Assets of Restaurant Businesses

Sale of substantially all of assets of Matchbox Food Group, LLC, Matchbox Rockville, LLC, Matchbox Capitol Hill, LLC, Gene Pool, LLC, First MB Star, LLC, Caribou Hunter, LLC, Buttermilk, LLC, Blue Eagle, LLC, Matchbox 14th Street, LLC and Hammer and a Cocktail, LLC (collectively the “Sellers”), which includes:

• All ownership interests in, and the assets of, any MFG restaurant locations or subsidiaries of MFG other than the MFG Conveying Restaurants (the “Non-Conveying Subsidiaries”) shall be expressly excluded from the Assets, being: MATCHBOX, LLC, which previously operated at 713 H Street NW, Washington, DC 20001; MATCHBOX 14TH ST LLC, operating at 1901 14th Street NW, Washington, DC 20009; HAMMER AND A COCKTAIL, LLC, operating at 2706 Potomac Mills Circle, Woodbridge, VA 22192; FIRST MB STAR, LLC, operating at 7859 Walnut Hill Ln #140, Dallas, TX 75230, and DDB, LLC, which previously operated at 11720 W. Broad Street, Richmond, VA 23233;
• It is expressly understood and agreed that (A) the Assets include (i) all of the assets used or held for use by the MFG Conveying Restaurants in the operation of the relevant restaurant locations including, without limitation, the assets described in Exhibit A from Page No. 50-51 on the attached PDF and all real property leases for each of the MFG Conveying Restaurants, (ii) all of MFG’s equity and other interests in TMV and each subsidiary and restaurant location operated by TMV (including, without limitation, TH Matchbox Franchising, LLC), and (iii) all intellectual property and all intellectual property rights related to the “Matchbox” brand and concept.