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Attorney or Party Name, Address, Telephone & FOR COURT USE ONLY FAX Nos., State Bar No. & Email Address

J. BENNETT FRIEDMAN, ESQ., State Bar No. 147056 [email protected] STEPHEN F. BIEGENZAHN, ESQ., State Bar No. 60584 [email protected] MICHAEL D. SOBKOWIAK, ESQ., State Bar No. 242718 [email protected]

FRIEDMAN LAW GROUP, P.C. 1900 Avenue of the Stars, 11th Floor Los Angeles, California 90067 Telephone: (310) 552-8210 Facsimile: (310) 733-5442

Individual appearing without an attorney Attorney for: HDOS Enterprises UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA - Los Angeles DIVISION

In re: CASE NO.: 2:14-bk-12028-NB CHAPTER: 11 HDOS Enterprises, a California corporation,

NOTICE OF LODGMENT OF DEBTOR’S

ASSET PURCHASE AGREEMENT (WITH EXHIBITS)

Debtor(s)

PLEASE TAKE NOTE that the document titled ASSET PURCHASE AGREEMENT is attached. This order relates to the motion which is docket numbers 409, 410, 338.

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California.

December 2012 Page 1 F 9021-1.2.BK.NOTICE.LODGMENT

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of this 9th day of July, 2014 (“Execution Date”), by and between HDOS Acquisition, LLC, a Delaware limited liability company (“Buyer”), on the one hand, and HDOS Enterprises, a California corporation, on the other (“Seller”), a debtor and debtor in possession in Bankruptcy Case No. 2:14-bk-12028-NB (the “Case”), pending in the United States Bankruptcy Court, Central District of California (the “Bankruptcy Court”). Buyer and Seller are sometimes referred to collectively as “Parties,” or, as appropriate, a “Party.”

RECITALS

Seller wishes to sell to Buyer substantially all of its assets at the price and on the other terms and conditions specified in detail below and Buyer wishes to so purchase and acquire such assets from Seller.

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

I. Transfer of Assets

A. Purchase and Sale of Assets. On the Closing Date (defined in Section III.A below), in consideration of the covenants, representations and obligations of Buyer hereunder, and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of all liens, claims, encumbrances and other interests (“Free and Clear”), all of Seller’s businesses and assets (the “Assets”), wherever located, whether or not identified or disclosed on Seller’s books and records, including those assets set forth below, but excluding the “Excluded Assets” as defined below in Section I.B:

1. Leases and Agreements. Seller’s right, title and interest in:

(a) All rights as lessee under all unrejected non- residential real property leases, including those non-residential real property leases described on Exhibit A to this Agreement;

(b) All rights as lessee under those motor vehicle leases described on Exhibit B to this Agreement and incorporated herein by this reference (collectively, with the non-residential real property leases, the “Leases”);

(c) All rights as counter-parties to those certain personal property installment purchase agreements described on Exhibit C to this Agreement and incorporated herein by this reference (the “Installment Agreements”);

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(d) Security deposits relating to any of the Leases and catalogued on Exhibit D to this Agreement and other deposits (including, without limitation, all deposits in transit, customer deposits and security deposits for electricity, telephone, utilities or otherwise) and other prepaid charges and expenses of Seller;

(e) Seller’s rights in and under that certain license agreement between Seller and Hot Dog on a Stick Fair Company, a California corporation, for the use of Seller’s intellectual property and trade names, a copy of which is attached as Exhibit E (“License Agreement”); and

(f) Seller’s rights as franchisor under all unrejected franchise agreements, including those written franchise agreements listed on Exhibit F attached to this Agreement (the “Franchise Agreements”).

2. Personal Property. All furniture, equipment, hardware, fixtures, motor vehicles, documents, copies and tangible embodiments of Intangible Property, and other tangible personal property (collectively, the “Personal Property”), including all property listed in Exhibit G attached to this Agreement. As used in this Agreement, the Personal Property shall also include Seller’s Inventory (defined in Section I.A.4.) on the Closing Date. Notwithstanding the foregoing, the Personal Property shall expressly exclude any Personal Property held by the Debtor pursuant to a lease, rental agreement, contract, license or similar arrangement (“Personal Property Contract”) where Buyer does not assume the underlying Personal Property Contract relating to such personal property at the Closing.

3. Intangible Property. All intangible property (collectively, the “Intangible Property”), including all property listed on Exhibit H and all other intangible property owned or held by Seller, but in all cases only to the extent of Seller’s interest therein, together with all books, records and like items pertaining thereto, including the goodwill of Seller’s business, all franchises, permits, licenses, registrations, qualifications, agreements, waivers, and authorizations from, issued, or granted by any governmental authority, all patents, inventions, copyrights, intellectual property, trade secrets, manufacturing processes and production techniques, trademarks, trade names, and service marks of Seller, all catalogues, customer lists and other data bases, correspondence with present or prospective customers and suppliers, advertising materials, software programs, software code, IP addresses, websites, URLs, domain names, mobile applications, email addresses, and telephone and facsimile numbers identified with the business of Seller as well as other intellectual property of Seller, registrations and applications for registration and renewal of the foregoing, and any past, present or future claims or causes of action arising out of or related to any infringement or misappropriation of any of the foregoing. As used in this Agreement, Intangible Property shall in all events exclude (i) any materials containing privileged communications or information about employees, disclosure of which would violate an employee's reasonable expectation of privacy and any other material which is subject to attorney-client or any other privilege, and (ii) any software or other item of Intangible Property held by the Seller pursuant to a contract where Buyer does not assume the underlying contract relating to such Intangible Property on the Closing Date.

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4. Inventory. All supplies, goods, materials, inventory, work in progress, and stock in trade owned by Seller on the Closing Date (the “Inventory”).

5. Cash, Cash Equivalents and Accounts Receivable. All cash, cash equivalents, bank deposits, accounts receivable, and similar items, other than the Cash Component of the Purchase Price.

6. Claims. All claims, causes of actions, royalty rights, deposits, and rights and claims to refunds (including tax refunds) and adjustments of any kind (including rights to set-off and recoupment), and insurance proceeds, except as set forth in Section I.B.2 and Section I.B.4 below.

7. Third Party License Rights. All licenses to assets and properties of third parties (including licenses with respect to intellectual property rights owned by third parties).

8. Books and Records. All books and records, including general and financial records, budgets, forecasts, regulatory filings, operating data, marketing and sale information, plans, pricing and cost information, and customer lists except as excluded pursuant to the provisions of Section I.A.3. above.

9. Equity and Joint Venture Interests. All securities and other ownership and joint venture interests in other entities (excluding Seller).

10. Prepaid Rent, Taxes and Tax Credits. Prepaid rent and, to the extent transferable, all prepaid taxes and tax credits of Seller.

11. Warranties, Indemnities, Representations and Guarantees. All rights of Seller under or pursuant to all warranties, indemnities representations and guarantees made by suppliers, manufacturers and contractors except as set forth in Section I.B.4.

12. Additional Contracts. Seller shall provide a list of all contracts and unexpired leases of Seller other than the contracts and unexpired leases set forth in this Agreement and the Exhibits hereto on the date hereof and the cure amounts for all such contracts and unexpired leases within five (5) business days after the date hereof or such later date as approved by Buyer (the “Additional Contracts”). Buyer shall provide Seller with written notice on or prior to the day before the Auction of all Additional Contracts that Buyer would like to be assumed by Seller and assigned and sold to Buyer at the Closing (the “Additional Purchased Contracts”), and all such Additional Purchased Contracts shall be assumed by Seller (to the extent that they can be assumed) and assigned to Buyer (to the extent that they can be assigned) and treated as purchased Assets for all purposes under this Agreement. If necessary, Seller shall file a supplemental motion with the Bankruptcy Court to assume and assign the Additional Purchased Contracts to Buyer at the Closing; provided, however, that notwithstanding the Seller’s reasonable best efforts, in the event that the Seller is not able to obtain the entry of an order approving the assignment to Buyer of any Additional Purchased Contracts prior to closing, the entry of an order approving the assignment and the sale of the

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Additional Purchased Contracts to Buyer shall not be a condition to closing but shall constitute a post-closing covenant of Seller.

Buyer may, from time to time until the day before the Auction, remove any Asset from this Section I.A and elect to treat such Asset as an Excluded Asset in accordance with Section I.B; provided, that if Buyer decides to exclude any real property leases from the purchased Assets, then the Cash Consideration shall be increased in an amount equal to the amount of any estimated claim (including, without limitation, a lease rejection claim) arising pursuant to section 502(g) of the Bankruptcy Code, and as such claim may be capped by section 502(b)(6) of the Bankruptcy Code (or an other applicable law), on a dollar-for-dollar basis. The Parties shall agree in good faith on any such estimated claim amount, and to the extent that Buyer disputes any estimated claim amount, such disputed estimated claim amounts shall be held in escrow by a third party escrow agent pending the final resolution of such dispute as determined by the Bankruptcy Court or any appellate proceedings.

B. Excluded Assets. Notwithstanding anything to the contrary in this Agreement, the Assets shall exclude all of the following (collectively, the “Excluded Assets”):

1. Those items excluded pursuant to the provisions of Section I.A.3. above, the last paragraph of Section I.A above, and any Additional Contracts that are not Additional Purchased Contracts;

2. All preference or avoidance claims and actions of the Seller arising under Sections 544, 547, 548, 549, and 550 of the United States Bankruptcy Code (“Bankruptcy Code”);

3. The Seller’s rights under this Agreement and all cash consideration payable or deliverable to Seller pursuant to the terms and provisions hereof;

4. Insurance proceeds, claims and causes of action with respect to or arising in connection with (a) any Lease or Franchise Agreement which is not assigned to Buyer at Closing (defined in Section III.A.), or (b) any item of Personal Property or Intangible Property not acquired by Buyer at the Closing; and

5. Any policy of insurance that provides coverage for any of the claims asserted in Proof of Claim 134 filed in the Case on May 14, 2014 on behalf of Nicholas L. Saakvitne, Trustee, Hot Dog On A Stick Employee Stock Ownership Trust (the “ESOP Trustee,” the “ESOP,” and the “Insurance Policy”), subject to the provisions of Section II.B. below.

C. Free and Clear. The sale, assignment, transfer, conveyance and delivery of the Assets to Buyer shall be Free and Clear.

D. Instruments of Transfer. The sale, assignment, transfer, conveyance and delivery of the Assets to Buyer shall be made by assignments, bill of sale, and other instruments of assignment, transfer and conveyance provided for in

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Section III below and such other instruments as may reasonably be requested by Buyer to transfer, convey, assign and deliver the Assets to Buyer. Seller shall provide timely and proper written notice of the motion seeking entry of the Sale Order to all parties to the purchased contracts and unexpired leases and take all other actions necessary to cause such purchased contracts and unexpired leases to be assumed by Seller and assigned and sold to Buyer pursuant to Sections 363 and 365 of the Bankruptcy Code. If following the Closing, Seller receives or becomes aware that it holds any property, right, claim, demand or asset which constitutes a Purchased Asset then Seller shall transfer such property, right, claim, demand or asset to Buyer as promptly as practicable for no additional consideration.

E. Third Party Consents. To the extent that the assignment to Buyer of any contract or unexpired lease pursuant to this Agreement is not permitted without the consent of a third party and such restriction cannot be effectively overridden or canceled by the Sale Order or other related order of the Bankruptcy Court, the Parties will use commercially reasonable efforts to obtain consent prior to the Closing. If such consent is not obtained by the Closing, Seller will, with respect to each such contract and unexpired lease, from and after the Closing and until the earlier to occur of (x) the date on which such applicable consent is obtained and (y) the date on which Seller liquidates and ceases to exist, use commercially reasonable efforts (subject to restrictions under applicable law) during the term of such contract or unexpired lease to (i) provide to Buyer the benefits under such contract or unexpired lease, (ii) cooperate in any reasonable and lawful arrangement (including holding such contract or unexpired lease in trust for Buyer, pending receipt of the required consent) designed to provide such benefits to Buyer, and (iii) enforce for the account of Buyer any rights of Seller under such contract or unexpired lease (including the right to elect to terminate such contract or unexpired lease in accordance with the terms thereof upon the direction of Buyer). Buyer will cooperate with Seller in order to enable Seller to provide to Buyer the benefits contemplated by this Section I.E. Buyer will pay any amount it would have been required to pay under any such contract or unexpired lease had the contract or unexpired lease been assigned (after obtaining the requisite consent) to Buyer at the Closing in accordance with this Agreement.

II. Consideration.

A. Purchase Price. The “Purchase Price” shall be composed of the Cash Consideration and the Assumed Liabilities (all of which are defined in this Section II).

B. Cash Consideration. The “Cash Consideration” to be paid by Buyer for the Assets shall be (1) $11 million, less the undisputed cure amounts related to Additional Purchased Contracts that are also set forth on the Master Pre-Petition Claims List, which amount shall be payable at the Closing, plus (2) rent paid by Seller in excess of the rent provided for in the lease modification agreements (effective on the Closing Date and only applicable to such unexpired leases that are assumed and assigned to Buyer) entered into by Seller with certain of its landlords that Buyer will get credited for by the landlords within six (6) months after the Closing, for the period of time from the

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Petition Date until the date the leases are assumed and assigned to Buyer (the “Rent Credit”), which amount shall be payable at the Closing; plus (3) the Royalty Amount. “Royalty Amount” means an amount equal to one percent (1%) of the annual net revenues generated by the restaurants at the purchased Assets for each of calendar years 2015, 2016, 2017 and 2018, which shall be determined and paid within one hundred and twenty (120) days after each calendar year end; provided that the Royalty Amount shall not be less than $250,000 per year for each of calendar years 2015, 2016, 2017 and 2018. For the avoidance of doubt, the revenues of any new restaurants opened after the Closing shall not be included in the determination of the Royalty Amount.

C. Assumed Liabilities. The “Assumed Liabilities” shall be

1. The obligations, arising after the Closing Date, assumed by Buyer in connection with the assignment to Buyer of the Leases and Franchise Agreements listed on Exhibits A, B, C and F;

2. All gift card obligations of Seller as of the Closing Date;

3. All vacation and sick leave accruals incurred in the ordinary course of business with respect to any of the Seller’s employees regardless of whether such employees become Buyer Employees (as defined below) as of the Closing Date;

4. All liabilities for (a) sales and use taxes and FICA, FUTA, Social Security and other payroll “trust fund” taxes that are incurred after the petition date in the Case (the “Petition Date”) in the ordinary course of business and are unpaid as of the Closing Date, and (b) transfer taxes as set forth in Section III.E;

5. All accounts payable and accrued expenses incurred after the Petition Date and prior to the Closing in the ordinary course of business at any of the restaurants or the Seller’s corporate office (regardless of whether any particular restaurant becomes an Asset) and unpaid as of Closing;

6. The purchased contract with Shamrock Foods Company and the lesser of (a) $250,000 of and (b) the total amount of unpaid liabilities to Shamrock Foods Company on account of prepetition claims; and

7. All (a) cure claims up to an aggregate cap of $700,000, related to unexpired non-residential real property leases designated by Buyer to be assumed by the Seller and assigned to the Buyer (the “Purchased Real Property Leases”), with the Seller to pay any such cure claims exceeding $700,000; (b) cure claims up to $100,000 related to contracts other than unexpired non-residential real property leases designated by Buyer to be assumed by the Seller and assigned to the Buyer (excluding Shamrock Foods Company and the Additional Purchased Contracts) (the “Specified Purchased Contracts”) except for amounts set forth on the Master Pre-Petition Claims List; "Master Pre-Petition Claims List" means a schedule reasonably acceptable to Buyer detailing all pre-petition claims of unsecured creditors of Seller and the amounts of such claims of each such unsecured creditor; the Master Pre-Petition Claims List shall be delivered to Buyer within five (5) business days after the date hereof; and (c) the undisputed cure amounts related

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to the Additional Purchased Contracts to the extent paid in accordance with Section II.B on the Closing Date. It has been represented to Buyer that there are no cure amounts with respect to the Specified Purchased Contracts.

Except for the Assumed Liabilities, Buyer is not assuming any liabilities of Seller, and Seller shall pay all cure claims required by section 365(b) of the Bankruptcy Code for the purchased contracts and unexpired leases in excess of (i) $700,000 related to the Purchased Real Property Leases and (ii) $100,000 related to the Specified Purchased Contracts, excluding any amount included on the Master Pre-Petition Claims List; provided that in no event shall Seller be required to pay any cure claims in excess of $900,000 in the aggregate for the Specified Purchased Contracts (excluding any amount included on the Master Pre-Petition Claims List) (the “Non-Lease Cure Amount Cap”).

In the event that the aggregate cure claims related to the Specified Purchased Contracts exceeds the Non-Lease Cure Amount Cap (the “Excess Cure Amounts”), Buyer and Seller shall use reasonable best efforts to agree on an allocation of the Excess Cure Amounts as promptly as practicable. If Buyer and Seller cannot agree on the allocation of the Excess Cure Amounts within three (3) business days after the determination by either Buyer or Seller that the aggregate cure claims related to the Specified Purchased Contracts exceeds the Non-Lease Cure Amount Cap, either Buyer or Seller may terminate this Agreement and, in the event of any such termination, Buyer shall be entitled to and Seller shall pay reimbursement of Buyer's reasonable out-of-pocket expenses not to exceed $550,000 in the aggregate (the “Expense Reimbursement”) promptly, but no later than two (2) business days after such termination.

D. Deposit. Within one (1) business day after the date of the entry by the Bankruptcy Court of the order approving the sale procedures governing the sale of the Assets to Buyer (the “Sale Procedures Order”), Buyer shall deposit $550,000 into a segregated trust account at Friedman Law Group, P.C. (“FLG”). The total deposit shall be equal to 5% of the cash component of the Purchase Price. Upon the entry of an order approving the sale of the Assets to Buyer in a form acceptable to Seller and Buyer and that includes the provisions set forth in Section VIII.C.4. below (the “Sale Order”), and the closing of the sale of the Assets to Buyer, FLG shall wire the entire Deposit to the Debtor in Possession account used by the Seller to be applied to the Cash Component of the Purchase Price. Provided the Buyer is not then in material default of its obligations under this Agreement (disregarding any materiality qualifications set forth herein), the Deposit shall be returned to Buyer by wire transfer of immediately available funds immediately upon the earliest to occur of the following: (a) the auction with respect to the sale of the Assets (if required) (the “Auction”) does not take place by July 29, 2014; (d) the Bankruptcy Court does not enter the Sale Order or an order approving the sale to another entity within 14 days after the Auction; (b) two business days after the closing of the sale of the Assets to any entity other than Buyer; (c) the Agreement is terminated in accordance with the last sentence of Section II.C above, Section IV.C.1 below, Section VIII.C.7 below, Section IX.A below, Section IX.F below or (if Buyer is not the breaching Party) Section III.A or Section IV.C.2, and (d) the Outside Date. If the Buyer is not the successful bidder at the Auction, Seller may designate the Buyer as the back- up bidder and retain the Deposit until the earlier of (1) two (2) business days following

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the closing of a sale to the successful bidder and (2) the Outside Date. The Parties expressly agree and acknowledge that Seller’s actual damages in the event of a failure by Buyer to close the transactions contemplated by this Agreement when required would be extremely difficult or impracticable to ascertain and that the Deposit represents the Parties’ reasonable estimate of such damages. Notwithstanding any other provision of this Agreement, Seller shall have no other remedy for any failure by Buyer to close the transactions contemplated by this Agreement and Seller’s right to retain the Deposit as set forth in this Section II.D shall be the sole and exclusive remedy for any breach by Buyer of this Agreement and shall be (i) full liquidated damages for any and all failures to act, defaults or breaches hereunder by Buyer and (ii) constitute a full release and discharge of all claims for damages for such failures to act, defaults or breaches and Seller shall not have any further cause of action for damages, specific performance or any other legal or equitable relief against Buyer or any of its members, shareholders, officers, directors, or affiliates with respect thereto.

III. Closing Transactions.

A. Closing Date. The closing of the transaction (the “Closing”) shall be held on the first business day after all conditions to Closing have been satisfied (the “Closing Date”) but in no event later than October 1, 2014 (the “Outside Date”). In the event the conditions to Closing have not been satisfied or waived by the Outside Date, then any Party who is not in default hereunder may terminate this Agreement. Alternatively, the Parties may mutually agree to extend the Closing Date in writing. Until this Agreement is either terminated or the Parties have agreed upon an extended Closing Date, the Parties shall diligently continue to work to satisfy all conditions to Closing and the transaction contemplated here shall close as soon as such conditions are satisfied or waived.

B. Seller’s Deliveries to Buyer at Closing. On the Closing Date, Seller shall make the following deliveries to Buyer (unless waived in writing by Buyer):

1. An assumption and assignment of Leases, Installment Agreements, License Agreement and Franchise Agreements substantially in the form and content attached as Exhibit I hereto, duly executed by Seller, pursuant to which Seller assigns the Leases and Franchise Agreements (the “Assignment and Assumption Agreement”); provided, however, that the Assumption and Assignment Agreement need not be delivered by Seller as to any Lease or Franchise Agreement with respect to which, following the written consent of Buyer, the Bankruptcy Court has issued an order prior to the Closing Date authorizing the assumption and assignment to an entity other than Buyer.

2. A bill of sale, duly executed by Seller, in the form and on the terms of the bill of sale attached hereto as Exhibit J pursuant to which Seller transfers the Personal Property and the Inventory to Buyer (the “Bill of Sale”).

3. An assignment of Intangible Property, duly executed by Seller, in the form and content of the assignment of intangible property attached as Exhibit K

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hereto, pursuant to which Seller assigns to Buyer its interest in and to the Intangible Property to Buyer (the “Assignment of Intangible Property”).

4. Seller shall use its best efforts to have all current employees of Seller agree in writing prior to the Closing Date that accrued vacation and sick time shall be assumed and paid by Buyer.

5. Any such other documents, funds or other things reasonably contemplated by this Agreement to be delivered by Seller to Buyer at the Closing.

C. Buyer's Deliveries to Seller at Closing. On the Closing Date, Buyer shall make or cause the following deliveries to Seller (unless waived in writing by Seller):

1. Cash in the amount of the balance of the Cash Consideration (and Seller shall cause FLG to deliver the Deposit to Seller or such other person).

2. A counterpart of the Assignment and Assumption Agreement, duly executed by Buyer.

3. A counterpart of the Assignment of Intangible Property, duly executed by Buyer.

4. Any such other documents, funds or other things reasonably contemplated by this Agreement to be delivered by Buyer to Seller at the Closing.

D. Prorations: No Liability for Deposits. Rent, current taxes, and other items of expense (including any prepaid insurance under the Leases and unexpired leases and contracts, or any of them) shall be prorated between Seller and Buyer as of the Closing Date. All liabilities and obligations due in respect of periods prior to or as of the Closing Date shall be the responsibility of Seller and all liabilities and obligations due in respect of periods after the Closing Date shall be the responsibility of Buyer. Buyer shall have no liability to Seller for the amount of any security or similar deposits with the landlords or other contracting parties under the Leases.

E. Transfer Taxes. Any sales, purchase, transfer, stamp, documentary stamp, use or similar taxes under the laws of the states in which any portion of the Assets are located, or any subdivision of any such state, which may be payable by reason of the sale of the Assets under this Agreement or the transactions contemplated here shall be borne and timely paid by Buyer.

F. Possession. Right to possession of the Assets shall transfer to Buyer on the Closing Date. Seller shall transfer and deliver to Buyer on the Closing Date such keys, locks and safe combinations and other similar items as Buyer may reasonably require to obtain occupation and control of the Assets, and shall also make available to Buyer at its then existing location the originals of all documents in Seller’s possession that are required to be transferred to Buyer by this Agreement.

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IV. Conditions Precedent to Closing.

A. Conditions to Seller’s Obligations. Seller’s obligation to make the deliveries required of Seller at the Closing Date shall be subject to the satisfaction or waiver in writing by Seller of each of the following conditions.

1. All of the representations and warranties of Buyer contained herein shall continue to be true and correct at the Closing in all material respects.

2. Buyer shall have executed and delivered to Seller the Assignment and Assumption Agreement.

3. Buyer shall have delivered, or shall be prepared to deliver at the Closing, all cash and other documents required of Buyer to be delivered at the Closing.

4. Buyer shall have delivered to Seller appropriate evidence of all necessary corporate action by Buyer in connection with the transactions contemplated hereby, including: (i) certified copies of resolutions duly adopted by Buyer's directors or members approving the transactions contemplated by this Agreement and authorizing the execution, delivery, and performance by Buyer of this Agreement; and (ii) a certificate as to the incumbency of officers of Buyer executing this Agreement and any instrument or other document delivered in connection with the transactions contemplated by this Agreement.

5. The Bankruptcy Court shall have entered the Sale Order in accordance with Section VIII.C. below and the Sale Order shall have become final and non-appealable.

B. Conditions to Buyer's Obligations. Buyer's obligation to make the deliveries required of Buyer at the Closing shall be subject to the satisfaction or waiver in writing by Buyer of each of the following conditions:

1. Seller shall have performed or tendered performance of each and every covenant on Seller’s part to be performed which, by its terms, is capable of performance before the Closing.

2. All representations and warranties of Seller contained herein shall continue to be true and correct at the Closing in all material respects.

3. During the period from the execution of the Agreement to the Closing Date, there has not been any material adverse change in the financial condition or the results of operations or prospects of Seller, and Seller shall have not sustained any material loss or damage to its insured or uninsured assets that materially affects its ability to conduct its business or the value of the assets to be purchased by Buyer under this agreement at the Closing.

4. There shall be no judicial or administrative proceeding pertaining to the transaction contemplated by this Agreement or to its consummation, or that could

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reasonably be expected to have a material adverse effect on Seller or any of its businesses, assets, or financial conditions.

5. Seller shall have executed and delivered to Buyer the Assignment and Assumption Agreement; the Bill of Sale; and the Assignment of Intangible Property.

6. Seller shall have delivered to Buyer all agreements contemplated in this Agreement, or otherwise pertaining to the matters covered by it.

7. Seller shall have delivered, or shall be prepared to deliver at the Closing, all other documents required of Seller to be delivered at the Closing.

8. No action, suit or other proceedings shall be pending before any court, tribunal or governmental authority seeking or threatening to restrain or prohibit the consummation of the transactions contemplated by this Agreement, or seeking to obtain substantial damages in respect thereof, or involving a claim that consummation thereof would result in the violation of any law, decree or regulation of any governmental authority having appropriate jurisdiction.

9. The Bankruptcy Court shall have entered the Sale Order in accordance with Section VIII.C. below and the Sale Order shall have become final and non-appealable.

C. Termination.

1. Termination in Absence of a Default. The Agreement may be terminated at any time by the written agreement of Seller and Buyer. The Agreement will terminate automatically and without notice to the other Party upon the closing of the sale of the Assets to an entity other than Buyer. Any Party may terminate the Agreement by providing written notice to the other Party that one or more of the conditions precedent to Closing is not satisfied as of the date for Closing set forth in Section IV.A. or B. above, as applicable.

2. Termination as a Result of a Default. If a Party materially breaches any covenant or representation or is otherwise in material default under the terms of the Agreement, the other Party may terminate the Agreement by providing written notice to the other Party and, subject to Section IX.B, may assert any rights or remedies resulting from the default.

V. Seller’s Representations and Warranties. Effective upon the Execution Date and as of the Closing Date, Seller hereby makes the following representations and warranties to Buyer:

A. Validity of Agreement. Upon the entry of the Sale Procedures Order, this Agreement shall constitute the valid and binding obligation of Seller enforceable in accordance with its terms.

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B. Organization, Standing and Power. Subject to the applicable provisions of bankruptcy law, Seller has all requisite corporate power and authority to own, lease and operate its properties, to carry on its business as now being conducted and, subject to the entry of the Sale Procedures Order, to execute, deliver and perform this Agreement and all writings relating hereto.

C. Authorization of Seller. Upon the entry of the Sale Procedures Order, the execution and delivery of this Agreement, the consummation of the transactions herein contemplated, and the performance of, fulfillment of and compliance with the terms and conditions hereof by Seller do not and will not: (i) conflict with or result in a breach of the articles of incorporation, by-laws or other governing document of Seller; (ii) violate any statute, law, rule or regulation, or any order, writ, injunction or decree of any court or governmental authority; or (iii) violate or conflict with or constitute a default under any agreement, instrument or writing of any nature to which Seller is a party or by which Seller or its assets or properties may be bound.

D. Title to Assets. Seller has valid and marketable title to the Assets and is selling, assigning, transferring, conveying and delivering the Assets to Buyer Free and Clear except as set forth in Section I.C. above.

E. Condition of Assets. The Assets include all assets that are necessary to the operation of Seller’s businesses and are in good operating condition and repair, ordinary wear and tear excepted. The Assets constitute all assets, properties, and rights, that are necessary or required to enable Buyer, following the Closing, to own, conduct, operate, and maintain the businesses as historically conducted or as proposed to be conducted without: (1) the need for Buyer to acquire or license any other asset, property or intellectual property; (2) the breach or violation of any contract, unexpired lease or commitment to which any of the Seller is bound or to which any of the Assets is subject; or (3) infringement of any intellectual property right of any other entity.

F. Compliance with Laws. Seller has complied in all material respects with all federal, state, and local statutes, laws, and regulations. Seller has not received any notice asserting any violation of any statute, law, or regulation that has not been remedied before the Execution Date.

G. Full Disclosure. None of the representations and warranties made by Seller contains or will contain any untrue statement of a material fact, or omits to state a material fact necessary to prevent the statements from being misleading.

VI. Buyer's Warranties and Representations. Effective upon the Execution Date and as of the Closing Date, Buyer hereby makes the following representations and warranties to Seller:

A. Validity of Agreement. All action on the part of Buyer necessary for the authorization, execution, delivery and performance of this Agreement by Buyer, including, but not limited to, the performance of Buyer's obligations hereunder, has been

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taken. This Agreement, when executed and delivered by Buyer, shall constitute the valid and binding obligation of Buyer enforceable in accordance with its terms.

B. Organization, Standing and Power. Buyer is a Delaware limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite power and authority to own, lease and operate its properties, to carry on its business as now being conducted and to execute, deliver and perform this Agreement and all writings relating hereto.

C. Authorization of Buyer. The execution, delivery and performance of this Agreement and all writings relating hereto by Buyer have been duly and validly authorized. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated, and the performance of, fulfillment of and compliance with the terms and conditions hereof by Buyer do not and will not: (i) conflict with or result in a breach of the by-laws of Buyer; (ii) violate any statute, law, rule or regulation, or any order, writ, injunction or decree of any court or governmental authority; or (iii) violate or conflict with or constitute a default under any agreement, instrument or writing of any nature to which Buyer is a party or by which Buyer or its assets or properties may be bound.

D. Financial Capability. As of the date hereof, Buyer has cash on hand, available financing and/or financing commitments sufficient to assume the Assumed Liabilities and pay any amounts payable by Buyer in connection with the transactions contemplated by this Agreement.

VII. “AS IS” Transaction. Buyer hereby acknowledges and agrees that, except for the representations and warranties of Seller set forth in this Agreement, Seller makes no representations or warranties whatsoever, express or implied or statutory, with respect to any matter relating to the Assets (including, without limitation, income to be derived or expenses to be incurred in connection with the Assets, the physical condition of any personal property comprising a part of the Assets or which is the subject of any unexpired lease or contract to be assumed by Buyer at Closing, the merchantability or fitness of the Personal Property or any other portion of the Assets for any particular purpose, and/or noninfringement, or any other matter or thing relating to the Assets or any portion thereof). Buyer further acknowledges that Buyer has conducted an independent inspection and investigation of the physical condition of all portions of the Assets and all such other matters relating to or affecting the Assets as Buyer deemed necessary or appropriate and that in proceeding with its acquisition of the Assets, Buyer is doing so based solely upon such independent inspections and investigations. Accordingly, except for the representations and warranties of Seller set forth in this Agreement, Buyer will accept the Assets at the Closing “AS IS/WHERE IS,” and “WITH ALL FAULTS.”

VIII. Covenants of the Parties.

A. Access to Records and Properties of Seller. From and after the Execution Date until the Closing Date, Seller shall afford to Buyer's officers, independent public accountants, counsel, lenders, consultants and other representatives,

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reasonable access for examination at all reasonable times to the Assets and all records pertaining to the Assets. Buyer, however, shall not be entitled to access to any materials containing privileged communications or information about employees, disclosure of which might violate an employee's reasonable expectation of privacy. Buyer expressly acknowledges that nothing in this Section VIII.A. is intended to give rise to any contingency to Buyer's obligations to proceed with the transactions contemplated herein.

B. Conduct of Business in Normal Course. Seller shall carry on its businesses and activities diligently, in the ordinary course, and in substantially the same manner as they previously have been carried out and will not make or institute any unusual or new methods of manufacture, purchase, sale, lease, franchise, insurance, employment, management, accounting, or operation that vary materially from those methods used by Seller on the Execution Date.

C. Bankruptcy Court Matters.

1. Seller shall use its reasonable best efforts to obtain approval of this Agreement as a “stalking horse” agreement and related sales procedures governing an auction at the hearing currently scheduled for July 10, 2014 and obtain a Sales Procedures Order by no later than July 15, 2014 or such extended date as the parties may agree.

2. Reserved.

3. The Sale Procedures Order shall include, in addition to other standard terms, the following: (a) Buyer shall be entitled to (i) a “break-up fee” of $550,000 (“Break-Up Fee”) in the event of a consummation of an Alternative Transaction (as defined below), promptly but in no event later than two (2) business days following such consummation, or if any order of the Bankruptcy Court relating to this Agreement shall be appealed by any person or entity (or a petition for certiorari or motion for reconsideration, amendment, clarification, modification, vacation, stay, rehearing or re-argument shall be filed with respect to any such order) and Seller does not defend against any such appeal, petition or motion as of or prior to the expiration of the deadline to file a written response under applicable rules for any such appeal, petition or motion without regarding to any extension, court order or stipulation extending such deadlines, promptly but in no event later than two (2) business days after such filing deadline; “Alternative Transaction” shall mean the consummation of a recapitalization, reorganization, merger, business combination or sale of substantially all assets of the Seller or any similar transaction or the confirmation of a plan of reorganization and (ii) the Expense Reimbursement following any termination of this Agreement under the last sentence of Section II.C; (b) Buyer, as the “stalking horse,” shall be permitted to credit bid its Break-Up Fee at the outset of the bidding; (c) the valuation of Buyer’s bid shall be set at $12,200,000 in cash, plus the Rent Credit in cash, plus the assumption of the Assumed Liabilities (the “Initial Bid”); (d) the initial overbid, if any, at the Auction shall be no less than $12,850,000 in cash, plus the Rent Credit in cash, plus the Assumed Liabilities (“Initial Overbid”), which is comprised of: (i) the Initial Bid, plus (ii) $100,000, plus (iii) an amount equal to the Break-Up Fee; (e) any subsequent competing

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bid shall be no less than $100,000 higher than the last bid; and (f) the Seller may designate Buyer or any other bidder at the Auction as a “back-up bidder” in accordance with the Sale Procedures Order. As soon as practicable after the Auction, Buyer shall select the successful bidder for the sale of the Assets (“Successful Bidder”).

4. No later than July 15, 2014, Seller shall file with the Bankruptcy Court a motion under appropriate provisions of the Bankruptcy Code (11 U.S.C. §§ 101, et seq.) seeking approval of the transactions contemplated under this Agreement (the “Sale Motion”), including the following provisions: (a) approval of the sale of the Assets to Buyer on the terms and conditions set forth in this Agreement and authorizing the Seller to proceed with this transaction; (b) a specific finding that Buyer is a good faith purchaser of the Assets and this Agreement was negotiated, proposed and entered into by the Parties without collusion and from arm’s length bargaining positions; (c) the sale of the Assets to Buyer is made Free and Clear; (d) Buyer shall not be subject to any vicarious or successor liability for the obligations of Seller; (e) Buyer shall be permitted to use Seller’s licenses, permits, registrations and qualifications until Buyer is able to secure its own corresponding licenses, permits, registration and qualifications through transfer from Seller or new issuance, and (f) approval of Seller’s assumption and assignment of the Leases, Installment Agreements, License Agreement and Franchise Agreements pursuant to section 365 of the United States Bankruptcy Code and an order directing Buyer and Seller to pay any cure amounts payable to the other parties to the Leases, Installment Agreements, License Agreement and Franchise Agreements in accordance with this Agreement as a condition to such assignment and assumption.

5. After filing the Sale Motion, Seller shall use its reasonable best efforts to obtain a hearing on the Sale Motion no later than August 5, 2014; and to obtain entry of the Sale Order on or before August 28, 2014.

6. In the event that another bidder is selected as the Successful Bidder, Seller may designate Buyer as a “back-up bidder” in accordance with the Sale Procedures Order and may retain the Deposit in accordance with Section II.D or until the Bankruptcy Court issues an appropriate order directing the return or application of the Deposit (but in no event later than the Outside Date).

7. In the event the Sale Order has not been entered by August 13, 2014, or the Bankruptcy Court grants approval of a sale of the Assets to a purchaser other than Buyer, and has not designated Buyer as a back-up bidder, Seller shall return the Deposit.

8. Seller shall consult with Buyer and its representatives concerning any order of the Bankruptcy Court relating to this Agreement and the sale process and provide Buyer with copies of applications, pleadings, notices, proposed orders and other documents relating to such proceedings as soon as reasonably practicable prior to any submission thereof to the Bankruptcy Court. Seller further covenants and agrees that, after the Closing, the terms of any Chapter 11 plan of reorganization or liquidation submitted to the Bankruptcy Court or any other court for confirmation shall not conflict with, supersede, abrogate, nullify or restrict the terms of this Agreement, or in any way

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prevent or interfere with the consummation or performance of the transactions contemplated by this Agreement. Any changes to the Sale Procedures Order or the Sale Order must be approved by Buyer.

D. Non-Solicitation. If Buyer is the winning bidder at the Auction, following the Auction, Seller is not permitted to cause its representatives and affiliates to, directly or indirectly, initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, any other person or entity (excluding Buyer its affiliates, agents and representatives) in connection with any sale or other disposition of the purchased Assets. In addition, if Buyer is the winning bidder at the Auction, Seller shall not after completion of the Auction respond to any alternative proposal for any of the Assets or perform any other acts related thereto, including supplying information relating to Seller’s business and the assets of Seller to prospective buyers of any of the Assets.

E. Employee Matters.

1. Seller shall reasonably assist Buyer to engage, in Buyer’s sole discretion, the services of Seller's officers and employees (“Prospective Employees”), on terms and conditions satisfactory to Buyer and such Prospective Employees. Buyer shall be provided access to, and be allowed to communicate with, such Prospective Employees. Seller shall not, and shall not attempt to, engage or transfer the services of any of the Prospective Employees to any other business.

2. At least two (2) business days prior to the Closing Date, Buyer shall, in consultation with Seller, identify the names of the Prospective Employees whose services Buyer wishes to engage. Such individuals who accept such offer or otherwise continue employment with Buyer are hereinafter referred to as the “Buyer Employees.” Nothing herein shall obligate Buyer to employ any Buyer Employee for any particular length of time following the Closing Date.

3. Nothing herein expressed or implied is intended to confer on any person other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Section VIII.E.

4. Nothing contained in this Section VIII.E or elsewhere in this Agreement shall be construed to prevent the termination of employment of any individual Buyer Employee or any change in the employee benefits available to any individual Buyer Employee.

F. Name Change; Chapter 7 or Liquidating Plan. Within ten (10) days after the Closing, Seller shall take all steps necessary to effect a change in its corporate name to remove the words “HDOS”, “Hot Dog on a Stick” or any subset thereof (collectively, the “Seller Names”) from such name. Seller agrees that it shall (i) as soon as practicable after the Closing Date and in any event within ten (10) days following the Closing Date, cease to make any use of the Seller Names or any service marks, trademarks, trade names, identifying symbols, logos, emblems, signs or insignia

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related thereto or any of the Intangible Property or containing or comprising the foregoing, including any name or mark confusingly similar thereto (collectively, the “Seller Marks”), and (ii) immediately after the Closing, cease to hold itself out as having any affiliation with the Seller’s business. As promptly as practicable but in no event later than thirty (30) days following the Closing Date, Seller shall remove, strike over, cover, block or substantially obliterate all Seller Marks from any vehicles, displays, signs, promotional materials or other similar materials then owned by it. Seller shall not file a motion in the Bankruptcy Court for a liquidating plan, to dismiss the Bankruptcy Case or to convert the Bankruptcy Case to a case under Chapter 7 of the Bankruptcy Code after the Closing until it has provided fourteen (14) days’ written notice to Buyer.

G. Purchase Price Allocation. Within sixty (60) days following the Closing, Buyer shall deliver to Seller a proposed allocation of the Purchase Price (including the Assumed Liabilities and any other amounts properly included therein) among the Purchased Assets in accordance with Section 1060 of the Code and Treasury Regulations thereunder (and any similar provision of state, local or foreign law, as applicable). Seller shall have fifteen (15) days following receipt of Buyer’s proposed allocation to review and comment on such proposed allocation and Buyer shall consider such comments in good faith. Thereafter, Buyer shall provide Seller with Buyer’s final allocation schedule (the “Final Allocation”). Seller and Buyer agree to cooperate with each other in preparing IRS Form 8594 (including any subsequent adjustments required thereto) in a manner consistent with such Final Allocation, and to furnish the other with a copy of such form prepared in draft form within a reasonable period before its filing due date. If such Final Allocation is disputed by any tax authority or other Governmental Body, Buyer or Seller, after receiving notice of such dispute, will promptly notify the other Party and the Parties will use their reasonable best efforts to sustain the Final Allocation. Neither Buyer nor Seller shall take any position (including in any tax returns, reports, audits or otherwise) that is inconsistent with such allocation, unless otherwise required pursuant to a final determination by a court of competent jurisdiction or pursuant to a closing agreement with the U.S. Internal Revenue Service entered into pursuant to Section 7121 of the Code. The Purchase Price allocation determined in connection with this Section VIII.G shall be utilized for tax reporting purposes only. For the avoidance of doubt, such allocation shall not be binding upon any Party for purposes other than tax reporting or used as evidence, or for any other purpose, in connection with any dispute regarding valuation or allocation of the Purchase Price and/or Assumed Liabilities.

H. Tax Matters. Buyer and Seller agree to furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the purchased Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any tax return, claim for refund or other required or optional filings relating to tax matters, for the preparation for and proof of facts during any tax audit, for the preparation for any tax protest, for the prosecution or defense of any suit or other proceeding relating to tax matters and for the answer to any inquiry relating to tax matters by any governmental body. Seller shall have the right to control the conduct of the defense of any audit, claim, proceeding, investigation, or other controversy relating to taxes (“Tax Claim”) of Seller for any taxable period ending on or

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prior to the Closing Date; provided, however, that Seller will not have the right to settle any such Tax Claim if the resolution or determination of such Tax Claim is reasonably likely to materially adversely affect Buyer without first obtaining Buyer’s written consent, such consent to not be unreasonably withheld, conditioned or delayed.

I. Withholding. Buyer shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to Seller or any other person or entity such amounts as Buyer is required to deduct and withhold under the Code, or any tax law, with respect to the making of such payment. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person or entity in respect of whom such deductions and withholding was made.

IX. Miscellaneous.

A. Damage and Destruction; Condemnation. Seller shall notify Buyer immediately of the occurrence of any damage to or destruction of any of the Assets which occurs prior to the Closing Date. In the event of any damage to or destruction of the Assets which is not fully covered by insurance, or in the event any such condemnation or other proceedings are instituted or maintained, Buyer, at its option and in addition to all other rights and remedies, may either (i) terminate this Agreement, or (ii) consummate the purchase provided for by this Agreement. In all other events or in the event that Buyer elects to consummate the purchase pursuant to (ii) above, all insurance or condemnation proceeds, including business interruption and rental loss proceeds, collected and retained by Seller prior to the Closing Date, together with an amount equal to all deductible amounts under the insurance policies covering such damage or destruction and amounts not covered by insurance (which amounts shall be agreed upon in good faith by Seller and Buyer and approved by the Bankruptcy Court), shall be credited against the Purchase Price on Buyer’s account, and all entitlement to all other insurance or condemnation proceeds arising out of such damage or destruction or proceedings and not collected prior to the Closing Date.

B. Injunction. The Parties agree that damages at law would be an inadequate remedy for the breach of any of the covenants, promises and agreements contained in this Agreement by Seller, and, accordingly, Buyer shall be entitled to injunctive relief (without the posting of any bond) with respect to any such breach, including without limitation specific performance of such covenants, promises or agreements or an order enjoining Seller from any threatened, or from the continuation of any actual, breach of the covenants, promises or agreements contained in this Agreement. The rights set forth in this Section IX.B shall be in addition to any other rights which Buyer may have at law or in equity in connection with this Agreement. Notwithstanding anything to the contrary set forth in this Agreement (including the foregoing sentences of this Section IX.B), Seller acknowledges and agrees that Seller may not seek specific performance for any reason to require Buyer to consummate the transactions (or any portion thereof) contemplated hereby under any circumstance and the sole and exclusive remedy of Seller for any breach of this Agreement or any failure of Buyer to consummate such transactions shall be as set forth in Section II.D.

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C. Notification of Certain Matters. Seller shall promptly inform Buyer in writing of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which would cause any of the representations or warranties in this Agreement of Seller to be untrue or inaccurate in any material respect at or prior to the Closing Date and (ii) the occurrence of any material failure of Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.

D. Entire Agreement. This Agreement and the documents to be executed pursuant hereto contain the entire agreement between the Parties relating to the sale of the Assets. Any oral representations or modifications concerning this Agreement or any such other document shall be of no force and effect excepting a subsequent modification in writing, signed by the Party to be charged.

E. Modification. This Agreement may be modified, amended or supplemented only by a written instrument duly executed by the Parties hereto.

F. Severability. Should any term, provision or paragraph of this Agreement be determined to be illegal or void or of no force and effect, the balance of the Agreement shall survive except that, if Buyer cannot acquire and Seller cannot sell substantially all of the Assets, either party may terminate this Agreement, and it shall be of no further force and effect, unless both Parties agree in writing to the contrary.

G. Captions. All captions and headings contained in this Agreement are for convenience of reference only and shall not be construed to limit or extend the terms or conditions of this Agreement.

H. Further Assurances. Each Party will execute, acknowledge and deliver any further assurance, documents and instruments reasonably requested by any other party hereto for the purpose of giving effect to the transactions contemplated herein or the intentions of the Parties with respect thereto.

I. Waiver. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

J. Brokerage Obligations. The Seller and the Buyer each represent and warrant to the other that, such Party has incurred no liability to any real estate broker or agent with respect to the payment of any commission regarding the consummation of the transactions contemplated under the Agreement. It is agreed that if any claim for commissions, fees or other compensation, including, without limitation, brokerage fees, finder's fees, or commissions is ever asserted against Buyer or Seller in connection with this transaction, all such claims shall be handled and paid by the Party whose actions form the basis of such claim and such party shall indemnify, defend (with counsel reasonably satisfactory to the Party entitled to indemnification), protect and save and hold the other harmless from and against any and all such claims or demands

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asserted by any person, firm or corporation in connection with the transaction contemplated under this Agreement.

K. Payment of Fees and Expenses. Each Party to shall be responsible for, and shall pay, all of its own fees and expenses, including those of its counsel, incurred in the negotiation, preparation and consummation of the Agreement and the transaction described herein. The prevailing party in any litigation between the Parties shall be entitled to recover costs and expenses of such litigation, including reasonable attorneys’ fees and experts’ fees and costs.

L. Survival. The respective representations, warranties, covenants and agreements of Seller and Buyer herein, or in any certificates or other documents delivered prior to or at the Closing, shall lapse and be no further force and effect as of the Closing.

M. Assignments. This Agreement shall not be assigned by either Party without the prior written consent of the other Party; provided, however, that Buyer may, without the consent of Seller, assign its rights, interests, and obligations hereunder to one or more of its affiliates, but no such assignment shall relieve Buyer of its obligations under this Agreement.

N. Binding Effect. Subject to the provisions of Section IX.M above, this Agreement shall bind and inure to the benefit of the respective heirs, personal representatives, successors, and assigns of the Parties, including bankruptcy trustees, creditors’ committees, and liquidating agents, the Non-Recourse Parties with respect to Section IX.V and the Buyer Released Parties with respect to Section IX. W and Section IX.X.

O. Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given (i) when delivered personally by hand (with written confirmation of receipt), (ii) when sent by facsimile (with written confirmation of transmission) or electronic mail (and no notice of failure of delivery was received within a reasonable time after such message was sent) or (iii) one (1) business day following the day sent by overnight courier (with written confirmation of receipt), in each case at the following addresses, facsimile numbers and email addresses (or to such other address, facsimile number or email address as a Party may have specified by notice given to the other Party pursuant to this provision):

If to Seller, to:

HDOS Enterprises 5942 Priestly Drive Carlsbad, CA 92008 Attention: Dan Smith, President and Chief Executive Officer Facsimile: (760) 930-0420 Email: [email protected]

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with a copy to:

Friedman Law Group, P.C. 1900 Avenue of the Stars 11th Floor Los Angeles, CA 90067 Attention: J. Bennett Friedman, Esq. Facsimile: (310) 552-8210 Email: [email protected]

with a copy to:

Pachulski Stang Ziehl & Jones LLP 10100 Santa Monica Blvd., 13th Floor Attention: Jeffrey N. Pomerantz, Esq. Facsimile: (310) 201-0760 Email: [email protected]

If to Buyer, to:

c/o Global Franchise Group, LLC 1346 Oakbrook Drive Suite 170 Norcross, GA 30093 Attention: Christopher Dull Facsimile: (770) 514-4903 Email: [email protected]

with a copy to:

Klee, Tuchin, Bogdanoff & Stern LLP

1999 Avenue of the Stars, 39th Floor Los Angeles, California 90067 Attention: Vijay Sekhon, Esq. and David Guess, Esq. Facsimile: (310) 407-9090 Email: [email protected] and [email protected]

with a copy to:

Levine Leichtman Capital Partners, Inc. 335 North Maple Drive, Suite 130 Beverly Hills, CA 90210 Attention: Steven Hartman and David Wolmer Facsimile: (310) 275-1305 Email: [email protected] and [email protected]

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Each Party entitled to notice may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other Party notice in the manner herein set forth.

P. Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of California, except to the extent that federal bankruptcy law may be applicable, in which case federal bankruptcy law shall apply.

Q. Good Faith. Buyer and Seller agree to do all acts and execute all documents required to carry out the terms of this Agreement and to act in good faith with respect to the terms and conditions contained herein before and after Closing.

R. Construction. In the interpretation and construction of this Agreement, the Parties acknowledge that the terms of this Agreement reflect extensive negotiations between the Parties and that the Agreement shall not be deemed, for the purpose of construction and interpretation, drafted by either Party.

S. Counterparts. This Agreement may be signed in counterparts. The Parties further agree that the Agreement may be executed by the exchange of facsimile or electronic signature pages provided that by doing so the Parties agree to undertake to provide original signatures as soon thereafter as reasonable under the circumstances.

T. Time is of the Essence. Time is of the essence in this Agreement, and all of the terms, covenants and conditions of this Agreement.

U. Bankruptcy Court Jurisdiction. TO THE EXTENT AUTHORIZED BY 28 U.S.C. § 1334, BUYER AND SELLER AGREE THAT THE BANKRUPTCY COURT SHALL HAVE EXCLUSIVE JURISDICTION OVER ALL DISPUTES AND OTHER MATTERS RELATING TO (i) THE INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT OR ANY ANCILLARY DOCUMENT EXECUTED PURSUANT HERETO; AND/OR (ii) THE ASSETS AND/OR LIABILITIES AFFECTED BY THIS AGREEMENT, AND BUYER EXPRESSLY CONSENTS TO AND AGREES NOT TO CONTEST SUCH EXCLUSIVE JURISDICTION.

V. No Recourse. The Parties acknowledge that (i) no past, present or future direct or indirect equity holder of Buyer or any of its affiliates, (ii) no past, present or future member of any board of directors of Buyer or any of its affiliates, and (iii) no past, present or future director, officer, member, or employee of Buyer or any of its affiliates (such Persons described in clauses (i)-(iii) above, the “Non-Recourse Parties”) is a party to this Agreement. The Parties further acknowledge that none of the Non-Recourse Parties, whether individually or collectively, shall have any liability whatsoever of any kind or description for any obligations or liabilities of Buyer under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby or thereby. Accordingly, the Parties hereby agree that in the event (a) there is any alleged breach or alleged default or breach or default by any Party under

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this Agreement or (b) any Party has or may have any claim arising from or relating to the terms of this Agreement, no Party shall, or shall have any right to, commence any proceedings or otherwise seek to impose any Liability whatsoever of any kind or description on or against the Non-Recourse Parties, whether collectively or individually, by reason of such alleged breach, default or claim.

W. Release. Effective as of the Closing, Seller, on behalf of itself and its bankruptcy estate (including any trustee, assignee or successor thereto and any Person purporting to assert standing on behalf thereof) hereby irrevocably waives and releases Buyer and its affiliates, shareholders, directors, officers, employees, attorneys, agents and representatives (collectively, and specifically including Levine Leichtman Capital Partners, Inc., Levine Leichtman Capital Partners IV, L.P., Global Franchise Group, LLC, and their respective officers, directors, employees, agents and representatives, the “Buyer Released Parties”) from any and all liabilities, actions, rights of action, contracts, indebtedness, obligations, claims, causes of action, suits, damages, demands, costs, expenses and attorneys' fees whatsoever, of every kind and nature, known or unknown, disclosed or undisclosed, accrued or unaccrued, existing at any time, other than those arising out of the knowing or willful fraud or criminal misconduct of such Buyer Released Party, that Seller or its affiliates and all such Person's respective successors and assigns, including Seller's bankruptcy estate, ever had, have or may have against any of the Buyer Released Parties.

X. Waiver of Civil Code Section 1542. With respect to the releases provided in Section IX.W, each Party hereby knowingly, voluntarily and expressly waives any and all rights such party may have pursuant to Section 1542 of the California Civil Code, which reads as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

The Parties acknowledge that they may hereafter discover facts different from or in addition to those now known or believed to be true with respect to the matters released hereunder, and agree that this Agreement and the releases provided in Section IX.W shall remain effective in all respects notwithstanding the discovery or existence of any such different or additional facts.

Y. Preservation of Records; Post-Closing Access and Cooperation.

(a) For a period equal to the earlier of (i) two (2) years after the Closing Date and (ii) the closing of the Bankruptcy Case by the Bankruptcy Court, Buyer shall preserve and retain, all corporate, accounting, legal, auditing, human resources and other books and records in its possession (including any documents relating to any governmental or non-governmental claims, actions, suits, proceedings or investigations) relating to the operation of Business and the Assets prior to the Closing Date.

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(b) Buyer shall, after the Closing Date and subject to the execution by Seller of a customary confidentiality agreement, afford promptly to Seller and its representatives (or its designee or successors, which may include the trustee of a liquidating trust) reasonable access during normal business hours to the offices, facilities, books, records, officers and employees of the Business as reasonably requested by Seller for the purpose of winding-up its affairs and finalizing the administration of the Bankruptcy Case. In addition, Buyer shall provide Seller (or, its designee or successors), at no cost to Seller, with reasonable access to various personnel to whom Seller may need continued access after Closing during regular business hours of Buyer and at Buyer’s business locations to assist Seller in furtherance of the purposes set forth herein; provided, that such access does not unreasonably interfere with Buyer's business operations. Thereafter, access shall be permitted upon reasonable written request of Seller, at Seller's sole cost and expenses, which shall include any actual and reasonable out-of-pocket expenses of Buyer. Seller shall be permitted to make copies of any books and records transferred to Buyer at Seller’s sole cost and expense.

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EXHIBIT “A” (Non-Residential Leases)

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Store # Mall Name and Property Address 11 Muscle Beach, 1633 Ocean Front, Santa Monica, CA 90041

15 Fashion Place Mall, 6191 South State, #357, Murray, UT 84107

18 Culver City, 6000 S. Sepulveda Blvd #2286, Culver City, CA 90230

19 Coronado Center, 6600 Menaul Boulevard, NE, Ste #40-6, Albuquerque, NM 87110

21 Santa Maria Town Center, 197 Santa Maria Town Center East, Santa Maria, CA 93454

24 Parkway Plaza, 713 Parkway Plaza, El Cajon, CA 92020

26 Glendale Galleria, 1146 Glendale Galleria, Glendale, CA 91210

29 Vintage Fair Modesto, 3401 Dale Road, #443, Modesto, CA 95356

32 Puente Hills Mall, 1600 S. Azusa Avenue, Unit #169G, City of Industry, CA 91748-1617

36 The Oaks Shopping Center, 382 W. Hillcrest Drive, Suite 6, Thousand Oaks, CA 91360

37 The Meadows Mall, 4300 Meadows Lane, #5010, Las Vegas, NV 89107

41 The Shops at Mission Viejo, 1005 The Shops at Mission Viejo, Sp. VC-05, Mission Viejo, CA 92691

46 Fashion Show, 3200 Las Vegas Blvd., Space #3150, Las Vegas, NV 89109 47 Clackamas Town Center, 12000 S.E. 82nd Avenue, Space # L107, Happy Valley, OR 97086

49 South Bay Pavilion, 463 Carson Mall, Carson, CA 90746 52 Westfield Plaza Bonita, 3030 Plaza Bonita Road, Space FC-9, National City, CA 91950

54 Santa Rosa Plaza, 2103 Santa Rosa Plaza, Santa Rosa, CA 95401 57 Serramonte Center, 80-B Serramonte Center, Daly City, CA 94015 58 Windward Mall, 46-056 Kamehameha Highway, Space #FC-2, Kaneohe, HI 96744 Case 2:14-bk-12028-NB Doc 419 Filed 07/11/14 Entered 07/11/14 18:19:53 Desc Main Document Page 31 of 67

61 Brea Mall, 2153 Brea Mall, Brea, CA 92821

63 Westfield Palm Desert, 72-840 Highway 111, Space 357, Palm Desert, CA 92260 64 Capitola Mall,1855 41st Avenue, Space #R-2, Capitola, CA 95010 67 The Boulevard Mall, 3532 Maryland Parkway, Las Vegas, NV 89169 70 Burbank Town Center, 201 East Magnolia Boulevard, #383, Burbank, CA 91501 71 The Galleria at South Bay, 1815 Hawthorne Boulevard, #309, Redondo Beach, CA 90278

73 Southland Mall, 13 Southland Mall Dr., Hayward, CA 94545 74 Montebello Town Center, 1644 Montebello Town Center, Montebello, CA 90640 75 Montclair Plaza, 2022 Montclair Plaza Lane, Montclair, CA 91763 76 Fashion Fair, 521 East Shaw Avenue, #101, Fresno, CA 93710 78 Westfield North County, 200 Via Rancho Parkway, Space #435, Escondido, CA 92025

82 Plaza Camino Real, 2525 El Camino Real, Space #262, Carlsbad, CA 92008 85 Los Cerritos Center, 121 Los Cerritos Center, Cerritos, CA 90703 87 Newpark Mall, #2073 Newpark Mall, Newark, CA 94560 88 The Mall at Victor Valley, 14440 Bear Valley Road, Suite #725-B, Victorville, CA 92392

89 Solano Town Center Fair, 1350 Travis Boulevard, Ste 1515, Fairfield, CA 94533 90 Anchorage, 320 West 5th Street, Sp #406, Anchorage, AK 99501 96 Westfield Mainplace, 2800 North Main Street, #584, Santa Ana, CA 92705 98 Galleria at Tyler, 1120 Galleria at Tyler, #F-6A, Riverside, CA 92503 100 Northridge Mall, 1590 Northridge Mall, Salinas, CA 93906 101 Moreno Valley Mall, 22500 Town Circle, #2145, Moreno Valley, CA 92553 102 Sierra Vista, 1050 Shaw Avenue, #1054, Clovis, CA 93612 103 Westfield Valencia Town Center, 24201 West Valencia Boulevard, Suite #106, Valencia, CA 91355

105 Stonestown Galleria, 3251 20th Ave., Space #250-J, San Francisco, CA 94132 108 Westfield Oakridge,925 Blossom Hill Rd, #1617, San Jose, CA 95123 109 Plaza West Covina, 803 Plaza Drive, West Covina, CA 91790 112 Valley Plaza, 2701 Ming Avenue, #F-9, Bakersfield, CA 93304 113 Westfield Santa Anita, 400 South Baldwin, 803-L, Arcadia, CA 91007

2

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116 Great Mall, 610 Great Mall Drive, Milipitas, CA 95035 118 Westfield Topanga, 6600 Topanga Canyon Blvd., 1098A, Canoga Park, CA 91303 120 Westside Pavillion, 10800 W. Pico Blvd., Los Angeles, CA 90064 121 Arden Fair, 1868 Arden Way, #1104, Sacramento, CA 95833 122 West Valley, 3200 N. Naglee Road, Sp #185, Tracy, CA 95304 123 Meadowwood Mall, 1 Meadowood Mall, Space #H-104, Reno, NV 89502 124 The Galleria at Sunset, 1300 W. Sunset Road, #2805, Henderson, NV 89104 125 Cottonwood, 10000 Coors Blvd. NW, #VC4, Albuquerque, NM 87114 126 Prince Kuhio Plaza, 111 E. Puainako, Space #428, Hilo, HI 96720 127 Stoneridge Shopping Center, 2463 Stoneridge Mall, Pleasanton, CA 94588 128 Hillsdale Shopping Center, 44 Hillsdale Mall, #6074, San Mateo, CA 94403 130 Fashion Outlets of Las Vegas, 32100-442 P Las Vegas Blvd. South, Primm, NV 89019

137 Promenade Temecula, 40820 Winchester Road, Space #FC4, Temecula, CA 92591

140 Fashion Valley, 7007 Friars Road, Suite 925, San Diego, CA 92108 153 Pacific View Mall, 3301 E. Main Street, Sp #2541, Ventura, CA 93003 155 Glendale Galleria, 3217 Glendale Galleria, Glendale, CA 91210 159 South Towne Center, 10450 South State Street, Sandy, UT 84070 160 Antelope Valley Mall, 1233 Rancho Vista Blvd, #805, Palmdale, CA 93551 164 Inland Center, 110 Inland Center, Unit J, San Bernardino, CA 92408 170 Layton Hills Mall, 1076 Layton Hills Mall FC-05, Layton, UT 84041 173 The Gateway, 140 S. Rio Grande St. #5, Salt Lake City, UT 84101 176 Valley Fair Mall, 3601 S 2700 W, #E118, West Valley City, UT 84119 178 Provo Towne Center, 1200 Towne Centre Blvd, Space #2086, Provo, UT 84601 180 Victoria Gardens, 12434 North Main Street, Sp #118, Rancho Cucamonga, CA 91739

185 Citadel Outlets, 150 Citadel Dr. Sp.# FC D-2, Commerce, CA 90040 191 Otay Ranch Town Center, 2015 Birch Road Sp. #503, Chula Vista, CA 91915 202 Westfield Fashion Square, 14006 Riverside Drive, Sp #9270 (Storage #SM248), Sherman Oaks, CA 91423 203 2721 West 7800 South, West Jordan, UT 84088

204 Ontario Mills, 1 Mills Circle, Suite FC09, Ontario, CA 91764

207 5181 W Charleston Blvd., #110, Las Vegas, NV 89146

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208 1659 Warm Springs Road, #100, Henderson, NV 89014

710 HDOS Enterprises Corporate Office, 5942 Priestly Drive, Carlsbad, CA 92008

921 Arden Fair, 1868 Arden Way, #2016, Sacramento, CA 95833

4

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EXHIBIT “B” (Motor Vehicle Leases)

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EXHIBIT “C” (Installment Purchase Agreements)

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EXHIBIT “D” (Security Deposits to any Leases)

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EXHIBIT “E” (Hot Dog on a Stick Fair Company License Agreement)

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EXHIBIT “F” (Franchise Agreements)

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EXHIBIT “G” (List of Personal Property)

THE LIST OF PERSONAL PROPERTY IS OVER 100 PAGES LONG. CONTACT DEBTOR’S COUNSEL FOR A COMPLETE COPY OF THE LIST OF PERSONAL PROPERTY.

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EXHIBIT “H” (List of Intangible Property)

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EXHIBIT “I” (Assignment and Assumption Agreement)

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ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated [______], 2014 (this “Assignment”), is executed and delivered pursuant to (1) that certain Asset Purchase Agreement (the “APA”), dated as of July 9, 2014, between HDOS Acquisition, LLC, a Delaware limited liability company (“Assignee”), and HDOS Enterprises, a California corporation (“Assignor”), and (2) the Order Granting Debtor’s Motion for Approval of Sale of Substantially All Assets Free of Liens Pursuant to 11 U.S.C. §§ 105, 363(f) and 365 (the “Order”), entered on [______], 2014, by the United States Bankruptcy Court for the Central District of California Los Angeles Division. Capitalized terms used but not defined herein have the meanings given to them in the APA.

RECITALS

WHEREAS, Assignor currently is in the business of operating fast food restaurants in various locations as well as franchising its intellectual property to certain other operators from its corporate headquarters in Carlsbad, California.

WHEREAS, pursuant to the APA, Assignor has agreed to sell to Assignee and Assignee has agreed to acquire from Assignor all of the purchased Assets of Assignor set forth in the APA free and clear of all liens, claims, encumbrances and other interests pursuant to 11 U.S.C. § 363(f) (“Free and Clear”).

WHEREAS, pursuant to the APA, Assignor has agreed to assign to Assignee and Assignee has agreed to accept the assignment of certain contracts and unexpired leases (the “Purchased Contracts”).

WHEREAS, Assignor desires to assign the Purchased Contracts to Assignee, and Assignee desires to accept the assignment of the Purchased Contracts from Assignor and assume all of Assignor's obligations under the Purchased Contracts that arise after the Closing.

A G R E E M E N T

NOW, THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

1. Assignor does hereby assign and transfer to Assignee all of Assignor's right, title and interest in and to the Purchased Contracts and Assignee does hereby accept from Assignor all such right, title and interest, subject to the terms and conditions set forth in this Assignment, to have and to hold the same unto Assignee, the Assignee's successors and assigns, Free and Clear except as may be specifically set forth in the APA.

2. Assignee hereby assumes and agrees to perform and fulfill all of the Case 2:14-bk-12028-NB Doc 419 Filed 07/11/14 Entered 07/11/14 18:19:53 Desc Main Document Page 56 of 67

terms, covenants, conditions, and obligations required to be performed and fulfilled by Assignor after the Closing under the Purchased Contracts.

3. Assignor hereby represents, warrants and covenants that (a) the copies of the Purchased Contracts given to Assignee are true and accurate copies of the Purchased Contracts currently in effect between Assignor and the parties thereto and that no other agreement whatsoever exists which affects Assignor's rights or obligations as a party to any of the Purchased Contracts, (b) the Purchased Contracts are in full force and effect and neither Assignor nor the contracting party thereunder are to the best knowledge of Assignor, currently in default under the terms thereunder except as disclosed by Assignor to Assignee; (c) Assignor is not aware of any acts or events which, with the passage of time or the giving of notice or both, could become a default under the Purchased Contracts by Assignor or any party to any of the Purchased Contracts.

4. Assignor shall indemnify, defend and hold harmless Assignee from and against any and all obligations, claims, damages, losses, costs or expenses, including attorneys' fees and court costs, arising in connection with Assignor's failure to fulfill Assignor's obligations under the Purchased Contracts and accruing with respect to the period on or prior to the Closing.

5. Assignee shall indemnify, defend and hold harmless Assignor from and against any and all obligations, claims, damages, losses, costs or expenses, including attorneys' fees and court costs, arising in connection with Assignee's failure to fulfill Assignee's obligations under the Purchased Contrasts and accruing with respect to the period subsequent to the date of the Closing.

6. Assignor and Assignee each do hereby warrant, represent and guarantee that the person executing this Assignment has the authority to execute this Assignment and bind Assignor and Assignee with respect to the matters as contained in this Assignment.

7. In any action or proceeding between Assignor and Assignee to enforce the obligations of the parties under this Assignment or concerning the meaning or interpretation of this Assignment, the prevailing party shall be entitled to recover its reasonable costs and expenses of such proceeding, including, without limitation, reasonable attorneys' fees.

8. This Assignment shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, executors, administrators, successors in interest, and assigns.

9. This Assignment shall be governed by and construed in accordance with the laws of the State of California.

10. Assignor agrees that it shall fully cooperate with Assignee and shall undertake any and all further acts necessary and execute any and all documents and instruments necessary to effectuate the assignment to of the Purchased Contracts.

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11. This Assignment is subject to and governed entirely in accordance with the terms and conditions of the APA and the Order, and in the event of any conflict or inconsistency between the terms of the Agreement and the Order and the terms hereof, the terms of the Agreement and the Order shall govern.

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IN WITNESS WHEREOF, the parties have executed this Assignment as of the date first above written.

ASSIGNOR:

HDOS Enterprises, a California corporation

By:______

Name:______

Title:______

ASSIGNEE:

HDOS Acquisition, LLC, a Delaware limited liability company

By:______

Name:______

Title:______

3

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EXHIBIT “J” (Bill of Sale)

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BILL OF SALE

THIS BILL OF SALE, dated [______], 2014, is executed and delivered pursuant to (1) that certain Asset Purchase Agreement (the “Agreement”), dated as of July 9, 2014, between HDOS Acquisition, LLC, a Delaware limited liability company (“Buyer”), and HDOS Enterprises, a California corporation (“Seller”), and (2) the Order Granting Debtor’s Motion for Approval of Sale of Substantially All Assets Free of Liens Pursuant to 11 U.S.C. §§ 105, 363(f) and 365 (the “Order”), entered on [______], 2014, by the United States Bankruptcy Court for the Central District of California Los Angeles Division. Capitalized terms used but not defined herein have the meanings given to them in the Agreement.

In exchange for the consideration set forth in the Agreement and to evidence the conveyance of title to the purchased Assets from Seller to Buyer, Seller does hereby irrevocably convey, grant, bargain, sell, transfer, assign and deliver to the Buyer, its successors and assigns, each in accordance with the terms and subject to the conditions of the Agreement, effective as of 12:01 a.m. on the Closing Date, all of the Assets (other than the Excluded Assets) free and clear of all liens, claims, encumbrances and other interests except as specifically set forth in the Agreement.

Seller agrees from time to time, subsequent to the date hereof, to execute and deliver or cause to be executed and delivered such instruments or further assurances as may, in the reasonable opinion of Buyer, be necessary or desirable to give effect to the provisions of this Bill of Sale.

The transfer and assignment of the Assets evidenced by this Bill of Sale is made pursuant to, and is subject to the terms of, the Agreement and Order, and notwithstanding any other provisions of this Bill of Sale to the contrary, nothing contained herein shall in any way supersede, modify, replace, amend, change, rescind, waive, exceed, expand, enlarge or in any way affect the provisions, including warranties, covenants, agreements, conditions, representations or, in general any of rights and remedies, and any of the obligations of any of the parties to the Agreement and as set forth in the Order. This Bill of Sale is subject to and governed entirely in accordance with the terms and conditions of the Agreement and the Order, and in the event of any conflict or inconsistency between the terms of the Agreement and the Order and the terms hereof, the terms of the Agreement and the Order shall govern.

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IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of the date first set forth above.

HDOS ENTERPRISES

______By: Dan Smith Its: President

Accepted and Agreed:

HDOS ACQUISITION, LLC

______By: Its:

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EXHIBIT “K” (Assignment of Intangible Property)

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ASSIGNMENT

THIS ASSIGNMENT AGREEMENT, dated [______], 2014, is executed and delivered pursuant to (1) that certain Asset Purchase Agreement (the “APA”), dated as of July 9, 2014, between HDOS Acquisition, LLC, a Delaware limited liability company (“Assignee”), and HDOS Enterprises, a California corporation (“Assignor”), and (2) the Order Granting Debtor’s Motion for Approval of Sale of Substantially All Assets Free of Liens Pursuant to 11 U.S.C. §§ 105, 363(f) and 365 (the “Order”), entered on [______], 2014, by the United States Bankruptcy Court for the Central District of California Los Angeles Division. Capitalized terms used but not defined herein have the meanings given to them in the Agreement.:

RECITALS

WHEREAS, Assignor currently is in the business of operating fast food restaurants in various locations as well as franchising and licensing its intellectual property to certain other operators from its corporate headquarters in Carlsbad, California.

WHEREAS, pursuant to the APA, Assignor has agreed to sell to Assignee and Assignee has agreed to acquire from Assignor all of the purchased Assets of Assignor free and clear of all liens, claims, encumbrances and other interests pursuant to 11 U.S.C. § 363(f) (“Free and Clear”).

WHEREAS, pursuant to the APA, Assignor has agreed assign to Assignee and Assignee has agreed to accept the assignment all of Assignor’s Intangible Property, including that certain intellectual property described on Exhibit A to this Assignment.

A G R E E M E N T

NOW, THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

1. Assignor does hereby assign and transfer to Assignee all of Assignor's right, title and interest in and to the Intangible Property (together with all books, records and like items pertaining thereto, including the goodwill of Seller’s business, all franchises, permits, licenses, registrations, qualifications, agreements, waivers, and authorizations from, issued, or granted by any governmental authority, all patents, inventions, copyrights, intellectual property, trade secrets, manufacturing processes and production techniques, trademarks, trade names, and service marks of Seller, all catalogues, customer lists and other data bases, correspondence with present or prospective customers and suppliers, advertising materials, software programs, software code, IP addresses, websites, URLs, domain names, mobile applications, email addresses, and telephone and Case 2:14-bk-12028-NB Doc 419 Filed 07/11/14 Entered 07/11/14 18:19:53 Desc Main Document Page 63 of 67

facsimile numbers identified with the business of Seller as well as other intellectual property of Seller, registrations and applications for and renewal of the foregoing, and any past, present or future claims or causes of action arising out of or related to any infringement or misappropriation of any of the foregoing), and Assignee does hereby accept from Assignor all such right, title and interest, subject to the terms and conditions set forth in this Assignment, to have and to hold the same unto Assignee, the Assignee's successors and assigns, Free and Clear except as may be specifically set forth in the APA.

2. Assignor hereby represents, warrants and covenants that Assignor is the exclusive owner of all right, title and interest, including all intellectual property rights, in the Intangible Property.

3. Assignor further represents, warrants and covenants that the certificates of registration for the Intangible Property, issued by the United States Patent and Trademark Office, given to Assignee are true and accurate copies of the of certificates of registration of the Intangible Property.

4. Assignor and Assignee each do hereby warrant, represent and guarantee that the person executing this Assignment has the authority to execute this Assignment and bind Assignor and Assignee with respect to the matters as contained in this Assignment.

5. In any action or proceeding between Assignor and Assignee to enforce the obligations of the parties under this Assignment or concerning the meaning or interpretation of this Assignment, the prevailing party shall be entitled to recover its reasonable costs and expenses of such proceeding, including, without limitation, reasonable attorneys' fees.

6. This Assignment shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, executors, administrators, successors in interest, and assigns.

7. This Assignment shall be governed by and construed in accordance with the laws of the State of California.

8. Assignor agrees that it shall fully cooperate with Assignee and shall undertake any and all further acts necessary and execute any and all documents and instruments necessary to effectuate the assignment to Assignee of the Intangible Property.

9. This Assignment is subject to and governed entirely in accordance with the terms and conditions of the Agreement and the Order, and in the event of any conflict or inconsistency between the terms of the Agreement and the Order and the terms hereof, the terms of the Agreement and the Order shall govern.

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IN WITNESS WHEREOF, the parties have executed this Assignment as of the date first above written.

ASSIGNOR:

HDOS Enterprises, a California corporation

By:______

Name:______

Title:______

ASSIGNEE:

HDOS Acquisition, LLC, a Delaware limited liability company

By:______

Name:______

Title:______

3

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PROOF OF SERVICE OF DOCUMENT

I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is:

1900 Avenue of the Stars, 11th Floor, Los Angeles, CA 90067

A true and correct copy of the foregoing document described NOTICE OF LODGMENT OF DEBTOR’S ASSET PURCHASE AGREEMENT (WITH EXHIBITS) will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner indicated below:

I. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (“NEF”) – Pursuant to controlling General Order(s) and Local Bankruptcy Rule(s) (“LBR”), the foregoing document will be served by the court via NEF and hyperlink to the document. On 7/11/2014 I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following person(s) are on the Electronic Mail Notice List to receive NEF transmission at the email address(es) indicated below:

Service information continued on attached page

II. SERVED BY U.S. MAIL OR OVERNIGHT MAIL (indicate method for each person or entity served): On 7/11/2014 I served the following person(s) and/or entity(ies) at the last known address(es) in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States Mail, first class, postage prepaid, and/or with an overnight mail service addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed.

The Honorable Neil Bason (US Mail) United States Bankruptcy Court 255 E. Temple Street, Suite 1552 Los Angeles, CA 90012

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III. SERVED BY PERSONAL DELIVERY, FACSIMILE TRANSMISSION OR EMAIL (indicate method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on _____ I served the following person(s) and/or entity(ies) by personal delivery, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on the judge will be completed no later than 24 hours after the document is filed.

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I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct.

7/11/2014 Jackeline Martinez /s/Jackeline Martinez Date Type Name Signature

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. June 2012 F 9013-3.1

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By Court via NEF

 Michael Avanesian [email protected], [email protected];[email protected];[email protected];[email protected];Joa [email protected]  Allison R Axenrod [email protected]  Lindsey F Baker [email protected]  Dustin P Branch [email protected], [email protected];[email protected];[email protected];[email protected]  Jeffrey W Broker [email protected]  John P Byrne [email protected]  Edwin K Camson [email protected], [email protected]  Jeffrey W Dulberg [email protected]  Peter L Duncan [email protected], [email protected]  Jerome Bennett Friedman [email protected], [email protected];[email protected];sbiegenzahn@flg- law.com;[email protected]  Todd R Gabriel [email protected]  Matthew A Gold [email protected]  Ronald E Gold [email protected]  David Guess [email protected]  Christopher V Hawkins [email protected], [email protected];[email protected];[email protected];[email protected]  Joan Huh [email protected]  Dare Law [email protected]  Lori A Lewis [email protected]  Michael Y Lo [email protected], [email protected]  Scotta E McFarland [email protected], [email protected]  Thor D Mclaughlin [email protected], [email protected]  Jessica Mickelsen [email protected], [email protected];[email protected]  Kevin M Newman [email protected], [email protected]  Randy P Orlik [email protected]  Ernie Zachary Park [email protected]  Kristen N Pate [email protected]  Jeffrey N Pomerantz [email protected]  Peter J Rudinskas [email protected]  Aaron M Silver [email protected]  Howard Steinberg [email protected], [email protected];[email protected]  Ronald M Tucker [email protected], [email protected];[email protected];[email protected]  United States Trustee (LA) [email protected]  Eric R Wilson [email protected]  Rebecca J Winthrop [email protected], [email protected]

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. June 2012 F 9013-3.1

Case 2:14-bk-12028-NB Doc 419 Filed 07/11/14 Entered 07/11/14 18:19:53 Desc Main Document Page 67 of 67

Via U.S. Mail

Debtor HDOS ENTERPRISES 5942 PRIESTLY DRIVE CARLSBAD, CA 92008

United States Trustee OFFICE OF THE UNITED STATES TRUSTEE C/O DARE LAW 915 WILSHIRE BLVD, STE 1850 LOS ANGELES, CA 90017

Objecting Parties DALY CITY SERRAMONTE CENTER, LLC AND ROUSE PROPERTIES, INC. INLAND WESTERN SALT LAKE CITY GATEWAY, LLC C/O ERIC WILSON C/O ERNIE ZACHARY PARK ROBERT LEHANE BEWLEY LASSLEBEN & MILLER, LLP KELLEY DRYE & WARREN LLP 13215 PENN STREET, STE 510 101 PARK AVENUE WHITTIER, CA 90602 NEW YORK, NY 10178

INLAND WESTERN SALT LAKE CITY GATEWAY, LLC GENERAL GROWTH LANDLORDS KEVIN M. NEWMAN C/O WILLIAM HUCKINS MENTER RUDIN & TRIVELPIECE, PC ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS 308 MALTBIE STREET, STE 200 LLP SYRACUSE, NY 13204 THREE EMBARCADERO CENTER, 12TH FL. SAN FRANCISCO, CA 94111 THE MACERICH COMPANY; WESTFIELD, LLC; STARWOOD RETAIL PARTNERS, LLC; VINTAGE CAPITAL GLOBAL FRANCHISE GROUP, LLC GROUP C/P DAVID GUESS C/O DUSTIN BRANCH KLEE TUCHIN BOGDANOFF & STERN LLP KATTEN MUCHIN ROSENMAN LLP 1999 AVENUE OF THE STARS, 39TH FL 2029 CENTURY PARK EAST, STE 2600 LOS ANGELES, CA 90067 LOS ANGELES, CA 90067

This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. June 2012 F 9013-3.1