Assets of Tennessee Restaurants Business

Sale of assets of US Star 39, LLC, a Georgia limited liability company (the “Seller”) is engaged in the business of owning and operating six (6) franchised Newk’s Eatery restaurants in the State of Tennessee (such restaurants, the “Restaurants” and such business, the “Business”). The sale assets more described as below:

• All Furniture and Equipment;
• All Inventory that is located at (or in transit to) any of the Acquired Restaurants as of the Closing Date;
• All Intangible Property Assets, including, but not limited to, those identified on Schedule 1.1(c) hereto;
• All interests of Seller under the Restaurant Leases and the Other Contracts that are described on Schedule 1.1(d) hereto, (collectively, the “Purchased Contracts”), including, without limitation, credits, deposits and prepaid amounts of Seller with respect to the Purchased Contracts as of the Closing Date subject to the provisions of Section 2 hereof;
• To the extent transferable and assignable, all of Seller’s interest in those Business Permits to the extent transferable under the Legal Requirements,
• All books, records, files and papers of Seller relating to the Business or the Purchased Assets, copies of which may be retained by Seller, including equipment logs, operating guides and manuals, creative materials, advertising materials, promotional materials, studies, reports, correspondence, financial and accounting records, Tax records and other similar documents and records (all in the state in which such records and information currently exist) and all computers and other storage devices of the Seller, 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 attorneyclient or any other privilege; and (z) books, records, files or papers that are minute books or other general corporate records, provided that Seller 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 Seller 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 Seller with respect to the Acquired Restaurants or to the extent affecting any Purchased Assets or Purchased Contracts, other than any warranties, representations and guarantees pertaining to any Excluded Asset;
• All rights, to the extent assignable, under any agreements in favor of the Seller or for the benefit of the Seller 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, in each case to the extent such agreement constitutes a Purchased Contract;
• All Intellectual Property Assets, if any, owned by Seller relating primarily to the Purchased Assets, including any Intellectual Property Assets set forth on Schedule 1.1(i) (the “Purchased Intellectual Property”); and
• Subject to the provisions of Section 2.6 below, all Claims for deposits and other prepaid amounts under any of the Purchased Contracts or held by any Utilities or trade vendors relating to any of the Acquired Restaurants; provided, however, any adequate assurance deposits paid to the provider of any Utilities or held by Seller shall be Excluded Assets for purposes of this Agreement.