Assets of Clothing Retail Company

Sale of assets of Charlotte Russe Holding, Inc., et al., including all of Sellers’ right, title and interest in, to and under ny and all of following assets (such assets, properties, rights and claims to be acquired hereunder, collectively, the “Purchased Assets”):

• The Purchased Intellectual Property with the intent of the parties being that\ Purchased Intellectual Property created, established or registered in the United States will be conveyed and assigned to CR 2019 and Purchased Intellectual Property created, established or registered in Canada or any country or state outside of the United States will be conveyed and assigned to YM; provided that Sellers can continue to use all such Purchased Intellectual Property throughout the period of the Store Closing Sales pursuant to Section 8.9(b);
• All rights, title and interest of Sellers under each Real Property Lease which is a Purchaser Assumed Contract, together with all improvements, fixtures and other appurtenances thereto and rights in respect thereof; provided that Sellers can continue to occupy each Store subject to such a Real Property Leases throughout the period of the Store Closing Sales occurring at such Store pursuant to Section 8.9(b);
• To the extent transferrable after giving effect to the Sale Order, all of the rights and benefits accruing under any of the Purchaser Assumed Contracts, including each Real Property Lease or Intellectual Property License that is a Purchaser Assumed Contract;
• All equipment, computers, hardware, electronics, file servers, scanners, printers, networks, copiers, cash registers, furniture, furnishings, trade fixtures, racking, interior and exterior store signage, telephone lines, telecopy machines, telecommunication equipment, spare parts, shipping materials, office supplies, Store supplies, packaging materials, shopping bags, hangers, raw materials and other personal property (the “Tangible Personal Property”) located at the premises of each Real Property Lease which is a Purchaser Assumed Contract (the “Purchased Furniture, Fixtures and Equipment”); provided that Sellers can continue to use all such Tangible Personal Property throughout the period of the Store Closing Sales;
• Other than assets constituting Excluded Assets, all tangible personal property containing the “Charlotte Russe” or other names or marks included in Purchased Intellectual Property;
• All Documents that are used in, held for use in or intended to be used in, or that arise primarily out of, the Purchased Assets, including Documents relating to marketing, advertising, promotional materials, Purchased Intellectual Property, and all files, customer files and documents, supplier lists, records, literature and correspondence, whether or not physically located on any of the premises referred to in clause 0 above, but excluding (i) personnel files for employees or independent contractors of the Sellers, (ii) such files as may not be transferred under Applicable Law regarding privacy, (iii) Documents which any Seller is not permitted to transfer pursuant to any contractual confidentiality obligation owed to any third party and (iv) Documents relating to an Excluded Asset or Excluded Liability; provided that Sellers can continue to use all such Purchased Intellectual Property throughout the period of the Store Closing Sales pursuant to Section 8.9(b);
• Any rights, demands, claims, causes of action, rights of recovery, credits, allowances, rebates, or rights of setoff or subrogation arising out of or relating to any of the Purchased Assets;
• Any claim, right or interest of any Seller in or to any refund, rebate, abatement or other recovery for any Transfer Taxes, together with any interest due thereon or penalty rebate arising therefrom;
• To the extent transferrable after giving effect to the Sale Order, all rights of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation agreements with employees and agents of Seller or with third parties to the extent relating to the Business or the Purchased Assets (or any portion thereof); and
• All goodwill and other intangible assets associated with the Business, including customer and supplier lists and the goodwill associated with the Purchased Intellectual Property provided that Sellers can continue to use all such Purchased Intellectual Property throughout the period of the Store Closing Sales pursuant to Section 8.9(b).