Common use of Acquired Assets Clause in Contracts

Acquired Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following: (a) all Fixed Assets; (b) all Intellectual Property; (c) subject to Section 2.2 hereof, all inventory; (d) subject to Section 2.2 hereof, all Receivables; (e) all of Seller's contract rights with respect to the Acquired Assets and the Assumed Obligations; (f) all computer software documentation, computer software source codes, computer software modifications and enhancements, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if any (subject to the rights of third party licensors), and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the Business; (g) all goodwill, other intangible property and causes of action relating to the Acquired Assets or the Business; (h) all licenses, certificates, permits and telephone numbers relating to the Business, to the extent the same are transferable; (i) the Assumed Contracts; (j) all current assets, including deposits, prepaid expenses and accounts receivable; (k) all books and records relating to the Business and the Acquired Assets; and (l) the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereof.

Acquired Assets. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at on the Closing Date (as such term is hereinafter defined), the Seller shall sell, assign, transfer, convey transfer and deliver to Buyer free and clear of all Liensthe Buyer, and the Buyer shall purchasepurchase and receive from the Seller, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including including, but not limited to, the following: (a) all All items of tangible fixed assets, furniture, fixtures, machinery, equipment, computers, computer systems and vehicles of CCC and Connectsoft which are used in the operation of the Businesses, and which are set forth on Schedule 1.1 (a) hereto (collectively, the "Fixed Assets; "), all of which are presently held by CCC other than the CNOC, which is presently held by Connectsoft; (b) all Intellectual PropertyAll inventory and supplies of the Seller; (c) subject to Section 2.2 hereofAll trade names, all inventorytrademarks, patents, copyrights, customer lists, supplier lists, trade secrets, computer software programs, engineering, technical information, and other such knowledge and information constituting the "know how" of the Seller; (d) subject to Section 2.2 hereof, all Receivables; The goodwill of the Businesses and their value as going concerns; (e) To the extent assignable, all licenses and permits of the Seller's contract rights with respect to the Acquired Assets and the Assumed Obligations; ; (f) all computer software documentationAll books, computer software source codes, computer software modifications and enhancements, computer software derivative works, all books and records, correspondenceprintouts, customer listsdrawings, price listsdata, supplier listsfiles, sales informationnotes, computer software notebooks, accounts, invoices, correspondence and programs, if any (subject to memoranda of the rights of third party licensors), and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the Business;Seller; and (g) all goodwillAll other rights and assets of any kind, other intangible property tangible or intangible, of the Seller (including the Material Contracts listed on Schedule 5.8 hereto, which Buyer specifically assumes the obligations thereunder) whether or not reflected in their internal financial statements or on their books and causes of action relating records. On the Closing Date, the Seller shall execute and deliver to the Acquired Assets or Buyer a ▇▇▇▇ of sale in respect of the Business; (h) Assets, all licenses, certificates, permits in the form of Exhibit A annexed hereto and telephone numbers relating to the Business, to the extent the same are transferable; (i) the Assumed Contracts; (j) all current assets, including deposits, prepaid expenses and accounts receivable; (k) all books and records relating to the Business and the Acquired Assets; and (l) the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 made a part hereof.

Acquired Assets. Upon At the terms Closing and subject to the terms and conditions set forth in of this Agreement, at the Closing Buyer shall purchase from Seller, and Seller shall sell, transfer, assign, transfer, convey and deliver deliver, or cause to Buyer free be sold, transferred, assigned, conveyed and clear of all Liensdelivered, and Buyer shall purchase, acquire and take assignment and delivery ofto Buyer, all right, title and interest in and to all of the assets whether real, personal and mixed, tangible or intangible, used directly or indirectly by Seller in or otherwise relating to the Business as owned or held by Seller, except as expressly excluded in Section 1.2 (all such assets and rights being purchased hereunder are collectively referred to as the "Acquired Assets"). Without in any way limiting the generality of the foregoing, the Acquired Assets shall include all of Seller's right, title and interest in and to the Acquired Assetsfollowing, including wherever located, as of the followingClosing Date: (a) all Fixed Assetsaccounts receivables related to the Business (the "Acquired Accounts Receivables"); (b) all Intellectual Propertyfinished goods, works-in-process, raw materials, parts and other items of inventory and supplies wherever located which are owned by Seller as of the Closing Date (the "Inventories"); (c) subject to Section 2.2 hereofall furniture, all inventoryequipment, fixtures and computer hardware; (d) subject to Section 2.2 hereofall of Seller's customer lists, all Receivablescustomer mailing lists and customer sales files which are used in connection with the operation of the Business; (e) all of Seller's contract interest and rights with respect in and to the Acquired Assets agreements, contracts and commitments to which Seller is a party or by which its assets are bound (except for those agreements, contracts and commitments of Seller's subsidiaries, which are addressed separately pursuant to Section 1.1(g) hereof) and all sale orders entered into or received by Seller in the Assumed ObligationsOrdinary Course and such other agreements of Seller to the extent assignable to Buyer (collectively, the "Seller Contracts"); (f) all computer software documentationand programs and any rights thereto associated with or employed in the conduct of the Business of Seller, computer software source codes, computer software modifications and enhancements, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if except to the extent that any (such documents are subject to confidentiality agreements limiting their release and the rights of third party licensors), and all advertising, packaging and promotional materials and files relating Seller shall not have obtained consent to the Acquired Assets or the Businesstheir release; (g) all goodwill, other intangible property of Seller's interest and causes of action relating rights in and to the Acquired Assets or the Businessoutstanding common stock and other securities of each of its subsidiaries; (h) all licensespayments, certificatesdeposits and prepaid expenses; (i) all right, permits title, and telephone numbers relating interest in and to the Businessname "Evoke Software Corporation" and any and all names associated with all products sold by Seller, and any derivations thereof; (j) the assets of any employee benefit plan; (k) all Permits (to the extent the same are transferable) directly or indirectly relating primarily to the Business; (il) all of Seller's business and marketing records, including copies of accounting and operating records, asset ledgers, inventory records, budgets, customer lists, supplier lists, information and data respecting leased or owned equipment, correspondence, and other business records directly related to the Assumed ContractsSeller's Business or Seller's Acquired Assets (except for those records held by Seller's subsidiaries, which are addressed separately pursuant to Section 1.1(g) hereof), in whatever form they exist; (jm) all current assetscash on hand, including cash equivalents, including, without limitation, certificates of deposit and deposits, prepaid expenses bank and accounts receivablemoney market accounts, and securities of Seller, except for the Excluded Cash; (kn) all original books, financial records and ledgers of Seller (other than tax returns, minute books and stock records; provided, however, such materials, as they relate to the Acquired Assets, will be made available for inspection and copying by Buyer upon request) including any such records which are maintained in electronic form, including but not limited to on computer; (o) all Intellectual Property of Seller; (p) all bulk mail postal and other mail delivery authorizations agreements and related Permits of Seller; (q) all claims, choses-in-action, warranties, refunds, rights of recovery, rights of set-off and rights of recoupment of any kind relating to the payment of Taxes of Seller and/or the Business and for periods after the Acquired AssetsClosing Date; and (lr) all mail or other communications addressed to Seller and directly relating to the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereofBusiness.

Acquired Assets. Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, Purchaser shall purchase from Seller, and Seller shall sell, convey, assign, transfer, convey transfer and deliver to Buyer Purchaser, all of Seller’s right, title and interest in and to all of the following assets (collectively, the “Acquired Assets“): (i) the Product; (ii) all of the assets of Seller pertaining to the manufacture, sale and distribution of the Product; (iii) all Intellectual Property of Seller relating to the Product, including, without limitation, (A) the patents and patent applications set forth on Schedule 2.1(a)(iii)(A) and (B) the trademarks and trademark applications set forth on Schedule 2.1(a)(iii)(B), including all goodwill specifically associated with the foregoing; (iv) all preclinical data, records and reports relating to the Product; (v) all contracts set forth on Schedule 2.1(a)(v); (vi) other than the Authorized Generic Agreement, including the licenses and agreements therein, all of the licenses and agreements to which Seller is a party pertaining to the manufacture, sale, and distribution of the Product; and (vii) to the extent transferable in accordance with Applicable Laws, all regulatory filings related to the Product. To the extent any assets or property (including any Intellectual Property) owned by an Affiliate of Seller is included in the Acquired Assets (other than the Excluded Assets), Seller shall use its best efforts to cause such Affiliate to convey, assign, transfer and deliver to Purchaser, all of such Affiliate’s right, title and interest in and to such asset or property, free and clear of all Liens (other than Permitted Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following: (a) all Fixed Assets; (b) all Intellectual Property; (c) subject to Section 2.2 hereof, all inventory; (d) subject to Section 2.2 hereof, all Receivables; (e) all of Seller's contract rights with respect to the Acquired Assets and the Assumed Obligations; (f) all computer software documentation, computer software source codes, computer software modifications and enhancements, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if any (subject to the rights of third party licensors), and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the Business; (g) all goodwill, other intangible property and causes of action relating to the Acquired Assets or the Business; (h) all licenses, certificates, permits and telephone numbers relating to the Business, to the extent the same are transferable; (i) the Assumed Contracts; (j) all current assets, including deposits, prepaid expenses and accounts receivable; (k) all books and records relating to the Business and the Acquired Assets; and (l) the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereoffor no additional consideration.

Acquired Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Seller Closing, the Company shall sell, transfer, assign, transferconvey, convey and deliver to Buyer free and clear of all LiensPurchaser, and Buyer Purchaser shall purchase, acquire and take assignment and delivery ofaccept from the Company, all of the Company’s right, title and interest of Seller in and to all of the business, assets, inventory, goodwill and rights of the Company, including without limitation those arising out of or relating to, or otherwise used or usable in connection with, the Business of whatever kind or nature, tangible or intangible, real or personal, owned, leased, licensed, used or held for use or license by or on behalf of the Company, other than the Excluded Assets (such included assets collectively, the “Acquired Assets”), free and clear of any Lien other than Permitted Liens, including the following: (a) all Fixed Assetsinventory, supplies, parts and other inventories related to the Business; (b) all Intellectual Propertypersonal tangible property related to the Business including furniture, fixtures, and equipment; (c) subject all books, records and other documents and information relating to Section 2.2 hereofthe Acquired Assets, all inventoryother than the Company’s corporate record books and financial and Tax records; (d) subject all rights in and to Section 2.2 hereof, all ReceivablesIntellectual Property either owned by the Company or licensed to the Company by a third party and used or held for use by the Company in the Business; (e) all of Seller's contract rights Contracts associated with respect to the Business, including, without limitation, the Contracts set forth on Schedule 1.1(e) (the “Acquired Assets and the Assumed ObligationsContracts”); (f) all computer software documentation, computer software source codes, computer software modifications and enhancements, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if rights to any (subject Legal Proceedings of any nature available to or being pursued by the Company to the rights of third party licensors)extent related to the Business, and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the BusinessAssumed Liabilities, whether arising by way of counterclaim or otherwise; (g) all goodwillprepaid expenses, other intangible property credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and causes of action fees (including any such item relating to the Acquired Assets or the Businesspayment of Taxes); (h) all licensesaccounts or notes receivable held by the Company, certificatesand any security, permits and telephone numbers relating claim, remedy or other right related to any of the Business, to the extent the same are transferableforegoing; (i) the Assumed Contractsname, logo and style “Dope Media”; (j) all current assets, including deposits, prepaid expenses goodwill and accounts receivable;the going concern value of the Business; and (k) all books other properties, assets and records relating to rights, tangible or intangible, owned or held by the Business and the Acquired Assets; and (l) the right to use the name "Rheingold Brewing Co., Inc.," Company as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated Date that are used in Section 7.4 hereofthe operation of the Business, and which are not otherwise Excluded Assets.

Acquired Assets. Upon At the terms Closing and subject to the terms and conditions set forth in of this Agreement, at the Closing Buyer shall cause Newco to purchase from Seller, and Seller shall sell, transfer, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery ofNewco, all of Seller’s right, title and interest in and to all assets of Seller, whether real, personal and mixed, tangible or intangible, used directly or indirectly by Seller in or otherwise relating to the Business as owned or held by Seller, except as expressly excluded in Section 1.2 (all such assets and rights being purchased hereunder are collectively referred to as the “Acquired Assets”). Without in any way limiting the generality of the foregoing, the Acquired Assets shall include all of Seller’s right, title and interest in and to the Acquired Assetsfollowing, including wherever located, as of the followingClosing Date: (a) all Fixed AssetsSeller’s accounts receivables (the “Acquired Accounts Receivables”); (b) all Intellectual Propertyfinished goods, works-in-process, raw materials, parts and other items of inventory and supplies wherever located which are owned by Seller as of the Closing Date (the “Inventories”); (c) subject to Section 2.2 hereofall furniture, all inventoryequipment, fixtures, machineries, and computer hardware; (d) subject to Section 2.2 hereofall of Seller’s customer lists, all Receivablescustomer mailing lists and customer sales files which are used in connection with the operation of the Business; (e) all of Seller's contract ’s interest and rights with respect in and to the Acquired Assets agreements, contracts, commitments and proposals to which Seller is a party or by which its assets are bound and all sale orders entered into or received by Seller in the Assumed ObligationsOrdinary Course and all other agreements of Seller (collectively, the “Seller Contracts”); (f) all computer software documentation, computer software source codes, computer software modifications and enhancements, computer software derivative works, all books programs and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if any (subject to rights thereto associated with or employed in the rights conduct of third party licensors), and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the BusinessBusiness of Seller; (g) all goodwillpayments, other intangible property deposits and causes of action relating to the Acquired Assets or the Businessprepaid expenses; (h) all licensesright, certificatestitle, permits and telephone numbers relating interest in and to the Businessname “Cartika Medical” and any and all names associated with all products sold by Seller, and any derivations thereof; (i) all Permits (to the extent the same are transferable; (i) directly or indirectly relating primarily to the Assumed ContractsBusiness; (j) all current assetsof Seller’s business and marketing records, including depositscopies of accounting and operating records, prepaid expenses asset ledgers, inventory records, budgets, customer lists, supplier lists, information and accounts receivabledata respecting leased or owned equipment, correspondence, and other business records directly related to the Seller’s Business or Seller’s Acquired Assets, in whatever form they exist; (k) all cash on hand, cash equivalents, including, without limitation, certificates of deposit and deposits, bank and money market accounts, and securities of Seller; (l) all original books, financial records and ledgers of Seller (other than tax returns, minute books and stock records; provided, however, such materials, as they relate to the Acquired Assets, will be made available for inspection and copying by Buyer upon request) including any such records which are maintained in electronic form, including but not limited to on computer; (m) all Seller Intellectual Property ; (n) all bulk mail postal and other mail delivery authorizations agreements and related Permits of Seller; (o) all claims, choses-in-action, warranties, refunds, rights of recovery, rights of set-off and rights of recoupment of any kind relating to the payment of Taxes of Seller and/or the Business for periods after the Closing Date; (p) all mail or other communications addressed to Seller and directly relating to the Acquired AssetsBusiness; (r) all leases and subleases of Seller (the “Leases”); (s) all automobiles, cars, trucks and vehicles of Seller (the “Vehicles”); and (lt) the right to use the name "Rheingold Brewing Co.all other assets of Seller included in Seller’s balance sheet as of July 31, Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereof2004.

Acquired Assets. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing effective as June 30, 2001, Seller shall agrees to sell, assign, transfer, convey and deliver to Buyer free and clear or its designee(s) (which shall be an affiliate of all LiensBuyer, reasonably satisfactory to Seller), and Buyer shall purchaseagrees to purchase and acquire (or cause any such designee(s) to purchase and acquire) from Seller, acquire and take assignment and delivery ofas of the Closing, all Seller's right, title and interest in and to all of its rights, properties and assets of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, and wherever located) and whether or not required to be reflected on a balance sheet prepared in accordance with GAAP (collectively, the "Assets"), including, without limitation, the following: (i) all goodwill as a going concern; (ii) all of Seller's contracts, agreements, leases, instruments, obligations, arrangements or other understandings (whether written or oral) (including amendments and supplements, modifications, and side letters or agreements), including, without limitation, those identified in Section 1.1(a)(ii) of the written statement delivered to Buyer by Seller herewith and dated as of the date hereof (the "Seller Disclosure Schedule"); (iii) Intentionally omitted; (iv) all marketing, sales and promotional literature, books, records, files, documents, financial records, bills, accounting, internal and audit records, operating manuals, personnel records, customer and supplier lists and files, preprinted materials, and other similar items in the possession or under the control of Seller or in the possession or under the control of its Affiliates or their representatives; (v) all rights, title and interests of Seller in and to the Acquired Assetsall real property leases, including improvements, fixtures, fittings thereon and appurtenances thereto, including, without limitation, those listed in Section 1.1(a)(v) of the following: (a) all Fixed AssetsSeller Disclosure Schedule; (bvi) all Intellectual Propertyrights to all telephone numbers related to the Business and rights to the name "Consolidated Apparel Group"; (cvii) subject to all intangible assets, including Intellectual Property and other intangible assets of an intellectual property nature, including, without limitation, the Intellectual Property listed on Section 2.2 hereof, all inventory1.1(a)(vii) of the Seller Disclosure Schedule; (dviii) subject all payments, deposits (including security deposits) and prepaid expenses of Seller and all rights to Section 2.2 hereof, all Receivablesinsurance proceeds; (eix) all raw materials, components, work-in-process, finished products, inventory, office and other supplies, spare parts, packaging materials, samples and other accessories related thereto, wherever located, including any of Seller's contract the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other Person, together with all rights with respect to the Acquired Assets and the Assumed Obligationsof Seller against suppliers of such inventories; (fx) all computer software documentationfurnishings, computer software source codesfurniture, computer software modifications fixtures, equipment, tools, machinery, vehicles, art work and enhancementsother tangible personal property, computer software derivative worksincluding, without limitation, the tangible personal property listed on Section 1.1(a)(x) of the Seller Disclosure Schedule; (xi) all books rights under warranties, representations and recordsguarantees made by suppliers, correspondencemanufacturers or contractors; (xii) all Permits, customer listsincluding, price listswithout limitation, supplier liststhe Permits listed on Section 1.1(a)(xii) of the Seller Disclosure Schedule; (xiii) all cash and cash equivalents such as bank deposits, sales information, computer software certificates of deposit and programs, if any marketable securities; and (subject to the rights xiv) all claims and causes of third party licensorsaction against other Persons (regardless of whether or not such claims and causes of action have been asserted by Seller), and all advertisingrights of indemnity, packaging warranty rights, rights of contribution, rights to refunds, rights of reimbursement and promotional materials and files relating to the Acquired Assets or the Business; other rights of recovery possessed by Seller (g) all goodwill, other intangible property and causes regardless of action relating to the Acquired Assets or the Business; (h) all licenses, certificates, permits and telephone numbers relating to the Business, to the extent the same whether such rights are transferable; (i) the Assumed Contracts; (j) all current assets, including deposits, prepaid expenses and accounts receivable; (k) all books and records relating to the Business and the Acquired Assets; and (l) the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereofcurrently exercisable).

Acquired Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Seller The Acquired Assets shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, include all right, title and interest of Seller as of the Closing Date in and to the Acquired Assetsassets used and useful in the Business, wherever located, owned, used or held by Seller, except as otherwise expressly identified in Section 1.3 as an Excluded Asset, including the following, but only to the extent used and useful in the Business: (a) all Fixed Assetsof Seller's cash and cash equivalents as set forth on Schedule 1.2(a); (b) all Intellectual Propertyof Seller's accounts, notes and other receivables; (c) subject to Section 2.2 hereofall of Seller's raw materials and supplies, manufactured and purchased parts, work-in-process, finished goods and other items of inventory, including, without limitation, all inventorysuch inventory which may be in transit or in the possession of any third party; (d) subject to Section 2.2 hereofall of Seller's machinery, all Receivablesequipment, furniture and furnishings, office equipment, office machines, computer hardware and peripheral equipment, goods, vehicles, leasehold improvements, and other tangible personal property; (e) all of Seller's contract rights Proprietary Rights, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, including, without limitation, all remedies for infringements thereof and rights to protection of interests therein under the Acquired Assets and the Assumed Obligationslaws of all jurisdictions; (f) all of Seller's rights to and interests in computer software documentation, computer software source codes, computer software modifications and enhancements, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if any (subject owned by or licensed to the rights of third party licensors), and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the BusinessSeller; (g) all goodwillof Seller's agreements, contracts, purchase and sales orders and other intangible property similar arrangements, including, without limitation, those (i) set forth on Schedule 2.1(n) and (ii) not set forth on Schedule 2.1(n) due solely to the specific dollar threshold contained in Section 2.1(n), in each case to the extent transferable (the "Assumed Agreements"), but not including agreements described in Sections 1.3(b), 1.3(c), 1.3(d) and 2.1(n)(i); (h) all of Seller's prepayments and deposits to the extent any benefit therefrom inures to Purchaser after the Closing; (i) all of Seller's claims, refunds, rights of recovery, rights of set off and rights of recoupment of any kind other than those described in Section 1.3(e); (j) all of Seller's franchises, approvals, permits, licenses, orders, registrations, certificates, variances, grandfathered practices and similar rights obtained from Governmental Authorities, to the extent transferable to Purchaser; (k) all of Seller's rights to receive mail and other communications addressed to Seller and relating to the Business (including, without limitation, mail and communications from customers, suppliers, distributors, agents and others and payments with respect to the Acquired Assets); (l) all of Seller's books, records (including maintenance records, product tracing records, quality assurance records and quality control records, but not including corporate records listed in Section 1.3(c)), ledgers, files, documents, surveys, plans, order files, catalogs, technical information, pricing sheets, instructions and manuals, employee handbooks, correspondence, customer and supplier lists, drawings, specifications, display, advertising and promotional materials, studies, reports, data and other printed, written or electronically-stored materials of whatever nature; (m) all of Seller's rights with respect to legal actions and causes of action relating to the Acquired Assets Business or the BusinessAcquired Assets; (hn) all licensesof Seller's right to use the telephone numbers, certificatestelecopier numbers, permits internet website domain names and telephone numbers relating to e-mail addresses used by or for Seller in connection with the Business, to the extent the same which items are transferable; (i) the Assumed Contracts; (j) all current assetsset forth on Schedule 1.2(n), including deposits, prepaid expenses and accounts receivable; (k) all books and records relating to the Business and the Acquired Assetsattached hereto; and (lo) all other property owned by Seller or in which Seller has an interest as of the right Closing Date which is used or useful in the Business and is not an Excluded Asset. The purchase and sale of the Acquired Assets is sometimes hereinafter referred to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereof"Asset Purchase."

Acquired Assets. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer Purchaser, and Purchaser shall purchase, acquire and/or accept assignment from Seller of all of the assets used in the Business and all other assets otherwise specifically described below which relate to the Business (referred to collectively herein as the “Acquired Assets”) free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following: (a) all Fixed Assetsthe Contracts set forth on Schedule 1.1(a) (the “Assumed Contracts”); (b) all Intellectual Propertyemail contact lists, customer and vendor information specifically related to the Business including past transaction activity data and any other marketing materials; (c) subject the right to Section 2.2 hereofreceive and retain mail, all inventorye-mail, website lead forms and other communications relating to the Business or the Acquired Assets; (d) subject all of the customer relationships and related goodwill, if any, related to Section 2.2 hereof, all Receivablesor used in conjunction with the Business; (e) all the name “Food Channel” and any derivations of Seller's contract rights with respect such name that are used in the ordinary course of the Business prior to the Acquired Assets and the Assumed ObligationsClosing; (f) all computer software documentationIntellectual Property, computer software source codessystems, computer software modifications and enhancements, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if any (subject related licenses related to the rights of third party licensors), and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the Business; (g) all goodwill, other intangible property fixed and causes of action relating to tangible assets located at the Acquired Assets or office for the Business, including all servers and computer equipment, if any, set forth on Schedule 1.1(g) ; (h) all licensesapplicable books, certificatesrecords, permits files, databases, plans, specifications, technical information, confidential information, price lists, promotional materials, advertising copy and telephone numbers relating data, sales records, service records, customer lists and files, and all other proprietary information related to the Business, to including copies of the extent following papers and records in the same are transferableSeller’s control: all financial records and files, personnel and labor relations records and employee benefits and compensation plans and records, if any, set forth on Schedule 1.1(h); (i) all accounts receivable, notes receivable and other receivables of the Assumed ContractsBusiness existing as of Closing (as defined below), if any, set forth on Schedule 1.1(i); (j) all current assetsitems of inventory for the Business, including depositsif any, prepaid expenses and accounts receivable;set forth on Schedule 1.1(j) ; and (k) all books and records relating to the Business and rights, claims or causes of action of Seller against third parties in respect of any of the Acquired Assets; and (l) the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereofif any, set forth on Schedule 1.1(k).

Acquired Assets. Upon Subject to the terms and subject to the conditions set forth in this Agreementhereof, at on --------------- the Closing Date (as defined below), Seller shall sell, assign, transfer, convey transfer and deliver assign to Buyer free and clear of all LiensBuyer, and Buyer shall purchase, purchase and acquire and take assignment and delivery offrom Seller, all of Seller's right, title and interest in and to the assets listed below (the "Acquired Assets" or the "Acquired Business"), free and clear of any and all liens, claims, liabilities, encumbrances or obligations: (a) those uncompleted contracts, subcontracting arrangements, and purchase orders listed on Schedule A hereto for the design of software and computer systems, the provision of consulting services and training, and the marketing, demonstration, distribution and resale of software, except for any such contracts, arrangements or purchase orders that Buyer designates (prior to or at Closing) as not accepted (the "Acquired Contracts"); (b) all deposits or fees paid by Seller pursuant to the Acquired Contracts; (c) all intellectual property and technology rights used or held for use and necessary in the conduct of Seller's business, including without limitation: all software licenses, product licenses, software development rights, developed applications, computer programs, computer systems, source codes, data systems, development methodologies and practices, trade secrets, know-how, technical information, research records, test information, market surveys, marketing information, trademarks, tradenames, and copyrights, the name "Encore Consulting," "Encore," or any variation thereof, and all applications or licenses for the foregoing (collectively, the "Intellectual Property"); (d) accounts receivable relating to services performed under the Acquired Contracts on or after December 2, 1996, plus unbilled amounts due to Seller for services performed under the Acquired Contracts on or after December 2, 1996; (e) all permits, licenses, approvals and authorizations by governmental or regulatory authorities relating to the Acquired Contracts and Seller's business ("Permits"), to the extent transferable; (f) all client and customer account information, customer lists, contact lists, subcontractor lists, and independent contractor lists relating to or utilized in the current or past conduct of Seller's business; (g) all contracts with employees (other than with the Owners) and all contracts with independent contractors, including without limitation the rights of Seller in thereunder with respect to confidentiality and non-compete covenants by such employees and independent contractors; (h) all claims and rights against third parties relating to the Acquired Assets, including the following: (a) all Fixed Assets; (b) all Intellectual Property; (c) subject to Section 2.2 hereofwithout limitation, all inventory; (d) subject to Section 2.2 hereofinsurance claims, all Receivables; (e) all of Seller's contract rights with respect to the Acquired Assets and the Assumed Obligations; (f) all computer software documentationvendors' warranties, computer software source codes, computer software modifications and enhancements, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if any (subject to the rights of third party licensors)recovery, set-offs and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the Business; (g) all goodwill, other intangible property and causes of action relating to the Acquired Assets or the Business; (h) all licenses, certificates, permits and telephone numbers relating to the Business, to the extent the same are transferablecredits; (i) all computer equipment, including, but not limited to the Assumed Contractsfollowing hardware: laptop computers, desktop computers and printers, and software, business plans, models, forecasts, training agreements, practices and techniques; (j) all current assetsbooks, including depositsrecords, prepaid expenses information and accounts receivabledocumentation regarding the foregoing; (k) all books and records relating to the Business and the Acquired Assetsfurniture, office equipment, phone systems, fax machines; and (l) all goodwill associated with the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereofAcquired Business.

Acquired Assets. Upon On the terms and subject to the conditions set forth in this Agreement, at upon the Closing Closing, Purchaser and/or a Purchaser Designee shall purchase and acquire from Seller, and Seller shall sell, assignconvey, assign or transfer, convey as applicable, and deliver to Buyer Purchaser and/or a Purchaser Designee, all of Seller’s right, title and interest as of the Closing in all properties, assets, rights and interests of any kind, whether tangible or intangible, real or personal, and wherever located, that are owned, used, or held for use by Seller in connection with the Business, except for the Excluded Assets (the “Acquired Assets”), free and clear of all Liens other than Permitted Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following: (ai) all Fixed AssetsContracts related to the Business to which Seller is a party and all rights of Seller thereunder, including but not limited to the Amazon Business Services Agreements and terms of service agreements for WalMart and eBay’s e-commerce platforms set forth on Schedule 2.1(a)(i) and any Contracts related to the sale of products in any physical retail space, and excluding the Excluded Contracts (the “Acquired Contracts”); (bii) all Intellectual Property, including the Acquired Marks, E-Commerce Assets and other Intellectual Property set forth on Schedule 2.1(a)(ii) and such Intellectual Property otherwise used in connection with the Specified Inventory; (ciii) subject to Section 2.2 hereof, all inventorythe Acquired Amazon Accounts; (div) subject all lists, records and other information pertaining to Section 2.2 hereofaccounts and referral sources, all Receivableslists, records and other information pertaining to vendors, suppliers, licensors and customers, all advertising, marketing and promotional materials, and all drawings, diagrams, reports, studies, plans, books, ledgers, files and business and accounting records of every kind (including all financial, business and marketing plans), in each case whether evidenced in writing, electronic data, computer software or otherwise; (ev) all finished goods inventory, goods in transit, returned goods and other goods available for sale, excluding for the avoidance of Seller's contract rights with respect to doubt all other inventory (including raw materials and work-in-process inventory) and having an SKU (but excluding the Acquired Assets and Excluded SKU Inventory), in each case as set forth on the Assumed ObligationsInventory Statement (“Specified Inventory”); (fvi) all computer software documentation, computer software source codes, computer software modifications and enhancements, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if any (subject to the rights of third party licensors), and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the Business; (g) all goodwill, other intangible property and causes of action relating to the Acquired Assets or the Business; (h) all licenses, certificates, permits and telephone numbers relating to the Business, to the extent the same are transferable; (i) the Assumed Contracts; (j) all current assets, including depositscredits, prepaid expenses and accounts receivablesecurity deposits related to the Specified Inventory, including those set forth on Schedule 2.1(a)(vi); (kvii) all books claims, refunds, credits, causes of action, rights of recovery and records relating rights of set-off of any kind (other than those related to the Business and the Acquired AssetsExcluded Assets or Excluded Liabilities); and (lviii) all goodwill associated with the right Business or any of the Acquired Assets. To the extent any assets or property (including any Intellectual Property) owned by an Affiliate of Seller are used in, held for use in, or are reasonably necessary for the continued conduct of the Business (other than the Excluded Assets), they shall be included within the defined term “Acquired Assets” for purposes hereof if they would have been so included had they been owned by Seller, and Seller shall cause such Affiliate, to use the name "Rheingold Brewing Co., Inc.," as the name convey such assets and property to Purchaser free and clear of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereofall Liens other than Permitted Liens for no additional consideration.

Acquired Assets. Upon On the terms and subject to the conditions set forth Closing Date, in accordance with this Agreement, at the Closing Seller GIC shall sell, assign, transfer, convey assign and deliver to Buyer free and clear of all Liensconvey, and Buyer shall Newco will purchase, acquire all assets of every kind and take assignment and delivery of, all right, title and interest character of Seller GIC used by GIC in and to the operation of its business (the "Acquired Assets"), including the followingsuch Acquired Assets to include, without limitation: (a) all Fixed AssetsThat certain real property lease of GIC's business location at 1510 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, which lease is attached hereto as Schedule 3.15 (the "Real Property Lease"); (b) All of GIC's leases and lease/financing arrangements, including without limitation, the Leases (as defined in Section 3.9 hereof), the Lease Documents (as defined in Section 3.9 hereof), all Intellectual Propertyrights in and to the Equipment (as defined in Section 3.9 hereof), and all rights in and to the Scheduled Payments (as defined in Section 3.9 hereof); (c) subject All rights in and to Section 2.2 hereof, all inventorythe residual values of the Leases; (d) subject All accounts receivable, notes receivable and other receivables, as well as all other rights of GIC to Section 2.2 hereofpayment under the Leases or for the sale or lease of any property or for services rendered, including without limitation those which are not evidenced by instruments or chattel paper, whether or not they have been earned by performance or have been written off or reserved against as a bed debt or doubtful account in any financial statements of the GIC; together with all instruments and all documents of title representing any of the foregoing, all rights in any merchandise or goods which any of the same represent, and all rights, title, security and guarantees in favor of the Seller with respect to any of the foregoing, including without limitation, any right of stoppage in transit (the "Receivables;"). The Receivables include all accounts, notes and other receivables of GIC as of May 31, 1996 (as listed on Schedule 3.13) as well as all additions thereto made in the ordinary course of GIC's business between May 31, 1996 and the Closing, but excludes all payments thereon and reductions thereto made in the ordinary course of GIC's business during the latter period which do not violate the terms of this Agreement. (e) All cash on deposit in GIC's bank accounts, including all uncleared deposits in such accounts, the pett▇ ▇▇▇h of Seller's contract rights with respect to the Acquired Assets GIC, all temporary cash investments and the Assumed Obligationsinstruments representing same and all other cash and cash equivalents of GIC; (f) all computer software documentationAll automobiles, computer software source codestrucks, computer software modifications trailers and enhancements, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if any (subject to other vehicles described in the rights of third party licensors), and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the Business; (g) all goodwill, other intangible property and causes of action relating to the Acquired Assets or the Business; (h) all licenses, certificates, permits and telephone numbers relating to the Business, to the extent the same are transferable; (i) the Assumed Contracts; (j) all current assets, including deposits, prepaid expenses and accounts receivable; (k) all books and records relating to the Business and the Acquired Assets; and (l) the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereof.attached Schedule 1.1

Acquired Assets. Upon the terms and subject to the conditions set forth in this AgreementExcept for any Excluded Asset, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all LiensBuyer, and Buyer shall purchase, acquire and take assignment accept from Seller, free and delivery ofclear of any Liens (except as set forth in Sections 4.7 and 4.8), all right, title and interest of Seller in and to the business, assets, properties, goodwill and rights owned, held or used by Seller of every nature, kind and description, tangible and intangible, wheresoever located and whether or not carried or reflected on its books and records (the “Acquired Assets”), including the following: (a) all Fixed Assetsequipment, furniture, fixtures, supplies, computer hardware and other tangible personal property of Seller used in the Business (the “Personal Property”), including the Personal Property described on Schedule 1.1(a); (b) all Intellectual Propertyaccounts receivable and other rights to receive payment of all revenue, fees and commissions for the provision of products or services rendered with respect to the Business, earned or received by Seller as of the Effective Date, whether billed or unbilled (the “Acquired Receivables”) and all work-in-progress of Seller (“Acquired WIP”) as may be required to satisfy the Net Working Capital Target and the Holdback Amount described in Section 2.3; (c) subject to Section 2.2 hereofother than the Excluded Licenses, all inventorygovernmental, self-regulatory and other non-governmental franchises, licenses, permits, consents, authorizations, approvals and certificates (collectively, “Permits”) of Seller, to the extent transferrable to Buyer; (d) subject all Intellectual Property owned by Seller or which Seller has the right to Section 2.2 hereof, all Receivablesuse; (e) other than the Excluded Contracts, any and all claims, rights and benefits of Seller's contract rights with respect Seller resulting or arising from any Contract to which Seller is a party (the “Acquired Contracts”), including the Acquired Assets and the Assumed ObligationsContracts set forth on Schedule 1.1(e); (f) all computer software documentation, computer software source codes, computer software modifications and enhancements, computer software derivative worksother than as set forth in Schedule 1.2(g), all books causes of action, judgments and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if any (subject to the rights claims or demands of third party licensors), and all advertising, packaging and promotional materials and files relating to the Acquired Assets Seller against others of whatever kind or the Businessdescription; (g) all goodwillbooks of account, records, client and prospect lists, vendor lists, files, papers, records, data, promotional, marketing and advertising materials, catalogs, brochures, forms, plans, manuals and handbooks, in whatever media retained or stored, including on servers, computers and other intangible property and causes of action relating to the Acquired Assets electronic or the Businessmagnetic storage devices; (h) all licensesof Seller’s web or domain addresses, certificatessocial media accounts, permits and email addresses, telephone numbers relating to and facsimile numbers, including the Businessweb and domain addresses, to the extent the same are transferablesocial media accounts, email addresses, telephone numbers and facsimile numbers listed on Schedule 1.1(h); (i) other than as set forth on Schedule 1.2(f), all of Seller’s bank accounts, including the Assumed Contractsbank accounts set forth on Schedule 1.1(i), provided that Seller shall be entitled to all cash in such accounts at the Effective Time per Section 1.2(i) below; (j) other than as set forth in Schedule 1.2(g), all current assetsretainers, prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees, including deposits, prepaid expenses and accounts receivablethe items set forth on Schedule 1.1(j); (k) all books and records relating to the Business and the Acquired Assetsclient accounts, including those identified on Schedule 1.1(k); and (l) all goodwill and going concern value of the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereofBusiness.

Acquired Assets. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at on the Closing Date (as such term is hereinafter defined), the Seller shall sell, assign, transfer, convey transfer and deliver to Buyer free and clear of all Liensthe Buyer, and the Buyer shall purchasepurchase and receive from the Seller, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including including, but not limited to, the following: (a) all All items of tangible fixed assets, furniture, fixtures, machinery, (a) hereto (collectively, the "Fixed Assets"), all of which are presently held by CCC other than the CNOC, which is presently held by Connectsoft; (b) all Intellectual PropertyAll inventory and supplies of the Seller; (c) subject to Section 2.2 hereofAll trade names, all inventorytrademarks, patents, copyrights, customer lists, supplier lists, trade secrets, computer software programs, engineering, technical information, and other such knowledge and information constituting the "know-how" of the Seller; (d) subject to Section 2.2 hereof, all ReceivablesThe goodwill of the Businesses and their value as going concerns; (e) To the extent assignable, all licenses and permits of the Seller's contract rights with respect to the Acquired Assets and the Assumed Obligations; (f) all computer software documentationAll books, computer software source codes, computer software modifications and enhancements, computer software derivative works, all books and records, correspondenceprintouts, customer listsdrawings, price listsdata, supplier listsfiles, sales informationnotes, computer software notebooks, accounts, invoices, correspondence and programs, if any (subject to memoranda of the rights of third party licensors), and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the Business;Seller; and (g) all goodwillAll other rights and assets of any kind, other intangible property tangible or intangible, of the Seller (including the Material Contracts listed on Schedule 5.8 hereto, which Buyer specifically assumes the obligations thereunder) whether or not reflected in their internal financial statements or on their books and causes of action relating records. On the Closing Date, the Seller shall execute and deliver to the Acquired Assets or Buyer a ▇▇▇▇ of sale in respect of the Business; (h) Assets, all licenses, certificates, permits in the form of Exhibit A annexed hereto and telephone numbers relating to the Business, to the extent the same are transferable; (i) the Assumed Contracts; (j) all current assets, including deposits, prepaid expenses and accounts receivable; (k) all books and records relating to the Business and the Acquired Assets; and (l) the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 made a part hereof.

Acquired Assets. Upon The Acquired Assets shall include, subject in each case to Section 1.1(b), the terms and subject to assets of the conditions set forth Business described in this Agreement, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the followingclauses (i) through (viii) below: (ai) all Fixed Assets; (b) all Intellectual Property; (c) subject to Section 2.2 hereof, all inventory; (d) subject to Section 2.2 hereof, all Receivables; (e) all All of Sellerthe Contributor's contract rights with respect trade accounts receivable allocated directly to the Acquired Assets Business (collectively, the "Accounts Receivable") and the Assumed Obligations; (f) all computer software documentation, computer software source codes, computer software modifications and enhancements, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if any (subject to the rights of third party licensors), and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the Business; (g) all goodwill, other intangible property and causes of action relating to the Acquired Assets or the Business; (h) all licenses, certificates, permits and telephone numbers relating pre-paid expenses allocated directly to the Business, in each case as existing on the Closing Date; (ii) All of the Contributor's owned machinery, equipment, tools, data processing equipment, computers and peripheral equipment and other personal property, in each case, listed in SCHEDULE 1.1(a)(ii) (the "Fixed Assets"); (iii) Contributor's Permits (as defined in Section 5.16(b)) listed on SCHEDULE 1.1(a)(iii) to the extent the same are transferablemay be lawfully sold or transferred; (iiv) All of Contributor's rights and benefits pursuant to or arising from those Contracts listed on SCHEDULE 1.1(a)(iv) (collectively, the Assumed "Assigned Contracts"), including all deposits and prepayments relating to any of the Assigned Contracts; (jv) all current assetsof Contributor's right to use, including depositsto the extent such right is transferable, prepaid expenses the computer software listed on SCHEDULE 1.1(a)(v) and accounts receivableused in connection with the Business, including, but not limited to, data and related documentation (the "Computer Software"); (kvi) all books confidential or proprietary business information and records relating brand-building models and systems (including research and development, know-how, formulas, compositions, principles and techniques, technical data, designs, drawings, blueprints, specifications, certifications and file reports) used solely in connection with the Business (the "Intellectual Property"); (vii) Copies of the Business's customer and supplier lists, contacts and files, catalogues, brochures, pricing and other marketing information and materials, supplies, form marketing literature and videos, and all similar data and materials of all kinds in each case only to the Business and extent solely related to the Acquired AssetsBusiness; and (lviii) True copies of all of the right books, records, data and information relating solely to use the name Business (collectively, the "Rheingold Brewing Co.Books and Records"), Inc.," as including, without limitation, all general, financial and accounting records, purchase orders and invoices, sales orders and sales order log books, personnel records, correspondence and miscellaneous records with respect to customers and supply sources, and all other general correspondence, records, books and files now owned or hereafter acquired by the name of Buyer (or one of its operating subsidiaries) following Contributor with respect to the Closing as contemplated in Section 7.4 hereofBusiness.

Acquired Assets. Upon the terms and subject to the conditions set forth in this AgreementThe Acquired Assets shall include, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the followingwithout limitation: (a) all Fixed Assetsof the inventory of the Seller, including raw materials and supplies, work-in-progress and finished goods; (b) all Intellectual Propertyof the accounts receivable of the Seller; (c) subject to Section 2.2 hereofall machinery and equipment, vehicles, software, computers, supplies, desks, chairs, tables, furniture, fixtures and all inventoryother personal property of the Seller; (d) subject the Leases of personal property to Section 2.2 hereof, all Receivableswhich the Seller is a party in the operation of the Business; (e) all of the Seller's contract rights right, title and interest in and to all contracts and agreements to which the Seller is a party and that were entered into in connection with respect the operation of the Business as well as all of the right, title and interest of Joe T. Glover, Jr. in and to all contracts and agreements to whi▇▇ ▇▇ ▇▇ ▇ ▇▇▇▇▇ ▇nd that were entered into in connection with the Acquired Assets and operation of the Assumed ObligationsBusiness; (f) all computer software documentation, computer software source codes, computer software modifications and enhancements, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if any (subject to of the rights of third party licensors), and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the BusinessSeller's Intellectual Property; (g) all goodwillof the Seller's cash on hand and cash equivalents on hand as of the Closing, other intangible property including prepayments and causes of action relating to the Acquired Assets or the Businessdeposits; (h) all licenseslists of customers served by the Seller, certificatesall lists of suppliers, permits all records of accounts receivable and telephone numbers relating payable, all personnel records, and all other business records of the Seller related to the Business, to operation of the extent the same are transferableBusiness and not described in Section 1.3; (i) all Real Property and all licenses, permits, approvals and qualifications relating to the Assumed Contracts;Real Property issued to the Seller by any Governmental Authority; and (j) all current assetstelephone numbers, including depositspost office boxes, prepaid expenses sales literature and accounts receivable; (k) all books and records relating to miscellaneous assets of every kind owned by the Business and the Acquired Assets; and (l) the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereofSeller.

Acquired Assets. Upon Subject to the terms exclusions contained in Section 2.2 and subject to the and upon terms and conditions set forth in this Agreementcontained herein, at the Closing Seller shall sell, assign, transfer, convey convey, assign and deliver to Buyer free and clear of all LiensBuyer, and Buyer shall purchasepurchase from Seller, acquire free and take assignment clear from any Lien, all of the assets, properties, rights and delivery ofgoodwill of Seller, wherever located, used in, or associated with the Business (hereinafter sometimes collectively referred to as the “Acquired Assets”), including, without limitation: (a) all cash, cash equivalents, short-term investments, deposits, and accounts receivable of Seller on the Closing Date; (b) all of Seller’s inventories and other materials, supplies, components and accessories associated with or used in the operation of the Business whether on hand, in transit, or on order as of the Closing Date; (c) all tangible personal property associated with operating and maintaining the Business, including all machinery, equipment, tools, materials, furniture, hardware, computer hardware and peripherals, computer software, fixtures, improvements and other items; (d) all rights and interests of Seller, as of the Closing Date, under all contracts and agreements pertaining to the operation of the Business (collectively, the “Assigned Contracts”); (e) all prepaid items, deposits, and unbilled costs and fees relating to the Business, if any; (f) all licenses, permits, and other governmental authorizations of Seller and all pending applications therefore or renewals thereof relating to the Business or any of the Acquired Assets, in each case to the extent transferable to Buyer; (g) all claims of Seller against third parties relating to the Business or Acquired Assets, whether c▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent; (h) all goodwill of the Selling Parties relating to the Business; (i) all right, title and interest of Seller or Designated Shareholder in the land, structures, improvements and fixtures associated with the operation of the Business and all rights of way, uses licenses, easements and appurtenances thereto, including, without limitation, Seller’s rights and options with respect to the call center owned by 24 by 7 Contact Solutions, Inc. and located at T▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Building, T▇▇▇▇ ▇▇▇▇▇▇ corner Roces Avenue, Quezon City, Metro Manila, Philippines (the “OSM Site”); (j) originals or copies of all data and records (whether in print, electronic other format), related to the operations of the Business and/or the ownership of the Acquired Assets, including the following: (a) all Fixed Assets; (b) all Intellectual Property; (c) subject to Section 2.2 hereof, all inventory; (d) subject to Section 2.2 hereof, all Receivables; (e) all of Seller's contract rights with respect to the Acquired Assets client and the Assumed Obligations; (f) all computer software documentation, computer software source codes, computer software modifications and enhancements, computer software derivative works, all books customer lists and records, correspondencereferral sources, customer listsresearch and development reports and records, price listsproduction reports and records, supplier listsservice and warranty records, sales informationequipment logs, computer software operating guides and programsmanuals, if any (financial and accounting records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records and, subject to the rights Applicable Laws, copies of third party licensors), and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the Business; (g) all goodwill, other intangible property and causes of action relating to the Acquired Assets or the Business; (h) all licenses, certificates, permits and telephone numbers relating to the Business, to the extent the same are transferable; (i) the Assumed Contracts; (j) all current assets, including deposits, prepaid expenses and accounts receivablepersonnel records; (k) all books of the following proprietary rights owned by, issued to or licensed to Seller or Designated Shareholder that are used in Seller’s operation of the Business, along with all income, royalties, damages and payments due or payable at Closing or thereafter (including, without limitation, damages and payments for past or future infringements or misappropriations thereof), the right to s▇▇ and recover for past infringements or misappropriations thereof and any and all corresponding rights that, now or hereafter, may be secured throughout the world: trademarks, service marks, trade dress, logos, trade names and corporate names together with all goodwill associated therewith (including without limitation, the use of the current corporate name and trade names and all translations, adaptations, derivations and combinations of the foregoing); copyrights and copyrightable works; mask works; and all registrations, applications and renewals for any of the foregoing; trade secrets and confidential information (including, without limitation, ideas, formulae, compositions, know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, financial, business and marketing plans, and customer and supplier lists and related information); computer software (including, without limitation, data, data bases, systems and related documentation); other proprietary rights; and all copies and tangible embodiments of the foregoing (in whatever form or medium) (collectively, the “Intellectual Property”); (l) Seller’s interests in its Internet website, including the domain, site design and related software, related electronic mail addresses, and any and all intellectual property rights relating to the Business; (m) Seller’s employee files and records relating the Business, including original copies of any employment, noncompetition, or other similar agreements to the Business which Seller is a party, and the Acquired Assetsall employment-related correspondence and documentation of employee performance reviews; and (ln) all other tangible and intangible assets that, together with the right to use above, would be used or useful in connection with operating the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following Business after the Closing as contemplated in Section 7.4 hereofDate.

Acquired Assets. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing Closing, Seller shall will sell, assign, transfer, assign and convey to Buyer, and deliver to Buyer will purchase and acquire from Seller, free and clear of all Liensliens, claims, charges, encumbrances and Buyer shall purchase, acquire and take assignment and delivery ofsecurity interests, all of the applicable Seller’s right, title and interest of Seller in and to the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible, used in or relating to the TaleOn Business, including without limitation the assets described in Schedule 1 attached hereto and incorporated herein by reference (the “Acquired Assets”), including the followingwhich include without limitation: (a) all Fixed Assetsintellectual property rights relating to the applicable platforms and operations of the TaleOn Business, including but not limited to trademarks, service marks, trade names, copyrights, patents, trade secrets, know-how, proprietary information, and all registrations and applications therefor; (b) all Intellectual Propertytechnology, software, source code, algorithms, and technical documentation relating to the TaleOn Business; (c) all user data, content libraries, and databases relating to the TaleOn Business (subject to Section 2.2 hereof, all inventoryapplicable privacy laws and user consents); (d) subject all contracts, agreements, and business relationships relating to Section 2.2 hereofthe TaleOn Business (the “Assigned Contracts”), all Receivablesin each case to the extent assignable without consent or for which consents are obtained; (e) all of Seller's contract rights equipment, hardware, and infrastructure used in connection with respect to the Acquired Assets and the Assumed ObligationsTaleOn Business; (f) all computer software documentation, computer software source codes, computer software modifications accounts receivable and enhancements, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if any (subject to the rights of third party licensors), and all advertising, packaging and promotional materials and files other receivables relating to the Acquired Assets or the TaleOn Business; (g) all goodwillmarketing materials, other intangible property customer lists, and causes of action business records relating to the Acquired Assets or the TaleOn Business; (h) all permits, licenses, certificates, permits and telephone numbers governmental approvals relating to the TaleOn Business, to the extent the same are transferable;; and (i) the Assumed Contracts; (j) all current assets, including deposits, prepaid expenses goodwill and accounts receivable; (k) all books and records going concern value relating to the Business and the Acquired Assets; and (l) the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereofTaleOn Business.

Acquired Assets. Upon Subject to the terms and subject to the conditions set forth in this Agreementherein, at the Closing Closing, Seller shall sell, transfer, assign, transfer, convey and deliver to Buyer free and clear of all LiensPurchaser, and Buyer Purchaser shall purchase, acquire and take assignment accept from Seller, free and delivery ofclear of any and all Liens, all of Seller’s right, title and interest in, to and under all of Seller the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in and to connection with, the Business (collectively, the “Acquired Assets”), including including, without limitation, the following: (ai) all Fixed Assetsaccounts or notes receivable held by Seller that are not current assets, and any security, claim, remedy or other right related to any of the foregoing; (bii) all Contracts of Seller, including, without, limitation, the Material Contracts set forth on Section 3.8(a) of the Disclosure Schedule, the IP Licenses set forth on Section 3.17(b) of the Disclosure Schedule (but excluding any Contracts of Seller listed on Schedule 2.1(a)(ii)) (the “Assigned Contracts”); (iii) all Seller Intellectual Property; (civ) subject to Section 2.2 hereofall furniture, all inventoryfixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property of Seller; (dv) subject to Section 2.2 hereof, all ReceivablesPermits that are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Acquired Assets; (evi) all rights to any Claims of Seller's contract rights with respect any nature available to or being pursued by Seller to the Acquired Assets and the Assumed Obligations; (f) all computer software documentation, computer software source codes, computer software modifications and enhancements, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if any (subject extent related to the rights of third party licensors)Business, and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the BusinessAssumed Liabilities, whether arising by way of counterclaim or otherwise; (gvii) all goodwillprepaid expenses, other intangible property credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and causes of action fees (excluding any such item relating to the payment of Taxes by Seller); (viii) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Acquired Assets; (ix) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Acquired Assets or the BusinessAssumed Liabilities; (hx) all licenses, certificates, permits and telephone numbers relating to the Business, to the extent the same are transferable; (i) the Assumed Contracts; (j) all current assets, including deposits, prepaid expenses and accounts receivable; (k) all books and records relating to the Business and the Acquired AssetsRecords; and (lxi) all goodwill and the right to use going concern value of the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereofBusiness.

Acquired Assets. Upon On the terms and subject to the conditions set forth in this Agreement, and in reliance upon the covenants, representations and warranties of the Seller and the Shareholder, at the Closing (as defined in Section 2.3 hereof), Purchaser shall purchase from the Seller, and the Seller shall sell, assign, transfer, convey transfer and deliver to Buyer Purchaser, free and clear of any and all Liabilities, pledges, liens, obligations, claims, charges, tenancies, security interests, exceptions or encumbrances whatsoever (collectively, “Liens”), other than Permitted Liens, all assets, rights and Buyer shall purchaseproperties of the Seller, acquire of every nature, kind and take assignment description whatsoever, tangible and delivery ofintangible, all rightwherever located and as they exist on the date hereof, title other than the Excluded Assets (collectively, the “Assets”). The Assets are more fully set forth on Schedules 2.1(a) and interest (b) of Seller in the disclosure schedules attached hereto and to the Acquired Assets, including include (but are not limited to) the following: (ai) all Fixed AssetsCash in bank accounts of the Seller immediately prior to the Closing; (bii) All Tangible Personal Property; (iii) All Accounts Receivable; (iv) All of the Assigned Contracts; (v) All permits relating to the acquisition or ownership of the Assets or the operation of the IT Solutions Business; (vi) All data, records, files, manuals, blueprints and other documentation related to the Seller, the Assets and the operation of the IT Solutions Business, including but not limited to (1) service and warranty records; (2) sales promotion materials, creative materials, art work, photographs, public relations and advertising materials, studies, reports, correspondence and other similar documents and records used in the IT Solutions Business, whether in electronic form or otherwise; (3) all client and customer lists, telephone numbers and electronic mail addresses with respect to past, present or prospective clients and customers; (4) all accounting and tax books, ledgers and records and other financial records relating to the IT Solutions Business and the Assets; (5) all sales and credit records and brochures relating to the IT Solutions Business, purchasing records and records relating to suppliers; and (6) subject to applicable Law, copies of all personnel records of all Seller employees, including the Key Seller Employees. (vii) All of the Seller’s furniture and fixtures, as set forth on Schedule 2.1(a)(vii) hereto (the “Furniture and Fixtures”); (viii) All of the Seller’s tools and equipment, as set forth on Schedules 2.1(a)(viii) hereto (the “Equipment”); (ix) All of the inventory, merchandise, stores of supplies, spare parts, stock-in-trade and work in progress, including, without limitation, the items set forth on the Inventory Statement attached hereto as Schedule 2.1(a)(ix); (x) All Intellectual Property; (cxi) subject to Section 2.2 hereofAll policies and procedures, all inventory; (d) subject to Section 2.2 hereofmethods of delivery of services, all Receivables; (e) all of Seller's contract rights with respect to the Acquired Assets trade secrets, disks, drawings and the Assumed Obligations; (f) all computer software documentationspecifications, computer software source codesmarket studies, computer software modifications and enhancementsconsultants’ reports, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if any (subject to the rights of third party licensors)prototypes, and all advertisingsimilar property of any nature, packaging and promotional materials and files relating to tangible or intangible, used in connection with the Acquired Assets or the IT Solutions Business; (gxii) all goodwill, other intangible property and causes of action relating All goodwill incident to the Acquired Assets IT Solutions Business, including the value of the names associated with the IT Solutions Business that are transferred to Purchaser hereunder and the value of good customer relations; (xiii) All computers, software programs, automation systems, accounting systems, master disks of source codes, and other proprietary information owned or licensed, whether for general business usage (e.g. accounting, word processing, graphics, spreadsheet analysis, etc.) or specific, unique-to-the-business usage, and all computer operating, security or programming software, owned or licensed and used in the operation of the IT Solutions Business; (hxiv) all licensesAll tangible and intangible forms, certificateswhether or not stored, permits and telephone numbers relating to the Businesscompiled or memorialized, to the extent the same are transferable; (i) the Assumed Contracts; (j) all current assetselectronically, including depositsgraphically, prepaid expenses and accounts receivable; (k) all books and records relating to the Business and the Acquired Assetsphotographically, or in writing; and (lxv) All other intangible assets (including all Claims, contract rights and warranty and product liability claims against third parties) relating to the right to use Assets or the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereofIT Solutions Business.

Acquired Assets. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing Seller Closing, Sellers shall sell, assignconvey, transfer, convey assign and deliver to Buyer Purchaser, and Purchaser shall purchase and acquire from Sellers, free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery ofEncumbrances other than the Assumed Liabilities, all of each Seller’s and its Affiliates’ right, title and interest of Seller in and to all of the following (collectively, the “Acquired Assets, including the following:”): (a) all Fixed Assets;Program Technology and all related goodwill of each Seller and its Affiliates, and all rights to ▇▇▇ for or assert claims or remedies against or for past, present or future infringements, misappropriation or unauthorized use or disclosure, of any or all of the foregoing and rights of priority and protection of interests therein and to retain any and all amounts therefrom. (b) all Intellectual Propertythe Program Material; (c) subject all Contracts listed on Schedule 2.1(c), excluding (i) all rights, claims, or causes of action (including warranty claims) of or against Seller or any of its Affiliates thereunder related to Section 2.2 hereofExcluded Assets and (ii) all Retained Liabilities (such listed Contracts, all inventorythe “Program Contracts”); (d) subject to Section 2.2 hereof, all ReceivablesProgram Books and Records; (e) all of Seller's contract rights with respect to the Acquired Assets and the Assumed ObligationsProgram Patent Files; (f) all computer software documentationcauses of action (regardless of whether or not such claims and causes of action have been asserted by Sellers or any of their Affiliates), computer software source codeslawsuits, computer software modifications judgments, claims and enhancements, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if demands of any (subject nature available to or being pursued by Sellers or any of their Affiliates to the rights of third party licensors), and all advertising, packaging and promotional materials and files relating extent related to the Acquired Assets any Compound or Product or the BusinessProgram, or any of the items identified in subparagraphs (a) through (e) or subparagraph (h) of this Section 2.1, or the ownership, use, function or value of any Compound or Product or of the Program, in each case, whether arising by way of counterclaim or otherwise, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent; (g) all goodwillcredits, prepaid expenses, deferred charges, advance payments (other intangible property than advance payments to cover filing fees or other support to be rendered pursuant to Section 6.8 that are, in each case, to be reimbursed to a Seller by Purchaser), security or other deposits, prepaid items, duties, and causes of action relating right to offset, to the Acquired Assets extent related to any Compound or Product or to the Business;Program, or to any of the items identified in subparagraphs (a) through (e) or subparagraph (h) of this Section 2.1; and (h) all licensesguaranties, certificateswarranties, permits indemnities and telephone numbers relating to the Business, similar rights in favor of Sellers or any of their Affiliates to the extent related to any Compound or Product, or to the same Program, or to any of the items identified in subparagraphs (a) through (g) of this Section 2.1. To the extent the Acquired Assets are transferable; (i) the Assumed Contracts; (j) in a physical form, delivery thereof shall be made in Malvern, Pennsylvania, USA, at such place as designated in writing by Purchaser. Title to all current assetsAcquired Assets transferred by Selenity, including deposits, prepaid expenses without limitation the Program Technology and accounts receivable; (k) all books and records relating to the Business and the other Acquired Assets; and (l) the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated Assets described in Section 7.4 hereof2.1(a), shall pass at ▇▇▇▇▇▇▇▇, Bermuda, which is the present situs of such assets.

Acquired Assets. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing and effective as of the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all LiensBuyer, and Buyer shall purchase, purchase and acquire and take assignment and delivery offrom Seller, all rightof the following assets of Seller (collectively, the “Assets”): (i) all accounts receivable, machinery and equipment, vehicles, computers, and goodwill of the Business as a going concern; (ii) all contracts, agreements, leases, instruments, obligations, arrangements or other understandings (whether written or oral) (including amendments and supplements, modifications, and side letters or agreements) (the “Business Contracts”), identified in Section 1.1(a)(ii) of the written statement delivered to Buyer by Seller herewith and dated as of the date hereof (the “Seller Disclosure Schedule”); (iii) all marketing, sales and promotional literature, books, records, files, documents, financial records, bills, accounting, internal and audit records, operating manuals, personnel records, customer and supplier lists and files, preprinted materials and similar materials primarily related to the Assets or those employees of Seller who become Transferred Employees; (iv) all rights, title and interest of Seller interests in and to the Acquired Assets▇▇▇▇▇▇▇▇ Lease, including Seller’s right to any improvements, fixtures, fittings thereon and appurtenances thereto. Prior to or at Closing, the Selling Shareholders shall cause the ▇▇▇▇▇▇▇▇ Lease to be amended so that at least three (3) years of the term shall remain in duration from and after Closing, with two (2) automatic three (3) year extensions (subject to approval of the terms by Buyer); (v) all rights to all telephone numbers related to the Business and the rights to the name “Air-Tight Marketing & Distribution” and the corporate name “Air-Tight Marketing & Distribution, Inc.” and all derivations and variations thereof; (vi) all intangible assets related to the Business, including the following: (a) all Fixed Assets; (b) all Business Intellectual Property; (cvii) subject to all deposits (including security deposits) and prepaid expenses as set forth on Section 2.2 hereof, all inventory1.1(a)(vii) of the Seller Disclosure Schedule; (dviii) subject all raw materials, components, work-in-progress, finished products, inventory (other than inventory that have been billed and are being held for customers’ accounts), inventory in-transit, pre-paid deposits for inventory, packaging materials, samples and other accessories related thereto, related to Section 2.2 hereofthe Business, all Receivableswherever located; (eix) all furnishings, furniture, fixtures, equipment, tools, machinery, art work, office and other supplies, spare parts and other tangible personal property located at Seller’s ▇▇▇▇▇▇▇▇ facility covered by the ▇▇▇▇▇▇▇▇ Lease as set forth on Section 1.1(a)(ix) of Seller's contract rights with respect to the Acquired Assets and the Assumed ObligationsSeller Disclosure Schedule; (fx) all computer software documentationrights under warranties, computer software source codesrepresentations and guarantees made by suppliers, computer software modifications and enhancements, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if any (subject manufacturers or contractors related to the rights of third party licensors), and Assets; (xi) all advertising, packaging and promotional materials and files relating vendor numbers related to the Acquired Assets or the Business; (gxii) all goodwill, other intangible property and causes of action relating sales orders related to the Acquired Assets or Business as set forth on Section 1.3(a) of the Seller Disclosure Schedule except for sales orders for any portion of inventory included in the calculation of Inventory Value that are not included in the calculation of Inventory Value in the Final Closing Statement; and (xiii) the Business; (h) all licenses, certificates, permits ’ software and telephone numbers relating to the Businessassociated data, to the extent transferable by the same are transferable; (i) the Assumed Contracts; (j) all current assets, including deposits, prepaid expenses and accounts receivable; (k) all books and records relating to the Business and the Acquired Assets; and (l) the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereofSelling Parties.