copies of all all documents and records in the possession of Seller pertaining to clients, employees and licensing whether city, state or government of the Subject Seven Franchise Stores;
• All rights of Seller in and under any and all management services agreements pertaining to the Continuing Franchise;
• To the extent transferable, all licenses, government approvals and permits and all other approvals and permits relating to the Subject Seven Franchise Stores;
• All of Seller's interest as tenant (including leasehold improvements) under its leases for the premises occupied by the Continuing Franchise, copies of which are attached hereto as Exhibit 1 and made a part hereof;
• All perishable food and food inventory on location at the time of closing;

Assets for sale is more particularly described from Page No. 38-40 on the attached PDF.