Assets of Restaurants Business

Sale of substantially all of assets of the Star Chain, Inc., US Star 1, LLC, US Star 5, LLC, US Star 11, LLC, US Star 12, LLC, US Star 16, LLC, US Star 17, LLC, US Star 19, LLC, US Star 20, LLC, US Star 21, LLC, US Star 27, LLC, US Star 31, LLC, US Star 33, LLC, US Star 36, LLC (collectively, the “Sellers”). The sale assets including all right, title and interest of Sellers in and to the following assets, properties and rights relating to the Business (the “Purchased Assets”):

• All rights of Sellers under the Franchise Agreements;
• All rights of Sellers under the Assigned Leases;
• All tangible personal property, including all machinery, signs, equipment (including all transportation and office equipment), vehicles, computers, personal digital assistants, computer equipment, POS equipment, hardware, peripherals, information technology infrastructure, telephone numbers, telephone systems, furniture, office supplies, production supplies, other miscellaneous supplies, and other tangible personal property of any kind owned by Sellers, wherever located, including all such items which are located on the Acquired Premises. Without limitation, the foregoing shall include telephone and communication systems, machinery, tools, replacement and spare parts and other physical or restaurant equipment located at each Restaurant, and all uniforms, menus, dishes, glassware, utensils and other small wares, and all transferable third party warranties and guarantees and other similar contractual rights as to third parties held by or in favor of any Seller with respect to such equipment (to the extent such equipment constitutes a Purchased Asset);
• To the extent transferable pursuant to Section 2.5 as of the Closing Date, all Permits from all permitting, licensing, accrediting and certifying agencies, and the rights to all data and records held by such permitting, licensing and certifying agencies, in each case, of Sellers;
• All goodwill as a going concern and all other intangible property of Sellers;
• All claims (and the proceeds of such claims) arising on or before the Closing relating to the Business including claims under Sellers’ insurance policies;
• All other assets, properties and rights of the Sellers other than the Excluded Assets; and
• All Accounts Receivable;
• All restaurant Petty Cash in an amount not in excess of $500.00 per purchased location;
• All books, records, files and papers of Sellers relating to the Business or the Purchased Assets, copies of which may be retained by Sellers, including equipment logs, operating guides and manuals, creative materials, advertising materials, promotional materials, studies, reports, correspondence (all in the state in which such records and information currently exist) and all computers and other storage devices of the Sellers, wherever located, upon which such information resides (collectively, “Documents”) provided, however, for the avoidance of all doubt, the following items shall not be deemed “Documents,” but rather as Excluded Assets for all purposes hereof: (x) any such records that are prohibited for being transferred to Purchaser due to federal or state privacy laws or other Legal Requirements; (y) any other of the foregoing which are subject to attorney-client or any other privilege; and (z) books, records, files or papers that are accounting-related, Tax-related, minute books or other general corporate records, provided that Sellers shall, upon Purchaser’s reasonable request therefor, provide copies of the items described in this clause (z) to Purchaser to the extent permitted by applicable Legal Requirements);
• To the extent transferable, all rights of Sellers under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors to the extent relating to products sold or services provided to any of Sellers with respect to the acquired restaurants or to the extent affecting any Purchased Assets other than any warranties, representations and guarantees pertaining to any Excluded Asset;
• All rights, to the extent assignable, under any agreements in favor of any of Sellers or for the benefit of any of Sellers with current or former employees, contractors or third parties, with respect to confidentiality, non-disclosure, non-competition, non-solicitation, or other restrictive covenants, regardless of whether any such Person accepts an offer of employment from Purchaser, continues to perform services for Purchaser, or submits a bid for all or any portion of the Purchased Assets;
• All deposits (including security deposits for any Assumed Lease), refunds, rebates and other prepaid amounts, including funds held by any Utilities or trade vendors relating to any of the Purchased Assets; provided, however, any adequate assurance deposits paid post-petition to the provider of any Utilities or held by Sellers shall be Excluded Assets for purposes of this Agreement;
• All (x) other rights, demands, claims, credits, allowances, rebates or other refunds (including any vendor or supplier rebates and deposits (including customer deposits and security deposits (whether maintained in escrow or otherwise) for rent, electricity, telephone or otherwise) and (y) rights in respect of promotional allowances or rights of setoff and rights of recoupment of every kind and nature (whether or not known or unknown or contingent or non contingent); and
• The right to receive and retain mail relating to, Accounts Receivable payments and the right to bill and receive payment for services performed but unbilled or unpaid as of the Closing;
• The amount of, and all rights to any, insurance proceeds received by any of the Sellers after the date hereof in respect of (i) the loss, destruction or condemnation of any Purchased Assets occurring prior to, on or after the Closing or (ii) any Assumed Liabilities;
• The prorated amount of an tax credits, rebates, abatements, or credits that Seller may receive for 2020 relative to the Purchased Assets;
• Except for the Excluded Claims, all causes of action, lawsuits, judgments, claims, refunds, rights of recovery, rights of set-off, counterclaims, defenses, demands, warranty claims, rights to indemnification, contribution, advancement of expenses or reimbursement, or similar rights of any Seller (at any time or in any manner arising or existing, whether choate or inchoate, known or unknown, now existing or hereafter acquired, contingent or noncontingent); and
• All Inventory of the Sellers.