Assets of Pizza Restaurants Business

Sale of substantially all of assets of the Legacy Pizza, LLC and Legacy Pizza Alabama, LLC, including the following:

• The franchise agreements between Seller and Franchisor for the Stores (the “Franchise Agreements”);
• 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 Property”) used or held for use by Seller in the Stores;
• The trademarks, trade names, copyrights and all other intellectual property rights of Seller associated with the Stores and all of Seller’s goodwill attributable to the Stores; provided, however, this does not include proprietary marks or goodwill associated with the same and owned by Franchisor;
• All telephone numbers associated with the Stores;
• Copies of all documents and records in the possession of Seller pertaining to the Stores;
• To the extent transferable, all licenses, government approvals and permits
• and all other approvals and permits relating to the Stores;
• All of Seller’s interest as tenant (including leasehold improvements) under its leases for the premises occupied by the Stores, which are listed on Schedule 1(a)(vii) (together, the “Leases”); and
• The agreements and contracts which Buyer has expressly agreed to assume and which are listed on Schedule 1(a)(viii) (together, the “Assumed Contracts”).