Common use of Agreement to Sell and Purchase Clause in Contracts

Agreement to Sell and Purchase. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing and in exchange for payment of the Purchase Price as described in Section 2.02, the Sellers shall sell and deliver to the Buyer, and the Buyer shall purchase from the Sellers as the same shall exist on the Closing Date, all of Sellers’ rights in the following: (a) All Assets of the Sellers used in the Business, including but not limited to those listed in Schedule 2.01(a); (b) all tangible property, Accounts Receivable, notes receivable, inventories, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings and fixtures of Sellers existing on the Closing Date; (c) all trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, the applications therefor and the licenses thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunder; (d) all drawings, blueprints, specifications designs and data owned by Sellers on the Closing Date; (e) all catalogues, brochures, sales literature, promotional material and other selling material of Sellers; (f) all files, documents, papers, agreements, books of account and other records pertaining to the Assets which are located at the offices, plants, warehouses or other locations used in connection with the Assets; (g) all rights of Sellers under all contracts, agreements, licenses, leases, sales orders, purchase orders and other commitments Buyer will assume pursuant to Section 1.3 hereof; and (h) all application and operating computer software programs listed in Section 2.01(h) of the Disclosure Schedule attached hereto, the exclusive worldwide rights to market and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and (i) all other assets and rights of every kind and nature, real or personal, tangible or intangible, which are owned and used by Sellers in the Business except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession of the originals and all copies of all Assets referred to in Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing Date.

Agreement to Sell and Purchase. Upon (a) At the Closing, subject to the terms and subject conditions of this Agreement, the Seller shall grant, sell, convey, assign, transfer, and deliver to the conditions Purchaser, and the Purchaser shall purchase from the Seller, free and clear of all Encumbrances (other than Permitted Encumbrances), all right, title, and interest of the Seller in and to only the following assets, properties, and rights set forth in this AgreementSection 1.1(a), used, held for use or located at the Closing Transferred Locations to the extent that such assets, properties, and in exchange for payment rights exist as of the Purchase Price as described Closing Date and exclusively relate to the Transferred Locations, subject to, in Section 2.02each case, the Sellers shall sell and deliver to applicable Sublease (collectively, the Buyer, and “Purchased Assets”): (i) all Cash located at the Buyer shall purchase from the Sellers Transferred Locations as the same shall exist on of the Closing Date, all of Sellers’ rights in the following:; (aii) All Assets all inventory (including the Private Label Inventory) on hand at the Transferred Locations, including finished goods, samples, labels and packaging materials, as of the Sellers used in the Business, including but not limited to those listed in Schedule 2.01(aClosing Date (“Inventory”); (biii) all tangible property, Accounts Receivable, notes receivable, inventories, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, toolsfurniture, fixtures, machinery, equipment, furnituresupplies, office computer hardware and accessories, personal property and furnishings and fixtures located at the Transferred Locations as of Sellers existing on the Closing DateDate (the “Fixed Assets”); (civ) all trademarks the personnel and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrationsemployment records for the Transferred Employees (to the extent permissible under applicable Law) (collectively, the applications therefor “Books and the licenses thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunder; (d) all drawings, blueprints, specifications designs and data owned by Sellers on the Closing Date; (e) all catalogues, brochures, sales literature, promotional material and other selling material of Sellers; (f) all files, documents, papers, agreements, books of account and other records pertaining to the Assets which are located at the offices, plants, warehouses or other locations used in connection with the Assets; (g) all rights of Sellers under all contracts, agreements, licenses, leases, sales orders, purchase orders and other commitments Buyer will assume pursuant to Section 1.3 hereof; and (h) all application and operating computer software programs listed in Section 2.01(h) of the Disclosure Schedule attached hereto, the exclusive worldwide rights to market and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptionsRecords”), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and (i) all rights of the Seller under or pursuant to all warranties, representations and guarantees made by suppliers or manufacturers of the Private Label Inventory in the ordinary course of business. (b) As this Agreement does not contemplate the sale of a going-concern business, other than the Purchased Assets subject to Section ‎1.1(a), the Purchaser expressly understands and agrees that it is not at the Closing purchasing or acquiring, and the Seller is not selling or assigning, any other assets or properties of the Seller, and all such other assets and rights properties, including, but not limited to (i) any Contracts that are applicable and provide benefits or obligations to any location of every kind the Seller that is not a Transferred Location, regardless of whether such Contract also benefits a Transferred Location, (ii) any software and natureother intangible technology-related services, real (iii) except as set forth in Section ‎5.2, any signage bearing the DSG Name or personalany of the Seller’s trademarks, tangible (iv) any checks made out to the Seller or intangibleto an Affiliate of the Seller, which are owned and used by Sellers in (v) any Federal Firearm License or state or local permits related to the Business except for sale of firearms, shall be excluded from the Purchased Assets (collectively, the “Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession of the originals and all copies of all Assets referred to in Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing Date”).

Agreement to Sell and Purchase. Upon Subject to the terms and subject to the conditions set forth in this Agreement, at the Closing and in exchange for payment of the Purchase Price as described in Section 2.02each Seller hereby agrees to sell, the Sellers shall sell transfer, assign and deliver to Buyer on the BuyerClosing Date, and the Buyer shall agrees to purchase from the Sellers as the same shall exist such Seller on the Closing Date, all of Sellers’ rights such Seller’s right, title and interest in the following: (a) All Assets of the Sellers used in the Businessreal, including but not limited to those listed in Schedule 2.01(a); (b) all personal and mixed assets, rights, benefits and privileges, both tangible propertyand intangible, Accounts Receivablewheresoever situated or located, notes receivableused, inventories, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings and fixtures of Sellers existing on the Closing Date; (c) all trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, the applications therefor and the licenses thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunder; (d) all drawings, blueprints, specifications designs and data owned by Sellers on the Closing Date; (e) all catalogues, brochures, sales literature, promotional material and other selling material of Sellers; (f) all files, documents, papers, agreements, books of account and other records pertaining to the Assets which are located at the offices, plants, warehouses useful or other locations used held for use in connection with the conduct of the Business or operation of the Systems (other than the Excluded Assets), including the following (collectively, the “Assets”), free and clear of all Liens, other than Permitted Encumbrances: 2.1.1 all Personal Property, including the Tangible Personal Property, relating to the Systems; (g) 2.1.2 the Real Property; 2.1.3 all rights Franchises and other Governmental Permits; 2.1.4 all Accounts Receivable; 2.1.5 all Assumed Contracts; 2.1.6 all then existing customer records and other records of every kind, books, documents, files, accounts receivable information and credit history and customer lists to the extent permitted under Legal Requirements; 2.1.7 all Intellectual Property relating to the Systems, including filings with the FCC; 2.1.8 all training materials, manuals, technical documents and other information relating to the Systems; 2.1.9 all prepaid expenses, charges and deposits paid by Sellers or any Affiliate of Sellers under prior to the Closing Date relating to the operation of the Systems to the extent included as an asset in the calculation of Net Working Capital; 2.1.10 all contracts, agreements, licenses, leases, sales orders, purchase orders and other commitments Buyer will assume pursuant to Section 1.3 hereofgoodwill associated with the Business; and (h) 2.1.11 the proceeds of all application outstanding property and operating computer software programs listed in Section 2.01(h) casualty insurance claims as of Closing with respect to any Assets to the Disclosure Schedule attached hereto, the exclusive worldwide rights to market and service such programs, all trade secrets and processes relating extent that any Asset with respect to such programs, all current, previous, enhanced and developmental versions claim has not been repaired or replaced as of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining Closing or payment has not been rendered by a Seller with respect to such programsrepair or replacement, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative except to the installation and checkout of such programs; and (i) all other assets and rights of every kind and nature, real or personal, tangible or intangible, which are owned and used by Sellers extent included in the Business except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession of the originals and all copies of all Assets referred to in Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing DateNet Working Capital.

Agreement to Sell and Purchase. Upon (a) At the Closing, subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing and in exchange for payment of the Purchase Price as described in Section 2.02Seller shall grant, the Sellers shall sell sell, convey, assign, transfer, and deliver to the Buyer, and the Buyer shall purchase from the Sellers as Seller, all right, title, and interest of the same shall exist Seller in and to all of the assets, properties, and rights of every kind, and description, real, personal, and mixed, tangible and intangible, wherever situated constituting, used, useful, or held for use in the Business on the Closing DateDate other than the Excluded Assets (the “Purchased Assets”), free and clear of all of Sellers’ rights in Encumbrances, including the following: (ai) All Assets all Accounts Receivable, other than Excluded Receivables; (ii) all Inventory; (iii) all furniture, fixtures, automobiles, leasehold improvements, tooling, machinery, and equipment; (iv) all customer records, including principal contacts, addresses and telephone numbers, purchasing history, demographics, payment information, and any other information; (v) all records with respect to suppliers, employees, and other aspects of the Sellers used in the Business; (vi) all Patents; (vii) all Trade Secrets; (viii) all Copyrights; (ix) all manufacturing, warehouse, and office supplies; (x) all Software and Custom Software (including but not limited to those listed in Schedule 2.01(adocumentation and related object and source codes); (xi) all Trademarks; (xii) all rights under the Real Estate Leases and the Non-Real Estate Leases, and any easements, deposits, or other rights pertaining thereto; (xiii) all rights under any Governmental Permits, to the extent assignable; (xiv) all rights related to any prepaid expenses; (xv) all the assets of the Seller, whether or not described in this Section 2.1, as set forth on the Balance Sheet and those assets of the Seller whose ownership by the Seller is implied by the assumptions made in the preparation of the Balance Sheet; (xvi) all rights under any insurance Contracts specified in Schedule 2.1(a)(xvi) hereto; and (xvii) all rights under any Contracts except to the extent specified in Section 2.5. (b) all tangible propertyNotwithstanding the foregoing, Accounts Receivablethe Purchased Assets shall not include any of the following (the “Excluded Assets”): (i) the corporate seals, notes receivableCharter Documents, inventoriesminute books, spare partsstock books, prepaymentsTax Returns and rights to Tax refunds for taxable periods ending on or prior to the Closing Date, deferred itemsbooks of account, work in processor other records having to do with the corporate organization of the Seller; (ii) cash, suppliesnet of Outstanding Checks, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings and fixtures cash equivalents as of Sellers existing on the Closing Date; (ciii) all trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, the applications therefor and rights that accrue or will accrue to the licenses thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunderSeller under this Agreement; (div) all drawings, blueprints, specifications designs the rights of the Seller under any Benefit Plan and data owned by Sellers on the Closing Dateany insurance Contract (including any rights to premium refunds not specified in Schedule 2.1(a)(xvi) hereto; (ev) all catalogues, brochures, sales literature, promotional material and other selling material the rights of Sellersthe Seller under any Governmental Permits which are not assignable; (fvi) all files, documents, papers, agreements, books of account and other records pertaining to the Assets which are located at the offices, plants, warehouses or other locations used in connection with the Assets;Excluded Receivables; or (gvii) all rights of Sellers under all contracts, agreements, licenses, leases, sales orders, purchase orders and other commitments Buyer will assume pursuant to Section 1.3 hereof; and (h) all application and operating computer software programs listed in Section 2.01(h) of the Disclosure Excluded Assets specified on Schedule attached hereto, the exclusive worldwide rights to market and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions2.1(b)(vii), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and (i) all other assets and rights of every kind and nature, real or personal, tangible or intangible, which are owned and used by Sellers in the Business except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession of the originals and all copies of all Assets referred to in Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing Date.

Agreement to Sell and Purchase. Upon Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller the Property, subject to the terms and subject to conditions of this Agreement. For the conditions set forth in purposes of this Agreement, at the Closing term “Property” shall mean and in exchange for payment of the Purchase Price as described in Section 2.02, the Sellers shall sell and deliver to the Buyer, and the Buyer shall purchase from the Sellers as the same shall exist on the Closing Date, all of Sellers’ rights in include the following: (a) All Assets of the Sellers used that certain real property legally described in the Businessattached Exhibit “A”, including but not limited to those listed in Schedule 2.01(aincluding, without limitation, the land, buildings, improvements, fixtures (including, without limitation, the sprinkling, plumbing, heating, cooling, ventilating, air conditioning, electrical, lighting and other systems);, easements and all other right, title and interest appurtenant and otherwise relating thereto (collectively, the “Real Property”). (b) All of Seller’s right, title and interest in and to all tangible property, Accounts Receivable, notes receivable, inventories, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings and fixtures of Sellers existing the personal property attached to or located on the Closing Date; (c) all trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, the applications therefor and the licenses thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunder; (d) all drawings, blueprints, specifications designs and data owned by Sellers on the Closing Date; (e) all catalogues, brochures, sales literature, promotional material and other selling material of Sellers; (f) all files, documents, papers, agreements, books of account and other records pertaining to the Assets which are located at the offices, plants, warehouses or other locations used in connection with the Assets;operation of the Real Property, including, without limitation, furniture, furnishings, fittings, appliances, machinery and equipment, building materials, operating inventories, supplies and all cranes (including, without limitation, rails, hoists and equipment); all of which are listed on attached Schedule 1(b) (collectively, the “Personal Property”). (gc) All of Seller’s right, title and interest in and to all rights leases, contracts and other agreements incident to the operation of Sellers under all the business conducted on the Real Property, including, without limitation, management contracts, on-site maintenance contracts, janitorial contracts, and leasing commission agreements; all of which are listed on attached Schedule 1(c) (collectively, the “Contract Rights”), except to the extent Buyer elects to exclude any such item, pursuant to Section 6(c) of this Agreement. (d) All of Seller’s right, title and interest in and to all financial and other books and records maintained in connection with the operation of the Real Property; all preliminary, final and proposed building plans and specifications relating to the Real Property; and all surveys, structural reviews, grading plans, topographical maps, architectural drawings and engineering, soils, seismic, geologic, environmental, and architectural reports, studies, certificates, and similar documents relating to the Real Property; all of which are listed on the attached Schedule 1(d) (collectively, the “Records and Plans”). (e) All of Seller’s right, title and interest in and to all guarantees and warranties relating to the Property and the fixtures and equipment located therein; all of which are listed on the attached Schedule 1(e) (collectively, the “Warranties”). (f) All of Seller’s right, title and interest in and to all trade names, licenses, leasespermits, sales orderscertificates of occupancy, purchase orders approvals, dedications, subdivision maps, and entitlements issued, approved or granted by governmental or quasi-governmental entities or otherwise relating to the Property; and any and all development rights and other commitments Buyer will assume pursuant intangible rights, titles, interests, privileges, and appurtenances owned by Seller and in any way relating to Section 1.3 hereof; and (h) all application and operating computer software programs listed or used in Section 2.01(h) connection with the Property and/or the operation of the Disclosure business conducted on the Real Property; all of which are listed on the attached Schedule attached hereto1(f) (collectively, the exclusive worldwide rights to market “Licenses and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptionsPermits”), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and (i) all other assets and rights of every kind and nature, real or personal, tangible or intangible, which are owned and used by Sellers in the Business except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession of the originals and all copies of all Assets referred to in Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing Date.

Agreement to Sell and Purchase. Upon 4.1 Property to be Purchased by Purchaser. Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase and acquire from Seller, upon the terms and subject to the conditions hereinafter set forth in this Agreement, at the Closing and in exchange for payment of the Purchase Price as described in Section 2.02, the Sellers shall sell and deliver to the Buyer, and the Buyer shall purchase from the Sellers as the same shall exist on the Closing Dateforth, all of Sellers’ Seller's right, title and interest in and to the following property (collectively, the "Property"): 4.1.1 the Premises; 4.1.2 the easements, rights of way, appurtenances and other rights and benefits of Seller in and to the following: (a) All Assets of the Sellers used in the BusinessPremises, including but not limited to those listed without limitation, all of Seller's interest in Schedule 2.01(a)any air rights, water rights and irrigation rights; (b) 4.1.3 all tangible property, Accounts Receivable, notes receivable, inventories, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, toolsfurnishings, fixtures, machinery, equipment, furniture, office furnishings vehicles and fixtures of Sellers existing on the Closing Date; (c) all trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, the applications therefor and the licenses thereto, together with the goodwill and the Business personalty attached or appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunder; (d) all drawings, blueprints, specifications designs and data owned by Sellers on the Closing Date; (e) all catalogues, brochures, sales literature, promotional material and other selling material of Sellers; (f) all files, documents, papers, agreements, books of account and other records pertaining to the Assets which are located at the offices, plants, warehouses or other locations used in connection with the AssetsPremises that are owned by Seller, and all inventories, supplies, sales, marketing and instructional materials of every kind and description relating to the Business, wherever located, including without limitation, the items described on Exhibit B-1 attached hereto and made a part hereof (the "Personal Property"), except specifically not including the items described on Exhibit B-2 attached hereto and made a part hereof; 4.1.4 the files, books, notices and other correspondence from any governmental agencies, and other records used or employed by Seller or its affiliates in connection with the ownership and/or operation of the Premises and the Business (g) all rights of Sellers under all contractscollectively, agreementsthe "Records"); 4.1.5 any consents, authorizations, variances, waivers, licenses, leasescertificates, sales orderspermits and approvals held by or granted to Seller in connection with the ownership of the Premises (collectively, purchase orders the "Permits"); 4.1.6 any manufacturers' and other commitments Buyer will assume pursuant vendors' warranties and guarantees, except to Section 1.3 hereofthe extent the same relate solely to any Retained Assets or Retained Liabilities (the "Claims"); and (h) all application 4.1.7 any other properties and operating computer software programs listed in Section 2.01(h) of the Disclosure Schedule attached hereto, the exclusive worldwide rights to market and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and (i) all other assets and rights of every kind and nature, real or personal, tangible or intangible, which are owned and used by Sellers relating in any way whatsoever to the Business Premises or the Business, except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession of extent the originals and all copies of all same relate solely to the Retained Assets referred to in Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing DateRetained Liabilities.

Agreement to Sell and Purchase. Upon the terms and subject (a) Subject to the satisfaction or waiver by the applicable Party prior to the Closing of the various conditions set forth in this AgreementSection 8 and Section 9 herein, at the Closing and in exchange for payment of the Purchase Price as described in Section 2.02Closing, the Sellers Seller shall sell grant, sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase from the Sellers as the same shall exist on the Closing DateSeller, all right, title and interest of Sellers’ rights Seller in and to all of the followingAssets (other than the Excluded Assets) (the “Purchased Assets”), free and clear of all Encumbrances (other than Permitted Encumbrances) as follows: (ai) All all Inventory; (ii) all Fixed Assets of (including all Structures), furniture, fixtures, leasehold improvements, tooling, machinery and equipment; (iii) all Business Documents, Systems and Information, including without limitation the Sellers SOPs; (iv) all telephone numbers and facsimile numbers currently used in the Business, including but not limited to those listed in Business and identified on Schedule 2.01(a2.1(a)(iv); (v) all manufacturing, warehouse and office supplies Related to the Business; (vi) DMF numbered 17159; (vii) to the extent transferable, all Governmental Permits that are Related to the Business and have been issued to Seller or applied for by Seller and all rights thereunder; and (viii) all Seller Contracts; and (ix) an assignment of Seller’s rights as tenant under the Totowa Lease and the Termination and Option Agreement. (b) Notwithstanding the foregoing, the Purchased Assets shall not include any of the following (the “Excluded Assets”): (i) the seals, Charter Documents, minute books, Tax Returns, books of account or other records having to do with the organization of Seller; (ii) the rights that accrue or will accrue to Seller under this Agreement; (iii) the equipment set forth on Schedule 2.1(b)(iii), as such Schedule may be modified from time to time (with the written consent of Buyer not to be unreasonably withheld) on or prior to the Closing Date (the “Excluded Equipment”); (iv) all tangible propertytrade names and abbreviations used by Seller whether or not in connection with the Business including “Laureate Pharma” and “Laureate”; (v) claims, Accounts Receivabledemands, notes receivablecauses of action, inventorieschoses in action, spare partsrights of recovery, prepaymentsrights of set-off, deferred itemsrights to refunds and similar rights in favor of Seller or any Affiliate of Seller of any kind to the extent Relating to (a) the Excluded Assets or the Unassumed Liabilities, work in process(b) the Existing Manufacturing Agreement or (c) the ownership of the Assets, suppliesor operation of the Business, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings and fixtures of Sellers existing on prior to the Closing Date; (cvi) all trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, the applications therefor and the licenses thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunderDMF numbered 16941; (dvii) all drawingsmotor vehicles; (viii) all cash and cash equivalents, blueprintsincluding bank accounts, specifications designs money market funds and data owned by Sellers on temporary cash investments; (ix) all of Seller’s and its Affiliates’ right, title and interest in and to all Accounts Receivable and all notes, bonds, and other evidences of indebtedness of and rights to receive payments arising out of sales, services, rentals and other business activities of Seller and its Affiliates, including with respect to the Business, and including all rights with respect to any third party collection procedures or any other actions or proceedings in connection therewith; (x) all rights to use SOPs included in Section 2.1(a)(ix) that also relate to the operation of Seller’s business at the Princeton Property, as well as any SOP which was the basis for such an SOP or which was derived from such an SOP prior to the Closing Date; (exi) any and all cataloguesof Seller’s and its Affiliates’ rights arising under any outstanding receivable or payable between Seller, brochureson the one hand, sales literatureand any Affiliate of Seller, promotional material and on the other selling material of Sellershand; (fxii) all files, documents, papers, agreements, books Assets of account and other records pertaining to the Assets which Seller or its Affiliates that are located at the offices, plants, warehouses or other locations used in connection with Seller’s business operations conducted at the AssetsPrinceton Property; (gxiii) all assets Related to any pension, profit sharing, stock bonus, stock option, thrift or other retirement plan, medical, hospitalization, dental, life, disability, vacation or other insurance or benefit plan, employee stock ownership plan, deferred compensation, stock ownership, stock purchase, bonus, benefit or other incentive plan, severance plan or other similar plan relating to Seller, its Affiliates or their respective employees; (xiv) all rights, titles, claims and interests of Seller or its Affiliates under any policy or agreement of insurance or under any bond; (A) all Trademarks, (B) all rights to intellectual property owned by customers of Sellers under Seller other than Buyer, and (C) all contracts, agreements, licenses, leases, sales orders, purchase orders and rights to intellectual property owned or otherwise used by Seller exclusively with respect to customers of Seller other commitments Buyer will assume pursuant than Buyer; (xvi) all rights Related to Section 1.3 hereofthe prepaid expenses identified on Schedule 2.1(b)(xvi) that accrue or are paid by Seller prior to the Closing; (xvii) all rights or claims by any Seller or any Affiliate of any Seller to (a) any Tax refund relating to the period prior to the Closing Date; (xviii) the Employee Lease; and (hxix) all application and operating computer software programs listed in Section 2.01(h) of the Disclosure Assets specified on Schedule attached hereto, the exclusive worldwide rights to market and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions2.1(b)(xix), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and (i) all other assets and rights of every kind and nature, real or personal, tangible or intangible, which are owned and used by Sellers in the Business except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession of the originals and all copies of all Assets referred to in Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing Date.

Agreement to Sell and Purchase. Upon 1.1 Property to be Purchased by Purchaser. Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase and acquire from Seller, upon the terms and subject to the conditions hereinafter set forth in this Agreement, at the Closing and in exchange for payment of the Purchase Price as described in Section 2.02, the Sellers shall sell and deliver to the Buyer, and the Buyer shall purchase from the Sellers as the same shall exist on the Closing Dateforth, all of Sellers’ rights Seller's right, title and interest in and to the following:following property (collectively, the "Property"): (a) All Assets of the Sellers used in the Business, including but not limited to those listed in Schedule 2.01(a); (b) 1.1.1 all tangible property, Accounts Receivable, notes receivable, inventories, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, toolsfurnishings, fixtures, machinery, equipment, furniturevehicles and personalty attached or appurtenant to or used in connection with the Business that are owned by Seller, office furnishings and fixtures all inventories, supplies, sales, marketing and instructional materials of Sellers existing every kind and description relating to the Business, wherever located, including without limitation, the items described on Exhibit B attached hereto and made a part hereof (the "Personal Property"); 1.1.2 the files, books, notices and other correspondence from any governmental agencies, and other records used or employed by Seller or its affiliates in connection with the ownership and/or operation of the Business (collectively, the "Records"); 1.1.3 any consent, authorizations, variances, waivers, licenses, certificates, permits and approvals held by or granted to Seller in connection with the operation of the business (collectively, the "Permits"); 1.1.4 the contracts, leases and other agreements of or relating to the Business described on Exhibit C attached hereto and made a part hereof, except to the extent the same relate solely to any Retained Assets or Retained Liabilities (as hereinafter defined) (the "Contracts"); 1.1.5 all accounts receivable of Seller arising out of the sale of goods or services rendered at the Premises or otherwise in connection with the Business on or after the Closing Date; (c) all trademarks 1.1.6 any manufacturers' and trade namesvendors' warranties and guarantees, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, the applications therefor and the licenses thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunder; (d) all drawings, blueprints, specifications designs and data owned by Sellers on the Closing Date; (e) all catalogues, brochures, sales literature, promotional material and other selling material of Sellers; (f) all files, documents, papers, agreements, books of account and other records pertaining except to the extent the same relate solely to any Retained Assets which are located at or Retained Liabilities (the offices, plants, warehouses or other locations used in connection with the Assets; (g) all rights of Sellers under all contracts, agreements, licenses, leases, sales orders, purchase orders and other commitments Buyer will assume pursuant to Section 1.3 hereof"Claims"); and (h) all application 1.1.7 any other properties and operating computer software programs listed in Section 2.01(h) of the Disclosure Schedule attached hereto, the exclusive worldwide rights to market and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and (i) all other assets and rights of every kind and nature, real or personal, tangible or intangible, which are owned and used by Sellers relating in any way whatsoever to the Business Business, except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession of extent the originals and all copies of all same relate solely to the Retained Assets referred to in Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing DateRetained Liabilities.

Agreement to Sell and Purchase. Upon (a) At the terms and subject to the conditions set forth in this Agreement, at the Closing and in exchange for payment of the Purchase Price as described in Section 2.02Closing, the Sellers Selling Companies and Vert Tech each shall sell grant, sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase from the Sellers as the same shall exist on the Closing Dateeach Selling Company and Vert Tech, all right, title and interest of Sellers’ such Selling Company and Vert Tech in and to all of the assets, properties, and rights in of every kind, and description, real, personal and mixed, tangible and intangible wherever situated (the "Purchased Assets"), free and clear of all Encumbrances, other than as set forth herein, including the following: (i) All fixed assets identified in Schedule 2.1 (a) All Assets of the Sellers used in the Business, including but not limited to those listed in Schedule 2.01(a(i); (bii) all tangible propertyAll customer lists, Accounts Receivablecustomer relationships, notes receivable, inventories, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings customer data and fixtures of Sellers existing on goodwill relating to the Closing DateBusiness; (ciii) all trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, All Proprietary Rights of the applications therefor and the licenses thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunderSeller identified in Schedule 2.1(a)(iii); (div) all drawings, blueprints, specifications designs and data owned by Sellers on the Closing DateAll Software Products identified in Schedule 2.1(a)(iv); (ev) Any and all cataloguesrights of the Seller or the Parent in and under customer or operating Contracts, brochureswritten or oral, sales literature, promotional material and other selling material of Sellersrelating to the Business that are identified in Schedule 2.1(a)(v); (fvi) All rights related to any prepaid expenses of the Seller that are identified in Schedule 2.1(a)(vi); (vii) All cash received after the Closing on account of any Marketplace Manager and advertising Contracts of the Business sold in June 2002; (viii) All cash received after the Closing on account of all 30-day free trial Contracts of the Business; and (ix) All cash received after the Closing on account of horizontal partner/business development relationships of the Business. (b) Notwithstanding the foregoing, the Purchased Assets shall not include any of the following (the "Excluded Assets"): (i) cash, cash equivalents and short-term investments (other than as set forth in Sections 2.1(a)(vii)-(ix)); (ii) all filescash received (other than cash received on account of those Contracts or relationships enumerated in Sections 2.1(a)(vii)-(ix)) after the Closing; (iii) all claims for refund for Taxes and other governmental charges of whatever nature; (iv) the corporate seals, documentsCharter Documents, papersminute books, agreementsstock books, tax returns, books of account and or other records pertaining having to the Assets which are located at the offices, plants, warehouses or other locations used in connection do with the Assetscorporate organization of the Seller; (gv) the rights that accrue or will accrue to any Selling Company under this Agreement and the other Transaction Documents; (vi) all rights of Sellers under all contracts, agreements, licenses, leases, sales orders, purchase orders and other commitments Buyer will assume pursuant to Section 1.3 hereofinterests in any insurance policies; andor (hvii) all application and operating computer software programs listed in Section 2.01(h) of the Disclosure Schedule attached heretoany asset, the exclusive worldwide rights to market and service such programsproperty, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and (i) all other assets and rights of every kind any kind, and naturedescription, real or personalreal, personal and mixed, tangible or intangible, which are owned and used by Sellers in the Business except for Excluded Assetsintangible wherever situated that is not set forth on Schedule 2.1(a). Sellers shall deliver The Parties hereby acknowledge that neither Selling Company nor Vert Tech is conveying to any Buyer on the Closing Date possession Party any of the originals Excluded Assets and all copies that, following Closing, none of all Assets referred the Buyer Parties will have any right, title, interest or obligation with respect to in Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing DateExcluded Asset.

Agreement to Sell and Purchase. Upon the terms and subject Subject to the conditions set forth in provisions of this Agreement, at the Closing Seller hereby agrees to sell to Purchaser and in exchange for payment of the Purchase Price as described in Section 2.02, the Sellers shall sell and deliver Purchaser hereby agrees to the Buyer, and the Buyer shall purchase from the Sellers as the same shall exist on the Closing DateSeller, all of Sellers’ rights in the following: (a) All Assets of the Sellers used in the Business, including but not limited to those listed in Schedule 2.01(a); (b) all tangible property, Accounts Receivable, notes receivable, inventories, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings and fixtures of Sellers existing on the Closing Date; (c) all trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, the applications therefor and the licenses thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunder; (d) all drawings, blueprints, specifications designs and data owned by Sellers on the Closing Date; (e) all catalogues, brochures, sales literature, promotional material and other selling material of Sellers; (f) all files, documents, papers, agreements, books of account and other records pertaining to the Assets which are located at the offices, plants, warehouses or other locations used in connection with the Assets; (g) all rights of Sellers under all contracts, agreements, licenses, leases, sales orders, purchase orders and other commitments Buyer will assume pursuant to Section 1.3 hereof; and (h) all application and operating computer software programs listed in Section 2.01(h) of the Disclosure Schedule attached hereto, the exclusive worldwide rights to market and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and (i) all other assets and rights properties of every kind and nature, real real, personal or personalmixed, tangible or intangible, which are owned wherever situated, of Seller, including all land, buildings, improvements, fixtures, machinery, tooling, furniture, vehicles, equipment, tools, inventory, accounts receivable, raw materials, work in process, finished goods, supplies, pre-paid expenses, indemnification rights, technology, know-how, patents, trademarks, tradenames, proprietary information, trade secrets, computer programs, copyrights, customer lists, goodwill and used by Sellers in other intangible property rights of any kind whatsoever, licensing agreements and other contractual rights, and all of Seller's books and records relating to the Business except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession operations of the originals and all copies Business, as each of all Assets referred to in Section 2.01 hereof, and neither Sellers nor any the foregoing exists as of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing Date, as hereinafter defined (such assets being sold being collectively referred to as the "Acquired Assets"); excluding, however, cash, cash equivalents, marketable securities, income tax refunds, accrued interest receivables, insurance policies and claims thereunder (other than the proceeds of any claims which relate to the Acquired Assets), and the other assets listed on Schedule 1.1 (collectively, the "Excluded Assets"). The Acquired Assets shall be sold and transferred to Purchaser free and clear of all liens, pledges, mortgages, charges, burdens, options or other rights to acquire the same, security interests, easements, restrictive covenants and other restrictions on use, adverse claims, or other encumbrances of any character whatsoever ("Encumbrances"), other than Permitted Encumbrances (hereinafter defined).

Agreement to Sell and Purchase. Upon Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, subject to the terms and subject to the conditions set forth in of this Agreement, the parcel of ground, with the buildings and improvements erected thereon, located at 00000 Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxx Xxxxxx, Xxxxxxxx, known as Loudoun Gateway I (the Closing and “Real Property”), legally described on Exhibit A attached hereto, together with (a) any land lying in exchange for payment the bed of any street, road or alley, opened or proposed, abutting the Real Property to the center line thereof, (b) any easement, privilege or right-of-way inuring to the benefit of the Purchase Price as described in Section 2.02Real Property, the Sellers shall sell including any and deliver to the Buyerall mineral rights, development rights, air rights, and the Buyer shall purchase from the Sellers as the same shall exist on the Closing Datelike, all of Sellers’ rights in the following: (a) All Assets of the Sellers used in the Business, including but not limited to those listed in Schedule 2.01(a); (b) all tangible property, Accounts Receivable, notes receivable, inventories, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings and fixtures of Sellers existing on the Closing Date; (c) all trademarks rights, appurtenances and trade nameshereditaments belonging or otherwise pertaining to the Real Property, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, the applications therefor and the licenses thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunder; (d) all drawingsfurniture, blueprintsfixtures, specifications designs equipment and data other personal property owned by Sellers on the Closing Date; (e) all catalogues, brochures, sales literature, promotional material Seller and other selling material of Sellers; (f) all files, documents, papers, agreements, books of account and other records pertaining to the Assets which are located at the offices, plants, warehouses or other locations used in connection with the Assets; operation, ownership, maintenance, management or occupancy of the Real Property (except items owned or leased by a tenant or which are leased by the Seller), which are now placed in or attached to the Real Property (the “Personal Property”), including only the equipment, machinery, furniture, furnishings and supplies listed on Exhibit A-1 attached hereto, (e) to the extent they may be transferred under applicable law, all licenses, permits and authorizations presently issued in connection with the operation of all or any part of any parcel as it is presently being operated, (f) all Service Contracts (as defined below) that the Purchaser agrees to assume in writing (if any) with respect to such parcel, (g) all rights of Sellers under all contractsthe Lease (as defined below), agreements, licenses, leases, sales orders, purchase orders and other commitments Buyer will assume pursuant to Section 1.3 hereof; and (h) all application security and operating computer software programs listed escrow deposits held by the Seller in Section 2.01(hconnection with the Lease, and (i) to the extent assignable, all intangible personal property used in the operation and management of the Disclosure Schedule attached heretoProperty (the “Intangible Property”), including without limitation, all of the names under which the Real Property is being operated, including “Loudoun Gateway I”, the exclusive worldwide rights to market plans and service such programsspecifications, all trade secrets architectural and processes engineering studies, reports, drawings and prints relating to such programsthe Property, all currentwarranties relating to the Real Property or the Personal Property, previousall licenses, enhanced permits and developmental versions other written authorizations necessary for the zoning, land use, operation, ownership, construction and maintenance of the source and object codes and any variations thereofProperty, all copyrights, logos, designs, trademarks, service marks, and all documentation related theretogoodwill associated with the Property, all design specifications therefor, tenant files and all maintenance other files and installation job control language, all copyrights pertaining records related to such programs, the programs, operators, management and operation of the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions), all procedures for the modification and preparation for the release of enhanced versions of such programsProperty, and all available testing data relative claims and causes of action arising out of or in connection with the Property (other than claims solely related to Seller’s ownership of the Property including claims for delinquent rent for periods prior to the installation and checkout of such programs; and (i) all other assets and rights of every kind and nature, real or personal, tangible or intangible, month in which are owned and used by Sellers in the Business except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession occurs, unless otherwise specifically provided below), but excluding all proprietary information of Seller and its managing agent including computer software (but not the data pertaining to the operation of the originals Property) and all copies of all Assets referred to in Section 2.01 hereofrelated licenses and appraisals. (collectively, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing Date"Property").

Agreement to Sell and Purchase. Upon 2.1 The Seller shall sell with full title guarantee and transfer or cause the terms sale and subject to transfer (which expression shall where appropriate include an assignment or novation) and the conditions set forth Purchaser (relying on the Warranties, representations and undertakings in this Agreement, at the Closing and in exchange for payment of the Purchase Price as described in Section 2.02, the Sellers shall sell and deliver to the Buyer, and the Buyer ) shall purchase with effect from Completion the Sellers Business as a going concern free from all Security Interests together with the same shall exist on the Closing Date, all of Sellers’ rights in the followingfollowing assets: (aA) All Assets the Tangible Assets; (B) all of the Sellers used intangible assets of the Seller including, without limitation, EDP and moulds owned by the Seller; (C) the shares in Hadwaco (US) Inc; (D) all of the inventories of the Seller at the date of Completion, including, without limitation, raw materials and consumables; (E) the following projects/works in progress: "Lohja", Xxxxx, Nexans Canada and Nexans France. (F) all Intellectual Property owned by the Seller or any member of the Seller's Group in connection with the Business, including but not limited to those listed in Schedule 2.01(a)without limitation, the Hadwaco Later Developed Technology and the Domain Names; (bG) all tangible property, Accounts Receivable, notes receivable, inventories, spare parts, prepayments, deferred items, work the Business Information; and 2.2 Title in process, supplies, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings each of the Assets will pass to the Purchaser on Completion 2.3 The only liabilities of the Seller to be transferred to and fixtures assumed by the Purchaser at Completion are as follows: (A) employee related liabilities accrued after the Cut-Off Date (but not including liabilities relating to the termination of Sellers existing on the Closing DateSpecified Employees);; (cB) all trademarks liabilities related to the Assumed Contracts as set out in Schedule 2 and trade namesongoing quotations, trademark orders and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, purchases related to the applications therefor and the licenses thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunderBusiness; (dC) all drawings, blueprints, specifications designs and data owned by Sellers on liabilities relating to the Closing Dateprojects / works in progress listed in Clause 2.1 (E) ; (eD) all catalogues, brochures, sales literature, promotional material and other selling material of Sellers; (f) all files, documents, papers, agreements, books of account and other records pertaining to the Assets which are located at the offices, plants, warehouses or other locations used in connection with the Assets; (g) all rights of Sellers under all contracts, agreements, licenses, leases, sales orders, purchase orders and other commitments Buyer will assume pursuant to Section 1.3 hereof; and (h) all application and operating computer software programs listed in Section 2.01(h) of the Disclosure Schedule attached hereto, the exclusive worldwide rights to market and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and (i) all other assets and rights of every kind and nature, real or personal, tangible or intangible, which are owned and used by Sellers in the Business except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession of the originals and all copies of all Assets referred to in Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets accounts payable falling due after the Closing Cut-Off Date.;

Agreement to Sell and Purchase. Upon (a) At the terms and subject to the conditions set forth in this Agreement, at the Closing and in exchange for payment of the Purchase Price as described in Section 2.02Closing, the Sellers Seller shall sell grant, sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase from the Sellers as Seller, all right, title and interest of the same shall exist Seller in and to all of the assets, properties, and rights of every kind, and description, real, personal and mixed, tangible and intangible wherever situated constituting or used in the Business on the Closing DateDate other than the Excluded Assets (the "Purchased Assets"), free and clear of all of Sellers’ rights in Encumbrances (subject to Section 3.2(a)(iii)), but including the following: (ai) All Assets all Accounts Receivable; (ii) all Inventory; (iii) all furniture, fixtures, automobiles, leasehold improvements, tooling, machinery and equipment; (iv) all customer records, including principal contacts, addresses and telephone numbers, purchasing history, equipment demographics, payment information and any other information; (v) all records with respect to suppliers, employees and other aspects of the Sellers used in the Business; (vi) all Patents; (vii) all Trade Secrets; (viii) all Copyrights; (ix) all manufacturing, warehouse and office supplies; (x) all Software Products, Off-the-Shelf Software and Custom Software (including but not limited to those listed in Schedule 2.01(adocumentation and related object and source codes); (bxi) all tangible property, Accounts Receivable, notes receivable, inventories, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings and fixtures of Sellers existing on the Closing DateTrademarks; (cxii) all trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrationsrights under the Building Leases, the applications therefor Other Real Estate Leases and the licenses Non-Real Estate Leases, and any easements, deposits or other rights pertaining thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunder; (dxiii) all drawings, blueprints, specifications designs and data owned by Sellers on the Closing Daterights under any Governmental Permits; (exiv) all catalogues, brochures, sales literature, promotional material and other selling material of Sellersrights related to any prepaid expenses; (fxv) all filesthe assets of the Seller as set forth on the Balance Sheet and those assets of the Seller whose ownership by the Seller is implied by the assumptions made in the preparation of the Balance Sheet, documentsexcept as otherwise indicated on Schedule 2.1; (xvi) all equity interests owned by the Seller in any Person; (xvii) all notes receivable from non-shareholder employees of the Seller (aggregating $53,600); (xviii) all rights under any Contracts except to the extent specified in Section 2.5; (xix) all goodwill and other intangible assets of the Seller; and (xx) all universal resource locators used by the Seller in connection with the Business. (b) Notwithstanding the foregoing, papersthe Purchased Assets shall not include any of the following (the "Excluded Assets"): (i) the corporate seals, agreementsCharter Documents, minute books, stock books, tax returns, books of account and or other records pertaining having to the Assets which are located at the offices, plants, warehouses or other locations used in connection do with the Assetscorporate organization of the Seller; (gii) all the rights of Sellers that accrue or will accrue to the Seller under all contracts, agreements, licenses, leases, sales orders, purchase orders and other commitments Buyer will assume pursuant to Section 1.3 hereofthis Agreement; andor (hiii) all application and operating computer software programs listed in Section 2.01(h) of the Disclosure Excluded Assets specified on Schedule attached hereto, the exclusive worldwide rights to market and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and (i) all other assets and rights of every kind and nature, real or personal, tangible or intangible, which are owned and used by Sellers in the Business except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession of the originals and all copies of all Assets referred to in Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing Date2.1.

Agreement to Sell and Purchase. Upon (a) At the terms and subject to the conditions set forth in this Agreement, at the Closing and in exchange for payment of the Purchase Price as described in Section 2.02Closing, the Sellers Seller shall sell grant, sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase from the Sellers as Seller, all right, title and interest of the same shall exist Seller in and to all of the assets, properties, and rights of every kind, and description, real, personal and mixed, tangible and intangible wherever situated constituting or used in the Business on the Closing DateDate other than the Excluded Assets (the "Purchased Assets"), free and clear of all of Sellers’ rights in Encumbrances except for those set forth on SCHEDULE 2.1(A), but including the following: (ai) All Assets all Accounts Receivable; (ii) all Inventory; (iii) all furniture, fixtures, automobiles, leasehold improvements, tooling, machinery and equipment; (iv) all customer records, including principal contacts, addresses and telephone numbers, purchasing history, equipment demographics, payment information and any other information; (v) all records with respect to suppliers, employees and other aspects of the Sellers used in the Business; (vi) all Patents; (vii) all Trade Secrets; (viii) all Copyrights; (ix) all manufacturing, warehouse and office supplies; (x) all Software Products, Off-the-Shelf Software and Custom Software (including but not limited to those listed in Schedule 2.01(adocumentation and related object and source codes); (bxi) all tangible property, Accounts Receivable, notes receivable, inventories, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings and fixtures of Sellers existing on the Closing DateTrademarks; (cxii) all trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrationsrights under the Building Leases, the applications therefor Other Real Estate Leases and the licenses Non-Real Estate Leases, and any easements, deposits or other rights pertaining thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunder; (dxiii) all drawings, blueprints, specifications designs and data owned by Sellers on the Closing Daterights under any Governmental Permits; (exiv) all catalogues, brochures, sales literature, promotional material and other selling material of Sellersrights related to any prepaid expenses; (fxv) all filesthe assets of the Seller as set forth on the Balance Sheet; (xvi) all equity interests owned by the Seller in any entity, documentsincluding the ownership of equity in the entities set forth on SCHEDULE 4.14; (xvii) all rights under any insurance contracts; and (xviii) all rights under any Contracts except to the extent specified in SECTION 2.5. (b) Notwithstanding the foregoing, papersthe Purchased Assets shall not include any of the following (the "Excluded Assets"): (i) cash in an amount not to exceed $4,142,778; (ii) the corporate seals, agreementsCharter Documents, minute books, stock books, tax returns, books of account and or other records pertaining having to the Assets which are located at the offices, plants, warehouses or other locations used in connection do with the Assetscorporate organization of the Seller; (giii) all the rights of Sellers that accrue or will accrue to the Seller under all contracts, agreements, licenses, leases, sales orders, purchase orders and other commitments Buyer will assume pursuant to Section 1.3 hereofthis Agreement; andor (hiv) all application and operating computer software programs listed in Section 2.01(h) of the Disclosure Schedule attached hereto, the exclusive worldwide rights to market and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptionsExcluded Assets specified on SCHEDULE 2.1(B), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and (i) all other assets and rights of every kind and nature, real or personal, tangible or intangible, which are owned and used by Sellers in the Business except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession of the originals and all copies of all Assets referred to in Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing Date.

Agreement to Sell and Purchase. Upon Subject to the terms and subject to the conditions set forth in this Agreement, at the Closing and in exchange for payment of the Purchase Price as described in Section 2.02Seller hereby agrees to sell, the Sellers shall sell assign, transfer, convey and deliver to the Buyer, and Buyer agrees to purchase, assume and accept from Seller all now or hereafter acquired right, title and interest of the Buyer shall purchase from Seller (if any as to the Sellers as the same shall exist on the Closing Dateitems specified in Sections 2.1(c) – (h)), all of Sellers’ rights in and to the following: (a) All Assets the fee simple title and all other rights and interest of Seller in and to all of the Sellers used land legally described on Exhibit A-1 attached hereto and incorporated herein by reference, and the leasehold interests under the Prime Leases for real property described on Exhibit A-2 (collectively, the “Land”), together with all of Seller’s right, title and interest in and to all easements, rights and interests appurtenant thereto, subject in the Businesscase of the Prime Lease Properties, including but not limited to those listed in Schedule 2.01(a)the rights of the lessors under the Prime Leases; (b) the fee title to all of the buildings, structures, fixtures, operating systems, fences, support systems, surface parking lots, parking spaces and garages and other improvements affixed to or located on the Land, including the Facilities, subject, in the case of the Prime Lease Properties, to the rights of the lessors under the Prime Leases (collectively, the “Improvements”); (c) all tangible propertypersonal property of Seller located upon the Land or within the owned Improvements thereon, Accounts Receivablebut excluding any vehicles and any personal property of Tenant, notes receivablesubtenants or other third parties (including lessors under the Prime Leases), including any and all appliances, furniture, equipment, computer equipment, hardware and software, art work, planters, canopies, carpeting, draperies and curtains, tools, supplies, inventories, spare partsequipment and other items of personal property; (d) all of Seller’s rights and obligations under Contracts, prepaymentsincluding under the Master Lease, deferred itemsMaster Transaction Agreement, work the Prime Leases, and the Office Building Leases, related to circumstances first arising or accruing on and after the Closing Date, together with all rights to any deposits (if any) held or made in processconnection therewith; (e) to the extent Buyer is required as an owner of the Property by Law to honor or if not so required, suppliesto the extent Buyer in its sole discretion elects to assume the same, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings Seller’s rights and fixtures obligations under all leases or occupancy agreements of Sellers existing any kind and nature with respect to any of the Facilities first arising or accruing on and after the Closing Date; (cf) all trademarks and trade namesother intangible personal property of Seller solely related to Seller’s ownership of, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrationsor leasehold interest in, the applications therefor Facilities, including the rights to the names of the Facilities as provided for in Exhibit B, and the licenses thereto, together any goodwill of Seller associated with the goodwill Facilities first arising or accruing on and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunder; (d) all drawings, blueprints, specifications designs and data owned by Sellers on after the Closing Date; (e) all catalogues, brochures, sales literature, promotional material and other selling material of Sellers; (f) all files, documents, papers, agreements, books of account and other records pertaining to the Assets which are located at the offices, plants, warehouses or other locations used in connection with the Assets; (g) all of Seller’s right, title and interest in all warranties, representations, guarantees, contract rights of Sellers under all contractsand miscellaneous rights, agreementsif any, licenses, leases, sales orders, purchase orders and relating to the Facilities or to any other commitments Buyer will assume items to be transferred pursuant to Section 1.3 hereofthis Agreement, but only to the extent the same are transferable or assignable; and (h) to the extent Seller’s interest is assignable pursuant to applicable Law, all application applicable bed rights, licenses and operating computer software programs listed in Section 2.01(hPermits of Seller solely related to Seller’s ownership of, or leasehold interest in, each of the Healthcare Facilities or Seller’s obligations under the Master Lease, Master Transaction Agreement, Prime Leases, or Office Building Leases (collectively items (c) through (h) of the Disclosure Schedule attached hereto, the exclusive worldwide rights to market and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and (i) all other assets and rights of every kind and nature, real or personal, tangible or intangible, which are owned and used by Sellers in the Business except for Excluded Assets. Sellers this Section 2.1 shall deliver to Buyer on the Closing Date possession of the originals and all copies of all Assets be referred to in this Agreement as the “Personal and Intangible Assets,” and all of the above described property in items (a) through (h) of this Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates 2.1 shall retain any copies of such Assets after be referred to in this Agreement as the Closing Date“Assets”).

Agreement to Sell and Purchase. Upon At the Closing and effective as of the Effective Time, subject to the terms and subject to the conditions set forth in of this Agreement, at including the Closing reservation and in exchange for payment retention of the Purchase Price Excluded Assets (as described and defined in Section 2.022.2), the Sellers Seller shall sell sell, convey and deliver assign to the Buyer, and the Buyer shall purchase from the Sellers as the same shall exist on the Closing Datepurchase, pay for, and accept, all of Sellers’ rights Seller’s right and title to, and interest in the following:following assets and properties (such right, title and interest collectively referred to herein as the “Properties”, and each, individually, a “Property”): (ai) All Assets the oil, gas and/or mineral leases described on Exhibit A-1, including any ratifications, extensions and amendments thereof, whether or not any such ratifications, extensions or amendments are described on Exhibit A-1 (the “Leases”) and (ii) the lands covered by the Leases (the “Lands”), including any fee mineral interest, fee royalty interests, oil, gas and/or mineral leases, overriding royalties, production payments and net profits interests covering or arising out of the Sellers used Lands, in each case, together with any and all leasehold interests and other rights, titles and interests in and to any pooled acreage, communitized acreage or units arising on account of the BusinessLeases or the Lands having been pooled, including but not limited to those listed in Schedule 2.01(acommunitized or unitized into such units (the “Unit Interests”); (b) all tangible propertyoil xxxxx and gas xxxxx, Accounts Receivableobservation xxxxx, notes receivablewater injection xxxxx, inventoriessalt water disposal xxxxx, spare partscarbon dioxide xxxxx and other injection or disposal xxxxx, prepaymentswhether producing, deferred itemstemporarily abandoned, work permanently plugged and abandoned or shut-in, and all other xxxxx of every nature and kind, in processeach case, supplieslocated on or attributable to the Leases, leaseholdsthe Lands or the Unit Interests, leasehold improvementsincluding all of the xxxxx described on Exhibit B (the “Xxxxx”, toolsand, fixturestogether with the Lands, machinerythe Leases, equipmentand the Unit Interests, furniture, office furnishings the “Subject Oil and fixtures of Sellers existing on the Closing DateGas Interests”); (c) all trademarks oil, gas, well gas, casinghead gas, condensate, and trade namesall components of any of them (including liquids and products produced from any of them) (the “Hydrocarbons”), trademark in each case, (i) produced from or attributable to the Subject Oil and trade name registrations, service marks Gas Interests from and service xxxx registrations, copyrights, copyright registrationsafter the Effective Time or (ii) for which Seller receives an adjustment to the Purchase Price pursuant to Section 3.2(a)(ii)(Y) (collectively, the applications therefor “Conveyed Hydrocarbons”), and the licenses thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunderImbalances; (d) to the extent assignable and to the extent the transfer or disclosure thereof would not be restricted by binding obligations of confidentiality (which Seller will endeavor in good faith to have lifted any and all drawingsrelevant obligations of confidentiality, blueprintsprovided that Seller shall not be required to expend any funds that Buyer does not agree in writing to pay in connection therewith), specifications designs all written agreements and data owned contracts (i) to which Seller is a party (or is a successor or assign of a party) or in which Seller otherwise holds an interest, (ii) that will be binding on Buyer on and after the Effective Time, and (iii)(A) by Sellers which any of the assets and properties described in this Section 2.1 are bound or (B) that relate to the assets and properties described in this Section 2.1 or the operations with respect thereto, including farmin agreements, farmout agreements, operating agreements, Hydrocarbon purchase, sale, compression, transportation, treating, marketing, exchange, processing and fractionating agreements, and those agreements described on Exhibit A-2 (but excluding the Closing DateLeases or other instruments in, or constituting, Seller’s chain of title to the Leases) (all such contracts and agreements, together with the contracts and agreements described on Exhibit J-2, the “Applicable Contracts”); (e) to the extent assignable or transferable, all catalogueseasements, brochuresrights-of-way, sales literatureservitudes, promotional material surface use agreements, surface leases and other selling material similar rights, obligations and interests that are related to the use, ownership or operation of Sellersany of the Subject Oil and Gas Interests or any of the Tangible Property (the “Rights of Way”); (f) to the extent assignable or transferable (unless the assignment or transfer thereof would require the payment of a fee or other consideration to any Person other than Seller (or any of its affiliates) that Buyer has not separately agreed in writing to pay), all filespermits, documentswater rights (including water withdrawal, papersstorage, agreementsdischarge, books of account treatment, injection and disposal rights), licenses, registrations, consents, orders, approvals, variances, exemptions, waivers, franchises, rights and other records pertaining authorizations issued by any governmental agency to the Assets which are located at extent related to the officesuse, plants, warehouses ownership or other locations used in connection with operation of any of the AssetsSubject Oil and Gas Interests or any of the Tangible Property (the “Permits”); (g) all rights of Sellers under all contractsequipment, agreementsmachinery, licensesfixtures, leases, sales orders, purchase orders and other commitments Buyer will assume pursuant real, immovable, personal, movable and mixed property that is located on the Leases or the Lands and used (or held for use) in connection with the use, ownership or operation of the Subject Oil and Gas Interests, including flow lines, pipelines, gathering and processing systems and appurtenances thereto, well pads, caissons, tank batteries, equipment inventory (other than any equipment inventory consumed in the ordinary course of business prior to Section 1.3 hereof; andthe Closing) and improvements (collectively, the “Tangible Property”); (h) all application and operating computer software programs listed except to the extent the transfer or disclosure thereof would be restricted by binding obligations of confidentiality (which Seller will endeavor in Section 2.01(h) of the Disclosure Schedule attached heretogood faith to have lifted, the exclusive worldwide rights provided that Seller shall not be required to market and service such programs, all trade secrets and processes relating expend any funds that Buyer does not agree in writing to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptionspay in connection therewith), all procedures for of the modification data (other than any geophysical or other seismic or related technical data and preparation for information, together with interpretive data and information, whether owned or licensed by Seller or any of its affiliates), files, records, maps and information, whether held in hard copy or electronic format, in Seller’s or its affiliates’ possession to the release extent related to any of enhanced versions of the assets and properties described in this Section 2.1 and/or ownership or operation thereof, including all land, title and contract files and operations, accounting, environmental, production and Tax records with respect to such programsproperties and assets (the “Records”); provided, however, that with respect to any such data, files, records, maps and information that contain any data or information included in or relating to the Excluded Assets, Seller shall arrange, at Seller’s sole cost and expense, to have such data or information redacted therefrom, and all available testing data relative Buyer shall thereafter be entitled to copies of, and the installation right to use, such data, files, records, maps and checkout of such programs; andinformation; (i) all claims for refunds of, and any loss or credit carryovers or similar items with respect to, any Production Taxes attributable to any period from and after the Effective Time; (j) all trade credits, accounts, receivables, instruments, general intangibles and other proceeds, benefits, income or revenues attributable to any of the assets and rights properties described in this Section 2.1 (including from the sale of every kind any Conveyed Hydrocarbons) with respect to any period of time from and nature, after the Effective Time; (k) the real or personal, tangible or intangible, which are owned and used by Sellers property described in the Business except for Excluded Assets. Sellers shall deliver to Buyer surface deeds set forth on the Closing Date possession Exhibit A-4 and all improvements, fixtures and personal property located thereon; (l) all of the originals issued and outstanding membership interests of Oakfield (the “Oakfield Interests”) (and, indirectly, through the transfer of the Oakfield Interests, the Oakfield Assets); and (m) except to the extent relating to any of Seller’s indemnity obligations hereunder, all rights, claims and causes of action against third parties that are attributable to, or arising under, any of the assets and properties described in this Section 2.1 (including the Applicable Contracts), in each case, that are attributable to periods of time from and after the Effective Time (including claims for adjustments or refunds). All right, title and interest of the Company Parties in and to an individual Property or Oakfield Asset, a “Conveyed Property” and all copies right, title and interest of all the Company Parties in and to the Properties and the Oakfield Assets referred to in Section 2.01 hereofas a whole, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing Date“Conveyed Properties”.

Agreement to Sell and Purchase. Upon 1.1 Property to be Purchased by Purchaser. Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase and acquire from Seller, upon the terms and subject to the conditions hereinafter set forth in this Agreement, at the Closing and in exchange for payment of the Purchase Price as described in Section 2.02, the Sellers shall sell and deliver to the Buyer, and the Buyer shall purchase from the Sellers as the same shall exist on the Closing Dateforth, all of Sellers’ rights Seller's right, title and interest in and to the following:following property (collectively, the "Owned Property"): (a) All Assets of the Sellers used in the Business, including but not limited to those listed in Schedule 2.01(a); (b) 1.1.1 all tangible property, Accounts Receivable, notes receivable, inventories, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, toolsfurnishings, fixtures, machinery, equipment, furniture, office furnishings vehicles and fixtures of Sellers existing on the Closing Date; (c) all trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, the applications therefor and the licenses thereto, together with the goodwill and the Business personalty attached or appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunder; (d) all drawings, blueprints, specifications designs and data owned by Sellers on the Closing Date; (e) all catalogues, brochures, sales literature, promotional material and other selling material of Sellers; (f) all files, documents, papers, agreements, books of account and other records pertaining to the Assets which are located at the offices, plants, warehouses or other locations used in connection with the AssetsPremises that are owned by Seller, and all inventories, supplies, sales, marketing and instructional materials of every kind and description relating to the Business, wherever located, including without limitation, the items described on Exhibit B-1 attached hereto and made a part hereof (the "Personal Property"), except specifically not including the items described on Exhibit B-2 attached hereto and made a part hereof; 1.1.2 the files, books, notices and other correspondence from any governmental agencies, and other records used or employed by Seller or its affiliates in connection with the leasing of the Premises and/or operation of the Premises and the Business (g) all rights of Sellers under all contractscollectively, agreementsthe "Records"); 1.1.3 any consents, authorizations, variances, waivers, licenses, leasescertificates, sales orderspermits and approvals held by or granted to Seller in connection with the leasing and/or operation of the Premises (collectively, purchase orders the "Permits"); 1.1.4 any manufacturers' and other commitments Buyer will assume pursuant vendors' warranties and guarantees, except to Section 1.3 hereofthe extent the same relate solely to any Retained Assets or Retained Liabilities (the "Claims"); and 1.1.5 the contracts, leases, and other agreements relating to the Premises as listed on Exhibit C attached hereto and made a part hereof (h) all application and operating computer software programs listed in Section 2.01(h) of the Disclosure Schedule attached heretocollectively, the exclusive worldwide rights to market "Contracts") 1.1.6 any other properties and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and (i) all other assets and rights of every kind and nature, real or personal, tangible or intangible, which are owned by Seller, relating in any way whatsoever to the Premises or the Business, except to the extent the same relate solely to the Retained Assets or Retained Liabilities. 1.2 Property to be Suboccupied by Seller and used by Sellers in Purchaser. Concurrently with the Business except for Excluded Assets. Sellers shall deliver to Buyer on execution of this Agreement and the Closing Date possession of hereunder, Seller agrees to permit the originals Purchaser to suboccupay the Premises pursuant to the Suboccupancy Agreement attached hereto as Exhibit D and all copies of all Assets referred to in Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after made a part hereof (the Closing Date"Suboccupancy Agreement").

Agreement to Sell and Purchase. Upon Sellers hereby agree to sell and convey to Buyer, and Buyer hereby agrees to purchase and accept from Sellers, for the terms Purchase Price (hereinafter defined) and upon and subject to the terms and conditions hereinafter set forth in this Agreement, at the Closing and in exchange for payment of the Purchase Price as described in Section 2.02, the Sellers shall sell and deliver to the Buyer, and the Buyer shall purchase from the Sellers as the same shall exist on the Closing Dateforth, all of Sellers’ rights respective interests in the following:following described property (hereinafter referred to collectively as the “Property”): (a) All Assets of the Sellers used in the Business, including but not limited to those listed in Schedule 2.01(a)Land legally described on Exhibit A1; (b) all tangible propertythe DNW Building, Accounts Receivablelegally described on Exhibit B1; Buildings A and B, notes receivablelegally described on Exhibit B2, inventories, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings and fixtures of Sellers existing related facilities situated on the Closing DateLand, and all other improvements situated on the Land (the “Buildings”); (c) all trademarks of the rights and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, appurtenances pertaining to the applications therefor Land and the licenses theretoBuildings, together with the goodwill including all right, title and the Business appurtenant thereto; excludinginterest of Sellers in and to adjacent streets, howeveralleys, all intangible intellectual property easements and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunderrights-of-way; (d) all drawingsof the furniture, blueprintsfurnishings, specifications designs fixtures, appliances, equipment, machinery, names and data other items of tangible and intangible personal property owned by Sellers on situated upon or used in connection with the Closing DateLand and the Buildings, if any; (e) that certain lease agreement dated May 9, 2000, as amended, between Daytona Northwest, LLC, as Landlord, and Microsoft Corporation, as tenant, covering the DNW Building, those certain lease agreements and those certain operating lease agreements pertaining to Buildings A and B described on Schedule 1, and that certain ground lease and subground lease both described on Schedule 1 (together, the “Leases”), and all cataloguessecurity, brochures, sales literature, promotional material advance rental and other selling material of Sellersdeposits, if any, made under the Leases; (f) all filessite and as-built plans, documentssurveys, paperssoil and substrata studies, agreementsarchitectural renderings, books of account plans and specifications, engineering plans and studies, floor plans, landscape plans and other records pertaining plans, diagrams or studies of any kind, if any, now or hereafter in the possession of Sellers which relate to the Assets which are located at the offices, plants, warehouses or other locations used in connection with the AssetsProperty; (g) all rights operating manuals, marketing brochures, market studies, tenant data sheets and other books, records and materials of any kind now or hereafter in the possession or control of Sellers under all contractsrequired in connection with the current, agreementscontinuing, licensesor prior ownership, leases, sales orders, purchase orders operation and other commitments Buyer will assume pursuant to Section 1.3 hereof; andmanagement of the Improvements; (h) all application of Sellers’ rights under any leases covering leased equipment, all licenses, permits, logos, warranties, trade lists, tenant lists, trademarks, mailing lists, utility deposits and operating computer software programs listed in Section 2.01(h) arrangements, trade names and telephone exchanges related to the ownership, operation and management of the Disclosure Schedule attached heretoProperty; (i) maintenance records, service contracts and other contracts or documents (the exclusive worldwide rights “Service Contracts”) to market and service such programs, all trade secrets and processes relating which each Seller is a party that relate to such programs, all current, previous, enhanced and developmental versions the operation of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programsProperty; and (ij) all such other assets rights, interests and rights of every kind and natureproperties as may be specified in this Agreement to be sold, real transferred, assigned or personal, tangible or intangible, which are owned and used conveyed by Sellers in the Business except for Excluded Assetsto Buyer. Sellers shall deliver reserve and retain all claims for the refund of sewer and traffic mitigation fees paid by Sellers’ predecessors in interest prior to Buyer on the Closing Date possession of the originals and all copies of all Assets referred to in Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing Date; provided, no such claim or refund shall adversely affect Buyer’s capacity to operate the Property in the same manner operated immediately preceding the Closing. Buyer agrees to reasonably cooperate (at no cost or expense to Buyer) in Sellers’ efforts to collect such fee refunds, including signing documents that may be required to assign the refunds to Sellers.

Agreement to Sell and Purchase. Upon At the Closing and effective as of the Effective Time, subject to the terms and subject to the conditions set forth in of this Agreement, at including the Closing reservation and in exchange for payment retention of the Purchase Price Excluded Assets (as described and defined in Section 2.022.2), the Sellers Seller shall sell sell, convey and deliver assign to the Buyer, and the Buyer shall purchase from the Sellers as the same shall exist on the Closing Datepurchase, pay for, and accept, all of Sellers’ rights Seller’s right and title to, and interest in the following:following assets and properties (other than any assets or properties that Seller does not own or hold as of the Closing pursuant to actions taken (or not taken) by Seller in compliance with Section 5.1) (such assets and properties being collectively referred to herein as the “Properties”, and each, individually, a “Property”): (a) All Assets (i) the oil, gas and/or mineral leases described on Exhibit A-1 and any other oil, gas and mineral leases on which the Xxxxx are located, including any ratifications, extensions and amendments thereof, whether or not any such ratifications, extensions or amendments are described on Exhibit A-1 (the “Leases”) and (ii) the lands covered by the Leases (the “Lands”), including any fee mineral interest, fee surface interest, fee royalty interests, oil, gas and/or mineral leases, overriding royalties, production payments and net profits interests covering or arising out of the Sellers used Lands (even though such interest may be incorrectly described in or omitted from Exhibit A-1), in each case, together with any and all leasehold interests and other rights, titles and interests of Seller in and to any pooled acreage, communitized acreage or units arising on account of the BusinessLeases or the Lands having been pooled, including but not limited to those listed in Schedule 2.01(acommunitized or unitized into such units (the “Unit Interests”); (b) all tangible propertyoil xxxxx and gas xxxxx, Accounts Receivableincluding temporarily abandoned and permanently plugged and abandoned oil and gas xxxxx, notes receivablelocated on or attributable to the Leases, inventoriesthe Lands or the Unit Interests, spare partsincluding all of the xxxxx described on Exhibit B (the “Xxxxx”, prepaymentsand, deferred itemstogether with the Lands, work in processthe Leases, suppliesand the Unit Interests, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings the “Subject Oil and fixtures of Sellers existing on the Closing DateGas Interests”); (c) all trademarks oil, gas, well gas, casinghead gas, condensate, and trade namesall components of any of them (including liquids and products produced from any of them) (the “Hydrocarbons”), trademark in each case, produced from or attributable to the Subject Oil and trade name registrations, service marks Gas Interests from and service xxxx registrations, copyrights, copyright registrations, after the applications therefor Effective Time (the “Conveyed Hydrocarbons”) and the licenses thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, additionally all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunderStored Hydrocarbons; (d) to the extent assignable and to the extent the transfer or disclosure thereof would not be restricted by binding obligations of confidentiality (which, at the request of Buyer, Seller will endeavor in good faith to have lifted, provided that Seller shall not be required to expend any funds that Buyer does not agree in writing to pay in connection therewith), all drawingsagreements and contracts (oral or written) to which Seller is a party or in which Seller otherwise holds an interest and (i) by which any of the assets and properties described in this Section 2.1 are bound or (ii) that primarily relate to the assets and properties described in this Section 2.1 or the operations with respect thereto, blueprintsincluding farmin agreements, specifications designs farmout agreements, operating agreements, surface use agreements, Hydrocarbon purchase, sale, compression, transportation, treating, marketing, exchange, processing and data owned by Sellers fractionating agreements, and those agreements described on Exhibit A-2 (all such contracts and agreements, the Closing Date“Applicable Contracts”), in each case, only insofar as applicable to the Properties; (e) to the extent assignable or transferable, all catalogueseasements, brochuresrights-of-way, sales literatureservitudes, promotional material surface leases and other selling material similar rights, obligations and interests that are primarily related to the use, ownership or operation of Sellersany of the Subject Oil and Gas Interests or any of the Tangible Property, including those described on Exhibit A-3 (the “Rights of Way”); (f) all files, documents, papers, agreements, books of account and other records pertaining to the Assets which are located at extent assignable or transferable, unless the offices, plants, warehouses assignment or transfer thereof would require the payment of a fee or other locations used consideration to any Person other than Seller (or any of its Affiliates) that Buyer has not separately agreed in connection with the Assets; writing to pay, all permits, water rights (g) all rights of Sellers under all contractsincluding water withdrawal, agreementsstorage, discharge, treatment, injection and disposal rights), licenses, leasesregistrations, sales consents, orders, purchase orders approvals, variances, exemptions, waivers, franchises, rights and other commitments Buyer will assume pursuant authorizations issued by any governmental agency that are primarily related to Section 1.3 hereof; and (h) all application and operating computer software programs listed in Section 2.01(h) the use, ownership or operation of any of the Disclosure Schedule attached hereto, the exclusive worldwide rights to market Subject Oil and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions Gas Interests or any of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, Tangible Property (the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions“Permits”), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and; (i) all equipment, machinery, fixtures, and other assets real, immovable, personal, movable and rights mixed property that is located on the Leases or the Lands and primarily used (or held for use) in connection with the use, ownership or operation of the Xxxxx, including flow lines, pipelines, well pads, caissons, tank batteries, equipment inventory (other than any equipment inventory consumed in the ordinary course of business prior to the Closing), improvements and abandoned property, water injection xxxxx and other injection or disposal xxxxx, and all other xxxxx of every nature and kind (other than the Xxxxx) located on or attributable to the Leases, the Lands or the Unit Interests, and nature, real or personal, tangible or intangible, which are owned and used by Sellers in the Business except for Excluded Assets. Sellers shall deliver to Buyer (ii) all radio towers located on the Closing Date possession Rights of Way (collectively, the “Tangible Property”); (h) except to the extent the transfer or disclosure thereof would be restricted by binding obligations of confidentiality (which, at the request of Buyer, Seller will endeavor in good faith to have lifted, provided that Seller shall not be required to expend any funds that Buyer does not agree in writing to pay in connection therewith), originals and all or copies of all of the data (other than any geophysical or other seismic or related technical data), files, records, maps and information, whether held in hard copy or electronic format, in Seller’s possession that are primarily related to any of the assets and properties described in this Section 2.1, including all land, title and contract files and operations, accounting, environmental, production and Tax records with respect to such properties and assets (collectively, the “Records”); provided, however, that with respect to any Records that contain any data or information included in or relating to the Excluded Assets referred or the Retained Properties, Seller may arrange, at Seller’s sole cost and expense, to in Section 2.01 hereofhave such data or information redacted therefrom; (i) all claims for refunds of, and neither Sellers nor any loss or credit carryovers or similar items with respect to, any Production Taxes attributable to any period from and after the Effective Time; and (j) all trade credits, accounts, receivables, instruments, general intangibles and other proceeds, benefits, income or revenues attributable to any of its or their stockholders, directors, officers, employees or Affiliates shall retain the assets and properties described in this Section 2.1 (including from the sale of any copies Conveyed Hydrocarbons) with respect to any period of such Assets time from and after the Closing DateEffective Time and (ii) any Third Party Suspense Funds that are outstanding as of the Closing.

Agreement to Sell and Purchase. Upon the terms and subject to the conditions set forth contained in this Agreement, at the Closing and in exchange for payment of the Purchase Price as described in Section 2.02Closing, the Sellers Seller shall sell sell, assign, grant, convey, transfer and deliver to the Buyer, and the Buyer shall purchase and accept from Seller, all right, title and interest in and to all of the Sellers as the same shall exist assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, owned by Seller, wherever situated on the Closing DateDate (the “Purchased Assets”), free and clear of all of Sellers’ rights in Liens (except for Permitted Liens and Assumed Liabilities), including, without limitation, the following: (a) All Assets of the Sellers used in the Business, including but not limited to those listed in Schedule 2.01(a)all cash and cash equivalents; (b) all tangible property, Accounts Receivable, notes receivable, inventories, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings and fixtures of Sellers existing on the Closing Date; (c) all trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, the applications therefor and the licenses thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunderInventory; (d) all drawingsmachinery and equipment, blueprintsincluding all automobiles, specifications designs and data owned by Sellers on trucks, trailers or other modes of transportation used in connection with the Closing DateBusiness which are not Excluded Assets; (e) all cataloguesfixed assets, brochures, sales literature, promotional material including all Furniture and other selling material of SellersFixtures; (f) all filesrights under the Real Property Lease and the Leased Real Property, documents, papers, agreements, books of account including any leasehold interest therein and other records pertaining to the Assets which are located at the offices, plants, warehouses or other locations used in connection with the Assetsany leasehold improvements thereon; (g) all rights of Sellers under all contractsSeller’s right, agreements, licenses, leases, sales orders, purchase orders title and other commitments Buyer will assume pursuant interest in and to Section 1.3 hereof; andthe Non-Real Estate Leases; (h) all application and operating computer software programs listed in Section 2.01(h) of rights under any Contracts except for Excluded Contracts (the Disclosure Schedule attached hereto“Assumed Contracts”), the exclusive worldwide rights to market and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereofeasements, and all documentation related deposits or other rights pertaining thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and; (i) all rights relating to any prepaid expenses, advances (including prepaid royalties), credits and deposits of Seller made in connection with the Business, and any and all rights and/or products associated therewith; (j) copies of any and all books, records, files, documents and other assets miscellaneous archival property and information relating to the Business, including (i) any and all corporate data backups regarding Inventory, sourcing detail, employee data, sales and customers, (ii) any and all marketing images and collateral, historical photos, advertising and other information or materials regarding the Business, including all records with respect to all customers, suppliers and employees of Seller, mailing lists, catalogs, brochures and handbooks, and (iii) all telephone numbers and facsimile numbers currently used in the Business; (k) all rights related to any portion of every kind the Purchased Assets, including any express or implied third party warranties, guarantees, representations, covenants, indemnities, and natureother similar contractual rights or claims as to third parties held by or in favor of Seller and arising out of, real resulting from or personalrelating to the Purchased Assets, tangible including, but not limited to, any warranties or intangibleclaims with respect to damaged or defective goods; (l) all rights under any Governmental Permits; (m) all rights, which are title and interest in, to and under any trademarks, trade names or other Intellectual Property owned and or used by Sellers in Seller, including the Business except for Excluded Assets. Sellers shall deliver names Delightful Deliveries, Inc. or any derivation thereof; (n) all Confidential Information; (o) all rights under any insurance benefits, including rights and proceeds arising from or relating to Buyer on the Closing Date possession of Purchased Assets or the originals and all copies of all Assets referred Assumed Liabilities prior to in Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing Date, unless expanded in accordance with this Agreement; and (p) all other assets of Seller, whether or not otherwise described in this Section 2.1.

Agreement to Sell and Purchase. Upon (a) Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing and in exchange for payment of the Purchase Price as described in Section 2.02, the Sellers shall Seller agrees to sell and deliver to the BuyerPurchaser, and the Buyer shall Purchaser agrees to purchase from the Sellers as the same shall exist on the Closing DateSeller, all of Sellers’ rights in the following: (ai) All Assets of fee simple title to the Sellers used in the Businessland described on Exhibit 2.1(a)(i) attached hereto and all rights, easements and appurtenances thereto, including but not limited any right, title or interest of Seller in and to those listed in Schedule 2.01(aadjacent streets, alleys or rights-of-way (the “Land”). (ii) all buildings, improvements, structures and fixtures situated on the Land, excluding trade fixtures owned by Space Lease Tenants (as defined below) (the “Improvements”); (biii) all tangible propertyequipment and other personal property owned by Seller and located in, Accounts Receivableor affixed to, notes receivablethe Improvements, inventoriesexcluding inventory owned by Seller and held for sale in the ordinary course of business and sale and inventory scanning systems, spare partscash registers, prepaymentscomputer equipment and hardware systems utilized by Seller in the ordinary course of business as a consumer electronics retailer and audio and car display boards (collectively, deferred items, work in process, supplies, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings and fixtures of Sellers existing on the Closing Date“Personal Property”); (civ) all trademarks of Seller’s right, title and trade namesinterest as landlord in and to each of the leases and other occupancy agreements (including any amendments or modifications thereto) encumbering the Land and Improvements, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, the applications therefor and the licenses theretoeach as described on Schedule 2.1(a)(iv) attached hereto, together with any new leases and other occupancy agreements entered into prior to the goodwill Closing Date and permitted under the Business appurtenant theretoterms of this Agreement (each, a “Space Lease”); excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunder;Land”). (dv) all drawingsSeller’s right, blueprints, specifications designs title and data interest in and to any intangible property owned by Sellers on the Closing Date; (e) all catalogues, brochures, sales literature, promotional material Seller and other selling material of Sellers; (f) all files, documents, papers, agreements, books of account and other records pertaining to the Assets which are located at the offices, plants, warehouses or other locations currently used in connection with the Assets; (g) all rights of Sellers under all contractsownership or operation for the Property, agreementsincluding, without limitation, plans and specifications, architectural and engineering reports, surveys, permits, licenses, leasesguarantees and warranties, sales ordersexcluding Seller’s right, purchase orders title and other commitments Buyer will assume pursuant interest (if any) in and to Section 1.3 hereofthe trade names “Xxx”, “Xxx Radio and Television”, “Xxx Television and Appliance Centers”, “Xxx TV & Appliance Centers”, “xxxxxxxxx.xxx”, “Xxxxx & Xxxxx Appliances”, “Stereo Town”, and “T.V. & Stereo Town” or any variation thereof (collectively, the “Intangible Property”); and (hvi) all application of Seller’s right, title and operating computer software programs listed in Section 2.01(h) of the Disclosure Schedule attached hereto, the exclusive worldwide rights to market and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and (i) all other assets and rights of every kind and nature, real or personal, tangible or intangible, which are owned and used by Sellers interest in the Business except for Excluded AssetsREAs (as defined below). Sellers shall deliver to Buyer on the Closing Date possession of the originals and all copies of all Assets Items (i)-(vi) above collectively are referred to in Section 2.01 hereofthis Agreement as to each Site as a “Property” and as to all Sites as the “Properties.” The delineation of which Property is owned by Seller One, Seller Two and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing DateSeller Three is set forth in Exhibit 1.1 attached hereto.

Agreement to Sell and Purchase. Upon At the Closing, effective as of the Effective Time, subject to the terms and subject to the conditions set forth in of this Agreement, at including the Closing reservation and in exchange for payment retention of the Purchase Price as described in Section 2.02Excluded Assets, the Sellers Seller shall sell sell, convey and deliver assign to the Buyer, and the Buyer shall purchase from purchase, pay for and accept, the Sellers as Conveyed Interest in and to the same shall exist on following assets and properties (such Conveyed Interest in such assets and properties, collectively, the Closing Date“Properties,” and each, all of Sellers’ rights in the following:individually, a “Property”): (a) All Assets the oil and/or gas leases described on Exhibit A, including all royalty, leasehold, working, operating, carried, net profit, reversionary and any other rights and interests of a similar nature in such leases (the Sellers used Conveyed Interest is such leases and other rights and interests therein, the “Existing Leases”) and the New Leases (the Existing Leases and the Conveyed Interest in the BusinessNew Leases, including but not limited to those listed in Schedule 2.01(acollectively, the “Leases”); (b) any and all tangible propertyleasehold interests and other rights, Accounts Receivabletitles and interests (including any non-consent interests) of Seller in and to any pooled acreage, notes receivablecommunitized acreage or units arising on account of the Leases having been pooled, inventoriescommunitized or unitized into such units (such interest in such acreage or units, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings and fixtures of Sellers existing on the Closing Date“Unit Interests”); (c) all trademarks oil xxxxx and trade namesgas xxxxx, trademark water injection xxxxx and trade name registrationsother injection or disposal xxxxx, service marks temporarily abandoned and service xxxx registrationspermanently plugged and abandoned xxxxx, copyrightsand all other xxxxx of every nature and kind located on or attributable to the Leases or the Unit Interests, copyright registrationsincluding all of the xxxxx described on Exhibit B (such interest in such xxxxx, the applications therefor and the licenses thereto“Xxxxx”, and, together with the goodwill Leases and the Business appurtenant thereto; excludingUnit Interests, however, all intangible intellectual property the “Subject Oil and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunderGas Interests”); (d) all drawingsoil, blueprintsgas, specifications designs well gas, casinghead gas, condensate and data owned by Sellers on all components of any of them (including liquids) (the Closing Date“Hydrocarbons”), in each case, produced from or attributable to the Subject Oil and Gas Interests from and after the Effective Time (such interest in such Hydrocarbons, the “Conveyed Hydrocarbons”); (e) to the extent assignable and to the extent relating to the Properties, all cataloguesagreements and contracts (oral or written) to which Seller is a party or in which Seller otherwise holds an interest by which any of the assets and properties described in this Section 2.1 (or the operations with respect thereto) are bound, brochuresincluding farmin agreements, sales literaturefarmout agreements, promotional material operating agreements, Hydrocarbon purchase, sale, compression, transportation, treating, marketing, exchange, processing and other selling material of Sellersfractionating agreements, equipment leases, well service contracts (such interest in such contracts and agreements, the “Applicable Contracts”); (f) to the extent assignable or transferable and to the extent relating to the use, ownership or operation of any of the Properties, (i) all fileseasements, documentsrights-of-way, papersservitudes, surface use agreements, books surface leases and similar rights, obligations and interests, including those described on Exhibit C (such interest in such rights and interests, the “Rights of account Way”) and (ii) unless the assignment or transfer thereof would require the payment of a fee or other consideration to any Person other than Seller (or any of its Affiliates) that Buyer has not separately agreed in writing to pay, all permits, water rights (including water withdrawal, storage, discharge, treatment, injection and disposal rights), licenses, registrations, consents, orders, approvals, variances, exemptions, waivers, franchises, rights and other records pertaining to authorizations issued by any Governmental Authority (such interest in such permits, rights and other authorizations, the Assets which are located at the offices, plants, warehouses or other locations used in connection with the Assets“Permits”); (g) all rights of Sellers under all contractsequipment, agreementsmachinery, licenses, leases, sales orders, purchase orders fixtures and other commitments Buyer will assume pursuant real, immovable, personal, movable and mixed property (other than such property that is leased to Seller) that is located on lands covered by the Leases and primarily used in connection with the use, ownership or operation of the Xxxxx, including flow lines, pipelines, gathering systems, well pads, caissons, tank batteries, improvements and abandoned property (such interest in such equipment and other property, collectively, the “Equipment”); (h) copies of all of the files, records, maps and information in Seller’s or an Affiliate’s possession or control that are related to any of the assets and properties described in this Section 1.3 hereof2.1, including all land, title and contract files and operations, accounting, environmental, production and Production Tax records with respect to such properties and assets (collectively, the “Records”); (i) (i) all trade credits, accounts, receivables, instruments, general intangibles and other proceeds, benefits, income or revenues attributable to the Properties (including from the sale of any Conveyed Hydrocarbons) with respect to any period of time from and after the Effective Time, (ii) any Suspense Funds that are outstanding as of the Closing and for which an upward adjustment to the Purchase Price is made in accordance with Section 3.2(a)(iii)) and (iii) all Assigned Deposits; (j) all claims for refunds of, and any loss or credit carryovers or similar items with respect to, any Production Taxes attributable to any period from and after the Effective Time; and (hk) all application and operating computer software programs listed of Seller’s rights in Section 2.01(h) that certain Pollution Legal Liability Select Insurance Policy from Chartis Specialty Insurance Company, Policy Number PLS 18813683, with a term running from May 31, 2010 to May 31, 2013. For the purposes of the Disclosure Schedule attached heretoAssignment, Exhibit A shall omit all information concerning the exclusive worldwide rights gross acres, Net Mineral Acres, NPE Lease Working Interest, Non-Consent Working Interest, Mercuria Lease Net Revenue Interest or Non-Consent Net Revenue Interest covered by, included in or attributable to market and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and (i) all other assets and rights of every kind and nature, real Lease or personal, tangible or intangible, which are owned and used by Sellers in the Business except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession of the originals and all copies of all Assets referred to in Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing DateDSU.

Agreement to Sell and Purchase. Upon At the Closing (as defined in Section 8.1(b)) and effective as of the Effective Time (as defined in Section 1.3), subject to the terms and subject to the conditions set forth in of this Agreement, at including the Closing reservation and in exchange for payment retention of the Purchase Price Excluded Assets (as described and defined in Section 2.021.2), the Sellers Seller shall sell sell, convey and deliver assign to the Buyer, and the Buyer shall purchase from the Sellers as the same shall exist on the Closing Datepurchase, pay for, and accept, all of Sellers’ rights Seller’s right and title to, and interest in the following:following assets and properties (other than any assets or properties that Seller does not own or hold as of the Closing pursuant to actions taken (or not taken) by Seller in compliance with Section 4.1) (collectively, the “Properties”, and each, individually, a “Property”): (a) All Assets the oil and/or gas leases described on Exhibit A (each a “Lease” and collectively the “Leases”), together with any and all leasehold interests and other rights, titles and interests of Seller in and to any pooled acreage, communitized acreage or units arising on account of the Sellers used in Leases having been pooled, communitized or unitized into such units (the Business, including but not limited to those listed in Schedule 2.01(a“Unit Interests”); (b) all tangible propertyoil xxxxx and gas xxxxx, Accounts Receivablewater injection xxxxx and other injection or disposal xxxxx, notes receivabletemporarily abandoned and permanently plugged and abandoned xxxxx, inventoriesand all other xxxxx of every nature and kind located on or attributable to the Leases or the Unit Interests, spare partsincluding all of the xxxxx described on Exhibit B (each a “Well” and collectively the “Xxxxx”, prepaymentsand, deferred itemstogether with the Leases and the Unit Interests, work in process, supplies, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings the “Subject Oil and fixtures of Sellers existing on the Closing DateGas Interests”); (c) all trademarks oil, gas, well gas, casinghead gas, condensate, and trade namesall components of any of them (including liquids and products produced from any of them) (the “Hydrocarbons”), trademark in each case, produced from or attributable to the Subject Oil and trade name registrations, service marks Gas Interests from and service xxxx registrations, copyrights, copyright registrations, after the applications therefor Effective Time (the “Conveyed Hydrocarbons”) and the licenses thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunderStored Hydrocarbons (as defined in Section 2.2(a)(ii)); (d) to the extent assignable and to the extent the transfer or disclosure thereof would not be restricted by binding obligations of confidentiality (which, at the request of Buyer, Seller will endeavor in good faith to have lifted, provided that Seller shall not be required to expend any funds that Buyer does not agree in writing to pay in connection therewith), all drawingsagreements and contracts (oral or written) to which Seller is a party or in which Seller otherwise holds an interest and (i) by which any of the assets and properties described in this Section 1.1 are bound or (ii) that primarily relate to the assets and properties described in this Section 1.1 or the operations with respect thereto, blueprintsincluding farmin agreements, specifications designs farmout agreements, operating agreements, Hydrocarbon purchase, sale, compression, transportation, treating, marketing, exchange, processing and data owned by Sellers fractionating agreements, including those agreements described on Exhibit C (all such contracts and agreements, the Closing Date“Applicable Contracts”); (e) to the extent assignable or transferable and then only to the extent primarily related to the use, ownership or operation of any of the Subject Oil and Gas Interests or any of the Tangible Property, (i) all catalogueseasements, brochuresrights-of-way, sales literatureservitudes, promotional material surface use agreements, surface leases and similar rights, obligations and interests (the “Rights-of-Way”) and (ii) unless the assignment or transfer thereof would require the payment of a fee or other consideration to any person other than Seller (or any of its affiliates) that Buyer has not separately agreed in writing to pay, all permits, water rights (including water withdrawal, storage, discharge, treatment, injection and disposal rights), licenses, registrations, consents, orders, approvals, variances, exemptions, waivers, franchises, rights and other selling material of Sellersauthorizations issued by any governmental agency (the “Permits”), including those Rights-of-Way and Permits described on Exhibit D; (fi) all filesequipment, documentsmachinery, papersfixtures, agreements, books of account and other records pertaining to real, immovable, personal, movable and mixed property that is located on the Assets which are located at the offices, plants, warehouses Leases and primarily used (or other locations used held for use) in connection with the Assetsuse, ownership or operation of the Xxxxx, including flow lines, pipelines, well pads, caissons, tank batteries, equipment inventory (other than any equipment inventory consumed in the ordinary course of business prior to the Closing), improvements and abandoned property (the “Tangible Property”); (g) all rights except to the extent the transfer or disclosure thereof would be restricted by binding obligations of Sellers under all contractsconfidentiality (which, agreementsat the request of Buyer, licensesSeller will endeavor in good faith to have lifted, leases, sales orders, purchase orders and other commitments provided that Seller shall not be required to expend any funds that Buyer will assume pursuant does not agree in writing to Section 1.3 hereof; and (h) all application and operating computer software programs listed pay in Section 2.01(h) of the Disclosure Schedule attached hereto, the exclusive worldwide rights to market and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptionsconnection therewith), all procedures for of the modification and preparation for the release of enhanced versions of such programsfiles, records, and information in Seller’s possession that are primarily related to Seller’s ownership and/or operation of the assets and properties described in this Section 1.1, including all available testing data relative land, title and contract files and operations, accounting, environmental, production and well records with respect to such properties and assets (the installation and checkout of such programs“Records”); and (i) all trade credits, accounts, receivables, instruments, general intangibles and other proceeds, benefits, income or revenues attributable to any of the assets and rights properties described in this Section 1.1 (including from the sale of every kind any Conveyed Hydrocarbons) with respect to any period of time from and nature, real or personal, tangible or intangible, which are owned and used by Sellers in the Business except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession of the originals and all copies of all Assets referred to in Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing DateEffective Time.

Agreement to Sell and Purchase. Upon In accordance with the terms and subject to the conditions set forth in of this Agreement, at the Closing and in exchange for payment of the Purchase Price as described in Section 2.02, the Sellers shall Seller hereby agrees to sell and deliver to the BuyerPurchaser, and the Buyer shall Purchaser hereby agrees to purchase from the Sellers as the same shall exist on the Closing DateSeller, all of Sellers’ rights Seller’s right, title and interest (if any) in and to the following: following (collectively the “Property”): (a) All Assets of the Sellers used Seller’s leasehold interest in the BusinessGround Lease, including but not limited to those listed in Schedule 2.01(a); (b) any and all tangible propertypersonal property owned by Seller and located on or used in connection with or arising out of the ownership, Accounts Receivablemanagement or operation of the Real Property, notes receivablein each case, inventories, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings and fixtures of Sellers to the extent existing on the Closing Date; Date (any and all such tangible personal property and all Inventories, FF&E, Supplies and Retail Merchandise, collectively, the “Personal Property”), (c) all trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrationsto the extent being assigned by Seller to Purchaser at Closing in accordance with the terms of Section 6(f), the applications therefor and the licenses theretoAssumed Contracts (as defined below), together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunder; (d) all drawingsSeller’s interest as landlord in the Restaurant Lease and, blueprintsif applicable, specifications designs and data owned by Sellers on as tenant in the Closing Date; Back-of-House Lease, (e) Seller’s interest (if any) as owner of the leasehold interest in the Real Property, under any and all catalogueslicenses and permits issued for, brochuresor with respect to, sales literaturethe Real Property or the Personal Property by any governmental agency or authority having jurisdiction with respect thereto and relating to the operation or ownership of the Real Property or the Personal Property, promotional material in each case, to the extent assignable by Seller without the consent of any party and other selling material to the extent in effect as of Sellers; the Closing Date (collectively, “Licenses and Permits”), (f) all filesthe Union Contract or Addendum I to CBA (as hereinafter defined), documentsas the case may be, papers, agreements, books of account and other records pertaining to the Assets which are located at the offices, plants, warehouses or other locations used in connection with the Assets; (g) all rights Inventories, FF&E, Supplies, Retail Merchandise and Bookings, in each case, to the extent existing as of Sellers under all contractsthe Closing, agreements, licenses, leases, sales orders, purchase orders and other commitments Buyer will assume pursuant to Section 1.3 hereof; and (h) all application subject to Section 9(b)(xii) and operating computer software programs listed in Section 2.01(h) 11(a)(xix), to the extent assignable by Seller without the consent of any party and to the extent existing as of the Disclosure Schedule attached heretoClosing, Seller’s interest (if any) in any and all guarantees and warranties relating to the Real Property, any Personal Property, Inventories, FF&E, Supplies and Retail Merchandise (collectively, the exclusive worldwide rights to market and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions“Guarantees”), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and (i) all other assets and rights Seller’s right (if any) to use the name “Viceroy New York” in accordance with the terms of every kind and naturethe Viceroy Management Agreement (the “Intangible Property”) (it being acknowledged by Purchaser that Seller has not copyrighted or trademarked or otherwise registered the same in any manner), real or personal, tangible or intangible, which are owned and used by Sellers (j) Seller’s interest (if any) in the Business except for Excluded Assets. Sellers shall deliver to Buyer on IT Systems and (k) the Closing Date possession of the originals and all copies of all Assets referred to in Section 2.01 hereofAssigned Accounts Receivable (as defined below), and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing Dateif any.

Agreement to Sell and Purchase. Upon At the Closing, effective as of the Effective Time, subject to the terms and subject to the conditions set forth in of this Agreement, at including the Closing reservation and in exchange for payment retention of the Purchase Price as described in Section 2.02Excluded Assets, the Sellers Seller shall sell sell, convey and deliver assign to the Buyer, and the Buyer shall purchase from purchase, pay for and accept, the Sellers as Conveyed Interest in and to the same shall exist on following assets and properties (such Conveyed Interest in such assets and properties, collectively, the Closing Date“Properties,” and each, all of Sellers’ rights in the following:individually, a “Property”): (a) All Assets the oil and/or gas leases described on Exhibit A, including all royalty, leasehold, working, operating, carried, net profit, reversionary and any other rights and interests of a similar nature in such leases (the Sellers used Conveyed Interest is such leases and other rights and interests therein, the “Existing Leases”) and the New Leases (the Existing Leases and the Conveyed Interest in the BusinessNew Leases, including but not limited to those listed in Schedule 2.01(acollectively, the “Leases”); (b) any and all tangible propertyleasehold interests and other rights, Accounts Receivabletitles and interests (including any non-consent interests) of Seller in and to any pooled acreage, notes receivablecommunitized acreage or units arising on account of the Leases having been pooled, inventoriescommunitized or unitized into such units (such interest in such acreage or units, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings and fixtures of Sellers existing on the Closing Date“Unit Interests”); (c) all trademarks oil xxxxx and trade namesgas xxxxx, trademark water injection xxxxx and trade name registrationsother injection or disposal xxxxx, service marks temporarily abandoned and service xxxx registrationspermanently plugged and abandoned xxxxx, copyrightsand all other xxxxx of every nature and kind located on or attributable to the Leases or the Unit Interests, copyright registrationsincluding all of the xxxxx described on Exhibit B (such interest in such xxxxx, the applications therefor and the licenses thereto“Xxxxx”, and, together with the goodwill Leases and the Business appurtenant thereto; excludingUnit Interests, however, all intangible intellectual property the “Subject Oil and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunderGas Interests”); (d) all drawingsoil, blueprintsgas, specifications designs well gas, casinghead gas, condensate and data owned by Sellers on all components of any of them (including liquids) (the Closing Date“Hydrocarbons”), in each case, produced from or attributable to the Subject Oil and Gas Interests from and after the Effective Time (such interest in such Hydrocarbons, the “Conveyed Hydrocarbons”); (e) to the extent assignable and to the extent relating to the Properties, all cataloguesagreements and contracts (oral or written) to which Seller is a party or in which Seller otherwise holds an interest by which any of the assets and properties described in this Section 2.1 (or the operations with respect thereto) are bound, brochuresincluding farmin agreements, sales literaturefarmout agreements, promotional material operating agreements, Hydrocarbon purchase, sale, compression, transportation, treating, marketing, exchange, processing and other selling material of Sellersfractionating agreements, equipment leases, well service contracts (such interest in such contracts and agreements, the “Applicable Contracts”); (f) to the extent assignable or transferable and to the extent relating to the use, ownership or operation of any of the Properties, (i) all fileseasements, documentsrights-of-way, papersservitudes, surface use agreements, books surface leases and similar rights, obligations and interests, including those described on Exhibit C (such interest in such rights and interests, the “Rights of account Way”) and (ii) unless the assignment or transfer thereof would require the payment of a fee or other consideration to any Person other than Seller (or any of its Affiliates) that Buyer has not separately agreed in writing to pay, all permits, water rights (including water withdrawal, storage, discharge, treatment, injection and disposal rights), licenses, registrations, consents, orders, approvals, variances, exemptions, waivers, franchises, rights and other records pertaining to authorizations issued by any Governmental Authority (such interest in such permits, rights and other authorizations, the Assets which are located at the offices, plants, warehouses or other locations used in connection with the Assets“Permits”); (g) all rights of Sellers under all contractsequipment, agreementsmachinery, licenses, leases, sales orders, purchase orders fixtures and other commitments Buyer will assume pursuant real, immovable, personal, movable and mixed property (other than such property that is leased to Seller) that is located on lands covered by the Leases and primarily used in connection with the use, ownership or operation of the Xxxxx, including flow lines, pipelines, gathering systems, well pads, caissons, tank batteries, improvements and abandoned property (such interest in such equipment and other property, collectively, the “Equipment”); (h) copies of all of the files, records, maps and information in Seller’s or an Affiliate’s possession or control that are related to any of the assets and properties described in this Section 1.3 hereof2.1, including all land, title and contract files and operations, accounting, environmental, production and Production Tax records with respect to such properties and assets (collectively, the “Records”); (i) (i) all trade credits, accounts, receivables, instruments, general intangibles and other proceeds, benefits, income or revenues attributable to the Properties (including from the sale of any Conveyed Hydrocarbons) with respect to any period of time from and after the Effective Time, (ii) any Suspense Funds that are outstanding as of the Closing and for which an upward adjustment to the Purchase Price is made in accordance with Section 3.2(a)(iii)) and (iii) all Assigned Deposits; (j) all claims for refunds of, and any loss or credit carryovers or similar items with respect to, any Production Taxes attributable to any period from and after the Effective Time; and (hk) all application and operating computer software programs listed of Seller’s rights in Section 2.01(h) that certain Pollution Legal Liability Select Insurance Policy from Chartis Specialty Insurance Company, Policy Number PLS 18813683, with a term running from May 31, 2010 to May 31, 2013. For the purposes of the Disclosure Schedule attached heretoAssignment, Exhibit A shall omit all information concerning the exclusive worldwide rights gross acres, Net Mineral Acres, NPE Lease Working Interest, Non-Consent Working Interest, NPE Lease Net Revenue Interest or Non-Consent Net Revenue Interest covered by, included in or attributable to market and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and (i) all other assets and rights of every kind and nature, real Lease or personal, tangible or intangible, which are owned and used by Sellers in the Business except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession of the originals and all copies of all Assets referred to in Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing DateDSU.

Agreement to Sell and Purchase. Upon At the Closing, effective as of the Effective Time, subject to the terms and subject to the conditions set forth in of this Agreement, at including the Closing reservation and in exchange for payment retention of the Purchase Price as described in Section 2.02Excluded Assets, the Sellers Seller shall sell sell, convey and deliver assign to the Buyer, and the Buyer shall purchase from purchase, pay for and accept, the Sellers as Conveyed Interest in and to the same shall exist on following assets and properties (such Conveyed Interest in such assets and properties, collectively, the Closing Date“Properties,” and each, all of Sellers’ rights in the following:individually, a “Property”): (a) All Assets the oil and/or gas leases described on Exhibit A, including all royalty, leasehold, working, operating, carried, net profit, reversionary and any other rights and interests of a similar nature in such leases (the Sellers used Conveyed Interest is such leases and other rights and interests therein, the “Existing Leases”) and the New Leases (the Existing Leases and the Conveyed Interest in the BusinessNew Leases, including but not limited to those listed in Schedule 2.01(acollectively, the “Leases”); (b) any and all tangible propertyleasehold interests and other rights, Accounts Receivabletitles and interests (including any non-consent interests) of Seller in and to any pooled acreage, notes receivablecommunitized acreage or units arising on account of the Leases having been pooled, inventoriescommunitized or unitized into such units (such interest in such acreage or units, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings and fixtures of Sellers existing on the Closing Date“Unit Interests”); (c) all trademarks oil xxxxx and trade namesgas xxxxx, trademark water injection xxxxx and trade name registrationsother injection or disposal xxxxx, service marks temporarily abandoned and service xxxx registrationspermanently plugged and abandoned xxxxx, copyrightsand all other xxxxx of every nature and kind located on or attributable to the Leases or the Unit Interests, copyright registrationsincluding all of the xxxxx described on Exhibit B (such interest in such xxxxx, the applications therefor and the licenses thereto“Xxxxx”, and, together with the goodwill Leases and the Business appurtenant thereto; excludingUnit Interests, however, all intangible intellectual property the “Subject Oil and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunderGas Interests”); (d) all drawingsoil, blueprintsgas, specifications designs well gas, casinghead gas, condensate and data owned by Sellers on all components of any of them (including liquids) (the Closing Date“Hydrocarbons”), in each case, produced from or attributable to the Subject Oil and Gas Interests from and after the Effective Time (such interest in such Hydrocarbons, the “Conveyed Hydrocarbons”); (e) to the extent assignable and to the extent relating to the Properties, all cataloguesagreements and contracts (oral or written) to which Seller is a party or in which Seller otherwise holds an interest by which any of the assets and properties described in this Section 2.1 (or the operations with respect thereto) are bound, brochuresincluding farmin agreements, sales literaturefarmout agreements, promotional material operating agreements, Hydrocarbon purchase, sale, compression, transportation, treating, marketing, exchange, processing and other selling material of Sellersfractionating agreements, equipment leases, well service contracts (such interest in such contracts and agreements, the “Applicable Contracts”); (f) to the extent assignable or transferable and to the extent relating to the use, ownership or operation of any of the Properties, (i) all fileseasements, documentsrights-of-way, papersservitudes, surface use agreements, books surface leases and similar rights, obligations and interests, including those described on Exhibit C (such interest in such rights and interests, the “Rights of account Way”) and (ii) unless the assignment or transfer thereof would require the payment of a fee or other consideration to any Person other than Seller (or any of its Affiliates) that Buyer has not separately agreed in writing to pay, all permits, water rights (including water withdrawal, storage, discharge, treatment, injection and disposal rights), licenses, registrations, consents, orders, approvals, variances, exemptions, waivers, franchises, rights and other records pertaining to authorizations issued by any Governmental Authority (such interest in such permits, rights and other authorizations, the Assets which are located at the offices, plants, warehouses or other locations used in connection with the Assets“Permits”); (g) all rights of Sellers under all contractsequipment, agreementsmachinery, licenses, leases, sales orders, purchase orders fixtures and other commitments Buyer will assume pursuant real, immovable, personal, movable and mixed property (other than such property that is leased to Section 1.3 hereof; andSeller) that is located on lands covered by the Leases and primarily used in connection with the use, ownership or operation of the Xxxxx, including flow lines, pipelines, gathering systems, well pads, caissons, tank batteries, improvements and abandoned property (such interest in such equipment and other property, collectively, the “Equipment”); (h) copies of all application and operating computer software programs listed in Section 2.01(h) of the Disclosure Schedule attached heretofiles, records, maps and information in Seller’s or an Affiliate’s possession or control that are related to any of the assets and properties described in this Section 2.1, including all land, title and contract files and operations, accounting, environmental, production and Production Tax records with respect to such properties and assets (collectively, the exclusive worldwide rights to market and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions“Records”), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and; (i) all trade credits, accounts, receivables, instruments, general intangibles and other assets proceeds, benefits, income or revenues attributable to the Properties (including from the sale of any Conveyed Hydrocarbons) with respect to any period of time from and rights after the Effective Time, (ii) any Suspense Funds that are outstanding as of every kind and nature, real or personal, tangible or intangible, which are owned and used by Sellers in the Business except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession and for which an upward adjustment to the Purchase Price is made in accordance with Section 3.2(a)(iii)) and (iii) all Assigned Deposits; (j) all claims for refunds of, and any loss or credit carryovers or similar items with respect to, any Production Taxes attributable to any period from and after the Effective Time; and (k) all of Seller’s rights in that certain Pollution Legal Liability Select Insurance Policy from Chartis Specialty Insurance Company, Policy Number PLS 18813683, with a term running from May 31, 2010 to May 31, 2013. For the purposes of the originals and Assignment, Exhibit A shall omit all copies of all Assets referred to in Section 2.01 hereofinformation concerning the gross acres, and neither Sellers nor any of its or their stockholdersNet Mineral Acres, directorsNPE Lease Working Interest, officers, employees or Affiliates shall retain any copies of such Assets after the Closing Date.Non-Consent Working Interest,

Agreement to Sell and Purchase. Upon At the Closing (as defined in Section 8.1(b)) and effective as of the Effective Time (as defined in Section 1.3), subject to the terms and subject to the conditions set forth in of this Agreement, at including the Closing reservation and in exchange for payment retention of the Purchase Price Excluded Assets (as described and defined in Section 2.021.2), the Sellers Seller shall sell sell, convey and deliver assign to the Buyer, and the Buyer shall purchase from the Sellers as the same shall exist on the Closing Datepurchase, pay for, and accept, all of Sellers’ rights Seller’s right and title to, and interest in the following:following assets and properties (other than any assets or properties that Seller does not own or hold as of the Closing pursuant to actions taken (or not taken) by Seller in compliance with Section 4.1) (collectively, the “Properties”, and each, individually, a “Property”): (a) All (i) the oil, gas and/or mineral leases described on Exhibit A-1, including any ratifications, extensions and amendments thereof, whether or not any such ratifications, extensions or amendments are described on Exhibit A-1, save and except for any portions thereof included in the Excluded Assets (the “Leases”) and (ii) the lands covered by the Leases, save and except for any portions thereof included in the Excluded Assets (the “Lands”), including any fee mineral interest, royalty interests, oil, gas and/or mineral leases, overriding royalties, production payments and net profits interests covering or arising out of the Sellers used Lands (even though such interest may be incorrectly described in or omitted from Exhibit A-1, in each case, together with any and all leasehold interests and other rights, titles and interests of Seller in and to any pooled acreage, communitized acreage or units arising on account of the BusinessLeases or the Lands having been pooled, including but not limited to those listed in Schedule 2.01(acommunitized or unitized into such units (the “Unit Interests”); (b) all tangible propertyoil xxxxx and gas xxxxx, Accounts Receivablewater injection xxxxx and other injection or disposal xxxxx, notes receivabletemporarily abandoned and permanently plugged and abandoned xxxxx, inventoriesand all other xxxxx of every nature and kind located on or attributable to the Leases, spare partsthe Lands or the Unit Interests, prepaymentsincluding all of the xxxxx described on Exhibit B (the “Xxxxx”, deferred itemsand, work in processtogether with the Lands, suppliesthe Leases, leaseholdsthe Xxxxx and the Unit Interests, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings the “Subject Oil and fixtures of Sellers existing on the Closing DateGas Interests”); (c) all trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, the applications therefor and real property described on Exhibit A-2 (the licenses thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunder“Fee Property”); (d) all drawingsoil, blueprintsgas, specifications designs well gas, casinghead gas, condensate, and data owned by Sellers on all components of any of them (including liquids and products produced from any of them) (the Closing Date“Hydrocarbons”), in each case, produced from or attributable to the Subject Oil and Gas Interests from and after the Effective Time (the “Conveyed Hydrocarbons”) and all Stored Hydrocarbons (as defined in Section 2.2(a)(ii)); (e) to the extent assignable and to the extent the transfer or disclosure thereof would not be restricted by binding obligations of confidentiality (which, at the request of Buyer, Seller will endeavor in good faith to have lifted, provided that Seller shall not be required to expend any funds that Buyer does not agree in writing to pay in connection therewith), all cataloguesagreements and contracts (oral or written) to which Seller is a party or in which Seller otherwise holds an interest and (i) by which any of the assets and properties described in this Section 1.1 are bound or (ii) that primarily relate to the assets and properties described in this Section 1.1 or the operations with respect thereto, brochuresincluding farmin agreements, sales literaturefarmout agreements, promotional material operating agreements, Hydrocarbon purchase, sale, compression, transportation, treating, marketing, exchange, processing and other selling material of Sellersfractionating agreements, and those agreements described on Exhibit A-3 (all such contracts and agreements, the “Applicable Contracts”); (f) to the extent assignable or transferable (i) all fileseasements, documentsrights-of-way, papersservitudes, surface use agreements, books of account surface leases and other records pertaining similar rights, obligations and interests that are primarily related to the Assets which are located at use, ownership or operation of any of the offices, plants, warehouses Subject Oil and Gas Interests or any of the Tangible Property (the “Rights of Way”) and (ii) unless the assignment or transfer thereof would require the payment of a fee or other locations used consideration to any person other than Seller (or any of its affiliates) that Buyer has not separately agreed in connection with the Assets; writing to pay, all permits, water rights (g) all rights of Sellers under all contractsincluding water withdrawal, agreementsstorage, discharge, treatment, injection and disposal rights), licenses, leasesregistrations, sales consents, orders, purchase orders approvals, variances, exemptions, waivers, franchises, rights and other commitments Buyer will assume pursuant authorizations issued by any governmental agency that are primarily related to Section 1.3 hereof; and (h) all application and operating computer software programs listed in Section 2.01(h) the use, ownership or operation of any of the Disclosure Schedule attached hereto, the exclusive worldwide rights to market Subject Oil and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions Gas Interests or any of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, Tangible Property (the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions“Permits”), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and; (i) all equipment, machinery, fixtures, and other real, immovable, personal, movable and mixed property that is located on the Leases or the Lands or primarily used (or held for use) in connection with the use, ownership or operation of the Xxxxx, including flow lines, pipelines, well pads, caissons, tank batteries, equipment inventory (other than any equipment inventory consumed in the ordinary course of business prior to the Closing), improvements and abandoned property, and (ii) all radio towers located on the Rights of Way (collectively, the “Tangible Property”); (h) except to the extent the transfer or disclosure thereof would be restricted by binding obligations of confidentiality (which, at the request of Buyer, Seller will endeavor in good faith to have lifted, provided that Seller shall not be required to expend any funds that Buyer does not agree in writing to pay in connection therewith), all of the data (other than any geophysical or other seismic or related technical data excluded pursuant to Section 1.2(o)), files, records, maps and information, whether held in hard copy or electronic format, in Seller’s possession that are primarily related to any of the assets and rights of every kind properties described in this Section 1.1, including all land, title and naturecontract files and operations, real accounting, environmental, production and Tax records with respect to such properties and assets; provided, however, that with respect to any such files, records, maps and information that contain any data or personal, tangible information included in or intangible, which are owned and used by Sellers in relating to the Business except for Excluded Assets. Sellers , Seller shall deliver arrange, at Seller’s sole cost and expense, to have such data or information redacted therefrom, and Buyer on shall thereafter be entitled to copies of, and the Closing Date possession right to use, such files, records, maps and information (the “Records”); (i) all Imbalances (as defined in Section 2.2(a)(vi)), regardless of whether attributable to periods on, before or after the Effective Time; (j) all claims for refunds of, and any loss or credit carryovers or similar items with respect to, any Production Taxes (as defined in Section 6.1(c)) attributable to any period from and after the Effective Time; and (k) all trade credits, accounts, receivables, instruments, general intangibles and other proceeds, benefits, income or revenues attributable to any of the originals assets and all copies properties described in this Section 1.1 (including from the sale of all Assets referred any Conveyed Hydrocarbons) with respect to in Section 2.01 hereof, any period of time from and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing DateEffective Time.

Agreement to Sell and Purchase. Upon At the Closing and effective as of the Effective Time, subject to the terms and subject to the conditions set forth in of this Agreement, at including the Closing reservation and in exchange for payment retention of the Purchase Price Excluded Assets (as described and defined in Section 2.022.2), the Sellers Seller shall sell sell, convey and deliver assign to the Buyer, and the Buyer shall purchase from the Sellers as the same shall exist on the Closing Datepurchase, pay for, and accept, all of Sellers’ rights Seller’s right and title to, and interest in the following:following assets and properties (such right, title and interest collectively referred to herein as the “Properties”, and each, individually, a “Property”): (a) All Assets (i) the oil, gas and/or mineral leases described on Exhibit A-1, including any ratifications, extensions and amendments thereof, whether or not any such ratifications, extensions or amendments are described on Exhibit A-1 (the “Leases”) and (ii) the lands covered by the Leases (the “Lands”), including any fee mineral interest, fee royalty interests, oil, gas and/or mineral leases, overriding royalties, production payments and net profits interests covering or arising out of the Sellers used Lands, in each case, together with any and all leasehold interests and other rights, titles and interests in and to any pooled acreage, communitized acreage or units arising on account of the BusinessLeases or the Lands having been pooled, including but not limited to those listed in Schedule 2.01(acommunitized or unitized into such units (the “Unit Interests”); (b) all tangible propertyoil xxxxx and gas xxxxx, Accounts Receivableobservation xxxxx, notes receivablewater injection xxxxx, inventoriessalt water disposal xxxxx, spare partscarbon dioxide xxxxx and other injection or disposal xxxxx, prepaymentswhether producing, deferred itemstemporarily abandoned, work permanently plugged and abandoned or shut-in, and all other xxxxx of every nature and kind, in processeach case, supplieslocated on or attributable to the Leases, leaseholdsthe Lands or the Unit Interests, leasehold improvementsincluding all of the xxxxx described on Exhibit B (the “Xxxxx”, toolsand, fixturestogether with the Lands, machinerythe Leases, equipmentand the Unit Interests, furniture, office furnishings the “Subject Oil and fixtures of Sellers existing on the Closing DateGas Interests”); (c) all trademarks oil, gas, well gas, casinghead gas, condensate, and trade namesall components of any of them (including liquids and products produced from any of them) (the “Hydrocarbons”), trademark in each case, (i) produced from or attributable to the Subject Oil and trade name registrations, service marks Gas Interests from and service xxxx registrations, copyrights, copyright registrationsafter the Effective Time or (ii) for which Seller receives an adjustment to the Purchase Price pursuant to Section 3.2(a)(ii)(Y) (collectively, the applications therefor “Conveyed Hydrocarbons”), and the licenses thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunderImbalances; (d) to the extent assignable and to the extent the transfer or disclosure thereof would not be restricted by binding obligations of confidentiality (which Seller will endeavor in good faith to have lifted any and all drawingsrelevant obligations of confidentiality, blueprintsprovided that Seller shall not be required to expend any funds that Buyer does not agree in writing to pay in connection therewith), specifications designs all written agreements and data owned contracts (i) to which Seller is a party (or is a successor or assign of a party) or in which Seller otherwise holds an interest, (ii) that will be binding on Buyer on and after the Effective Time, and (iii)(A) by Sellers which any of the assets and properties described in this Section 2.1 are bound or (B) that relate to the assets and properties described in this Section 2.1 or the operations with respect thereto, including farmin agreements, farmout agreements, operating agreements, Hydrocarbon purchase, sale, compression, transportation, treating, marketing, exchange, processing and fractionating agreements, and those agreements described on Exhibit A-2 (but excluding the Closing DateLeases or other instruments in, or constituting, Seller’s chain of title to the Leases) (all such contracts and agreements, together with the contracts and agreements described on Exhibit J-2, the “Applicable Contracts”); (e) to the extent assignable or transferable, all catalogueseasements, brochuresrights-of-way, sales literatureservitudes, promotional material surface use agreements, surface leases and other selling material similar rights, obligations and interests that are related to the use, ownership or operation of Sellersany of the Subject Oil and Gas Interests or any of the Tangible Property (the “Rights of Way”); (f) to the extent assignable or transferable (unless the assignment or transfer thereof would require the payment of a fee or other consideration to any Person other than Seller (or any of its affiliates) that Buyer has not separately agreed in writing to pay), all filespermits, documentswater rights (including water withdrawal, papersstorage, agreementsdischarge, books of account treatment, injection and disposal rights), licenses, registrations, consents, orders, approvals, variances, exemptions, waivers, franchises, rights and other records pertaining authorizations issued by any governmental agency to the Assets which are located at extent related to the officesuse, plants, warehouses ownership or other locations used in connection with operation of any of the AssetsSubject Oil and Gas Interests or any of the Tangible Property (the “Permits”); (g) all rights of Sellers under all contractsequipment, agreementsmachinery, licensesfixtures, leases, sales orders, purchase orders and other commitments Buyer will assume pursuant real, immovable, personal, movable and mixed property that is located on the Leases or the Lands and used (or held for use) in connection with the use, ownership or operation of the Subject Oil and Gas Interests, including flow lines, pipelines, gathering and processing systems and appurtenances thereto, well pads, caissons, tank batteries, equipment inventory (other than any equipment inventory consumed in the ordinary course of business prior to Section 1.3 hereof; andthe Closing) and improvements (collectively, the “Tangible Property”); (h) all application and operating computer software programs listed except to the extent the transfer or disclosure thereof would be restricted by binding obligations of confidentiality (which Seller will endeavor in Section 2.01(h) of the Disclosure Schedule attached heretogood faith to have lifted, the exclusive worldwide rights provided that Seller shall not be required to market and service such programs, all trade secrets and processes relating expend any funds that Buyer does not agree in writing to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptionspay in connection therewith), all procedures for of the modification data (other than any geophysical or other seismic or related technical data and preparation for information, together with interpretive data and information, whether owned or licensed by Seller or any of its affiliates), files, records, maps and information, whether held in hard copy or electronic format, in Seller’s or its affiliates’ possession to the release extent related to any of enhanced versions of the assets and properties described in this Section 2.1 and/or ownership or operation thereof, including all land, title and contract files and operations, accounting, environmental, production and Tax records with respect to such programsproperties and assets (the “Records”); provided, however, that with respect to any such data, files, records, maps and information that contain any data or information included in or relating to the Excluded Assets, Seller shall arrange, at Seller’s sole cost and expense, to have such data or information redacted therefrom, and all available testing data relative Buyer shall thereafter be entitled to copies of, and the installation right to use, such data, files, records, maps and checkout of such programs; andinformation; (i) all claims for refunds of, and any loss or credit carryovers or similar items with respect to, any Production Taxes attributable to any period from and after the Effective Time; (j) all trade credits, accounts, receivables, instruments, general intangibles and other proceeds, benefits, income or revenues attributable to any of the assets and rights properties described in this Section 2.1 (including from the sale of every kind any Conveyed Hydrocarbons) with respect to any period of time from and nature, after the Effective Time; (k) the real or personal, tangible or intangible, which are owned and used by Sellers property described in the Business except for Excluded Assets. Sellers shall deliver to Buyer surface deeds set forth on the Closing Date possession Exhibit A-4 and all improvements, fixtures and personal property located thereon; (l) all of the originals issued and outstanding membership interests of Oakfield (the “Oakfield Interests”) (and, indirectly, through the transfer of the Oakfield Interests, the Oakfield Assets); and (m) except to the extent relating to any of Seller’s indemnity obligations hereunder, all rights, claims and causes of action against third parties that are attributable to, or arising under, any of the assets and properties described in this Section 2.1 (including the Applicable Contracts), in each case, that are attributable to periods of time from and after the Effective Time (including claims for adjustments or refunds). All right, title and interest of the Company Parties in and to an individual Property or Oakfield Asset, a “Conveyed Property” and all copies right, title and interest of all the Company Parties in and to the Properties and the Oakfield Assets referred to in Section 2.01 hereofas a whole, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing Date“Conveyed Properties”.

Agreement to Sell and Purchase. Upon Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller the Property, subject to the terms and subject to conditions of this Agreement. For the conditions set forth in purposes of this Agreement, at the Closing term “Property” shall mean and in exchange for payment of the Purchase Price as described in Section 2.02, the Sellers shall sell and deliver to the Buyer, and the Buyer shall purchase from the Sellers as the same shall exist on the Closing Date, all of Sellers’ rights in include the following: (a) All Assets of the Sellers used that certain real property legally described in the Businessattached Exhibit “A”, including but not limited to those listed in Schedule 2.01(aincluding, without limitation, the land, buildings, improvements, fixtures (including, without limitation, the sprinkling, plumbing, heating, cooling, ventilating, air conditioning, electrical, lighting and other systems);, easements and all other right, title and interest appurtenant and otherwise relating thereto (collectively, the “Real Property”). (b) All of Seller’s right, title and interest in and to all tangible property, Accounts Receivable, notes receivable, inventories, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings and fixtures of Sellers existing the personal property attached to or located on the Closing Date; (c) all trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, the applications therefor and the licenses thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunder; (d) all drawings, blueprints, specifications designs and data owned by Sellers on the Closing Date; (e) all catalogues, brochures, sales literature, promotional material and other selling material of Sellers; (f) all files, documents, papers, agreements, books of account and other records pertaining to the Assets which are located at the offices, plants, warehouses or other locations directly used in connection with the Assets;operation of the Real Property, including, without limitation, furniture, furnishings, fittings, appliances, machinery and equipment, building materials, operating inventories and supplies; all of which are listed on attached Schedule 1(b), but excluding all personal property used in the administration and delivery of any medical and health services within the Real Property (collectively, the “Personal Property”). (gc) All of Seller’s right, title and interest in and to all rights leases, contracts and other agreements incident to the operation and management of Sellers under all the Real Property, including, without limitation, management contracts, on-site maintenance contracts, janitorial contracts, and leasing commission agreements; all of which are listed on attached Schedule 1(c) (collectively, the “Contract Rights”), except to the extent Buyer elects to exclude any such item, pursuant to Section 6(d) of this Agreement. (d) All of Seller’s right, title and interest in and to all financial and other books and records maintained in connection with the operation of the Real Property; all preliminary, final and proposed building plans and specifications relating to the Real Property; and all surveys, structural reviews, grading plans, topographical maps, architectural drawings and engineering, soils, seismic, geologic, environmental, and architectural reports, studies, certificates, and similar documents relating to the Real Property; all of which are listed on the attached Schedule 1(d) (collectively, the “Records and Plans”). (e) All of Seller’s right, title and interest in and to all guarantees and warranties relating to the Property and the fixtures and equipment located therein; all of which are listed on the attached Schedule 1(e) (collectively, the “Warranties”). (f) All of Seller’s right, title and interest in and to all trade names, licenses, leasespermits, sales orderscertificates of occupancy, purchase orders approvals, dedications, subdivision maps, and other commitments Buyer will assume pursuant entitlements issued, approved or granted by governmental or quasi-governmental entities or otherwise directly relating to Section 1.3 hereofthe Property; and and any and all appurtenances owned by Seller and in any way relating to or used in connection with the Property; all of which are listed on the attached Schedule 1(f) (h) all application and operating computer software programs listed in Section 2.01(h) of the Disclosure Schedule attached heretocollectively, the exclusive worldwide rights to market “Licenses and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptionsPermits”), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and (i) all other assets and rights of every kind and nature, real or personal, tangible or intangible, which are owned and used by Sellers in the Business except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession of the originals and all copies of all Assets referred to in Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing Date.

Agreement to Sell and Purchase. Upon Subject to the terms and subject to the conditions set forth in this Agreement, at the Closing and in exchange for payment of the Purchase Price as described in Section 2.02Seller hereby agrees to sell, the Sellers shall sell assign, transfer and deliver to Buyer at the BuyerClosing, and the Buyer shall hereby agrees to purchase from Seller at the Sellers as the same shall exist on the Closing DateClosing, all right, title and interest of Sellers’ rights Seller and its Affiliates in and to all real, personal and mixed assets, both tangible and intangible, that are owned, leased, used or held for use by Seller and its Affiliates primarily in connection with the following: (a) All Assets ownership and operation of the Sellers used in the Business, including but not limited to those listed the following assets, in Schedule 2.01(a)each case free and clear of all Encumbrances, other than Permitted Encumbrances (such assets, collectively, the “Transferred Assets”): 2.1.1 the Business Contracts; 2.1.2 the Shared Contract Rights, allocated to Buyer in accordance with Section 2.3; 2.1.3 the Owned Real Property and the Leased Real Property; 2.1.4 the Business Intellectual Property; 2.1.5 to the extent legally transferable, the Licenses; 2.1.6 the Adjustment Assets, and cash in the amount of Seven Million Five Hundred Fifty Thousand Dollars (b$7,550,000) (the “Closing Cash”), which shall be deemed included in the Transferred Assets and delivered to Buyer at the Closing by reduction of the cash payment to be made by Buyer to Seller at Closing pursuant to Section 2.4; 2.1.7 all tangible propertyinventories of merchandise, Accounts Receivablenewsprint, notes receivableink, inventories, spare parts, prepayments, deferred itemspaper and other raw materials, work in process, finished goods and supplies (including photo supplies, leaseholdscomposition supplies, leasehold improvementscamera supplies, toolspressroom supplies, pressroom plates, mailroom supplies, plant supplies and route and circulation supplies) used or held for use primarily in connection with the ownership and operation of the Business; 2.1.8 all tangible materials included within the library (i.e., the “morgue”) of each of the Newspapers, including all clippings, art, photographs (including, digital files and film, negatives and positives), historical facts and memorabilia, bound files of back issues, electronic archives, and microfilm and microfiche reproductions of back issues, but excluding any Intellectual Property contained therein that is not Business Intellectual Property; 2.1.9 all motor vehicles, furniture, fixtures, machinery, equipment, furniture, office furnishings machinery and fixtures other tangible personal property used or held for use primarily in connection with the ownership and operation of Sellers existing on the Closing DateBusiness; (c) all trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, the applications therefor and the licenses thereto, together with the goodwill and the Business appurtenant thereto; excluding, however2.1.10 subject to Section 2.2.4, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunder; (d) all drawings, blueprints, specifications designs and data owned by Sellers on the Closing Date; (e) all catalogues, brochures, sales literature, promotional material and other selling material of Sellers; (f) all files, documents, papers, agreements, books of account and financial records, invoices, shipping records, sales and promotional literature, supplier, customer and circulation lists, correspondence and other records pertaining documents, records, data, files and service manuals relating primarily to the Assets which are located at the offices, plants, warehouses or other locations used in connection with the AssetsBusiness; (g) all rights of Sellers under all contracts2.1.11 P. O. Box 8500 and P. O. Bxx 00000, agreementseach located in Rxxxxxxx, licenses, leases, sales orders, purchase orders and other commitments Buyer will assume pursuant to Section 1.3 hereofXxxxxxxx 00000; and (h) 2.1.12 all application and operating computer software programs listed in Section 2.01(h) of the Disclosure Schedule attached hereto, the exclusive worldwide rights to market and service such programs, all trade secrets and processes goodwill relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and (i) all other assets and rights of every kind and nature, real or personal, tangible or intangible, which are owned and used by Sellers in the Business except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession of the originals and all copies of all Assets referred to in Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing DateBusiness.

Agreement to Sell and Purchase. Upon (a) Subject to the terms and subject to the conditions set forth in this Agreement, Seller agrees to grant, sell, convey, assign, transfer and deliver to Buyer at the Closing (or at such later time as otherwise set forth in Section 2.1(b)(v) and Section 2.1(b(vi)), and Buyer agrees to purchase from Seller at the Closing (or as set forth herein), all right, title and interest of Seller in exchange for payment and to the Purchased Assets, free and clear of all Encumbrances other than the Permitted Liens. (b) The assets to be conveyed to Buyer shall be as set forth in this Section 2.1(b), and shall include the following assets (the “Purchased Assets”) and no others: (i) the Facility; (ii) all Inventory; (iii) the Administration Building, including office furniture and equipment located therein; (iv) the machinery, equipment, spare parts, fixtures, tools, repair materials, machine and electrical parts of Seller located at the Facility site pertaining exclusively to the Facility and set forth on Schedule 2.1(b)(iv); (v) an option to purchase as part of the Purchase Price Price, exercisable within ninety (90) days after the Closing, computers and computer peripherals pertaining exclusively to the Facility or the Hired Employees; (vi) an option, exercisable by Buyer in its sole discretion prior to the Operating Expiration Date, to assume all or some of the Contracts (but only to the extent of and as to that portion of any such Contract) pertaining exclusively to the Facility and listed on Schedule 2.1(b)(v) (the “Assumed Contracts”); (vii) all rights under any transferable Governmental Permits pertaining exclusively to the Facility; (viii) copies of operating records, operating data, maintenance records, business and financial files of and exclusive to the Facility which are in Seller’s or any of its Affiliates’ possession on the Closing Date, including any information stored in the form of computer data or any other form or any such data that is stored and existing in electronic form on legacy data systems; (ix) copies of manuals, procedures, training records, inspection reports, audits and other documents relating to the Facility which are required to meet applicable Law or any Governmental Permit, including but not limited to any documentation required under the OSHA Process Safety Management Standard; (x) copies of specifications, operating manuals and maintenance manuals for equipment located at the Facility; (xi) copies of all training materials relating to the Facility or any Hired Employees’ job requirements as of the Closing, including training records for all Hired Employees, regardless of whether such training materials are used by Seller at facilities other than the Facility; (xii) files and records, including electronic records and email accounts of the Hired Employees who are process engineers to the extent relating exclusively to the Facility; (xiii) copies of historical asset data reflecting original acquisition capitalized cost and subsequent dispositions that pertain to (A) any abatement contract including but not limited the abatement contract identified in Section 2.1(b)(v), and (B) the Purchased Assets; and (xiv) subject to the terms and conditions of the License Agreement, those rights granted by Seller to Buyer pursuant to the License Agreement. (c) All other assets owned by Seller, except for the Purchased Assets specifically described in Section 2.022.1(b), shall be retained by Seller, and shall not be sold, assigned or transferred to Buyer (the “Excluded Assets”). Without limiting the foregoing, the Sellers Purchased Assets shall sell not include any of the following assets, properties and deliver rights of Seller, all of which shall be deemed Excluded Assets: (i) all Tax Returns pertaining to the BuyerFacility; (ii) all personnel files and medical records of the Employees who do not become Hired Employees under this Agreement; (iii) the assets, rights and claims listed on Schedule 2.1(c)(iii); (iv) all insurance policies and rights and claims thereunder arising from events, matters or conditions arising prior to the Closing Date and which have not been assigned to Buyer shall purchase from the Sellers pursuant to Section 2.1(b); (v) Technology as the same it shall exist on the Closing Date, which is used at the Facility, and any future rights in, to and under all of Sellers’ rights worldwide patents, patent applications (other than as provided in the following: (aLicense Agreement) All Assets of the Sellers used in the Business, including but not limited to those listed in Schedule 2.01(a); (b) all tangible property, Accounts Receivable, notes receivable, inventories, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings and fixtures of Sellers existing other intellectual property rights associated with such technology as it shall exist on the Closing Date; (cvi) all trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, the applications therefor and the licenses thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunderLarge SAC Spares; (dvii) all drawings, blueprints, specifications designs and data owned by Sellers the Contracts listed on the Closing Date; (e) all catalogues, brochures, sales literature, promotional material and other selling material of Sellers; (f) all files, documents, papers, agreements, books of account and other records pertaining to the Assets which are located at the offices, plants, warehouses or other locations used in connection with the Assets; (g) all rights of Sellers under all contracts, agreements, licenses, leases, sales orders, purchase orders and other commitments Buyer will assume pursuant to Section 1.3 hereofSchedule 2.1(c)(vii); and (hviii) all application claims, rights, benefits and operating computer software programs listed in Section 2.01(h) of the Disclosure Schedule attached hereto, the exclusive worldwide rights to market and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative interests to the installation and checkout of such programs; and (i) all other assets and rights of every kind and nature, real extent arising under or personal, tangible or intangible, which are owned and used by Sellers in the Business except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession of the originals and all copies of all Assets referred to in Section 2.01 hereof, and neither Sellers nor resulting from any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing DateSeller Retained Liabilities.

Agreement to Sell and Purchase. Upon completion of the MOB, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller the Property, subject to the terms and subject to conditions of this Agreement. For the conditions set forth in purposes of this Agreement, at the Closing term “Property” shall mean and in exchange for payment of the Purchase Price as described in Section 2.02, the Sellers shall sell and deliver to the Buyer, and the Buyer shall purchase from the Sellers as the same shall exist on the Closing Date, all of Sellers’ rights in include the following: (a) All Assets of the Sellers used Seller’s fee interest in the BusinessImprovements and Seller’s leasehold estate in the Ground Lease, including but not limited to those listed in Schedule 2.01(atogether with all other land, buildings, improvements, fixtures (including, without limitation, the sprinkling, plumbing, heating, cooling, ventilating, air conditioning, electrical, lighting and other systems);, easements and all other right, title and interest appurtenant and otherwise relating thereto (collectively, the “Real Property”). (b) All of Seller’s right, title and interest in and to all tangible property, Accounts Receivable, notes receivable, inventories, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings and fixtures of Sellers existing the personal property attached to or located on the Closing Date; (c) all trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, the applications therefor and the licenses thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunder; (d) all drawings, blueprints, specifications designs and data owned by Sellers on the Closing Date; (e) all catalogues, brochures, sales literature, promotional material and other selling material of Sellers; (f) all files, documents, papers, agreements, books of account and other records pertaining to the Assets which are located at the offices, plants, warehouses or other locations used in connection with the Assets;operation of the Real Property, if any, all of which are listed on attached Schedule 1(b) (collectively, the “Personal Property”). (c) All of Seller’s leasehold interest in and to the Facility Lease. (d) All of Seller’s right, title and interest in and to all contracts and other agreements incident to the operation of the business conducted on the Real Property, including, without limitation, management contracts, on-site maintenance contracts, janitorial contracts, and leasing commission agreements, if any; all of which are listed on attached Schedule 1(c) (collectively, the “Contract Rights”), except to the extent Buyer elects to exclude any such item, pursuant to Section 8(d) of this Agreement. (e) All of Seller’s right, title and interest in and to all financial and other books and records maintained in connection with the operation of the Real Property; all preliminary, final and proposed building plans and specifications relating to the Real Property; and all surveys, structural reviews, grading plans, topographical maps, architectural drawings and engineering drawings (including, without limitation, the Plans and Specifications), soils, seismic, geologic, environmental, and architectural reports, studies, certificates, and similar documents relating to the Real Property; all of which are listed on the attached Schedule 1(d) (collectively, the “Records and Plans”). (f) All of Seller’s right, title and interest in and to all guarantees and warranties relating to the Property and the fixtures and equipment located therein; all of which are listed on the attached Schedule 1(e), including, without limitation any construction warranty set forth in any construction contract related to the Improvements (collectively, the “Warranties”). (g) All of Seller’s right, title and interest in and to all rights of Sellers under all contracts, agreementstrade names, licenses, leasespermits, sales orderscertificates of occupancy, purchase orders approvals, dedications, subdivision maps, and entitlements issued, approved or granted by governmental or quasi-governmental entities or otherwise relating to the Property; and any and all development rights and other commitments Buyer will assume pursuant intangible rights, titles, interests, privileges, and appurtenances owned by Seller and in any way relating to Section 1.3 hereof; and (h) all application and operating computer software programs listed or used in Section 2.01(h) connection with the Property and/or the operation of the Disclosure business conducted on the Real Property; all of which are listed on the attached Schedule attached hereto1(f) (collectively, the exclusive worldwide rights to market “Licenses and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptionsPermits”), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and (i) all other assets and rights of every kind and nature, real or personal, tangible or intangible, which are owned and used by Sellers in the Business except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession of the originals and all copies of all Assets referred to in Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing Date.

Agreement to Sell and Purchase. Upon Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to convey, assign, sell, transfer and deliver (or to cause to be conveyed, assigned, sold, transferred and delivered) to Buyer at the Closing, and Buyer hereby agrees to purchase and receive from Seller at the Closing, all right, title and interest of Seller and its Affiliates in and to all real, personal and mixed assets, both tangible and intangible, that are owned, leased, used or held for use by Seller or any of its Affiliates in connection with the Business, including the following assets, in each case free and clear of all Encumbrances, other than Permitted Encumbrances (such assets, collectively, the “Transferred Assets”): 2.1.1 all of the Business Contracts, including the CBA; 2.1.2 all of the Shared Contract Rights, allocated to Buyer in accordance with Section 2.3; 2.1.3 all of the Owned Real Property and the Leased Real Property; 2.1.4 all of the Business Intellectual Property; 2.1.5 all of the Transferred Licenses; 2.1.6 all of the Adjustment Assets; 2.1.7 all inventories of merchandise, newsprint, ink and other raw materials, work in process, finished goods and supplies (including photo supplies, composition supplies, camera supplies, pressroom supplies, pressroom plates, mailroom supplies, plant supplies and route and circulation supplies) used or held for use in connection with the ownership or operation of the Business; 2.1.8 all tangible materials included within the library (i.e., the “morgue”) of each of the Newspapers, including all clippings, art, photographs (including digital files and film, negatives and positives), historical facts and memorabilia, bound files of back issues, electronic archives, and microfilm and microfiche reproductions of back issues, but excluding, any Intellectual Property contained therein that is not Business Intellectual Property; 2.1.9 all motor vehicles, furniture, fixtures, equipment, machinery and other tangible personal property used or held for use in connection with the ownership or operation of the Business; 2.1.10 all books of account and financial records, invoices, shipping records, sales and promotional literature, supplier, customer and circulation lists, correspondence and other documents, records, data, files and service manuals relating to the Business; 2.1.11 all applicable credits, prepaid expenses, deferred charges, rebates, promotional allowances, sponsorships and related benefits (e.g., tickets, suites, and the like) and prepaid items to the extent relating to the Business, as well as all rights to the amounts paid or payable by the Tribune Company for upgrades of Business equipment to the extent not previously disbursed in connection with such upgrades, in each case other than the insurance-related items set forth in Section 2.2.2; 2.1.12 all other assets other than Excluded Assets, whether owned, leased or licensed, real, personal or mixed, or tangible or intangible, which are used or held for use in connection with the ownership and operation of the Business, it being understood that any asset which is owned or controlled in whole or in part by Seller or its Affiliates and which is used or held for use in the ownership and operations of the Business will be treated in all respects as a Transferred Asset (to the extent of their right, title and interest therein) even if it is not specifically listed in this Section 2.1 or described in any schedule to this Agreement to the same extent as if it had been so listed or described (but without limitation of Buyer’s rights and remedies), and all representations, warranties and covenants contained in this Agreement shall apply with equal force to all such assets; 2.1.13 all applicable guaranties, warranties, indemnities and similar rights in favor of Seller with respect to any tangible Transferred Asset; 2.1.14 all goodwill relating to the Business; 2.1.15 all claims, rights, interests and choses of action of Seller, whether mature, contingent or otherwise, against third parties relating to the Business and the Transferred Assets, including those arising during or attributable to any period prior to the Closing, other than those set forth on Schedule 2.1.15; and 2.1.16 all proceeds, cash, and cash equivalents arising from or relating to the sale, transfer, conversion or other disposition by Buyer of any of the foregoing following the Closing. Parent agrees to convey, assign, sell, transfer and deliver to Buyer at the Closing all right, title and interest of Parent in any of the Transferred Assets on the terms and subject to the conditions set forth in this Agreement, at the Closing and in exchange for payment of the Purchase Price as described in Section 2.02, the Sellers shall sell and deliver to the Buyer, and the Buyer shall purchase from the Sellers as the same shall exist on the Closing Date, all of Sellers’ rights in the following: (a) All Assets of the Sellers used in the Business, including but not limited to those listed in Schedule 2.01(a); (b) all tangible property, Accounts Receivable, notes receivable, inventories, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings and fixtures of Sellers existing on the Closing Date; (c) all trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, the applications therefor and the licenses thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunder; (d) all drawings, blueprints, specifications designs and data owned by Sellers on the Closing Date; (e) all catalogues, brochures, sales literature, promotional material and other selling material of Sellers; (f) all files, documents, papers, agreements, books of account and other records pertaining to the Assets which are located at the offices, plants, warehouses or other locations used in connection with the Assets; (g) all rights of Sellers under all contracts, agreements, licenses, leases, sales orders, purchase orders and other commitments Buyer will assume pursuant to Section 1.3 hereof; and (h) all application and operating computer software programs listed in Section 2.01(h) of the Disclosure Schedule attached hereto, the exclusive worldwide rights to market and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and (i) all other assets and rights of every kind and nature, real or personal, tangible or intangible, which are owned and used by Sellers in the Business except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession of the originals and all copies of all Assets referred to in Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing Date.

Agreement to Sell and Purchase. Upon (a) At the terms and subject to the conditions set forth in this Agreement, at the Closing and in exchange for payment of the Purchase Price as described in Section 2.02Closing, the Sellers Companies shall sell grant, sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase from the Sellers as Companies, all right, title and interest of each Company in and to all of the same shall exist assets, properties, and rights of every kind, and description, real, personal and mixed, tangible and intangible wherever situated constituting the Business on the Closing DateDate other than the Excluded Assets (the "Purchased Assets"), free and clear of all Encumbrances, other than Permitted Liens and the continuing rights, interests and licenses of Sellers’ rights Tetra as provided for in the Transaction Documents, but including the following: (ai) All Assets all cash and cash equivalents; (ii) all Accounts Receivable; (iii) all Inventory; (iv) all furniture, fixtures, automobiles, leasehold improvements, tooling, machinery and equipment; (v) all customer records, including principal contacts, addresses and telephone numbers, purchasing history, equipment demographics, payment information and any other information; (vi) all records with respect to suppliers, employees and other aspects of the Sellers used in the Business, including but not limited to those ; (vii) all Patents listed in Schedule 2.01(aon SCHEDULE 2.1(A)(VII); (bviii) all tangible propertyTrade Secrets; (ix) the Tetra Technologies; (x) all Copyrights; (xi) all manufacturing, Accounts Receivablewarehouse and office supplies; (xii) all software and Custom Software (including documentation and related object and source codes) listed on SCHEDULE 2.1(A)(XII); (xiii) all Trademarks listed on SCHEDULE 2.1(A)(XIII); (xiv) all rights under the Building Leases and the Non-Real Estate Leases, notes receivableand any easements, inventories, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings and fixtures deposits or other rights pertaining thereto; (xv) all rights under any Governmental Permits; (xvi) all rights related to any prepaid expenses; (xvii) all the assets of Sellers existing Seller set forth on the Closing Balance Sheet and those assets of Seller whose ownership by Seller is implied by the assumptions made in the preparation of the Balance Sheet and any assets acquired by the Business after the Effective Date; (c) all trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, the applications therefor and the licenses thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunder; (d) all drawings, blueprints, specifications designs and data owned by Sellers on the Closing Date; (e) all catalogues, brochures, sales literature, promotional material and other selling material of Sellers; (f) all files, documents, papers, agreements, books of account and other records pertaining to the Assets which are located at the offices, plants, warehouses or other locations used in connection with the Assets; (gxviii) all rights of Sellers to insurance proceeds and insurance claims under all contracts, agreements, licenses, leases, sales orders, purchase orders and other commitments Buyer will assume pursuant any insurance contracts relating to Section 1.3 hereofthe Purchased Assets; and (hxix) all application and operating computer software programs listed rights under any Contracts identified as Assumed Contracts on SCHEDULE 4.16, except to the extent specified in Section 2.01(hSECTION 2.7. (b) Notwithstanding the foregoing, the Purchased Assets shall not include any of the Disclosure Schedule attached hereto, following (the exclusive worldwide "Excluded Assets"): (i) the rights that accrue or will accrue to the Companies under this Agreement; (ii) the Tetra Engineering Plans; (iii) the AS400 computer system owned by Tetra; (iv) the Motorola and Vanguard routers; (v) the J.D. Edwards software system and Rhumba software owned and lxxxxxxx xx Xetra; (vi) the Adtran equipment; (vii) the rights to market and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and receive any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative royalties prior to the installation Effective Date with respect to that certain technology license by and checkout of between Severn Trent, plc, TETRA Europe Limited and TETRA dated Marcx 00,0000; (viii) the rights accruing to Tetra with respect to current disputes between Tetra and Severn Trent plc with respect to Tetra Europe Limited joint xxxxxxx xxxxerly between such programsparties; (ix) the real estate identified on SCHEDULE 2.1(B); (x) all assets used to provide the corporate services provided by Tetra and its Affiliates to the Business; and (ixi) all other any assets and rights of every kind and natureany Company, real or personalthe use of which is not primarily related to the Business, tangible or intangible, which are owned and used by Sellers in the Business except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession of the originals and all copies of all Assets referred to in Section 2.01 hereof, and neither Sellers nor unless any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing Dateasset is specifically identified as being a Purchased Asset herein.

Agreement to Sell and Purchase. Upon At the Closing (as defined in Section 8.1(b)) and effective as of the Effective Time (as defined in Section 1.3), subject to the terms and subject to the conditions set forth in of this Agreement, at including the Closing reservation and in exchange for payment retention of the Purchase Price Excluded Assets (as described and defined in Section 2.021.2), the Sellers Seller shall sell sell, convey and deliver assign to the Buyer, and the Buyer shall purchase from the Sellers as the same shall exist on the Closing Datepurchase, pay for, and accept, all of Sellers’ rights Seller’s right and title to, and interest in the following:following assets and properties (other than any assets or properties that Seller does not own or hold as of the Closing pursuant to actions taken (or not taken) by Seller in compliance with Section 4.1) (collectively, the “Properties”, and each, individually, a “Property”): (ai) All the oil, gas and/or mineral leases described on Exhibit A-1, including any ratifications, extensions and amendments thereof, whether or not any such ratifications, extensions or amendments are described on Exhibit A-1, save and except for any portions thereof included in the Excluded Assets (the “Leases”) and (ii) the lands covered by the Leases, save and except for any portions thereof included in the Excluded Assets (the “Lands”), including any fee mineral interest, royalty interests, oil, gas and/or mineral leases, overriding royalties, production payments and net profits interests covering or arising out of the Sellers used Lands (even though such interest may be incorrectly described in or omitted from Exhibit A-1, in each case, together with any and all leasehold interests and other rights, titles and interests of Seller in and to any pooled acreage, communitized acreage or units arising on account of the BusinessLeases or the Lands having been pooled, including but not limited to those listed in Schedule 2.01(acommunitized or unitized into such units (the “Unit Interests”); (b) all tangible propertyoil xxxxx and gas xxxxx, Accounts Receivablewater injection xxxxx and other injection or disposal xxxxx, notes receivabletemporarily abandoned and permanently plugged and abandoned xxxxx, inventoriesand all other xxxxx of every nature and kind located on or attributable to the Leases, spare partsthe Lands or the Unit Interests, prepaymentsincluding all of the xxxxx described on Exhibit B (the “Xxxxx”, deferred itemsand, work in processtogether with the Lands, suppliesthe Leases, leaseholdsthe Xxxxx and the Unit Interests, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings the “Subject Oil and fixtures of Sellers existing on the Closing DateGas Interests”); (c) all trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, the applications therefor and real property described on Exhibit A-2 (the licenses thereto, together with the goodwill and the Business appurtenant thereto“Fee Property”); excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunder; (d) all drawingsoil, blueprintsgas, specifications designs and data owned by Sellers on the Closing Date; (e) all catalogueswell gas, brochurescasinghead gas, sales literature, promotional material and other selling material of Sellers; (f) all files, documents, papers, agreements, books of account and other records pertaining to the Assets which are located at the offices, plants, warehouses or other locations used in connection with the Assets; (g) all rights of Sellers under all contracts, agreements, licenses, leases, sales orders, purchase orders and other commitments Buyer will assume pursuant to Section 1.3 hereof; and (h) all application and operating computer software programs listed in Section 2.01(h) of the Disclosure Schedule attached hereto, the exclusive worldwide rights to market and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereofcondensate, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals components of any of them (including all flowcharts, systems, procedures liquids and program component descriptionsproducts produced from any of them) (the “Hydrocarbons”), all procedures for in each case, produced from or attributable to the modification Subject Oil and preparation for Gas Interests from and after the release of enhanced versions of such programs, Effective Time (the “Conveyed Hydrocarbons”) and all available testing data relative to the installation and checkout of such programs; and Stored Hydrocarbons (i) all other assets and rights of every kind and nature, real or personal, tangible or intangible, which are owned and used by Sellers in the Business except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession of the originals and all copies of all Assets referred to as defined in Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing Date.2.2(a)(ii));

Agreement to Sell and Purchase. Upon (a) For and in consideration of the delivery of a fully executed Letter of Intent (as defined in Section 4 hereof) to Middle Tennessee Law Group PLLC as escrow agent ("Escrow Agent"), the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase and take from Seller, subject to and in accordance with all of the terms and subject to the conditions set forth in of this Agreement, at the Closing and in exchange for payment of the Purchase Price as described in Section 2.02, the Sellers shall sell and deliver to the Buyer, and the Buyer shall purchase from the Sellers as the same shall exist on the Closing Date, all of Sellers’ rights in the following: (ai) All Assets of that certain lot, tract or parcel of improved real estate located at 0000 Xxxxxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxxxxx 00000, the Sellers used improved tracts containing approximately 38.02 acres, all as more particularly described on Exhibit A attached hereto and incorporated herein by this reference, together with all plants, shrubs and trees or other natural features located thereon, and together with all rights, ways and easements appurtenant thereto, including, without limitation, all of Seller's right, title and interest in and to the Businessland underlying, including but not limited to those listed in Schedule 2.01(athe air space, wind rights, and sunlight overlying and any public or private ways or streets crossing or abutting said real estate (collectively, the "Land"); (bii) All buildings, structures and other improvements of any and every nature located on the Land and all tangible propertyfixtures attached or affixed to the Land or to any such buildings, Accounts Receivablestructures or other improvements (collectively, notes receivablethe "Improvements"); (iii) All goods, inventoriesequipment, machinery, apparatus, fittings, furniture, furnishings, supplies, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvementsappliances, tools, fixtureshistorical records, machinerycertifications, equipmentsurveys, furnitureratings, office furnishings reports, benchmarking, or audits regarding the operation, predicted operation, energy or cost savings, air or water quality, carbon generation or resource efficiency, and/or leasing of the Land and fixtures Improvements and other personal property of Sellers existing every kind located on the Land or within the Improvements, excluding any such items owned by tenants of the Land or by a public utility (collectively, the "Personal Property"); provided however that the personal property set out in Exhibit B shall be retained by Seller; (iv) All of the right, title and interest of the Seller as "lessor" or "landlord" in, to and under all leases and other agreements for the use, occupancy or possession of all or any part of the Land or the Improvements, including, without limitation, (A) all the tenant leases, including without limitation security deposits held in connection therewith, all as scheduled and identified on Exhibit C attached hereto and incorporated herein by this reference (as amended and/or assigned, collectively, the "Existing Leases"), and (B) all new tenant leases, amendments to Existing Leases, renewals of Existing Leases or other agreements for use, occupancy or possession of all or any part of the Land or the Improvements entered into between the Effective Date (as defined in Section 36 hereof) and the Closing Date;Date (as defined in Section 5 hereof) in accordance with the terms and conditions of this Agreement (as amended, collectively, the "New Leases") (the Existing Leases and the New Leases shall be referred to herein collectively as the "Leases"); and (b) All of the right, title and interest accruing to the owner of the Land and the Improvements in, to and under: (A) those management, service and other contracts and agreements, if any, scheduled and identified on Exhibit D attached hereto and incorporated herein by this reference (as amended, collectively, the "Service Agreements") excepting only those which Buyer, by written notice delivered to Seller within the Inspection Period (as defined in Section 6(c) hereof), elects not to assume (collectively, the "Rejected Agreements"); (B) the name Northfield (the "Trade Name"); (C) all guaranties, warranties and agreements from contractors, subcontractors, consultants, vendors and suppliers regarding their performance, quality, design, workmanship, quality performance, materials, equipment or systems supplied in connection with the design, construction, manufacture, development, installation, commissioning, certification and operation of any and all Improvements and Personal Property (collectively the "Warranties"); (D) certificates, licenses, permits, authorizations, consents and approvals (collectively, the "Permits"), but only to the extent the foregoing are related to the development, use, occupancy, possession and/or operation of the Land and the Improvements and only to the extent the same are assignable; (E) any other interest of Seller being transferred, e.g., rights under development plans, easement agreements, etc. along with all Green Ratings, the Incentives, the Carbon Credits, the Carbon Offsets and/or Carbon Taxes, and any other Green Elements (as defined below). (c) all trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrationsThe Land, the applications therefor Improvements and the licenses thereto, together with Personal Property are hereinafter sometimes collectively called the goodwill "Project" and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunder; (d) all drawings, blueprints, specifications designs and data owned by Sellers on the Closing Date; (e) all catalogues, brochures, sales literature, promotional material and other selling material of Sellers; (f) all files, documents, papers, agreements, books of account and other records pertaining to the Assets which are located at the offices, plants, warehouses or other locations used in connection with the Assets; (g) all rights of Sellers under all contracts, agreements, licenses, leases, sales orders, purchase orders and other commitments Buyer will assume pursuant to Section 1.3 hereof; and (h) all application and operating computer software programs listed in Section 2.01(h) of the Disclosure Schedule attached hereto, foregoing are hereinafter sometimes collectively called the exclusive worldwide rights to market and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and (i) all other assets and rights of every kind and nature, real or personal, tangible or intangible, which are owned and used by Sellers in the Business except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession of the originals and all copies of all Assets referred to in Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing Date"Property."

Agreement to Sell and Purchase. Upon Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller the Property, subject to the terms and subject to conditions of this Agreement. For the conditions set forth in purposes of this Agreement, at the Closing term “Property” shall mean and in exchange for payment of the Purchase Price as described in Section 2.02, the Sellers shall sell and deliver to the Buyer, and the Buyer shall purchase from the Sellers as the same shall exist on the Closing Date, all of Sellers’ rights in include the following: (a) All Assets of the Sellers used that certain real property legally described in the Businessattached Exhibit “A”, including but not limited to those listed in Schedule 2.01(aincluding, without limitation, the land, buildings, improvements, fixtures (including, without limitation, the sprinkling, plumbing, heating, cooling, ventilating, air conditioning, electrical, lighting and other systems);, easements and all other right, title and interest appurtenant and otherwise relating thereto (collectively, the “Real Property”). (b) all tangible property, Accounts Receivable, notes receivable, inventories, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings and fixtures of Sellers existing on the Closing Date;[Intentionally Deleted]. (c) All of Seller’s right, title and interest in and to all trademarks leases, contracts and trade namesother agreements incident to the operation of the business conducted on the Real Property, trademark including, without limitation, management contracts, on-site maintenance contracts, janitorial contracts, and trade name registrationsleasing commission agreements, service marks and service xxxx registrations, copyrights, copyright registrationsif any; all of which are listed on attached Schedule 1(c) (collectively, the applications therefor and “Contract Rights”), except to the licenses theretoextent Buyer elects to exclude any such item, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunder;Section 6(c) of this Agreement. (d) All of Seller’s right, title and interest in and to all drawingsfinancial and other books and records maintained in connection with the operation of the Real Property; all preliminary, blueprintsfinal and proposed building plans and specifications relating to the Real Property; and all surveys, specifications designs structural reviews, grading plans, topographical maps, architectural drawings and data owned by Sellers engineering, soils, seismic, geologic, environmental, and architectural reports, studies, certificates, and similar documents relating to the Real Property, if any; all of which are listed on the Closing Date;attached Schedule 1(d) (collectively, the “Records and Plans”). Without limiting the foregoing, Buyer acknowledges and agrees that none of the Records and Plans shall include any “patient data” protected by HIPPA or similar privacy laws, regulations and rules. (e) All of Seller’s right, title and interest in and to all cataloguesguarantees and warranties relating to the Property and the fixtures and equipment located therein, brochuresif any; all of which are listed on the attached Schedule 1(e) (collectively, sales literature, promotional material and other selling material of Sellers;the “Warranties”). (f) All of Seller’s right, title and interest in and to all filestrade names, documentslicenses, paperspermits, agreementscertificates of occupancy, books of account approvals, dedications, subdivision maps, and entitlements issued, approved or granted by governmental or quasi-governmental entities or otherwise relating to the Property; and any and all development rights and other records pertaining intangible rights, titles, interests, privileges, and appurtenances owned by Seller and in any way relating to the Assets which are located at the offices, plants, warehouses or other locations used in connection with the Assets; (g) all rights of Sellers under all contracts, agreements, licenses, leases, sales orders, purchase orders and other commitments Buyer will assume pursuant to Section 1.3 hereof; and (h) all application and operating computer software programs listed in Section 2.01(h) Property and/or the operation of the Disclosure business conducted on the Real Property, if any; all of which are listed on the attached Schedule attached hereto1(f) (collectively, the exclusive worldwide rights “Licenses and Permits”). The Property shall expressly exclude all personal property attached to market or located on or used in connection with the operation of the Real Property, including, without limitation, furniture, furnishings, fittings, removable fixtures, appliances, medical equipment, machinery and service such programsequipment, building materials, operating inventories, supplies, safes, alligators, art work, pictures, photographs, awards, textbooks and medical journals, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and (i) all other assets and rights of every kind and nature, real or personal, tangible or intangible, which are owned and used by Sellers in the Business except for Excluded Assets. Sellers shall deliver to Buyer on tenant or the Closing Date possession of physicians practicing at the originals and all copies of all Assets referred to in Section 2.01 hereofProperty’s premises, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after as the Closing Datecase may be.

Agreement to Sell and Purchase. Upon 1.1 Property to be Purchased by Purchaser. Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase and acquire from Seller, upon the terms and subject to the conditions hereinafter set forth in this Agreement, at the Closing and in exchange for payment of the Purchase Price as described in Section 2.02, the Sellers shall sell and deliver to the Buyer, and the Buyer shall purchase from the Sellers as the same shall exist on the Closing Dateforth, all of Sellers’ rights Seller's right, title and interest in and to the following:following property (collectively, the "Property"): (a) All Assets of the Sellers used in the Business, including but not limited to those listed in Schedule 2.01(a); (b) 1.1.1 all tangible property, Accounts Receivable, notes receivable, inventories, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, toolsfurnishings, fixtures, machinery, equipment, furniture, office furnishings vehicles and fixtures of Sellers existing on the Closing Date; (c) all trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, the applications therefor and the licenses thereto, together with the goodwill and the Business personalty attached or appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunder; (d) all drawings, blueprints, specifications designs and data owned by Sellers on the Closing Date; (e) all catalogues, brochures, sales literature, promotional material and other selling material of Sellers; (f) all files, documents, papers, agreements, books of account and other records pertaining to the Assets which are located at the offices, plants, warehouses or other locations used in connection with the AssetsBusiness that are owned by Seller, and all inventories, supplies, sales, marketing and instructional materials of every kind and description relating to the Business, wherever located, including without limitation, the items described on Exhibit B attached hereto and made a part hereof (the "Personal Property"); 1.1.2 the files, books, notices and other correspondence from any governmental agencies, and other records used or employed by Seller or its affiliates in connection with the ownership and/or operation of the Business (g) all rights of Sellers under all contractscollectively, agreementsthe "Records"); 1.1.3 any consent, authorizations, variances, waivers, licenses, leasescertificates, sales orderspermits and approvals held by or granted to Seller in connection with the operation of the business (collectively, purchase orders the "Permits"); 1.1.4 the contracts, leases and other commitments Buyer will assume pursuant agreements, including the Distribution Agreement, of or relating to Section 1.3 the Business described on Exhibit C attached hereto and made a part hereof, except to the extent the same relate solely to any Retained Assets or Retained Liabilities (as hereinafter defined) (the "Contracts"); 1.1.5 all accounts receivable of Seller arising out of the sale of goods or services in connection with the Business on the books of the Seller as of April 1, 1997 (the "Effective Date") or arising after the Effective Date; 1.1.6 all cash, funds in bank accounts and cash equivalents existing as of the Effective Date; 1.1.7 any manufacturers' and vendors' warranties and guarantees, except to the extent the same relate solely to any Retained Assets or Retained Liabilities (the "Claims"); and (h) all application 1.1.8 any other properties and operating computer software programs listed in Section 2.01(h) of the Disclosure Schedule attached hereto, the exclusive worldwide rights to market and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source and object codes and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and (i) all other assets and rights of every kind and nature, real or personal, tangible or intangible, which are owned and used by Sellers relating in any way whatsoever to the Business Business, including, but not limited to the right to use the name "Active Sports Marketing", except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession of extent the originals and all copies of all same relate solely to the Retained Assets referred to in Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing DateRetained Liabilities.

Agreement to Sell and Purchase. Upon For and in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Seller and Buyer, Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase and take from Seller, subject to and in accordance with all of the terms and subject to the conditions set forth in of this Agreement, at the Closing and in exchange for payment of the Purchase Price as described in Section 2.02, the Sellers shall sell and deliver to the Buyer, and the Buyer shall purchase from the Sellers as the same shall exist on the Closing Date, all of Sellers’ rights in the following: (a) All Assets that certain lot, tract or parcel of improved real estate more particularly described on Exhibit A attached hereto, together with all plants, shrubs and trees located thereon, and together with all rights, ways and easements appurtenant thereto, including, without limitation, all of Seller’s right, title and interest in and to the Sellers used in land underlying and the Businessair space overlying any public or private ways or streets crossing or abutting said real estate (collectively, including but not limited to those listed in Schedule 2.01(athe “Land”); (b) all tangible propertyAll buildings, Accounts Receivable, notes receivable, inventories, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings structures and fixtures other improvements of Sellers existing any and every nature located on the Closing DateLand and all fixtures attached or affixed, actually or constructively, to the Land or to any such buildings, structures or other improvements (collectively, the “Improvements”); (c) all trademarks All goods, equipment, machinery, apparatus, fittings, furniture, furnishings, supplies, spare parts, tools and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, the applications therefor and the licenses thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual other personal property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunder; (d) all drawings, blueprints, specifications designs and data owned by Sellers of every kind located on the Closing Date; (e) all catalogues, brochures, sales literature, promotional material Land or within the Improvements and other selling material of Sellers; (f) all files, documents, papers, agreements, books of account and other records pertaining to the Assets which are located at the offices, plants, warehouses or other locations used in connection with the Assets; operation, management or maintenance of the Land or the Improvements, excluding any such items owned by tenants of the Land or the Improvements, but specifically including, without limitation, the property described on Exhibit B attached hereto (g) all rights of Sellers under all contractscollectively, agreements, licenses, leases, sales orders, purchase orders and other commitments Buyer will assume pursuant to Section 1.3 hereofthe “Personalty”); and (hd) all application and operating computer software programs listed in Section 2.01(h) All of the Disclosure Schedule attached heretoright, title and interest accruing to the exclusive worldwide rights to market and service such programs, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions owner of the source Land and object codes the Improvements in, to and any variations thereof, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative to the installation and checkout of such programs; and under: (i) those management, service and other contracts and agreements, if any, scheduled and identified on Exhibit C attached hereto (the “Service Agreements”); and (ii) all other assets warranties, guaranties, certificates, licenses, permits, authorizations, consents and rights of every kind approvals with respect to the use, occupancy, possession and nature, real or personal, tangible or intangible, which are owned and used by Sellers in the Business except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession operation of the originals Land and all copies of all Assets referred to in Section 2.01 hereofthe Improvements (the “Permits”). The Land, the Improvements and neither Sellers nor any of its or their stockholdersthe Personalty (collectively, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing Date“Property”).

Agreement to Sell and Purchase. Upon 2.1 Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing and in exchange for payment of the Purchase Price as described in Section 2.02Completion, the Sellers Seller shall sell (or procure the sale) with full title guarantee and deliver to transfer (or procure the Buyertransfer), and the Buyer Purchaser (or the Purchaser’s Designees, in respect of the Shares and the Assets located in the UK only) shall purchase purchase, free from all Security Interests (x) the Sellers as the same shall exist on the Closing DateShares, and (y) all of Sellers’ rights the right, title and interest of the Seller (or TUS UK in the following: (a) All Assets case of the Sellers used Assets located in the BusinessU.K.) in the following properties, including but not limited to those listed in Schedule 2.01(a)rights and assets (the “Assets”): 2.1.1 the Goodwill; (b) 2.1.2 the Business Contracts; 2.1.3 the Business Intellectual Property; 2.1.4 the Stock; 2.1.5 the Records; Table of Contents 2.1.6 the Computers; 2.1.7 the Motor Vehicles; 2.1.8 the Receivables and all tangible propertycheques, Accounts Receivablebills, notes receivable, inventories, spare parts, prepayments, deferred items, work in process, supplies, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings and fixtures of Sellers existing on securities relating to the Closing DateReceivables; (c) all trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, 2.1.9 the applications therefor Plant and the licenses thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunderLeaseholds; (d) all drawings, blueprints, specifications designs 2.1.10 the Fixtures and data owned by Sellers on the Closing DateFittings; 2.1.11 the Licences and Permits (e) all catalogues, brochures, sales literature, promotional material and other selling material of Sellers; (f) all files, documents, papers, agreements, books of account and other records pertaining to the Assets which are located at the officesextent transferable); and 2.1.12 any other properties, plants, warehouses assets or other locations rights of any type or nature (tangible or intangible) used or held for use exclusively in connection with the Business at the Completion Date (excluding any assets specified in clauses 2.2.1 through 2.2.7); (it being agreed that notwithstanding any other provision of this Agreement: (x) the Assets shall be deemed to include all trade receivables, Receivables and Advance Receipts related to the delivery of the third batch of products amounting to USD $ 2,809,000 (the “third batch”) under the Veritas/Viking Agreement referenced in Schedule 3 (the “Veritas/Viking Agreement”); and (y) the Assumed Liabilities shall, for the purposes of clause 2.5, be deemed to include any and all obligations, liabilities and duties of the Seller under the Veritas/Viking Agreement in relation to the delivery of the third batch, provided that prior to Completion, the Seller shall have taken all steps necessary so as to fulfil the delivery date for the third batch). For the avoidance of doubt, it is acknowledged that none of the services or leaseholds provided by the Seller’s Group under the Transitional Services Agreement or the Lease shall be considered to form part of the Assets. 2.2 There shall be excluded from the sale and purchase subject of this Agreement and retained by the Seller the following assets (the “Excluded Assets”): 2.2.1 cash in hand (including cash floats held in relation to the Business at the Completion Date) and cash at bank (whether on current or deposit account) relating to the Business including uncleared cheques received on the Completion Date; (g) all rights of Sellers under all contracts, agreements, licenses, leases, sales orders, purchase orders and other commitments Buyer will assume pursuant to Section 1.3 hereof; and2.2.2 the Advance Receipts; (h) all application and operating computer software programs listed in Section 2.01(h) 2.2.3 the benefit of the Disclosure Schedule attached heretoPrepayments; 2.2.4 all the Business Names and the Seller’s Intellectual Property; 2.2.5 all assets or rights related directly to “birds” or “birds 2D” (positioning and steering device for streamer); 2.2.6 all real property or leasehold interests in any real property owned or held by the Seller except for the Real Property Leaseholds; 2.2.7 all securities or other interests in any entities (other than the Shares) owned or held by the Seller; and Table of Contents 2.2.8 all other property, rights and assets of the exclusive worldwide rights Seller not specified in clause 2.1; (it being agreed that notwithstanding any other provision of this Agreement: (x) the Excluded Assets shall be deemed to market and service such programs, include all trade secrets receivables, Receivables and processes relating Advance Receipts related to such programs, all current, previous, enhanced and developmental versions the delivery of the source second batch of products amounting to USD$ 3,301,000 (the “second batch”) under the Veritas/Viking Agreement, even if the delivery of the second batch occurs after the Completion Date; and object codes and (y) the Excluded Liabilities shall be deemed to include any variations thereof, and all documentation related theretoobligations, all design specifications therefor, all maintenance liabilities and installation job control language, all copyrights pertaining to such programs, duties of the programs, operators, Seller under the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative Veritas/Viking Agreement in relation to the installation and checkout of such programs; and (i) all other assets and rights of every kind and nature, real or personal, tangible or intangible, which are owned and used by Sellers in the Business except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession delivery of the originals and all copies of all Assets referred to in Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing Datesecond batch).

Agreement to Sell and Purchase. Upon Seller is the terms owner of [_________] (___) residential lots (each individually, a “Lot,” and subject to collectively, the conditions set forth “Lots” or the “Property”) in this Agreementthe subdivision of [____________], at City of [____________], [__________] County, Florida (the Closing and in exchange for payment of the Purchase Price as “Subdivision”). The Lots are legally described in Section 2.02Exhibit “A” attached hereto and incorporated herein by reference. [The Lots are shown as Lots [_____________], by plats of survey of record at Plat Book [_____] Pages [_____], [___________] Public Records of ___________ County, Florida (collectively, the Sellers shall “Plats”).] Seller hereby agrees to sell and deliver convey to the Buyer, and Buyer agrees to purchase the Buyer shall purchase from fee simple title to the Sellers as Lots together, in each instance, with all improvements thereon and thereto and all of the same shall exist on the Closing Daterights, privileges, appurtenances, hereditaments, easements, reversions and remainders pertaining to or used in connection therewith, including, without limitation, all of Sellers’ rights in the following: (a) All Assets of the Sellers used development and concurrency rights, privileges, permits, entitlements, applications, approvals, licenses, building permit and development allocations, all utility permits and credits, incentives, impact fee credits, prepaid fees, air rights, water rights, water stock, water capacity, sewer, wastewater and re-use water rights, sewage treatment capacity, other utility capacity and rights, concurrency certificates, approvals and permits related thereto, subject in the Business, including but not limited each case to those listed in Schedule 2.01(a); Section 11(c) hereof; (b) all tangible propertystrips and gores, Accounts Receivablestreets, notes receivablealleys, inventorieseasements, spare partsrights-of way, prepaymentspublic ways, deferred itemsor other rights appurtenant, work in processadjacent, suppliesor connection thereto, leaseholds, leasehold improvements, tools, fixtures, machinery, equipment, furniture, office furnishings and fixtures of Sellers existing on the Closing Date; (c) all trademarks minerals, oil, gas, and trade namesother hydrocarbon substances in, trademark under, or that may be produced therefrom; and trade name registrations, service marks and service xxxx registrations, copyrights, copyright registrations, the applications therefor and the licenses thereto, together with the goodwill and the Business appurtenant thereto; excluding, however, all intangible intellectual property and trade secrets that are used pursuant to certain licensing arrangements to Sellers and which intangible intellectual property shall be conveyed hereunder; (d) all drawings, blueprints, specifications designs and data owned by Sellers on the Closing Date; (e) all catalogues, brochures, sales literature, promotional material and other selling material of Sellers; (f) all files, documents, papers, agreements, books of account and other records pertaining to the Assets which are located at the offices, plants, warehouses or other locations intangible property used in connection with the Assets; (g) all rights of Sellers Property, including rights, privileges, and benefits under all contractsguarantees, agreementswarranties, licensesindemnities, leases, sales orders, purchase orders contract rights in connection with any work or services performed with respect to the Property and other commitments Buyer will assume pursuant utility contracts relating to Section 1.3 hereof; and (h) all application and operating computer software programs listed in Section 2.01(h) or any portion of the Disclosure Schedule attached hereto, the exclusive worldwide rights to market and service such programsLots, all trade secrets and processes relating to such programs, all current, previous, enhanced and developmental versions of the source foregoing items (a) through (d) to the extent owned by Seller and object codes and any variations thereoftransferable, and all documentation related thereto, all design specifications therefor, all maintenance and installation job control language, all copyrights pertaining to such programs, the programs, operators, the user documentation, the systems, documentation and manuals (including all flowcharts, systems, procedures and program component descriptions), all procedures for the modification and preparation for the release of enhanced versions of such programs, and all available testing data relative otherwise subject to the installation terms and checkout conditions of such programs; and (i) all other assets and rights of every kind and nature, real or personal, tangible or intangible, which are owned and used by Sellers in the Business except for Excluded Assets. Sellers shall deliver to Buyer on the Closing Date possession of the originals and all copies of all Assets referred to in Section 2.01 hereof, and neither Sellers nor any of its or their stockholders, directors, officers, employees or Affiliates shall retain any copies of such Assets after the Closing Datethis Contract.