Appendix A-1: Defined Terms

Acquired Assets (Asset Purchase Agreement): All of the following as of
• Franchise Agreements;
• all materials and supplies, work‑in‑process, nished goods, and other items
of inventory held for sale or used in the Business;
all machinery, equipment, furniture, xtures, leasehold improvements, vehi‑
cles, and other tangible personal property owned or leased by any Seller;
• Sellers’ rights under all real and personal property Leases and any security
deposits with respect thereto;
all Intellectual Property, including all goodwill associated therewith, computer
software, licenses, and sublicenses granted to Sellers, all rights in any trade
names, trademarks, service marks, and logos, and any derivative thereof or
related thereto and all telephone numbers, telecopy numbers, domain names, and
proprietary rights of or related to the Business (collectively, “Intangible Assets”);
to the extent they are transferable, all customer, supplier and performance
agreements, contracts, purchase orders, and other similar arrangements
of Sellers, other than such agreements, contracts, purchase orders, or
other similar arrangements, the Obligations under which are deemed to
be Retained Liabilities;
all prepaid expenses, advance payments, prepaid royalty income and franchise
fees, deposits, including Advertising Fund Deposits and Prospective Franchi
see Deposits and all bank accounts containing Advertising Fund Deposits,
Prospective Franchisee Deposits, and other prepayments, or into which ACH
payments are made, surety accounts and other similar assets relating to the
Business and all royalty income and franchise fees paid after the Closing;
Appendi x A-1
Defined Terms
Vines_Mergers_20140521_13-42 FINAL.indd 335 6/3/14 1:26 PM

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