Assets of Barbershops Business

Sale of substantially all of acquired assets of the Rudy’s Barbershop Holdings, LLC, Rudy’s Barber Shop, LLC, Rudy’s Portland, LLC, Rudy’s Southeast, LLC, Rudy’s Hollywood, LLC, and Rudy’s New York, LLC (collectively, the “Sellers”). The sale assets including all of Sellers’ right, title and interest, free and clear of all Liens (other than Permitted Liens), in and to all of the properties, rights, interests and other tangible and intangible assets of Sellers for use in or relating to the Business, described as below:

• To the extent transferable, all Intellectual Property related to the Business, including, but not limited to, all intellectual property rights arising from or relating to: all algorithms, APIs, designs, net lists, data, databases, data collections, diagrams, inventions (whether or not patentable), know how, methods, processes, proprietary information, protocols, schematics, specifications, tools, systems, servers, hardware, computers, point of sale equipment, inventory management equipment, software, software code (in any form, including source code and executable or object code), subroutines, techniques, user interfaces, URLs, web sites, works of authorship and other similar materials, including all documentation related to any of the foregoing, including instruction manuals, laboratory notebooks, prototypes, samples, studies and summaries, whether or not embodied in any tangible form and whether or not specifically listed herein, and all related technology, that are used in, incorporated in, embodied in, displayed by or relate to, or are used in connection with the foregoing;
• All tangible assets owned or leased by Sellers related to the Business or Barbershops, including all fixtures, trade fixtures, chairs, supplies, shelving, refrigeration equipment, computers and computer systems located at the Barbershops, any corporate offices or any other real property;
• All rights under the Assumed Leases and Designated Contracts;
• The Inventory, whether in the Barbershops, any warehouse(s) or in transit to the Barbershops;
• All customer and end-user data and information, including information related to customer purchases or services provided to customers at the Barbershops, in each case, to the extent permitted to be assigned, used, or provided by Sellers under applicable Laws;
• All in-process customer orders;
• All trade receivables, whether current or non-current, and all other accounts receivable, including payment processor receivables, for sales made at the Barbershops prior to the Closing;
• Any Permit, to the extent transferable;
• Any and all books, records and other data relating to the Business and the Barbershops, including customer lists and customer and end-user information and data, supplier lists, mailing lists, accounting records, documentation or records, catalogs and printed materials relating thereto to the extent available;
• All prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes), other than Prepaid Insurance;
• Any promotional materials, displays, media content and other property or equipment used in or related to the existing Business;
• The Barbershop Cash Amount;
• To the extent transferable, all Intellectual Property Licenses, including the licenses set forth on Schedule A;
• Financial, marketing and business data, pricing and cost information, business and marketing plans and other information, files, correspondence, records, data, plans, reports and recorded knowledge, historical trademark files, prosecution files of Sellers in whatever media retained or stored, including computer programs and disks, including files in the possession of Sellers;
• All goodwill associated with the Business or the Acquired Assets;
• All right of publicity and all similar rights, including all commercial merchandising rights;
• Product designs, product names, trade names, design rights, tech packs, artwork, archival materials and advertising materials, copy, commercials, images and artwork;
• Royalty payments and licensing receivables generated by the Business and attributable to the period from and/or after the Closing;
• All Sellers’ telephone, fax numbers and email addresses;
• Any avoidance actions under chapter 5 of the Bankruptcy Code relating to any Designated Contract or trade vendor that any Buyer will conduct business with, following the Closing (the “Acquired Avoidance Actions”);
• All of Seller's rights under warranties, indemnities and all similar rights against third parties to the extent related to any Acquired Assets;
• All insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities; and
• Any insurance claims, and related proceeds, related to an Acquired Asset.