Assets of California Restaurant Business

Sale of assets of Mesko Restaurant Group II, Inc., a California corp includes:

1. the real property leases identified on Exhibit B hereto (the “Leases”);
2. all furniture, fixtures and equipment, computer systems (including hardware and servers), printers, small wares, leasehold improvements, vehicles, laptops, cell phones, telephone numbers and office supplies, including those used in the support and administration of operations of the Restaurants (except those identified as Excluded Property) (the “FF&E”);
3. all food, beverage, operating supplies, paper goods, uniforms and other similar inventory items used or held for use in connection with the Restaurants on hand as of the Closing (the “Inventory”);
4. all permits, licenses, authorizations, registrations, consents and approvals, including the Liquor Licenses, relating to the Restaurants and/or Business (collectively, the “Permits”), whether governmental or otherwise, to the extent they are assignable or transferable in connection with the Transaction;
5. all prepaid expenses, credits, advance payments, claims, security refunds, rights of recovery, rights of set-off, rights of recoupment, deposits (including deposits made pursuant to the Leases), charges, rebates, sums and fees, to the extent related to the Transferred Assets;
6. all accounts receivable of Sellers, other than accounts receivable arising from intercompany transactions amongst the Sellers;
7. all benefits of Sellers from Sellers’ insurance policies, including rights to assert claims and to proceeds, to the extent the foregoing relate to the Transferred Assets;
8. the contracts, personal property leases, warranties, intellectual property and software licenses, distribution agreements, purchase orders, sale agreements, other contracts with suppliers or service providers, and the other agreements used in connection with the Business to the extent Buyer provides notice to Sellers of its election to assume such contracts as set forth in Section 6.3 (the “Assigned Contracts”);
9. all books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, employee records to the extent permitted by Applicable Law, price lists, supplier lists, quality control records and procedures, records and data, sales material and records, internal financial statements, marketing and promotional surveys, and all other material books and records of each Seller relating to the Restaurants and/or Business, in the form(s) maintained in the ordinary course of business; provided, however, that the foregoing shall not include any corporate minute books, stock books or similar corporate records of any Seller, nor, with respect to personnel records, any gratuitous, subjective or other information which Sellers, in their discretion, determine that they should not or may not disclose to Buyer under applicable law; and
10. all right, title, claim and interest of Sellers in and to any trademark, logo, service mark, trade name, copyright, trade dress, recipe, process, know-how, phone number for the Restaurants, proprietary software, internet domain names, email accounts, web addresses, web pages, websites and related content, accounts with Twitter, Facebook and other social media companies and the content found thereon and related thereto, URLs held, owned or licensed by Sellers and used or held for use in the Business (except those related to Excluded Property), whether registered or unregistered, and any applications therefor (the “Intangibles”).