UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re BACK YARD BURGERS, INC., et a/. Debtors.

(Joint Administration Pending) Ref. Docket No.

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Chapter 11 Case No. 12-12882 (PJW)

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ORDER PURSUANT TO SECTIONS lOS(a), 363(b), 1107(a) AND 1108 OF THE BANKRUPTCY CODE AND BANKRUPTCY RULE 6004 AUTHORIZING, BUT NOT DIRECTING, BACK YARD BURGERS, INC. TO HONOR ITS POSTPETITION ACTIVITIES RELATING TO ITS FRANCHISE AGREEMENTS, IN THE ORDINARY COURSE OF BUSINESS Upon the motion (the "Motion"i filed by Back Yard Burgers, Inc. ("BYBI"), one of the above-captioned debtors and debtors-in-possession (the "Debtors"), seeking the entry of an order authorizing, but not directing, BYBI to continue its franchising activities in the ordinary course of its business postpetition, including (i) continuing to honor its existing franchise agreements and to enforce its rights under the franchise agreements, prior to assumption or rejection, (ii) continuing to administer and utilize its national advertising fund (the "Ad Fund"), and (iii) entering into new franchising or other similar arrangements (collectively, the "Franchising Activities"), all as more fully described in the Motion; and upon the Declaration

of James E. Boyd, Jr. in Support of the Debtor's Chapter 11 Petition and Request for First Day Relief (the "First Day Declaration"); and consideration of the Motion and the relief
requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); and venue being

The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, are: Back Yard Burgers, Inc. (7163), BYB Properties, Inc. (9046), Nashville BYB, LLC (6507) and Little Rock Back Yard Burgers, Inc. (9133). The mailing address of the Debtors is: St. Clouds Building, 500 Church Street, Suite 200, Nashville, TN 37219.

Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motion.

proper in this district pursuant to 28 U.S.C. 1408 and 1409; and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. 157 and 1334; and this Court having previously granted the Motion on an interim basis; and due and proper notice of the Motion having been given under the circumstances; and the legal and factual bases set forth in the Motion establishing just and sufficient cause to grant the relief requested therein; and the relief granted herein being in the best interests of BYBI, its estate, creditors, and all parties in interest; and the Court having held the Hearing with the appearances of interested parties noted in the record of the Hearing; and upon all of the proceedings before the Court THEREFORE, IT IS HEREBY ORDERED THAT: 1. 2. For the reasons set forth on the record, the Motion is GRANTED. Pursuant to Sections 105(a), 363(b), 1107 and 1108 of the Bankruptcy Code,

BYBI is authorized, but not directed, to continue its Franchising Activities in the ordinary course of business. 3. Nothing herein constitutes (i) an admission as to the validity of any claim against

BYBI or any ofthe other Debtors, (ii) a waiver ofBYBI's, any ofthe other Debtors' or any party in interest's rights to dispute any claim under applicable nonbankruptcy law, or (iii) an assumption, adoption, or rejection of any agreement, contract, program, policy or lease between BYBI, or any of the other Debtors, and any third party under section 365 of the Bankruptcy Code. 4. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order

shall be immediately effective upon its entry. 5. BYBI is authorized and empowered to take all actions necessary to implement the

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relief granted in this Order. 6. The Court shall retain jurisdiction with respect to all matters arising from or

related to the implementation of this Order.

Dated:

CX;fnbel""

,2012

PECfiSirS/Ac

UNITED STATES BANKRUPTCY JUDGE