0001193125-12-240930 Sample Contracts

ASSUMPTION AND FIRST AMENDED ASSET PURCHASE AGREEMENT
Assumption and First Amended Asset Purchase Agreement • May 21st, 2012 • Frischs Restaurants Inc • Retail-eating places • Ohio

THIS ASSUMPTION AND FIRST AMENDED ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 4, 2012, by and among Frisch’s Restaurants, Inc., an Ohio corporation (“FRI”), and its wholly-owned subsidiaries Frisch Ohio, Inc., Frisch Indiana, Inc., Frisch Kentucky, LLC, Frisch Pennsylvania, Inc., and Frisch West Virginia, Inc. (collectively, the “Seller Group”) and Golden Corral Corporation, a North Carolina corporation (the “Purchaser”).

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AMENDMENT TO ASSUMPTION AND FIRST AMENDED ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 21st, 2012 • Frischs Restaurants Inc • Retail-eating places

THIS AMENDMENT TO ASSUMPTION AND FIRST AMENDED ASSET PURCHASE AGREEMENT (“Amendment”) is entered into as of May 15, 2012, by and among FRISCH’S RESTAURANTS, INC., an Ohio corporation, and its wholly-owned subsidiaries FRISCH OHIO, INC., FRISCH INDIANA, INC., FRISCH KENTUCKY, LLC, FRISCH PENNSYLVANIA, INC., and FRISCH WEST VIRGINIA, INC. (collectively, the “Seller Group”), TIER IV ACQUISITION LLC, a Delaware limited liability company (“Tier”), and GOLDEN CORRAL CORPORATION, a North Carolina corporation (“Purchaser”).

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