Common use of Acquired Assets Clause in Contracts

Acquired Assets. Subject to and upon the terms and conditions set forth in this Agreement, Sellers will sell, transfer, convey, assign and deliver to Buyer, and Buyer will purchase and acquire from Sellers at each respective Closing (as defined herein) using a new company subsidiary, all right, title and interest of Sellers on April 20, 2024 (including, without limitation, all cash generated on and after April 20, 2024, which shall be set aside to be delivered to Buyer at each Closing) in and to all or substantially all of the assets of the Restaurant Entities being sold pursuant to each such Closing which are used or useful in the Business of Sellers listed on Schedule 1.1 hereto (the “Acquired Assets”). The Acquired Assets shall also mean all right, title and interest in and to all of the assets of the Restaurant Entities of every kind, character and description, other than the Excluded Assets, which are related to or used in connection with the conduct and operation of the Business, whether personal or real, tangible or intangible and wherever located, whether or not reflected on the Restaurant Entities’ financial statements, as such assets may exist on each Closing Date, including, but not limited to, all of its: (a) inventory and all furniture, furnishings, signage, fixtures, machinery, trade fixtures, inc1uding, but not limited to, leasehold improvements, security systems, kitchen and other equipment including, but not limited to, pots, pans, glassware, dishes, silverware and small wares, computer equipment, alarm systems, cameras and recording devices, protective cages, electrical installations, safes and all other tangible assets relating to the Business of the Restaurant Entities of every kind and nature; (b) goodwill associated with the Business, all value of the Business as a going concern, and all records related to the Business including, without limitation, customer records, customer information, customers cards, operations manuals, advertising matter, correspondence, mailing lists, credit records, purchasing materials and records, personnel records, blueprints, data bases, distributors, supplier information and records and all other data and know-how related to the Business, in any form or medium wherever located; (c) proprietary items including, but not limited to, menus, promotional items and literature, the use of the M▇. ▇▇▇▇▇’▇ name, face and likeness as it relates to the Restaurant Entities, the history of the Restaurant Entities, memorabilia, photographs and decor; (d) telephone and fax numbers, trade names, trademarks and trademark applications, service marks and service mark applications, patents and patent applications, designs, inventions, copyrights, assumed names, fictitious names, slogans, domain names, web addresses, web sites, all software and software licenses and all rights in all data processing systems and networks, and all operations manuals, computer hardware, data bases, related documentation and proprietary rights, trade secrets, recipes and know-how of any kind (collectively, “Intellectual Property”); (e) credits, prepaid expenses, advance payments, security deposits and prepaid items; (f) contracts, agreements, commitments, and personal property leases of the Restaurant Entities relating to the Business that are described in detail on Schedule 1.1 which Buyer affirmatively elects in writing to assume (the “Purchased Commitments”); (g) to the extent assignable, licenses and permits relating to the Business or the Acquired Assets; (h) privileges and advantages of every nature, kind and description, being personal or real, tangible or intangible, located at the Restaurant Entities or in any way used in connection with the Restaurants or possessed or owned by any Restaurant Entities or in which any Restaurant Entities has any interest whatsoever, including, without limitation, all of the licenses, permits, easements, regulatory rights, access rights, air rights, roof rights, antenna rights, developer and use rights, and wallscape and signage rights, leases, subleases and rights thereunder; and (j) contractors’ and manufacturers’ guarantees, warranties, indemnities or similar rights in favor of the Restaurant Entities with respect to any of Acquired Assets. All of the Acquired Assets are being sold, assigned, transferred, conveyed and delivered to Buyer hereunder free and clear of any mortgage, pledge, lien, claim, security interest, assessment, conditional sale agreement, burden, restriction, prior assignment, charge or encumbrance of any kind or nature whatsoever, including, without limitation, any Uniform Commercial Code lien or tax lien (“Liens”). The Acquired Assets shall be conveyed free and clear of all liabilities, obligations, liens and encumbrances excepting only those liabilities and obligations which are expressly agreed to be assumed by Buyer hereunder.

Acquired Assets. Subject to and upon On the terms and subject to the conditions set forth in this AgreementAgreement and pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, at the Closing, each of the Sellers will hereby agrees, to sell, assign, transfer, convey, assign and deliver to Buyerdeliver, and Buyer will purchase and acquire from Sellers at each respective Closing (as defined herein) using a new company subsidiary, all right, title and interest of Sellers on April 20, 2024 (including, without limitation, all cash generated on and after April 20, 2024, which shall be set aside or cause to be delivered to Buyer at each Closing) in and to all or substantially all of the assets of the Restaurant Entities being sold pursuant to each such Closing which are used or useful in the Business of Sellers listed on Schedule 1.1 hereto (the “Acquired Assets”). The Acquired Assets shall also mean all right, title and interest in and to all of the assets of the Restaurant Entities of every kind, character and description, other than the Excluded Assets, which are related to or used in connection with the conduct and operation of the Business, whether personal or real, tangible or intangible and wherever located, whether or not reflected on the Restaurant Entities’ financial statements, as such assets may exist on each Closing Date, including, but not limited to, all of its: (a) inventory and all furniture, furnishings, signage, fixtures, machinery, trade fixtures, inc1uding, but not limited to, leasehold improvements, security systems, kitchen and other equipment including, but not limited to, pots, pans, glassware, dishes, silverware and small wares, computer equipment, alarm systems, cameras and recording devices, protective cages, electrical installations, safes and all other tangible assets relating to the Business of the Restaurant Entities of every kind and nature; (b) goodwill associated with the Business, all value of the Business as a going concern, and all records related to the Business including, without limitation, customer records, customer information, customers cards, operations manuals, advertising matter, correspondence, mailing lists, credit records, purchasing materials and records, personnel records, blueprints, data bases, distributors, supplier information and records and all other data and know-how related to the Business, in any form or medium wherever located; (c) proprietary items including, but not limited to, menus, promotional items and literature, the use of the M▇. ▇▇▇▇▇’▇ name, face and likeness as it relates to the Restaurant Entities, the history of the Restaurant Entities, memorabilia, photographs and decor; (d) telephone and fax numbers, trade names, trademarks and trademark applications, service marks and service mark applications, patents and patent applications, designs, inventions, copyrights, assumed names, fictitious names, slogans, domain names, web addresses, web sites, all software and software licenses and all rights in all data processing systems and networks, and all operations manuals, computer hardware, data bases, related documentation and proprietary rights, trade secrets, recipes and know-how of any kind (collectively, “Intellectual Property”); (e) credits, prepaid expenses, advance payments, security deposits and prepaid items; (f) contracts, agreements, commitments, and personal property leases of the Restaurant Entities relating to the Business that are described in detail on Schedule 1.1 which Buyer affirmatively elects in writing to assume (the “Purchased Commitments”); (g) to the extent assignable, licenses and permits relating to the Business or the Acquired Assets; (h) privileges and advantages of every nature, kind and description, being personal or real, tangible or intangible, located at the Restaurant Entities or in any way used in connection with the Restaurants or possessed or owned by any Restaurant Entities or in which any Restaurant Entities has any interest whatsoever, including, without limitation, all of the licenses, permits, easements, regulatory rights, access rights, air rights, roof rights, antenna rights, developer and use rights, and wallscape and signage rights, leases, subleases and rights thereunder; and (j) contractors’ and manufacturers’ guarantees, warranties, indemnities or similar rights in favor of the Restaurant Entities with respect to any of Acquired Assets. All of the Acquired Assets are being sold, assigned, transferred, conveyed and delivered to Buyer hereunder the Purchaser (or one or more of its permitted designees), free and clear of any mortgageall Liens except Permitted Liens, pledgeand the Purchaser (or one or more of its permitted designees) shall purchase and accept from each of the Sellers: (a) all right, lientitle and interest of the Sellers in and to the Interests. Notwithstanding anything contained in this Agreement to the contrary, claimequity interests in the Excluded Subs shall not be included in the Interests; (b) all respective rights, security interesttitle and interests of each of the Sellers in and to all rights, assessmentproperties and assets of the Sellers other than the Excluded Assets, conditional sale agreementincluding without limitation, burdenthose assets that are listed or described below, restrictionwhether tangible or intangible, prior assignmentas the same shall exist on the Closing Date, charge free and clear of all Liens except Permitted Liens (collectively, the “Acquired Assets”). Without limiting the foregoing, the Acquired Assets shall include all of Sellers’ right, title and interest in and to the following: (i) all cash, certificates of deposit, bank deposits, negotiable instruments, marketable securities and other cash equivalents, together with all accrued but unpaid interest thereon; (ii) all accounts receivable, whether reflected in the balance sheet or encumbrance of any kind or nature whatsoeverotherwise, including, without limitation, those accounts receivable identified on Schedule 1.1(b)(ii); (iii) all of the inventories, whether reflected in the balance sheet or otherwise, including, without limitation, those inventories identified on Schedule 1.1(b)(iii); (iv) all equipment, machinery, computers, furniture, furnishings, fixtures, tools, office supplies and all other tangible personal property owned by the Sellers, including, without limitation, those items identified on Schedule 1.1(b)(iv); (v) all Intellectual Property, whether registered or unregistered, and the applications and registrations therefore, all goodwill associated therewith, and all rights to pursue past, present and future enforcement or infringement thereof, including, without limitation, the Intellectual Property identified on Schedule 1.1(b)(v); (vi) all rights in computer software programs and information technology systems, including, without limitation, those identified on Schedule 1.1(b)(vi); (vii) [Reserved] (viii) [Reserved] (ix) the Assigned Contracts and all rights and incidents of interest to the Assigned Contracts pursuant to Section 1.2 hereof, which may include: (1) all Project Documents and other agreements, contracts or arrangements associated with the Projects to which any Uniform Commercial Seller is a party that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(1), including, without limitation: (A) all landfill gas rights agreements; (B) all site lease agreements; (C) all gas purchase agreements; (D) all power purchase agreements; (E) all operation and maintenance agreements; and (F) all agreements relating to the purchase and sale of renewable energy credits; (2) all other agreements, contracts or arrangements between any Seller and a customer (the “Customer Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(2); (3) all other agreements, contracts or arrangements between any Seller and a vendor or other third party providing goods or services (the “Supplier Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(3); (4) all Leases with respect to the Leased Real Property that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(4); (5) all leases related to tangible personal property, including, without limitation, equipment leases, including, without limitation, those that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(5); and (6) all other Contracts of the Sellers; (x) all permits, including, without limitation, the permits listed or described on Schedule 1.1(b)(x); (xi) all books and records that are used or have arisen from the Sellers’ conduct of the Business, including, without limitation, the Project Documents that are books and records; (xii) all payments, credits, claims for refunds, prepaid rent, deposits (including security deposits and utility deposits), advances, deferred charges and other prepaid expenses; (xiii) all bank accounts and lockbox arrangements, including, without limitation, those items listed or described on Schedule 1.1(b)(xiii); (xiv) all avoidance actions and similar rights and causes of action, including causes of action under Sections 544 through 553 of the Bankruptcy Code lien against the Purchaser or tax lien any of its Affiliates, directors, officers, representatives, employees or agents; (“Liens”xv) all Employee Benefit Plans of the Company listed or described on Schedule 1.1(b)(xv). The Acquired Assets shall be conveyed free and clear of all liabilities; (xvi) any intercompany payables, obligations, liens and encumbrances excepting only those liabilities and obligations (of any nature or kind, and whether based in common law or statute or arising under written contract or otherwise, known or unknown, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, real or potential) to any Seller, as to which any Acquired Company is an obligor or is otherwise responsible or liable; and (xvii) all other rights, properties or assets of the Sellers, including, without limitation, those that are expressly agreed to be assumed by Buyer hereunderlisted or described on Schedule 1.1(b)(xvii).

Acquired Assets. Subject to and upon the terms and conditions set forth in of this Agreement, Sellers will on the Closing Date (as such term is hereinafter defined), the Seller shall sell, transfer, convey, assign transfer and deliver to the Buyer, and the Buyer will shall purchase and acquire receive from Sellers at each respective Closing (as defined herein) using a new company subsidiarythe Seller, all right, title and interest of Sellers on April 20, 2024 (including, without limitation, all cash generated on and after April 20, 2024, which shall be set aside to be delivered to Buyer at each Closing) in and to all or substantially all of the assets of the Restaurant Entities being sold pursuant to each such Closing which are used or useful in the Business of Sellers listed on Schedule 1.1 hereto (the “Acquired Assets”). The Acquired Assets shall also mean all right, title and interest in and to all of the assets of the Restaurant Entities of every kind, character and description, other than the Excluded Assets, which are related to or used in connection with the conduct and operation of the Business, whether personal or real, tangible or intangible and wherever located, whether or not reflected on the Restaurant Entities’ financial statements, as such assets may exist on each Closing Date, including, but not limited to, all of its: the following: (a) inventory and all All items of tangible fixed assets, furniture, furnishings, signage, fixtures, machinery, trade fixturesequipment, inc1uding, but not limited to, leasehold improvements, security systems, kitchen and other equipment including, but not limited to, pots, pans, glassware, dishes, silverware and small warescomputers, computer equipment, alarm systems, cameras systems and recording devices, protective cages, electrical installations, safes vehicles of CCC and all other tangible assets relating to Connectsoft which are used in the Business operation of the Restaurant Entities Businesses, and which are set forth on Schedule 1.1 (a) hereto (collectively, the "Fixed Assets"), all of every kind and nature; which are presently held by CCC other than the CNOC, which is presently held by Connectsoft; (b) goodwill associated with the Business, all value All inventory and supplies of the Business as a going concern, and all records related to the Business including, without limitation, customer records, customer information, customers cards, operations manuals, advertising matter, correspondence, mailing lists, credit records, purchasing materials and records, personnel records, blueprints, data bases, distributors, supplier information and records and all other data and know-how related to the Business, in any form or medium wherever located; Seller; (c) proprietary items including, but not limited to, menus, promotional items and literature, the use of the M▇. ▇▇▇▇▇’▇ name, face and likeness as it relates to the Restaurant Entities, the history of the Restaurant Entities, memorabilia, photographs and decor; (d) telephone and fax numbers, All trade names, trademarks and trademark applicationstrademarks, service marks and service mark applications, patents and patent applications, designs, inventionspatents, copyrights, assumed namescustomer lists, fictitious names, slogans, domain names, web addresses, web sites, all software and software licenses and all rights in all data processing systems and networks, and all operations manuals, computer hardware, data bases, related documentation and proprietary rightssupplier lists, trade secrets, recipes computer software programs, engineering, technical information, and other such knowledge and information constituting the "know-how how" of any kind the Seller; (collectively, “Intellectual Property”); d) The goodwill of the Businesses and their value as going concerns; (e) credits, prepaid expenses, advance payments, security deposits and prepaid items; (f) contracts, agreements, commitments, and personal property leases of the Restaurant Entities relating to the Business that are described in detail on Schedule 1.1 which Buyer affirmatively elects in writing to assume (the “Purchased Commitments”); (g) to To the extent assignable, all licenses and permits relating to of the Business or Seller; (f) All books, records, printouts, drawings, data, files, notes, notebooks, accounts, invoices, correspondence and memoranda of the Acquired AssetsSeller; and (hg) privileges All other rights and advantages assets of every nature, kind and description, being personal or realany kind, tangible or intangible, located at of the Restaurant Entities Seller (including the Material Contracts listed on Schedule 5.8 hereto, which Buyer specifically assumes the obligations thereunder) whether or not reflected in any way used their internal financial statements or on their books and records. On the Closing Date, the Seller shall execute and deliver to the Buyer a ▇▇▇▇ of sale in connection with respect of the Restaurants or possessed or owned by any Restaurant Entities or in which any Restaurant Entities has any interest whatsoever, including, without limitationAssets, all in the form of the licenses, permits, easements, regulatory rights, access rights, air rights, roof rights, antenna rights, developer Exhibit A annexed hereto and use rights, and wallscape and signage rights, leases, subleases and rights thereunder; and (j) contractors’ and manufacturers’ guarantees, warranties, indemnities or similar rights in favor of the Restaurant Entities with respect to any of Acquired Assets. All of the Acquired Assets are being sold, assigned, transferred, conveyed and delivered to Buyer hereunder free and clear of any mortgage, pledge, lien, claim, security interest, assessment, conditional sale agreement, burden, restriction, prior assignment, charge or encumbrance of any kind or nature whatsoever, including, without limitation, any Uniform Commercial Code lien or tax lien (“Liens”). The Acquired Assets shall be conveyed free and clear of all liabilities, obligations, liens and encumbrances excepting only those liabilities and obligations which are expressly agreed to be assumed by Buyer hereundermade a part hereof.

Acquired Assets. Subject to and upon the terms and conditions set forth in of this Agreement, Sellers will on the Closing Date (as such term is hereinafter defined), the Seller shall sell, transfer, convey, assign transfer and deliver to the Buyer, and the Buyer will shall purchase and acquire receive from Sellers at each respective Closing (as defined herein) using a new company subsidiarythe Seller, all right, title and interest of Sellers on April 20, 2024 (including, without limitation, all cash generated on and after April 20, 2024, which shall be set aside to be delivered to Buyer at each Closing) in and to all or substantially all of the assets of assets, properties, improvements and business owned by the Restaurant Entities being sold pursuant Seller and exclusively utilized in and/or relating to each such Closing which are used or useful in the Business of Sellers listed on Schedule 1.1 hereto (the “Acquired Assets”). The Acquired Assets shall also mean all right, title and interest in and to all of the assets of the Restaurant Entities of every kind, character and description, other than the Excluded Assets, which as such term is hereinafter defined), as same are related to or used in connection with the conduct and operation of the Business, whether personal or real, tangible or intangible and wherever located, whether or not reflected constituted on the Restaurant Entities’ financial statementsClosing Date (collectively, as such assets may exist on the "Assets"), in each Closing Datecase free and clear of all liens, pledges, claims, security interests and encumbrances of every kind and nature, including, but not limited to, all of its: the following: (a) inventory and all All tangible fixed assets, furniture, furnishings, signage, fixtures, machinery, trade fixturesequipment, inc1udingtools, but not limited tocomputers, leasehold improvements, security computer systems, kitchen supplies and other equipment including, but not limited to, pots, pans, glassware, dishes, silverware and small wares, computer equipment, alarm systems, cameras and recording devices, protective cages, electrical installations, safes and all other tangible assets relating vehicles utilized in and/or related to the Business of the Restaurant Entities of every kind and nature; (b) goodwill associated with the Business, all value of such assets, furniture, fixtures, machinery, equipment, tools, computers, computer systems, supplies and vehicles being listed in Schedule 1.1 (a) annexed hereto (collectively, the Business as a going concern"Fixed Assets"); (b) All inventory (whether raw materials, work in process or finished goods) and supplies utilized in and/or relating to the Business; (c) Any and all prepaid expenses (including, without limitation, any equipment leases being assumed by the Buyer), down payments, customer deposits, and all records related notes and accounts receivable, contract rights and other rights to receive payment for products sold and/or services rendered (including, without limitation, any outstanding purchase and sale orders) of the Business; (d) The trade names, trademarks, service marks, patents (and applications thereof), copyrights, domain names and URLs, and artwork listed in Schedule 1.1 (d) annexed hereto; (e) All customer lists, supplier lists, price lists, sales data, quality control records, secrecy agreements, trade secrets, marketing and technical information, and other such knowledge and information constituting the "know-how" used or usable in the Business, and the goodwill of the Business; (f) All contract rights, commitments and claims of the Business including, without limitation, all manufacturing and distribution contracts, all customer recordscontracts, customer informationreal property leases, customers cardsequipment leases, operations manualsvehicle leases, advertising matteroperating leases, correspondenceservice contracts, mailing lists, credit records, purchasing materials and records, personnel records, blueprints, data bases, distributors, supplier information and records and all other data and know-how related to the Business, in any form licenses or medium wherever located; license agreements (c) proprietary items including, but not limited towith limitation those relating to patents, menustrademarks or other intangibles), promotional items and literature, the use any security deposits under any of the M▇. ▇▇▇▇▇’▇ name, face and likeness as it relates to the Restaurant Entities, the history of the Restaurant Entities, memorabilia, photographs and decor; (d) telephone and fax numbers, trade names, trademarks and trademark applications, service marks and service mark applications, patents and patent applications, designs, inventions, copyrights, assumed names, fictitious names, slogans, domain names, web addresses, web sites, all software and software licenses and all rights in all data processing systems and networks, and all operations manuals, computer hardware, data bases, related documentation and proprietary rights, trade secrets, recipes and know-how of any kind (collectively, “Intellectual Property”); (e) credits, prepaid expenses, advance payments, security deposits and prepaid items; (f) contracts, agreements, commitments, and personal property leases of the Restaurant Entities relating to the Business that are described in detail on Schedule 1.1 which Buyer affirmatively elects in writing to assume (the “Purchased Commitments”); foregoing; (g) to the extent assignabletransferable, licenses all governmental and other registrations, licenses, approvals and permits utilized in the Business; (h) All books, records, software programs, printouts, drawings, data, files, notes, notebooks, accounts, invoices, correspondence, memoranda and other material information relating to the Business or Assets and/or the Acquired AssetsBusiness; provided, however, that the Seller may retain copies of all historical financial records of the Business; and (hi) privileges All other rights and advantages assets of every nature, kind and description, being personal or realany kind, tangible or intangible, located at utilized in and/or relating to the Restaurant Entities Business, whether or not reflected in any way used the Seller's financial statements or on its books and records listed in connection with the Restaurants or possessed or owned by any Restaurant Entities or in which any Restaurant Entities has any interest whatsoever, including, without limitation, all of the licenses, permits, easements, regulatory rights, access rights, air rights, roof rights, antenna rights, developer and use rights, and wallscape and signage rights, leases, subleases and rights thereunder; and (jSchedule 1.1(i) contractors’ and manufacturers’ guarantees, warranties, indemnities or similar rights in favor of the Restaurant Entities with respect to any of Acquired Assets. All of the Acquired Assets are being sold, assigned, transferred, conveyed and delivered to Buyer hereunder free and clear of any mortgage, pledge, lien, claim, security interest, assessment, conditional sale agreement, burden, restriction, prior assignment, charge or encumbrance of any kind or nature whatsoever, including, without limitation, any Uniform Commercial Code lien or tax lien (“Liens”). The Acquired Assets shall be conveyed free and clear of all liabilities, obligations, liens and encumbrances excepting only those liabilities and obligations which are expressly agreed to be assumed by Buyer hereunderannexed hereto.

Acquired Assets. Subject to and upon the terms and conditions set forth herein, including, without limitation, satisfaction or waiver of the conditions set forth in this AgreementSections 9 and 10 hereof, Sellers will at the Closing (as defined herein), Seller shall sell, transfer, convey, assign assign, transfer and deliver to Buyer, and Buyer will shall purchase from Seller, all of Seller's right, title and acquire from Sellers at each respective Closing interest in, to and under the business, rights, claims and assets (of every kind, nature and description, whether tangible or intangible, whether accrued, contingent or otherwise, and wherever situated and whether or not reflected on the books and records of Seller) relating to or used in connection with, or necessary for the conduct of, the Business, except the Excluded Assets (as defined herein) using a new company subsidiary(the "ACQUIRED ASSETS"), free and clear of any and all rightliens, security interests, claims, charges, options, mortgages, debts, leases (or subleases), conditional sales agreements, title retention agreements, material defects as to title or restrictions against the transfer or assignment thereof and interest encumbrances of Sellers on April 20any kind (collectively, 2024 (including, without limitation, all cash generated on and after April 20, 2024, which shall be set aside to be delivered to Buyer at each Closing"ENCUMBRANCES") in and to all or substantially all of the assets of the Restaurant Entities being sold pursuant to each except for such Closing which are used or useful in the Business of Sellers Encumbrances listed on Schedule SCHEDULE 1.1 hereto (the “Acquired Assets”"PERMITTED ENCUMBRANCES"). The Acquired Assets shall also mean all rightinclude, title and interest in and to all of without limitation, the following: (a) All tangible assets of the Restaurant Entities of every kind, character and description, other than the Excluded Assets, which are related to or used in connection with the conduct and operation of or necessary to the Business, whether personal owned or real, tangible or intangible leased and wherever located, whether or not reflected located on the Restaurant Entities’ financial statements, as such assets may exist on each Closing Date, including, but not limited to, all of its: (a) inventory and all furniture, furnishings, signage, fixtures, machinery, trade fixtures, inc1uding, but not limited to, leasehold improvements, security systems, kitchen and other equipment including, but not limited to, pots, pans, glassware, dishes, silverware and small wares, computer equipment, alarm systems, cameras and recording devices, protective cages, electrical installations, safes and all other tangible assets relating to the Business of the Restaurant Entities of every kind and nature; (b) goodwill associated with the Business, all value property of the Business as a going concern, and all records related to the Business including, without limitation, customer records, customer information, customers cards, operations manuals, advertising matter, correspondence, mailing lists, credit records, purchasing materials and records, personnel records, blueprints, data bases, distributors, supplier information and records and all other data and know-how related to the Business, in any form or medium wherever located; (c) proprietary items including, but not limited to, menus, promotional items and literature, the use of the M▇. ▇▇▇▇▇’▇ name, face and likeness as it relates to the Restaurant Entities, the history of the Restaurant Entities, memorabilia, photographs and decor; (d) telephone and fax numbers, trade names, trademarks and trademark applications, service marks and service mark applications, patents and patent applications, designs, inventions, copyrights, assumed names, fictitious names, slogans, domain names, web addresses, web sites, all software and software licenses and all rights in all data processing systems and networks, and all operations manuals, computer hardware, data bases, related documentation and proprietary rights, trade secrets, recipes and know-how of any kind (collectively, “Intellectual Property”); (e) credits, prepaid expenses, advance payments, security deposits and prepaid items; (f) contracts, agreements, commitments, and personal property leases of the Restaurant Entities relating to the Business that are described in detail on Schedule 1.1 which Buyer affirmatively elects in writing to assume (the “Purchased Commitments”); (g) to the extent assignable, licenses and permits relating to the Business or the Acquired Assets; (h) privileges and advantages of every nature, kind and description, being personal or real, tangible or intangible, located at the Restaurant Entities or in any way used in connection with the Restaurants or possessed or owned by any Restaurant Entities or in which any Restaurant Entities has any interest whatsoeverelsewhere, including, without limitation, all manufacturing, production, maintenance, testing and other machinery, motor vehicles, furniture, computers, printers and office equipment; (b) All intangible assets used or useful in or necessary to the Business, including, without limitation: the name "SendTec" and all derivations thereof, all trade names, domain names, websites, service marks names, trade dress, logos, trade secrets, copyrights, designs, technical information, know-how, processes, techniques, research and development information, supplies, plans, proposals, technical data, computer software, financial, marketing and business data, pricing and cost information, business and marketing plans, formulas, devices, software or compilations of information; all patents, license (a) hereto, and all of Seller's rights to use or allow others to use such Intellectual Property and all claims for infringement of any Intellectual Property, and intangible rights relating thereto; (c) All current customer or client lists, files, documentation, records and related documentation used in connection with the Business, all of which customers (but not other information) are listed on SCHEDULE 1.1(c) hereto; (d) All of Seller's rights to the products, services and product or service line extensions of the Business, whether now existing or currently under development; (e) All of the Seller's rights and interests arising under or in connection with Contracts (as defined in Section 5.14 hereof), all of which are listed on SCHEDULE 1.1(e) hereto; (f) All franchises, licenses, permits, easementsconsents, regulatory rightsauthorizations, access rightsapprovals and certificates, air rightsor any waiver of the foregoing, roof rightsrequired by any person or organization including any Governmental Authority (as defined herein), antenna rightsheld, developer used or otherwise possessed by Seller in connection with and/or necessary to the operation of the Business, to the extent transferable to Buyer under applicable laws, all of which are listed on SCHEDULE 1.1(f) (the "PERMITS"); (g) All leases of equipment, machinery or other tangible personal property used in connection with and/or necessary to the operation of the Business, all of which are listed on SCHEDULE 1.1(g) (the "PERSONAL PROPERTY LEASES" and use rightsthe personal property subject to such leases to the extent of Seller's leasehold interest therein); (h) All leases of real property used in connection with and/or necessary to the operation of the Business as listed on SCHEDULE 1.1(h) (the "REAL PROPERTY LEASES", and wallscape the real property subject to such leases to the extent of Seller's leasehold interest therein, the "LEASED REAL PROPERTY"); (i) All goodwill and signage rights, leases, subleases and rights thereunder; and going concern value associated with the Business; (j) contractors’ All books of account, general, financial, Tax (as defined herein) and manufacturers’ guaranteespersonal records, warrantiesproperty records, indemnities purchasing and sales records, credit and collections records, personnel and payroll records, invoices, shipping records, warranties on all services, supplies and equipment, correspondence and other documents, files, papers, mailing lists, customer, licensee, representative and vendor lists, and all computer software, programs and data and any rights thereto owned, associated with or similar employed by Seller or its Affiliates used in, or relating to, the Business; (k) All rights in favor of the Restaurant Entities with respect to unemployment, workers' and workmen's compensation, and other similar insurance reserves and rebates relating to Transferred Employees (as defined herein); (l) All amounts owing Seller or any of Acquired Assets. All its Affiliates as of the Acquired Assets are being soldClosing for services or products provided by the Business prior to the Closing, assigned, transferred, conveyed and delivered to Buyer hereunder free and clear of any mortgage, pledge, lien, claim, security interest, assessment, conditional sale agreement, burden, restriction, prior assignment, charge whether or encumbrance of any kind not an invoice for such services or nature whatsoeverproducts has been submitted, including, without limitation, prepaid assets and expenses, insurance allocations, travel advances, rent and utility deposits and deposits for goods and services relating to the operation of the Business (the "ACCOUNTS RECEIVABLE") as listed on SCHEDULE 1.1(l); (m) All cash, commercial paper, cash equivalents and marketable securities of the Business on hand or in any Uniform Commercial Code lien bank accounts or tax lien securities accounts owned by Seller, each of which is listed on SCHEDULE 1.1(m). (“Liens”n) All customer deposits of the Business owned by Seller; (o) All information services systems and computer hardware and software of the Business; (p) All sales data, including all sales representatives, account books, logs and other documents reflecting sales strategies and appointments and suppliers' names of the Business and all sales and promotional materials used by Seller in connection with the Business; (q) All of Seller's inventories of the Business existing on the Closing Date (as defined herein). The , including but not limited to, disposables, spare parts, materials, works-in-process, active shipments, ordered goods and supply items, that are (i) held for sale or rent, (ii) used in connection with the sale or rental or other Acquired Assets shall be conveyed free Assets, (iii) parts used in the repair of Acquired Assets, or (iv) held by a third party under a rental arrangement whether located on the premises of either Seller, in transit to or from such premises, in warehouses, in premises of manufacturers (collectively "INVENTORY"); (r) All claims, causes of action, rights of recovery and clear rights of set-off of any kind (including rights to insurance proceeds, indemnity claims and rights under and pursuant to all liabilitieswarranties, obligationsservice contracts, liens representations and encumbrances excepting only those liabilities guaranties made by suppliers of products, materials or equipment, or components thereof and obligations third-party service providers), pertaining to or arising out of, the Business and inuring to the benefit of Seller with respect to the Business; (s) All products, ideas or concepts of the Seller under research on or prior to the Closing Date that relate to the Business; (t) All other assets, properties, rights and business of every kind and nature owned or held by Seller or its Affiliates which are expressly agreed used in the Business, or in which Seller has an interest, known or unknown, fixed or unfixed, choate or inchoate, accrued, absolute, contingent or otherwise, wheth▇▇ ▇▇ not specifically referred to be assumed by Buyer hereunderin this Agreement, except the Excluded Assets.

Acquired Assets. Subject to and upon the terms and conditions set forth in this Agreement, Sellers will Seller hereby does sell, transfer, convey, assign assign, transfer and deliver to BuyerPurchaser and Purchaser hereby purchases, accepts, acquires and Buyer will purchase takes assignment and acquire from Sellers at each respective Closing (as defined herein) using a new company subsidiarydelivery of, all right, title and interest of Sellers on April 20in, 2024 (including, without limitation, all cash generated on to and after April 20, 2024, which shall be set aside to be delivered to Buyer at each Closing) in and to all or substantially all of under the following assets of Seller (wherever located and whether tangible or intangible), except for the Restaurant Entities being sold pursuant to each such Closing which are used or useful in the Business of Sellers listed on Schedule 1.1 hereto Excluded Assets (collectively, the “Acquired Assets”) free and clear of all Liens: (a) all tangible assets used by Seller in connection with the Business, including inventory, machinery, computers and accessories, furniture, office equipment, communications equipment, and other tangible property, including the Vehicles (as defined below). The Acquired Assets shall also mean ; (b) all right, title and interest in and to the past and present customers of the Business, including the customers or clients listed on Annex II (collectively, the “Customers”), all related customer or client contracts, customer or client lists, customer or client work orders and work backlog; (c) all managed service providers (MSP) contracts, master service agreements (MSA), any other agreement, arrangement, contract, work order or purchase order to which Seller is a party or under which Seller is supposed to provide services (active and inactive, written or oral) (collectively, the “Service Agreements”); (d) all technical and descriptive materials relating to the Acquired Assets, including technical and descriptive materials relating to their design, development, use or maintenance of computer code and program documentation and materials (collectively, the “Documentation”); (e) each and every one of the following in any medium in Seller’s possession or that is otherwise owned by Seller: (i) technology and/or Software, (ii) Customer-related materials, (ii) quality control processes and software, (iv) proprietary information, (v) proprietary machine technology, (vi) technical information, (vii) source code and object code relating to any Acquired Asset, (viii) all databases, Customer lists (including email lists), Customer order history, forms, and textual, video, graphical and multimedia works, and (ix) any and all know-how relating to the foregoing (collectively, the “Technology”); (f) all of the Seller’s domain names (including h▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/) and all related URLs, and all Intellectual Property, including trademarks, brands, copyrights, patents, fictitious names, service names, websites, and social media accounts; (g) all books, records, files, papers or software, whether in hard copy or computer format, and all delivery platforms, gateways, “on ramp” connections and access points (the assets described in paragraphs (e), (f) and (g) of this Section 1.1 are collectively referred to as the Restaurant Entities “Technology Assets”); (h) all operational data, creative materials, marketing information, advertising materials, sales and promotional literature, studies, reports, sales records, sales agent records, manuals and data, sales and purchase correspondence, billing systems, engineering information, Customer files (including Customer credit and collection information), historical and financial records, quality control data, and all Seller phone numbers; (i) all motor vehicles owned by Seller (collectively, the “Vehicles”) including: (a) Honda FIT Sport 2009 with VIN ending in 1510; (b) Honda Civic LX 2012 with VIN ending in 8946; and (c) Nissan NV200 2019 with VIN ending in 5075, with clean and unencumbered title to all such Vehicles (including the ones specifically identified herein) being delivered to Purchaser on the Closing Date; (j) that certain Real Estate Lease Agreement dated October 31, 2012, for the premises located at S▇▇▇▇ ▇▇▇ #▇▇-▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, Seller and Imperial Realty Company (the “Lease”); (k) all warranties, indemnities or other rights and causes of every kindaction relating to the Acquired Assets; (l) the right to all accounts receivable, character collections and descriptionmonies derived from Customers, other than the Excluded AssetsService Agreements or otherwise relating to services provided by the Business that are conducted after the Closing Date, which are it being understood that the accounts receivable, collections and monies derived from services completed and invoiced by Seller on or before the Closing Date shall belong to Seller; and (m) all goodwill and know-how related to to, arising from or used in connection with the conduct and operation of the Business, whether personal or real, tangible or intangible and wherever located, whether or not reflected on the Restaurant Entities’ financial statements, as such assets may exist on each Closing Date, including, but not limited to, all of its: (a) inventory and all furniture, furnishings, signage, fixtures, machinery, trade fixtures, inc1uding, but not limited to, leasehold improvements, security systems, kitchen and other equipment including, but not limited to, pots, pans, glassware, dishes, silverware and small wares, computer equipment, alarm systems, cameras and recording devices, protective cages, electrical installations, safes and all other tangible assets relating to the Business of the Restaurant Entities of every kind and nature; (b) goodwill associated with the Business, all value of the Business as a going concern, and all records related to the Business including, without limitation, customer records, customer information, customers cards, operations manuals, advertising matter, correspondence, mailing lists, credit records, purchasing materials and records, personnel records, blueprints, data bases, distributors, supplier information and records and all other data and know-how related to the Business, in any form or medium wherever located; (c) proprietary items including, but not limited to, menus, promotional items and literature, the use of the M▇. ▇▇▇▇▇’▇ name, face and likeness as it relates to the Restaurant Entities, the history of the Restaurant Entities, memorabilia, photographs and decor; (d) telephone and fax numbers, trade names, trademarks and trademark applications, service marks and service mark applications, patents and patent applications, designs, inventions, copyrights, assumed names, fictitious names, slogans, domain names, web addresses, web sites, all software and software licenses and all rights in all data processing systems and networks, and all operations manuals, computer hardware, data bases, related documentation and proprietary rights, trade secrets, recipes and know-how of any kind (collectively, “Intellectual Property”); (e) credits, prepaid expenses, advance payments, security deposits and prepaid items; (f) contracts, agreements, commitments, and personal property leases of the Restaurant Entities relating to the Business that are described in detail on Schedule 1.1 which Buyer affirmatively elects in writing to assume (the “Purchased Commitments”); (g) to the extent assignable, licenses and permits relating to the Business or the Acquired Assets; (h) privileges and advantages of every nature, kind and description, being personal or real, tangible or intangible, located at the Restaurant Entities or in any way used in connection with the Restaurants or possessed or owned by any Restaurant Entities or in which any Restaurant Entities has any interest whatsoever, including, without limitation, all of the licenses, permits, easements, regulatory rights, access rights, air rights, roof rights, antenna rights, developer and use rights, and wallscape and signage rights, leases, subleases and rights thereunder; and (j) contractors’ and manufacturers’ guarantees, warranties, indemnities or similar rights in favor of the Restaurant Entities with respect to any of Acquired Assets. All of the Acquired Assets are being sold, assigned, transferred, conveyed and delivered to Buyer hereunder free and clear of any mortgage, pledge, lien, claim, security interest, assessment, conditional sale agreement, burden, restriction, prior assignment, charge or encumbrance of any kind or nature whatsoever, including, without limitation, any Uniform Commercial Code lien or tax lien (“Liens”). The Acquired Assets shall be conveyed free and clear of all liabilities, obligations, liens and encumbrances excepting only those liabilities and obligations which are expressly agreed to be assumed by Buyer hereunder.

Acquired Assets. Subject to and upon As of the terms and conditions set forth in this AgreementEffective Time, Sellers will sellthe Survivor, transferfor the benefit of BAB, convey, assign and deliver to Buyer, and Buyer will purchase and shall acquire from Sellers at each respective Closing MFM the assets, properties, Contracts, operations and business used or useful in connection with the operation of the Business owned and operated by MFM, which are to be acquired pursuant to this Agreement (as defined hereincollectively the "Assets") using a new company subsidiary, all right, title and interest of Sellers on April 20, 2024 (including, without limitation, all cash generated on and after April 20, 2024, which shall be set aside to be delivered to Buyer at each Closing) in and to all or substantially all : a. All of the assets of the Restaurant Entities being sold pursuant to each such Closing which are used or useful in the Business of Sellers listed on Schedule 1.1 hereto (the “Acquired Assets”). The Acquired Assets shall also mean all MFM's right, title and interest in and to all of the assets of the Restaurant Entities of every kind, character and description, other than the Excluded Assets, which are related to or used real property leased by MFM in connection with the conduct and operation of the Business, whether personal or realtogether with the improvements, tangible or intangible fixtures, hereditaments and wherever locatedappurtenances thereto; b. All of MFM's right, whether or not reflected on the Restaurant Entities’ financial statementstitle and interest in and to any and all federal, state, foreign and common law trademarks, trademark registrations and applications therefor, service marks, service mark registrations ▇▇▇ applications therefor, copyrights, copyright registrations and applications therefor, trade names, assumed names, logos, patents, patent applications, technology, know-how, trade secrets, processes, formulas, recipes, drawings, designs and similar intellectual property and proprietary rights of any kind, as such assets may exist on each Closing Datewell as MFM's transferable interests in any and all federal, state and foreign common law rights protecting the same, including, but not limited to, all those proprietary rights described on Schedule 4.1(b) hereto (the "Proprietary Rights"); c. All of its: (a) inventory and all MFM's equipment, machinery, furniture, fixtures, furnishings, signagetooling, fixturespersonal property, machineryshelving, patterns, molds, office equipment, computer hardware, trade fixtures, inc1uding, but not limited to, leasehold improvements, security systems, kitchen tools and other equipment tangible personal property owned or leased by MFM and used or useful in the operation of the Business, together with any manufacturer, vendor or installer warranties thereon ("Personal Property"); d. All of MFM's vehicles used or useful in the operation of the Business, including, but not limited to, pots, pans, glassware, dishes, silverware and small wares, computer equipment, alarm systems, cameras and recording devices, protective cages, electrical installations, safes and all other tangible assets relating to those vehicles described on Schedule 4.1(d) hereto (the Business "Vehicles"); e. All of the Restaurant Entities telephone numbers and telephone directory advertisements used by MFM in the operation of every kind and nature; (b) goodwill associated with the Business, all value ; f. All of the Business as a going concern, and all MFM's business records related to the Business including, without limitation, customer records, customer information, customers cards, operations manuals, advertising matter, correspondence, mailing lists, credit records, purchasing materials and records, personnel records, blueprints, data bases, distributors, supplier information and records and all other data and know-how related relating to the Business, in any form or medium wherever located; (c) proprietary items including, but not limited to, menusfiles and records, promotional items customer lists, lists of suppliers, operations and literatureother manuals, accounting records (including work papers related thereto), correspondence, files, research data, advertising data, Contracts and other records and information necessary or desirable for Purchaser to carry on the Business in the ordinary course on and after the Effective Time; g. All of MFM's contract rights and benefits in and to the Contracts, Contracts in progress, commitments, leases, licenses, franchise agreements, area franchise development agreements and all other agreements which relate to or arise from or are used or are necessary for the Business and any amendments thereto; all such Contracts, Contracts in progress, commitments, leases, agreements, licenses, franchise agreements, area franchise development agreements and all other agreements are described in Schedule 4.1(g) hereto (the "Operating Contracts"); h. All of MFM's governmental licenses, certificates, franchises, permits, registrations, concessions, consents and approvals related to the Business, including, but not limited to, those described in Schedule 4.1(h) hereto (the "Licenses"); i. All of MFM's prepaid expenses, credit memos and deposits which relate to the Business, the use categories of which are described in Schedule 4.1(i) hereto; j. All of MFM's office, shop and other supplies used in the operation of the M▇. ▇▇▇▇▇’▇ nameBusiness and which are on hand as of the Effective Time; k. All of MFM's accounts receivable, face notes receivable and likeness as it relates other rights to the Restaurant Entities, the history payment of money arising out of the Restaurant Entitiesoperation of the Business and which remain uncollected on the Effective Time, memorabiliawhether or not evidenced by a writing or reflected on the Balance Sheets (as hereinafter defined) (the "Receivables"); l. All of MFM's inventory which is on hand as of the Effective Time, photographs including raw materials, work in process and decor; finished goods (d) telephone the "Inventory"); m. All of the plans, specifications, blueprints, surveys, repair and fax numbersoperating manuals, trade nameswarranties, trademarks guaranties, maintenance records, information regarding real estate taxes, assessments and/or insurance and trademark applicationsother written information in the possession of MFM Too or MH relating to any of the Purchased Assets or to the improvements on any Leased Premises as well as copies of the certificates of occupancy for such improvements; n. All of MFM's rights, service marks if any and service mark applicationsto the extent transferable, patents and patent applications, designs, inventions, copyrights, assumed names, fictitious names, slogans, domain names, web addresses, web sites, all in any computer software and software licenses program documentation in computer readable and all hard-copy forms reasonably acceptable to Purchaser, including, but not limited to, the software described in Schedule 4.1(n) hereto (the "Software"); o. All of MFM's rights in all data processing systems and networks, and all operations manuals, computer hardware, data bases, related documentation and proprietary rights, trade secrets, recipes and know-how of any kind (collectively, “Intellectual Property”); (e) credits, prepaid expenses, advance payments, security deposits and prepaid items; (f) contracts, agreements, commitments, and personal property leases of the Restaurant Entities claims against third parties relating to the Business that are described Purchased Assets; p. All of MFM's supply of brochures, displays, models and other marketing materials on hand as of the Effective Time, as well as the camera ready art, negatives, proofs and other reproduction materials for the same; q. All saleable goodwill as a going concern and other intangible personal property of MFM which comprise a part of the Business; r. All cash and cash equivalents on hand and/or on deposit in detail on Schedule 1.1 which Buyer affirmatively elects in writing to assume (bank and/or brokerage accounts as of the “Purchased Commitments”)Effective Time; s. All other assets of MFM of every type, nature and description; (g) and t. All accretions and additions to the extent assignable, licenses and permits relating Purchased Assets that occur prior to the Business or the Acquired Assets; (h) privileges and advantages of every nature, kind and description, being personal or real, tangible or intangible, located at the Restaurant Entities or in any way used in connection with the Restaurants or possessed or owned by any Restaurant Entities or in which any Restaurant Entities has any interest whatsoever, including, without limitation, all of the licenses, permits, easements, regulatory rights, access rights, air rights, roof rights, antenna rights, developer and use rights, and wallscape and signage rights, leases, subleases and rights thereunder; and (j) contractors’ and manufacturers’ guarantees, warranties, indemnities or similar rights in favor of the Restaurant Entities with respect to any of Acquired Assets. All of the Acquired Assets are being sold, assigned, transferred, conveyed and delivered to Buyer hereunder free and clear of any mortgage, pledge, lien, claim, security interest, assessment, conditional sale agreement, burden, restriction, prior assignment, charge or encumbrance of any kind or nature whatsoever, including, without limitation, any Uniform Commercial Code lien or tax lien (“Liens”). The Acquired Assets shall be conveyed free and clear of all liabilities, obligations, liens and encumbrances excepting only those liabilities and obligations which are expressly agreed to be assumed by Buyer hereunderEffective Time.

Acquired Assets. Subject to and upon On the terms and subject to the conditions set forth in of this Agreement, Sellers will at the Closing referred to in Section 3.1 hereof, the Company shall sell, transfer, convey, assign assign, transfer and deliver to Buyer, and Buyer will purchase shall purchase, acquire and acquire from Sellers at each respective Closing (as defined herein) using a new company subsidiaryaccept delivery of, all rightassets and properties owned or used by the Company in connection with its business or the Shareholder in connection with the Business, title except for (i) the Purchase Price and interest other rights of Sellers the Company under this Agreement, (ii) the Company's corporate minute book and stock records, and (iii) those assets specifically listed on April 20Schedule 2.1 (a) (such specifically listed assets in clauses (i), 2024 (includingii) and (iii) being referred to as the "Excluded Assets"), including without limitation, limiting the generality of the foregoing: (i) all cash generated and cash equivalents and accounts receivable; (ii) all raw materials, works-in-process, inventories and other materials of the Company wherever located and including all inventory in transit or on order and after April 20not yet delivered, 2024and all rights with respect to the processing and completion of any works-in-process of the Company, which shall be set aside including the right to be delivered collect and receive charges for services performed by the Company with respect thereto; (iii) all supplies, equipment, vehicles, machinery, furniture, fixtures, leasehold improvements and other tangible property used by the Company in connection with its business, and the Company's interest as lessee in any leases with respect to Buyer at each Closingany of the foregoing; (iv) in and to all or substantially all of the assets of the Restaurant Entities being sold pursuant to each such Closing which are used or useful in the Business of Sellers listed on Schedule 1.1 hereto (the “Acquired Assets”). The Acquired Assets shall also mean all Company's right, title and interest in and to its Contracts, including the Contracts listed or required to be listed on Schedule 4.10 hereto; (v) all proprietary knowledge, trade secrets, confidential information, client lists, customer lists, databases, pharmacy lists, consumer data, computer software and licenses, formulae, designs and drawings, quality control data, processes (whether secret or not), methods, inventions and other similar know-how or rights used in the conduct of the assets of the Restaurant Entities of every kind, character and description, other than the Excluded Assets, which are related to or used in connection with the conduct and operation of the Business, whether personal or real, tangible or intangible and wherever located, whether or not reflected on the Restaurant Entities’ financial statements, as such assets may exist on each Closing DateCompany's business, including, but not limited to, all the areas of its: (a) inventory manufacturing, marketing, advertising and all furniturepersonnel training and recruitment, furnishings, signage, fixtures, machinery, trade fixtures, inc1uding, but not limited to, leasehold improvements, security systems, kitchen and other equipment including, but not limited to, pots, pans, glassware, dishes, silverware and small wares, computer equipment, alarm systems, cameras and recording devices, protective cages, electrical installations, safes and together with all other tangible assets relating to the Business of the Restaurant Entities of every kind and nature; (b) goodwill associated with the Business, all value of the Business as a going concern, and all records related to the Business including, without limitation, customer records, customer information, customers cards, operations manuals, advertising matter, correspondence, mailing lists, credit records, purchasing materials and records, personnel records, blueprints, data bases, distributors, supplier information and records and all other data and know-how related to the Business, in any form or medium wherever located; (c) proprietary items including, but not limited to, menus, promotional items and literature, the use of the M▇. ▇▇▇▇▇’▇ name, face and likeness as it relates to the Restaurant Entities, the history of the Restaurant Entities, memorabilia, photographs and decor; (d) telephone and fax numbers, trade names, trademarks and trademark applications, service marks and service mark applications, patents and patent applications, designs, inventions, copyrights, assumed names, fictitious names, slogans, domain names, web addresses, web sites, all software and software licenses and all intangible rights in all data processing systems and networks, and all operations manuals, computer hardware, data bases, related documentation and proprietary rights, trade secrets, recipes and know-how of any kind (collectively, “Intellectual Property”); (e) credits, prepaid expenses, advance payments, security deposits and prepaid items; (f) contracts, agreements, commitments, and personal property leases of the Restaurant Entities relating to the Business that are described in detail on Schedule 1.1 which Buyer affirmatively elects in writing to assume (the “Purchased Commitments”); (g) to the extent assignable, licenses and permits relating to the Business or the Acquired Assets; (h) privileges and advantages of every nature, kind and description, being personal or real, tangible or intangible, located at the Restaurant Entities or in any way used in connection with the Restaurants Company's business, including all files, manuals, documentation and source and object codes related thereto; (vi) all utility, security and other deposits and prepaid expenses; (vii) the Company's business as a going concern and its franchises, Permits and other authorizations of Governmental Authorities (to the extent such Permits and other authorizations of Governmental Authorities are transferable) and third parties, licenses, telephone numbers, customer lists, vendor lists, referral lists and contracts, advertising materials and data, restrictive covenants, choses in action and similar obligations owing to the Company from its present and former shareholders, officers, employees, agents and others, together with all books, operating data and records (including financial, accounting and credit records), files, papers, records and other data of the Company; (viii) all rights of the Company in and to its corporate name "Telemanagement Services, Inc." and its d/b/a "TMS Professional Markets Group" and to all tradenames, trademarks and slogans used in its business, all variants thereof and all goodwill associated therewith; (ix) all rights to real property used by the Company; and (x) all other property and rights of every kind or possessed or owned nature used by any Restaurant Entities or the Company in which any Restaurant Entities has any interest whatsoeverthe operation of its business. It is specifically understood and agreed by the parties hereto that the Buyer is acquiring, including, without limitationand Company is selling, all of the licensestangible and intangible assets attributable to or used by the Company in its business, permitsincluding any such assets owned by the Shareholder, easements, regulatory rights, access rights, air rights, roof rights, antenna rights, developer except the Excluded Assets. The aforesaid assets and use rights, and wallscape and signage rights, leases, subleases and rights thereunder; and (j) contractors’ and manufacturers’ guarantees, warranties, indemnities or similar rights in favor of properties to be transferred to the Restaurant Entities with respect Buyer hereunder are hereinafter collectively referred to any of as the "Acquired Assets. All of the Acquired Assets are being sold, assigned, transferred, conveyed and delivered to Buyer hereunder free and clear of any mortgage, pledge, lien, claim, security interest, assessment, conditional sale agreement, burden, restriction, prior assignment, charge or encumbrance of any kind or nature whatsoever, including, without limitation, any Uniform Commercial Code lien or tax lien (“Liens”). The Acquired Assets shall be conveyed free and clear of all liabilities, obligations, liens and encumbrances excepting only those liabilities and obligations which are expressly agreed to be assumed by Buyer hereunder."

Acquired Assets. Subject to and upon the terms and conditions set forth herein, including, without limitation, satisfaction or waiver of the conditions set forth in this AgreementSections 9 and 10 hereof, Sellers will at the Closing (as defined herein), Seller shall sell, transfer, convey, assign assign, transfer and deliver to Buyer, and Buyer will shall purchase from Seller, all of Seller's right, title and acquire from Sellers at each respective Closing interest in, to and under the business, rights, claims and assets (of every kind, nature and description, whether tangible or intangible, whether accrued, contingent or otherwise, and wherever situated and whether or not reflected on the books and records of Seller) relating to or used in connection with, or necessary for the conduct of, the Business, except the Excluded Assets (as defined herein) using a new company subsidiary(the "Acquired Assets"), free and clear of any and all rightliens, security interests, claims, charges, options, mortgages, debts, leases (or subleases), conditional sales agreements, title retention agreements, material defects as to title or restrictions against the transfer or assignment thereof and interest encumbrances of Sellers on April 20any kind (collectively, 2024 (including, without limitation, all cash generated on and after April 20, 2024, which shall be set aside to be delivered to Buyer at each Closing"Encumbrances") in and to all or substantially all of the assets of the Restaurant Entities being sold pursuant to each except for such Closing which are used or useful in the Business of Sellers Encumbrances listed on Schedule 1.1 hereto (the “Acquired Assets”"Permitted Encumbrances"). The Acquired Assets shall also mean all rightinclude, title and interest in and to all of without limitation, the following: (a) All tangible assets of the Restaurant Entities of every kind, character and description, other than the Excluded Assets, which are related to or used in connection with the conduct and operation of or necessary to the Business, whether personal owned or real, tangible or intangible leased and wherever located, whether or not reflected located on the Restaurant Entities’ financial statements, as such assets may exist on each Closing Date, including, but not limited to, all of its: (a) inventory and all furniture, furnishings, signage, fixtures, machinery, trade fixtures, inc1uding, but not limited to, leasehold improvements, security systems, kitchen and other equipment including, but not limited to, pots, pans, glassware, dishes, silverware and small wares, computer equipment, alarm systems, cameras and recording devices, protective cages, electrical installations, safes and all other tangible assets relating to the Business of the Restaurant Entities of every kind and nature; (b) goodwill associated with the Business, all value property of the Business as a going concern, and all records related to the Business including, without limitation, customer records, customer information, customers cards, operations manuals, advertising matter, correspondence, mailing lists, credit records, purchasing materials and records, personnel records, blueprints, data bases, distributors, supplier information and records and all other data and know-how related to the Business, in any form or medium wherever located; (c) proprietary items including, but not limited to, menus, promotional items and literature, the use of the M▇. ▇▇▇▇▇’▇ name, face and likeness as it relates to the Restaurant Entities, the history of the Restaurant Entities, memorabilia, photographs and decor; (d) telephone and fax numbers, trade names, trademarks and trademark applications, service marks and service mark applications, patents and patent applications, designs, inventions, copyrights, assumed names, fictitious names, slogans, domain names, web addresses, web sites, all software and software licenses and all rights in all data processing systems and networks, and all operations manuals, computer hardware, data bases, related documentation and proprietary rights, trade secrets, recipes and know-how of any kind (collectively, “Intellectual Property”); (e) credits, prepaid expenses, advance payments, security deposits and prepaid items; (f) contracts, agreements, commitments, and personal property leases of the Restaurant Entities relating to the Business that are described in detail on Schedule 1.1 which Buyer affirmatively elects in writing to assume (the “Purchased Commitments”); (g) to the extent assignable, licenses and permits relating to the Business or the Acquired Assets; (h) privileges and advantages of every nature, kind and description, being personal or real, tangible or intangible, located at the Restaurant Entities or in any way used in connection with the Restaurants or possessed or owned by any Restaurant Entities or in which any Restaurant Entities has any interest whatsoeverelsewhere, including, without limitation, all manufacturing, production, maintenance, testing and other machinery, motor vehicles, furniture, computers, printers and office equipment; (b) All intangible assets used or useful in or necessary to the Business, including, without limitation: the name "SendTec" and all derivations thereof, all trade names, domain names, websites, service marks names, trade dress, logos, trade secrets, copyrights, designs, technical information, know-how, processes, techniques, research and development information, supplies, plans, proposals, technical data, computer software, financial, marketing and business data, pricing and cost information, business and marketing plans, formulas, devices, software or compilations of information; all patents, license rights and sublicense rights to all patents and trademarks, and other intangible assets registered in the name of Seller and currently used or proposed to be used by Seller or any of its Affiliates in connection with, or necessary or useful for the conduct of the Business, all registrations and applications therefore and all licenses (as licensee or licensor) and other agreements related thereto (the "Intellectual Property") all of which are listed on Schedule 5.11 (a) hereto, and all of Seller's rights to use or allow others to use such Intellectual Property and all claims for infringement of any Intellectual Property, and intangible rights relating thereto; (c) All current customer or client lists, files, documentation, records and related documentation used in connection with the Business, all of which customers (but not other information) are listed on Schedule 1.1(c) hereto; (d) All of Seller's rights to the products, services and product or service line extensions of the Business, whether now existing or currently under development; (e) All of the Seller's rights and interests arising under or in connection with Contracts (as defined in Section 5.14 hereof), all of which are listed on Schedule 1.1(e) hereto; (f) All franchises, licenses, permits, easementsconsents, regulatory rightsauthorizations, access rightsapprovals and certificates, air rightsor any waiver of the foregoing, roof rightsrequired by any person or organization including any Governmental Authority (as defined herein), antenna rightsheld, developer used or otherwise possessed by Seller in connection with and/or necessary to the operation of the Business, to the extent transferable to Buyer under applicable laws, all of which are listed on Schedule 1.1(f) (the "Permits"); (g) All leases of equipment, machinery or other tangible personal property used in connection with and/or necessary to the operation of the Business, all of which are listed on Schedule 1.1(g) (the "Personal Property Leases" and use rightsthe personal property subject to such leases to the extent of Seller's leasehold interest therein); (h) All leases of real property used in connection with and/or necessary to the operation of the Business as listed on Schedule 1.1(h) (the "Real Property Leases", and wallscape the real property subject to such leases to the extent of Seller's leasehold interest therein, the "Leased Real Property"); (i) All goodwill and signage rights, leases, subleases and rights thereunder; and going concern value associated with the Business; (j) contractors’ All books of account, general, financial, Tax (as defined herein) and manufacturers’ guaranteespersonal records, warrantiesproperty records, indemnities purchasing and sales records, credit and collections records, personnel and payroll records, invoices, shipping records, warranties on all services, supplies and equipment, correspondence and other documents, files, papers, mailing lists, customer, licensee, representative and vendor lists, and all computer software, programs and data and any rights thereto owned, associated with or similar employed by Seller or its Affiliates used in, or relating to, the Business; (k) All rights in favor of the Restaurant Entities with respect to unemployment, workers' and workmen's compensation, and other similar insurance reserves and rebates relating to Transferred Employees (as defined herein); (l) All amounts owing Seller or any of Acquired Assets. All its Affiliates as of the Acquired Assets are being soldClosing for services or products provided by the Business prior to the Closing, assigned, transferred, conveyed and delivered to Buyer hereunder free and clear of any mortgage, pledge, lien, claim, security interest, assessment, conditional sale agreement, burden, restriction, prior assignment, charge whether or encumbrance of any kind not an invoice for such services or nature whatsoeverproducts has been submitted, including, without limitation, prepaid assets and expenses, insurance allocations, travel advances, rent and utility deposits and deposits for goods and services relating to the operation of the Business (the "Accounts Receivable") as listed on Schedule 1.1(l); (m) All cash, commercial paper, cash equivalents and marketable securities of the Business on hand or in any Uniform Commercial Code lien bank accounts or tax lien securities accounts owned by Seller, each of which is listed on Schedule 1.1(m). (“Liens”n) All customer deposits of the Business owned by Seller; (o) All information services systems and computer hardware and software of the Business; (p) All sales data, including all sales representatives, account books, logs and other documents reflecting sales strategies and appointments and suppliers' names of the Business and all sales and promotional materials used by Seller in connection with the Business; (q) All of Seller's inventories of the Business existing on the Closing Date (as defined herein). The , including but not limited to, disposables, spare parts, materials, works-in-process, active shipments, ordered goods and supply items, that are (i) held for sale or rent, (ii) used in connection with the sale or rental or other Acquired Assets shall be conveyed free Assets, (iii) parts used in the repair of Acquired Assets, or (iv) held by a third party under a rental arrangement whether located on the premises of either Seller, in transit to or from such premises, in warehouses, in premises of manufacturers (collectively "Inventory"); (r) All claims, causes of action, rights of recovery and clear rights of set-off of any kind (including rights to insurance proceeds, indemnity claims and rights under and pursuant to all liabilitieswarranties, obligationsservice contracts, liens representations and encumbrances excepting only those liabilities guaranties made by suppliers of products, materials or equipment, or components thereof and obligations third-party service providers), pertaining to or arising out of, the Business and inuring to the benefit of Seller with respect to the Business; (s) All products, ideas or concepts of the Seller under research on or prior to the Closing Date that relate to the Business; (t) All other assets, properties, rights and business of every kind and nature owned or held by Seller or its Affiliates which are expressly agreed used in the Business, or in which Seller has an interest, known or unknown, fixed or unfixed, choate or inchoate, accrued, ▇▇▇▇▇▇te, contingent or otherwise, whether or not specifically referred to be assumed by Buyer hereunderin this Agreement, except the Excluded Assets.

Acquired Assets. Subject Buyer hereby agrees to acquire from Seller, and upon the terms and conditions set forth in this Agreement, Sellers will sell, transfer, Seller hereby agrees to convey, transfer and assign and deliver to Buyer, free and Buyer will purchase clear of any and acquire from Sellers at each respective Closing all liens, security interests, encumbrances, pledges, leases, claims, charges, conditional sale contracts, or mortgages (collectively, “Liens”) (other than Permitted Liens (as defined herein) using a new company subsidiarybelow)), all right, title and interest of Sellers on April 20, 2024 (including, without limitation, all cash generated on and after April 20, 2024, which shall be set aside to be delivered to Buyer at each Closing) in and to all or substantially all of the assets of the Restaurant Entities being sold pursuant Seller owned by the Seller, which shall include only the following assets and shall not include the Excluded Assets (collectively referred to each such Closing which are used or useful in the Business of Sellers listed on Schedule 1.1 hereto (herein as the “Acquired Assets”). The Acquired Assets shall also mean all rightbe made up of the following: (a) All of Seller’s rights, title and interest in and to the Website, and any other rights associated with the Website (the “Web Assets”), including any intellectual property rights, all related domains, logos, customer lists and agreements, development contracts, email lists, passwords, usernames and trade names; and all of the related social media accounts including but not limited to, Instagram, Twitter, Facebook, Instagram, and Pinterest at closing; (b) All of Seller’s rights, title and interest in and to assets of the Restaurant Entities of every kindthat relate to, character and description, other than the Excluded Assets, which or are related to used or used held for use in connection with the conduct operation of, the App (collectively with the App, the “App Assets”, and operation together with the Web Assets, the “Identifiable Assets”), and any other rights associated with the App, including any development contracts, intellectual property rights, all related logos, customer lists and agreements, email lists, passwords, usernames and trade names; (c) All other intangible property rights in and to any requirements, processes, formulations, methods, technology, know-how, formulae, trade secrets, trade dress, designs, inventions and other proprietary rights and all documentation embodying, representing or otherwise describing any of the Businessforegoing, whether personal owned or realheld by Seller in connection with the Identifiable Assets; all patents, tangible or intangible copyrights, trade names, trademarks and wherever located, whether or not reflected on the Restaurant Entities’ financial statements, as such assets may exist on each Closing Dateservice marks of Seller and any applications therefor, including, but not limited to, the name of, “SPKR”, the business name, Spkr. Inc., the App, and the Website and all of its: (a) inventory and all furniture, furnishings, signage, fixtures, machinery, trade fixtures, inc1uding, but not limited to, leasehold improvements, security systems, kitchen and other equipment including, but not limited to, pots, pans, glassware, dishes, silverware and small wares, computer equipment, alarm systems, cameras and recording devices, protective cages, electrical installations, safes and all other tangible assets relating to the Business of the Restaurant Entities of every kind and nature; (b) goodwill associated with the Business, all value of the Business as a going concern, and all records related to the Business including, without limitation, customer records, customer information, customers cards, operations manuals, advertising matter, correspondence, mailing lists, credit records, purchasing materials and records, personnel records, blueprints, data bases, distributors, supplier information and records and all other data and know-how related to the Business, in any form or medium wherever located; (c) proprietary items including, but not limited to, menus, promotional items and literature, the use of the M▇. ▇▇▇▇▇’▇ name, face and likeness as it relates to the Restaurant Entities, the history of the Restaurant Entities, memorabilia, photographs and decor; (d) telephone and fax numbers, trade names, trademarks and trademark applications, service marks and service mark applications, patents and patent applications, designs, inventions, copyrights, assumed names, fictitious names, slogans, domain names, web addresses, web sites, all software and software licenses and all rights in all data processing systems and networks, and all operations manuals, computer hardware, data bases, related documentation and proprietary rights, trade secrets, recipes and know-how of any kind (collectively, “Intellectual Property”); (e) credits, prepaid expenses, advance payments, security deposits and prepaid items; (f) contracts, agreements, commitments, and personal property leases of the Restaurant Entities relating to the Business that are described in detail on Schedule 1.1 which Buyer affirmatively elects in writing to assume (the “Purchased Commitments”); (g) to the extent assignable, licenses and permits relating to the Business or the Acquired Assets; (h) privileges and advantages of every nature, kind and description, being personal or real, tangible or intangible, located at the Restaurant Entities or in any way its respective contents used in connection with the Restaurants or possessed or Identifiable Assets, and all applications therefor; all source code for proprietary software that is owned by Seller and included in any Restaurant Entities intellectual property used or held for use in which any Restaurant Entities has any interest whatsoever, including, without limitation, all the operation of the licensesApp or the Website, permitsas currently operated, easements, regulatory rights, access rights, air rights, roof rights, antenna rights, developer together with claims and use rights, and wallscape and signage rights, leases, subleases and rights thereunder; and (j) contractors’ and manufacturers’ guarantees, warranties, indemnities or similar rights in favor causes of the Restaurant Entities action with respect to any of Acquired Assets. All of such intellectual property, whether accruing before, on, or after the Acquired date hereof/accruing on or after the date hereof, including all rights to and claims for damages, restitution, and injunctive and other legal or equitable relief for past, present or future infringement, misappropriation, or other violation thereof (collectively under the foregoing paragraph “Identifiable Assets are being sold, assigned, transferred, conveyed and delivered to Buyer hereunder free and clear of any mortgage, pledge, lien, claim, security interest, assessment, conditional sale agreement, burden, restriction, prior assignment, charge or encumbrance of any kind or nature whatsoever, including, without limitation, any Uniform Commercial Code lien or tax lien (“LiensIP Rights”). The ; (d) all information, records, documents and files of Seller that relate in a material way to, or are used primarily or held for use in connection with the operation of, the Identifiable Assets (collectively, the “Acquired Assets Records”); provided, that Seller shall be conveyed free and clear entitled to keep a copy of all liabilitiesAcquired Records; (e) all rights of Seller under warranties, obligationsindemnities, liens and encumbrances excepting only those liabilities similar rights against third parties to the extent related to the Identifiable Assets and obligations the Identifiable Assets IP Rights; and (f) All social media accounts, sites and services used by Seller in connection with the Identifiable Assets, all content created or used in connection therewith, in each case to the extent transferrable in accordance with the applicable terms of service or other user agreements between the Seller and the operator of such sites and services to which are expressly agreed such accounts pertain, and all credentials with respect to be assumed by Buyer hereundersuch accounts; (the “Social Media Accounts”).

Acquired Assets. Subject The assets, properties, contracts, goodwill and business of Seller with respect to the Business constituting the assets, properties, contracts, goodwill and upon business to be transferred to Buyer hereunder, are all of the terms assets, properties, contracts and conditions set forth goodwill of the Business that fall within each of the following categories, except as listed or referred to in this AgreementSection 2.3 (collectively, Sellers will sellthe "Purchased Assets"): (a) All tangible personal property, transferequipment, conveyplant and office furniture and fixtures, assign vehicles and deliver to Buyertrailers, tools, and Buyer will purchase machines (including computers) used or needed for use in the Business, except as listed on Schedule 2.2(a); (b) All leases of personal property used or entered into by Seller in connection with the Business, except as listed on Schedule 2.2(b); (c) All inventory of the Business, including, without limitation, spare parts, supplies, fuel and acquire other consumable items, inventories of fabricated products and all other inventories of finished products, work in process and raw materials (including, without limitation, component parts, stock ordered from Sellers at each respective Closing third parties in transit or not yet delivered, or indirect materials generally used in the manufacturing process, but not part of the finished product (the "Raw Materials")), together with applicable certificates of conformity and origin; (d) To the extent assignable, all manufacturers', vendors' and suppliers' warranties in respect of any item of property falling within the scope of the Purchased Assets; (e) All right, title and interest in all guarantees in favor of Seller to the extent related primarily to the Business or the Purchased Assets; (f) To the extent that such assets relate primarily to the Purchased Assets and/or the Business, all originals and all copies of all customer lists and supplier lists, advertising and promotional materials, price lists of Raw Materials, source lists, Raw Material specifications, information regarding the implementation procedure of quality control systems, personnel records relating primarily to the Government Technology Division Employees, financial and accounting records, contracts or any other documentation, correspondence and other files and records in whatever form (including computer records, operating systems and data bases) of Seller except as defined hereinlisted on Schedule 2.2(f); (g) using a new company subsidiaryAll right, title and interest in the Patents identified on Schedule 2.2(g) hereto, and all rights to sue for past infringement thereof; (h) To the exten▇ ▇hat such assets relate primarily to the Purchased Assets and/or the Business, all right, title and interest of Sellers on April 20, 2024 (including, without limitation, all cash generated on and after April 20, 2024, which shall be set aside to be delivered to Buyer at each Closing) in and to all or substantially all of the assets of the Restaurant Entities being sold pursuant to each such Closing which are used or useful in the Business copyrights, processes, formulations, software, technology, know-how, trade secrets, manufacturing procedures, designs and records, test procedures and research and development results, and all other technical information and proprietary rights of Sellers Seller, except as listed on Schedule 1.1 hereto 2.2(h). (i) All licenses, Permits, certifications and authorizations relating primarily to the “Acquired Business or the Purchased Assets”, except as listed on Schedule 2.2(i). The Acquired ; (j) All engineering drawings, blueprints, specifications and other similar documents of Seller relating primarily to the Purchased Assets shall also mean and/or the Business; (k) To the extent that such assets relate primarily to the Purchased Assets and/or the Business, all right, title and interest in and to all contracts, purchase orders and other agreements of Seller including all rights to assert claims for events occurring or circumstances existing with respect to such contracts or other agreements prior to the assets Closing, except as set forth on Schedule 2.2(k); (l) All accounts receivable of Seller arising primarily from the Restaurant Entities of every kind, character and description, other than the Excluded Assets, which are related to or used in connection with the conduct and operation of the BusinessBusiness or the Purchased Assets, whether personal or real, tangible or intangible except as listed on Schedule 2.2(l); and (m) All restrictive covenants and wherever located, whether or not reflected on the Restaurant Entities’ financial statements, as such assets may exist on each Closing Date, including, but not limited to, all obligations of its: (a) inventory present and all furniture, furnishings, signage, fixtures, machinery, trade fixtures, inc1uding, but not limited to, leasehold improvements, security systems, kitchen and other equipment including, but not limited to, pots, pans, glassware, dishes, silverware and small wares, computer equipment, alarm systems, cameras and recording devices, protective cages, electrical installations, safes and all other tangible assets relating to the Business former Governmental Technology Division Employees of the Restaurant Entities Seller in favor of every kind and nature; (b) goodwill associated with the BusinessSeller, all value of the Business as a going concern, and all records related to the Business including, without limitation, customer records, customer information, customers cards, operations manuals, advertising matter, correspondence, mailing lists, credit records, purchasing materials and records, personnel records, blueprints, data bases, distributors, supplier information and records and all other data and know-how related to the Business, in including any form or medium wherever located; (c) proprietary items including, but not limited to, menus, promotional items and literature, the use of the M▇. ▇▇▇▇▇’▇ name, face and likeness as it relates to the Restaurant Entities, the history of the Restaurant Entities, memorabilia, photographs and decor; (d) telephone and fax numbers, trade names, trademarks and trademark applications, service marks and service mark applications, patents and patent applications, designs, inventions, copyrights, assumed names, fictitious names, slogans, domain names, web addresses, web sites, all software and software licenses and all rights in all data processing systems and networks, and all operations manuals, computer hardware, data bases, related documentation and proprietary rights, trade secrets, recipes and know-how of any kind (collectively, “Intellectual Property”); (e) credits, prepaid expenses, advance payments, security deposits and prepaid items; (f) contracts, agreements, commitments, and personal property leases of the Restaurant Entities relating to the Business under confidentiality agreements that are described in detail on Schedule 1.1 which Buyer affirmatively elects in writing to assume (the “Purchased Commitments”); (g) to the extent assignable, licenses and permits relating relate primarily to the Business or the Acquired Purchased Assets; (h) privileges and advantages of every nature, kind and description, being personal or real, tangible or intangible, located at the Restaurant Entities or in any way used in connection with the Restaurants or possessed or owned by any Restaurant Entities or in which any Restaurant Entities has any interest whatsoever, including, without limitation, all of the licenses, permits, easements, regulatory rights, access rights, air rights, roof rights, antenna rights, developer and use rights, and wallscape and signage rights, leases, subleases and rights thereunder; and (j) contractors’ and manufacturers’ guarantees, warranties, indemnities or similar rights in favor of the Restaurant Entities with respect to any of Acquired Assets. All of the Acquired Assets are being sold, assigned, transferred, conveyed and delivered to Buyer hereunder free and clear of any mortgage, pledge, lien, claim, security interest, assessment, conditional sale agreement, burden, restriction, prior assignment, charge or encumbrance of any kind or nature whatsoever, including, without limitation, any Uniform Commercial Code lien or tax lien (“Liens”). The Acquired Assets shall be conveyed free and clear of all liabilities, obligations, liens and encumbrances excepting only those liabilities and obligations which are expressly agreed to be assumed by Buyer hereunder.