Common use of Assets Clause in Contracts

Assets. Subject to Section 2.2, Seller hereby sells, transfers, conveys, assigns and delivers to Buyer, and Buyer hereby purchases and acquires from Seller, all right, title and interest in and to all of Seller’s assets and rights of every nature, kind and description wheresoever located and whether or not reflected on Seller’s books and records of the Business (as set forth in their entirety in Schedule 2.1 attached hereto) including without limitation, the following (all of which being hereinafter collectively referred to as the “Assets”): (1) The Intangibles, including all Marks, owned by Seller and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (2) Seller’s rights, powers and privileges in and to the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunder; (3) All current samples, sample books, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retained), marketing materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating to the Assets; (4) All prepaid assets of the Business (including the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security deposits; and (5) All of Seller’s Claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to Seller’s ownership of the Assets and/or the Business, but excluding Claims against Buyer with respect to the transactions contemplated herein.

Assets. Subject to Section 2.2the terms and conditions set forth in this Agreement, Seller hereby sellsshall at the Closing sell, transferstransfer, conveysconvey, assigns assign and delivers deliver to BuyerBuyer free and clear of all Liens, and Buyer hereby purchases shall at the Closing purchase and acquires accept from Seller, all of Seller's right, title and interest in and to the assets described in clauses (a) through (i) below (the "Assets"). (i) all trademarks, trade names, service marks, copyrights, patents, trade secrets, recipes, logos, marketing materials, designs (including all trade dress and packaging artwork and logos presently or historically used in promoting the Brands and the physical plates or screens used to make, manufacture or press the same), confidential or proprietary information and other intellectual property (regardless of whether registered or pending to be registered with any Governmental Authority) used in the Business including those set forth on Schedule 2.1(a), and all goodwill associated with each of the foregoing (the "Intellectual Property"), and (ii) all Net Names; (b) all finished goods inventories of the Business with more than ninety (90) days shelf life remaining as of the Closing Date, regardless of where stored or warehoused, including those set forth on Schedule 2.1(b) (the "Inventory"); (c) all lists of current and past customers and prospective customers of the Business, including those set forth on Schedule 2.1(c) (the "Customer Lists"); (d) all agreements, contracts, contract rights, understandings, commitments and arrangements of Seller (regardless of whether prepaid), whether oral or written, that are (i) identified or summarized on Schedule 2.1(d); (ii) open customer purchase orders taken in the Ordinary Course of Business that have not been fulfilled and paid for as of the Closing Date identified or summarized on Schedule 2.1(d); (iii) customer and shelf space contracts (regardless of whether pre-paid) identified or summarized on Schedule 2.1(d); and (iv) supplier contracts identified or summarized on Schedule 2.1(d); (collectively, the "Contracts"); (e) all rights and interest of Seller in and to all authorizations, licenses, permits, variances, exemptions, consents, certificates, approvals and orders necessary to own the Assets and to conduct the Business issued to Seller by any Governmental Authority, including those listed on Schedule 2.1(e) (collectively, the "Permits"); (f) all of Seller’s assets 's other rights and property interests of any nature which are used in the operation of the Business, including rights to use existing customer service telephone numbers, and the rights to all of every natureSeller's Uniform Product Codes exclusively used in the Business (the "UPC Codes"), kind including those listed on Schedule 2.1(f) (collectively, the "Other Intangible Rights"); (g) any and description wheresoever located and whether all refunds, rebates or not reflected on Seller’s books and records other payments, or the right to receive any of the foregoing, related to the operation of the Business (as set forth in their entirety in Schedule 2.1 attached hereto) including without limitation, the following (all of which being hereinafter collectively referred to as the “Assets”): (1) The Intangibles, including all Marks, owned by Seller and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (2) Seller’s rights, powers and privileges in and to the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunder; (3) All current samples, sample books, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retained"Refunds"), marketing materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating to the Assets; (4) All prepaid assets of the Business (including the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security deposits; and (5h) All all goodwill and ongoing business and customer relationships of Seller associated with the Business. The obligation of Seller to deliver any Intellectual Property, Customer List, Contract, Book or Record, Permit, Other Intangible Right, Refunds or other asset or document set forth above includes an obligation to deliver all files, data, records of correspondence, analysis, reports, etc. related thereto (collectively, the "Files"), including any File stored on any media regardless of form, including paper files, print-outs, computer disks, magnetic tapes, CD's, and the like. Notwithstanding the foregoing, Seller is permitted to keep copies of Contracts for which the originals are delivered to Buyer necessary for audit or other business purposes so long as such Contracts are maintained in a manner consistent with Seller’s Claims, causes of action 's confidentiality and other legal rights and remedies, whether or not known as of obligations contained in the Closing, relating to Seller’s ownership of the Assets and/or the Business, but excluding Claims against Buyer with respect to the transactions contemplated hereinConfidentiality Agreement.

Assets. Subject to Section 2.2the terms and conditions set forth herein, at the Closing the Seller hereby sellsshall sell, transferstransfer, conveys, assigns assign and delivers deliver to Buyerthe Purchaser, and Buyer hereby purchases and acquires the Purchaser shall purchase from the Seller, all of the Seller’s and the Debtor’s right, title and interest in on an “as is where is” basis, free and to clear of all liens, claims, interests, and encumbrances (collectively, “Liens”), all of the Seller’s assets assets, property and contractual rights of every nature, kind and description wheresoever located and whether or not reflected on Seller’s books and records of related to the Business (as wherever located, including but not limited to the below listed items, excluding only the Excluded Assets set forth in their entirety in Schedule 2.1 attached hereto) including without limitationSection 1.3 (collectively, the following (all of which being hereinafter collectively referred to as the “Golden Guernsey Assets”): (1a) The Intangiblesall machinery, including all Markstooling, owned by Seller and all Intellectual Property Rights associated therewithequipment, all goodwillfixtures, licenses and sublicenses granted or obtained with respect theretocomputer equipment, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (2) Seller’s rights, powers and privileges in and to the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunder; (3) All current samples, sample books, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retained), marketing materials, web site content, graphicsfurniture, and other tangible personal property owned by the Seller on the Closing Date and previously or electronic materials embodying, displaying, incorporating, currently used or otherwise relating to held for use in the Assets; (4) All prepaid assets operation of the Business (including the pro rata portion of advances or guaranteed minimum royalty “Equipment”); (b) the real property and advertising payments credited against royalties earned after buildings and other improvements thereon upon which the Business is located at 0000 Xxxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxx as more fully described on Exhibit D (the “Real Property”); (c) the Executory Contracts identified on Exhibit A; (d) the motor vehicles owned by the Seller on the Closing Date under and previously or currently used or held for use in the Specified Contracts operation of the Business, and all attachments, accessories and materials handling equipment located in or payments under terminated license on such motor vehicles on the Closing Date; (e) all of the Seller’s owned inventory of supplies, parts and accessories of every kind, nature, and description owned by the Seller on the Closing Date and previously or currently used or held for use in the operation of the Business (the “Inventory”), subject to consumption and replenishment by the Seller in the ordinary course of business; (f) the telephone number(s), website(s) and email address(es) used in the operation of the Business; (g) all books and records relating to the operation of the Business, including non-proprietary marketing materials, customer lists and vendor lists but excluding employee, union, health, welfare, pension, retiree, or personnel records (the “Business Records”); (h) any and all of the Seller’s intellectual property, licensed intellectual property, trade names and other agreements related therein, including those set forth on Schedule 1.1(h); (i) all causes of action and all rights and claims of the Seller related to or arising from the Marks (which are Assets) with payments (e.g. sell off) due past Closing Golden Guernsey Assets and any unpaid liquidated damages under the Specified Contracts) Assumed Liabilities, but specifically excluding all causes of action and expenses other than rent escrows all rights and security depositsclaims of the Seller related to or arising from the Excluded Assets and the Excluded Liabilities; and (5j) All of Seller’s Claims, causes of action and other legal rights and remedies, whether or not known as all of the Closing, relating to Seller’s ownership goodwill of the Assets and/or the Business, but excluding Claims against Buyer with respect to the transactions contemplated herein.

Assets. On the terms and subject to the conditions set forth in this Agreement (including Section 1.7), at the Closing, Sellers shall (and shall cause any Additional Vehicle Sellers to) grant, convey, sell, transfer, deliver and assign to Buyers, and Buyers shall purchase from Sellers, all of the right, title and interest that Sellers possess and have the right to transfer in and to the following assets, as the same shall exist on the Closing Date as contemplated by the final paragraph of this Section 1.1 (collectively, the “Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Sellers in accordance with Section 6.18): (a) The real property, improvements and fixtures owned by Sellers, and Sellers’ leasehold interests in certain real property and improvements, in each case which are listed on Schedule 1.1(a) (such owned and leased assets of Sellers are referred to as the “Owned Real Property” and the “Leased Real Property,” respectively, and collectively as the “Real Property”); (b) The following tangible personal property owned or leased by Sellers as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account or Peachland/Angleton Account and listed on Schedule 1.1(b)(ii) ; (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); and (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”), all inventory of supplies, fuel, parts, shop tools, nuts, bolts, tires and maintenance accessories (collectively, the (“Inventory”) and other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 2.21.7, Seller hereby sellsthe following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (the accounts to service such customers at the locations on such routes are collectively referred to herein as the “Collection Accounts,” and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); Schedule 1.1(c)(i): (A) will be provided within 30 days of the date hereof to identify such Collection Accounts by customer number and zip code and sets forth, transferswith respect to each Collection Account, conveysthe service requirements, assigns container size and delivers standard monthly charge; and (B) will be updated within 5 Business Days prior to Buyerthe Closing Date to identify the Collection Accounts with respect to the Collection Contracts as of such date by customer name, service address, billing address, number, zip code, service requirements, container size and standard monthly charge; and (C) will be updated within 5 Business Days following the Closing Date to identify all customer information relating to the final Collection Accounts transferred as of the Closing Date, including customer name, service address, billing address, number, zip code, service requirements, container size and standard monthly charge; (ii) All Contracts and other rights to provide collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(ii) serviced by the Sellers’ Peachland Hauling and Angleton Hauling divisions (the accounts to service such customers at the locations on such routes are collectively referred to herein as the “Peachland/Angleton Accounts,” and the Contracts or other rights to service the Peachland/Angleton Accounts are collectively referred to herein as the “Peachland/Angleton Contracts”); Schedule 1.1(c)(ii): (A) identifies such Peachland/Angleton Accounts by customer number and zip code and sets forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) separately identifies such accounts by type as “Residential,” “Commercial” or “Roll-Off”; and (C) will be updated within 5 Business Days prior to the Closing Date to identify the Peachland/Angleton Accounts as of such date by customer name, address, number, zip code, service requirements, container size and standard monthly charge; and (D) will be updated within 5 Business Days following the Closing Date to identify all customer information relating to the final Peachland/Angleton Accounts transferred to Buyers as of the Closing Date, including customer name, service address, billing address, number, zip code, service requirements, container size and standard monthly charge; (iii) All Contracts and other rights to provide disposal services to the active customers identified on Schedule 1.1(c)(iii) at the disposal facilities included within the Assets (the accounts to service such customers at such disposal facilities are collectively referred to herein as the “Disposal Accounts,” and the Contracts or other rights to service the Disposal Accounts are collectively referred to herein as the “Disposal Contracts”); Schedule 1.1(c)(iii): (A) identifies such Disposal Accounts by customer number, disposal volume, rate, type of waste stream and revenue as of the most recent month ended prior to the date hereof; (B) will be updated within 5 Business Days prior to the Closing Date to identify the Disposal Accounts with respect to the Disposal Contracts as of such date by customer name, billing address, number, zip code, disposal volume, rate, type of waste stream and revenue as of the most recent month ended prior to the Closing Date; and (C) will be updated within 5 Business Days following the Closing Date to identify all customer information relating to the final Disposal Accounts transferred as of the Closing Date, including customer name, billing address, number, zip code, disposal volume, rate, type of waste stream and revenue as of the most recent month ended prior to the Closing Date; (iv) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(iv) (collectively, the “Government Contracts”); (v) The landfill management and operating agreements (collectively, the “Landfill Operating Contracts”) and the transfer station loading, operating and transportation agreements (collectively, the “Transfer Station Operating and Transportation Contracts”) listed on Schedule 1.1(c)(v); (vi) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(vi) (collectively, the “Rolling Stock Leases”); (vii) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(vii) (collectively, the “Equipment Leases”); (viii) The leases relating to the Office Equipment listed on Schedule 1.1(c)(viii) (collectively, the “Office Equipment Leases”); (ix) The real property-related leases, occupancy agreements, licenses or similar agreements, and Buyer hereby purchases any amendments thereto, listed on Schedule 1.1(c)(ix) (collectively, the “Real Estate Leases”); (x) The employment agreements listed on Schedule 1.1(c)(x) (collectively, the “Employment Contracts”); and (xi) The oil and acquires gas leases, the gas purchase agreements and the royalty, service, leachate and other agreements relating to the Assets listed on Schedule 1.1(c)(xi) (together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(x), collectively, the “Assumed Contracts”). (d) All accounts receivable of Sellers arising from Sellerthe Collection Accounts, the Peachland/Angleton Accounts and the Disposal Accounts which will be listed on Schedule 1.1(d) (collectively, the “Accounts Receivable”), which schedule will be delivered by Sellers to Buyers within 5 Business Days following the Closing Date, provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Sellers related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Sellers to the extent related to any Assets (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of any Seller or any Affiliate of any Seller hired by Buyers in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Sellers or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Sellers may retain copies of (A) all Employee Records and (B) all Records transferred to Buyers pursuant to this Section 1.1(e) needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets; (f) The computer hardware of Sellers that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Sellers principally related to the Assets and listed and described on Schedule 1.1(h), which schedule will be attached by Sellers hereto at Closing (collectively, the “Prepaid Assets”); (i) All goodwill relating to the Assets; (j) All right, title and interest in and to all the dedicated telephone and fax numbers, post office boxes and telephone listings of Seller’s assets and rights of every nature, kind and description wheresoever located and whether or not reflected Sellers listed on Seller’s books and records of the Business (as set forth in their entirety in Schedule 2.1 attached hereto) including without limitation, the following (all of which being hereinafter collectively referred to as the “Assets”): (1) The Intangibles, including all Marks, owned by Seller and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (2) Seller’s rights, powers and privileges in and to the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunder; (3) All current samples, sample books, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retained1.1(j), marketing materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating to the Assets; (4) All prepaid assets of the Business (including the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security deposits; and (5k) All of Seller’s ClaimsPermits related to the ownership, causes of action and other legal rights and remediesoperation, whether management or not known as of the Closing, relating to Seller’s ownership use of the Assets and/or the Businessthat are owned by, but excluding Claims against Buyer with respect issued to, or held by or otherwise benefiting any Seller and transferable by their respective terms to any Buyer. Notwithstanding anything in this Agreement to the transactions contemplated hereincontrary, and subject to Article V and Section 6.9, Buyers agree that Sellers may acquire or dispose of (or, in the case of Collection Accounts, experience additions to or attrition of) Assets in the ordinary course of business between the date hereof and the Closing Date and that such acquisitions or dispositions (or, in the case of Collection Accounts, additions or attritions) shall not in any manner modify or limit Buyers’ obligations hereunder to purchase the Assets; provided, however, that such acquisitions, dispositions, additions or attritions shall not, individually or in the aggregate, have a Sellers’ Material Adverse Effect. Each of the Schedules provided for in this Section 1.1 shall specify the applicable Seller and Buyer for each Asset, provided that, to the extent any Registered Rolling Stock is owned other than as set forth on Schedule 1.1(b)(i), Sellers may at their option cause such Registered Rolling Stock to be sold to the applicable Buyers at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Sellers”) and the specification of a different Seller thereof on Schedule 1.1(b)(i) shall not be deemed to violate any representation, warranty or covenant in this Agreement.

Assets. Subject Upon and subject to Section 2.2the terms and conditions of this Agreement, Seller hereby sellsat the Closing, transfersSellers will sell, conveysconvey, assigns assign, transfer and delivers deliver to Buyer, and Buyer hereby purchases and acquires will purchase from SellerSellers, all of the right, title, benefit and interest of Sellers in and to all of Sellers' assets relating to the Business (the "Assets"), including but not limited to Sellers' right, title and interest in and to: (a) the real property leased to Sellers and listed in Schedule 2.1(a); (b) all other tangible assets of Seller’s assets Sellers, whether owned, leased or rented, including, without limitation, all equipment, furniture, fixtures, computer hardware and rights equipment, furnishings and vehicles, all as more specifically set out in Schedule 2.1(b); (c) all inventories of every natureSellers, kind and description wheresoever located and all as more specifically set out in Schedule 2.1(c); (d) all accounts receivable (whether or not reflected on Seller’s books billed as of the Closing Date), refunds, notes, evidences of indebtedness, credits, claims, debts and records obligations of any kind due and owing to Sellers as of the Closing Date relating to the Business, save and except any tax refunds owing to Sellers in respect of the Business in respect of any reporting period of Sellers ending on or before the Closing Date; (as set forth in their entirety e) those Contracts listed in Schedule 2.1 attached hereto2.1(e); (f) including all customer and vendor lists of Sellers, all files and documents required in connection with the ongoing administration and operation of the Business including, without limitation, customer information, current and historical referral lists, credit information on customers and vendors, and certain other business and financial records, files, accounts, books and documents relating to the Business; (g) the sole and exclusive use of all Permits owned, held, used, or otherwise possessed relating to the Business; (h) the exclusive use of the telephone numbers of Sellers, as applicable, and all intangible personal property rights and goodwill of Sellers relating exclusively to the Business, including, without limitation, the following (all of which being hereinafter collectively referred right to as use the “Assets”): (1) The Intangiblesname "Bulldog", including all Marks, owned by Seller and all Intellectual Property Rights associated therewith, all goodwill, licenses trade names and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictionsapplications therefor; (2i) Seller’s rights, powers all prepayments and privileges in and to prepaid expenses made for the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunderbenefit of the Business; (3j) All current samplesall sales, sample booksadvertising, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retained), marketing promotion and selling literature and materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating to the Assets; (4k) All prepaid assets of the Business (including the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security depositsall Intellectual Property; and (5l) All all other assets, rights, rights of Seller’s Claimsset-off, causes of action properties and interests used in the Business which are owned or held by Sellers, other legal rights and remedies, whether or not known as of than the Closing, relating to Seller’s ownership of the Assets and/or the Business, but excluding Claims against Buyer with respect to the transactions contemplated hereinExcluded Assets.

Assets. Subject to Section 2.2(a) Company does not own any real property. Schedule 2.4(a)(1) attached hereto contains a list of all real property leased by Company (the "Leased Premises"), Seller hereby sellstogether with copies of each of the leases (the "Leases"), transfersincluding the name of the landlord or sublandlord, conveysa description of the Leased Premises, assigns the commencement and delivers to Buyerexpiration dates of the current term, the security deposited by Company with the landlord or sublandlord, if any, and Buyer hereby purchases the monthly rental (including all base rent and acquires from Seller, all right, title and interest in and to all of Seller’s assets and rights of every nature, kind and description wheresoever located and whether or not reflected on Seller’s books and records of the Business (additional rents). Except as set forth on Schedule 2.4(a)(2), each Lease is in their entirety full force and effect and has not been assigned, modified, supplemented or amended, and neither Company nor the landlord or sublandlord under any Lease is in default under any of the Leases, and no circumstance or state of facts exists which, with the giving of notice or passage of time, or both, would permit the landlord or sublandlord under any Lease to terminate any Lease. (b) Schedule 2.1 2.4(b) attached hereto contains a list of all personal property (other than inventory and other than items with a book value of less than Ten Thousand Dollars ($10,000)) ("Personal Property") and real property improvements (including fixtures but excluding items with a book value of less than Ten Thousand Dollars ($10,000)) owned by Company. All Personal Property and real property improvements of Company are in good condition and repair and are adequate for the uses to which they are being put or would be put in the Ordinary Course of Business, and such Personal Property and real property improvements are not in need of maintenance or repair except for routine maintenance and repair and as otherwise disclosed on Schedule 2.4(b). The parties acknowledge that that certain lease with Forsxxxx XxXxxxxx xxx been called into default by the Lessor. (c) The inventory of Company is comprised of two types: (i) inventory held for sale to customers ("Class I Inventory"), which inventory is identified on Schedule 2.4(c)(i) attached hereto; and (ii) including without limitationinventory of products, the following parts and supplies held for customer support and service (all of which being hereinafter collectively referred to as the “Assets”): (1) The Intangibles, including all Marks, owned by Seller and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (2) Seller’s rights, powers and privileges in and to the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunder; (3) All current samples, sample books, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retained"Class II Inventory"), marketing materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating to the Assets; (4) All prepaid assets of the Business (including the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security deposits; and (5) All of Seller’s Claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to Seller’s ownership of the Assets and/or the Business, but excluding Claims against Buyer with respect to the transactions contemplated herein.inventory is identified on

Assets. Subject to Section 2.2At the Closing (as hereinafter defined), Seller hereby sellsSellers shall sell, transfersconvey, conveystransfer, assigns assign and delivers deliver to Buyer, and Buyer hereby purchases shall purchase and acquires acquire from SellerSellers, upon and subject to the terms and conditions of this Agreement, all right, title and interest of Sellers in and to the following, which, taken together and in the aggregate, are hereinafter referred to as the "Assets": (a) All of Sellers' fixed assets (the "Fixed Assets"), including without limitation, machinery, equipment, tools, tooling, software, computer hardware, storage media, electronic devices, designs, drawings, schematics, blueprints, patterns, furniture, fixtures, leasehold improvements, vehicles, accessories, and other personal property listed on Schedule 1.1(a) hereto, together with any replacements of or additions to these items made in the ordinary course of business before the Closing Date (as hereinafter defined). (b) All of Sellers' accounts receivable on the Closing Date (the "Accounts Receivable"), including without limitation, all of Seller’s assets the Accounts Receivable listed on Schedule 1.1(b) hereto which remain uncollected on the Closing Date. (c) All of Sellers' inventories of goods held by Sellers on the Closing Date (i) as raw materials, (ii) as work in process, (iii) for use or consumption in the production of finished goods, and rights of every nature(iv) as finished goods (the "Inventory"), kind and description wheresoever located and whether or not reflected on Seller’s books and records of the Business (as set forth in their entirety in Schedule 2.1 attached hereto) including without limitation, the following (all of which being hereinafter collectively referred to as the “Assets”):inventories listed on Schedule 1.1(c) hereto. (1d) The IntangiblesAll of Sellers' prepaid expenses such as security deposits, utilities, rent and the like (the "Prepaid Expenses"), including all Markswithout limitation, owned the prepaid expenses listed on Schedule 1.1(d) hereto. (e) All of Sellers' cash, investment in stocks, bonds and other marketable securities, except for those held by Seller one of the Sellers in another Selling entity. (f) All of Sellers' sales literature, files, records and customer lists. (g) All of Sellers' technology and intellectual property (the "Intellectual Property")listed on Schedule 1.1(g); information relating to processes and know how used or held for use in the Business; the names and assumed business names of the Sellers and all Intellectual Property Rights registrations of, goodwill associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection manufacture, sell, market and dispose of interests therein under the laws of all jurisdictions; (2) Seller’s rights, powers and privileges in and to the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunder; (3) All current samples, sample books, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retained), marketing materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise products relating to the Assets;foregoing. (4h) All prepaid assets of the Business (including the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security deposits; and (5) All of Seller’s ClaimsThose real estate leases, causes of action equipment leases, purchase contracts, sales contracts, pending catalog orders and other legal agreements of any nature whatsoever to which any Seller is a party or under which any Seller has or shall have any rights and remedies, whether or not known as of the Closing, relating to Seller’s ownership by which any Seller or any of the Assets and/or are bound (the Business"Contracts"), but excluding Claims against Buyer with respect to the transactions contemplated herein.which are listed on Schedule 1.1

Assets. Subject The Assets which are being purchased and sold pursuant to Section 2.2, Seller hereby sells, transfers, conveys, assigns and delivers to Buyer, and Buyer hereby purchases and acquires from Seller, all right, title and interest in and to this Purchase Agreement are: (a) all of Seller’s assets 's Intellectual Property or other proprietary rights, including all Business Trademarks and associated goodwill, pertaining to the Business Products other than the Excluded Assets (as defined below); (b) all of Seller's Intellectual Property necessary for developing, marketing, maintaining or licensing Business Products or for the provision of Business Services, or otherwise necessary for the operation of the Enterprise Division; (c) all of Seller's inventory of Business Products, wherever located, including raw materials, work in progress and under service contracts, finished products, products subject to right of return, and inventoriable supplies owned by Seller and used or held for use exclusively in the conduct of the business of the Enterprise Division, a summary of which and the locations of which are set forth on Schedule 2.1.1(c) (the "Inventory") and any rights of every natureSeller to the warranties received from suppliers and any related claims, kind credits, rights of recovery and description wheresoever located setoff with respect to such Inventory; (d) all of Seller's rights under Third-Party contracts, agreements, leases , purchase orders, sales orders and whether instruments that will be in effect on the Closing Date to which Seller is a party, (i) used or held for use in the conduct of the business of the Enterprise Division, (ii) for the provision of Business Services, or (iii) for the sale, licensing, or distribution of Business Products, including those identified on Schedule 2.1.1(d), and any such contracts, agreements, instruments and leases referred to in clauses (i) to (iii), inclusive, entered into between the date hereof and the Closing Date by Seller but not reflected any Licenses or rights to payment for Business Services performed by Seller prior to the Closing Date (collectively, the "Contracts"); (e) all licenses, agreements and other arrangements under which Seller has the right to use any Third Party Intellectual Property Rights used or held for use in the conduct of the business of the Enterprise Division or necessary for developing, marketing, maintaining or licensing Business Products, or for the provision of Business Services, including the licenses identified on Seller’s Schedule 2.1.1(e), but not the Nonassignable Assets (collectively, the "Licenses"); (f) certain tangible personal property used or held for use in the operation of the business of the Enterprise Division as set forth on Schedule 2.1.1(f); (g) except as set forth on Schedule 2.1.1(g), all mailing lists, customer lists, warranty information, standard forms of documents, manuals of operation or business procedures, and other similar information to the extent used or held for use in the operation of the business of the Enterprise Division; and (h) all books and records of the Business Seller (as set forth in their entirety in Schedule 2.1 attached hereto) including without limitationall contracts, the following (all commitments, reports of which being hereinafter collectively referred to as the “Assets”): (1) The Intangiblesexamination and other records and information, including all Markson discs, owned by Seller and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (2) Seller’s rights, powers and privileges in and to the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunder; (3) All current samples, sample books, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retained), marketing materials, web site content, graphics, tapes and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating to the Assets; (4) All prepaid assets of the Business (including the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security deposits; and (5) All of Seller’s Claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to Seller’s ownership of the Assets and/or the Businessdata-storing media, but excluding Claims against Buyer with respect to management information systems not used exclusively in the transactions contemplated hereinbusiness of the Enterprise Division) used or held for use in the conduct of the business of the Enterprise Division, but in all cases excluding the originals of any personnel records. (i) notwithstanding the provisions of Section 2.1.2, or any other provision of this Agreement, the Assets shall include the pending application for federal registration of NETOBJECTS COLLAGE, U.S. Trademark Application Serial No. 75/919,260.

Assets. Subject to Section 2.2the terms and conditions of this Agreement, Seller hereby sellsagrees to sell, transfersconvey, conveys, assigns transfer and delivers deliver to Buyer, Buyer and Buyer hereby purchases agrees to purchase as of Closing (as hereinafter defined) all assets, real, personal and acquires from Sellermixed, all right, title tangible and interest intangible owned or used by Seller and associated with or employed in and to all of Seller’s assets and rights of every nature, kind and description wheresoever located and whether or not reflected on Seller’s books and records the operation of the Business (as set forth in their entirety in Schedule 2.1 attached hereto) including without limitationBusiness, other than the Excluded Assets, which assets shall include the following (all of which being hereinafter collectively referred to as collectively, the “Assets”): ): (1i) The Intangiblesfee or leasehold title to the real property described in Schedule 4.14 hereto, together with all improvements, buildings and fixtures located thereon or therein (collectively, the “Real Property”); (ii) all major, minor or other equipment, furniture and furnishings, including those listed on Schedule 4.13 hereto (“Equipment Depreciation Schedule”); (iii) all supplies and inventory used in the normal course of business or required by regulation; (iv) all prepaid expenses to the extent useable by Buyer which are not refundable to Seller; (v) claims of Seller for refunds against third parties and Seller’s rights to offset amounts against claims made by third parties with respect to Assumed Liabilities, all as of the Closing Date (as hereinafter defined); (vi) all resident medical and personnel records, subject to the conditions described on Schedule 1.1 (vi) (including, without limitation, all equipment records, medical/administrative libraries, medical records, documents, catalogs, books, records, files, and current personnel records); (vii) all of the interest of Seller in all commitments, contracts, leases, and agreements outstanding in respect of the Assets which are described in Schedule 4.10 and other contracts which constitute routine supply or service contracts pursuant to which Seller expects to pay or receive less than $5,000 for any one such contract or $50,000 for all such contracts during its current fiscal year, whether or not listed on Schedule 4.10, to the extent assignable and provided that such contracts may be terminated by Seller (and, if assigned, by Buyer) upon no more than 90 days notice (collectively, the “Contracts”), including all Marks, owned by Seller capital leases and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (2) Seller’s rights, powers and privileges in and to the Contracts operating leases described in Schedule 2.1(24.10 and/or any such operating and capital leases associated with copy and facsimile machines, postage meters, dishwashers, telephone systems and other equipment listed on Schedule 4.13 hereto, (the “Assumed Capital Leases”); (viii) (“Specified Contracts”) all licenses and all Contract Rights thereunder; (3) All current samples, sample books, prototypes, patterns, archive files (including any expired license agreements permits to the extent the same are retained)assignable, marketing materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise held by Seller relating to the Assets; (4) All prepaid assets ownership, development and operations of the Assets and the Business (including any pending or approved governmental approvals regarding the pro rata portion Business); (ix) all logos, names, trade names, trademarks and service marks (or variations thereof) associated with the Assets and the Business, all of advances which are set forth on Schedule 4.7; (“Intellectual Property”) (excluding the names: Diakon Lutheran Social Ministries, Txxxxxxx Lutheran Services, The Lutheran Welfare Service of Northeastern Pennsylvania, Inc., Lutheran Services Northeast and The Lutheran Home at Topton, Pennsylvania or guaranteed minimum royalty and advertising payments credited against royalties earned after variations thereof or any Facilities name that includes the Closing Date under the Specified Contracts or payments under terminated license agreements related word “Lutheran”); (x) subject to the Marks (terms and conditions imposed by lessors and licensers, all computer software, programs owned by or licensed to Seller or used in the conduct of the Business, all of which are Assetsset forth on Schedule 4.28 hereto (“Computer Software”); (xi) Seller’s goodwill in the Business, including the fictitious names; (xii) all telephone numbers associated with payments the Business; (e.g. sell offxiii) due past Closing all certificates of need and any unpaid liquidated damages under provider agreements, to the Specified Contractsextent transferable; and (xiv) Seller’s interest in all property, real, personal and expenses other than rent escrows mixed, tangible and security deposits; and (5) All intangible, arising or acquired in the ordinary course of Seller’s ClaimsBusiness between the date hereof and Closing which are not otherwise Excluded Assets subject to Section 1.2 below. Except as set forth on Schedule 4.13, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating Seller shall convey good title to Seller’s ownership of the Assets and/or the Businessand all parts thereof to Buyer free and clear of all liens, but excluding Claims against Buyer with respect pledges, rights of first refusal, options, restrictions, encumbrances, liabilities, claims, assessments, security interests and defects in title, except as permitted or provided herein to the transactions contemplated hereincontrary.

Assets. Subject to Section 2.2and upon the terms and conditions set forth in this Agreement and the Master Restructuring Agreement, Seller hereby sellsat the Closing, transfersCreative shall sell, conveystransfer, assigns set over, convey, assign and delivers deliver to BuyerStryker, and Buyer hereby purchases Stryker shall purchase and acquires acquire from SellerCreative, all right, title and interest of Creative in and to all of Seller’s the properties, assets and rights of every nature, kind and description wheresoever located description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or not reflected on Seller’s books and records of hereinafter acquired (other than the Business (Excluded Assets) as set forth below that relate to and are used in their entirety in Schedule 2.1 attached hereto) including without limitationthe present Manufacturing Operations as the same may exist on the Closing Date (collectively, the following (all of which being hereinafter collectively referred to as the “Assets”"ASSETS"): (1a) The Intangiblesthe Leased Real Property; (b) the fixed assets and other tangible personal property that are listed on SCHEDULE 2.1(b); (c) the equipment lease agreements listed on SCHEDULE 2.1(c) hereto (the "EQUIPMENT LEASES") and all equipment subject thereto. (d) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (whether on hand, in-transit or on order) existing on the Closing Date that relate to the present Manufacturing Operations listed on SCHEDULE 2.1(d) (collectively, the "INVENTORIES"); (e) reasonable quantities of Biological Materials that are in Creative's control and that are useful in repeating the work performed by Creative during the Research Project, including but not limited to those listed on SCHEDULE 2.1(e); (f) all rights under all Contracts; (g) all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items that relate to the present Manufacturing Operations; (h) all Books and Records; (i) to the extent their transfer is permitted by law, all Governmental Approvals, including all Marks, owned by Seller and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (2) Seller’s rights, powers and privileges in and to the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunder; (3) All current samples, sample books, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retained), marketing materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating to the Assets; (4) All prepaid assets of the Business (including the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security depositsapplications therefor; and (5j) All all guarantees, warranties, indemnities and similar rights in favor of Seller’s Claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to Seller’s ownership of the Assets and/or the Business, but excluding Claims against Buyer Creative with respect to the transactions contemplated hereinAssets. Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred or otherwise conveyed to Stryker free and clear of all Liens excepting only Permitted Liens.

Assets. Subject On the terms and subject to Section 2.2the conditions set forth in this Agreement, Seller hereby sellsat the Closing (as defined herein) the Sellers shall sell, transfersassign, conveystransfer, assigns convey and delivers deliver to Buyer, and Buyer hereby purchases and acquires shall purchase from Sellerthe Sellers, all of Sellers' right, title and interest in and to all of Seller’s assets the following assets, and rights of every nature, kind and description wheresoever located and whether or not reflected on Seller’s books and records of the Business none other (as set forth in their entirety in Schedule 2.1 attached hereto) including without limitationcollectively, the following (all of which being hereinafter collectively referred to as the “Assets”"ASSETS"): (1) The Intangibles, including 1.1.1 all Marks, owned by Seller and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (2) Seller’s rights, powers and privileges in and to the Contracts described in Schedule 2.1(2) (“Specified Contracts”) trademarks, service marks, trade names, Internet domain names, service names, assumed names and other marks listed on SCHEDULE 1.1.1 attached hereto and all Contract Rights thereunder; applications and registrations with respect to any of the foregoing and all associated goodwill symbolized thereby or connected therewith (3) All current samples, sample books, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retained"MARKS"), marketing materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating to the Assets; (4) All prepaid assets of the Business (including the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date all rights under the Specified Contracts or payments under terminated license any agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security deposits; and (5) All of Seller’s Claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to Seller’s ownership of the Assets and/or the Business, but excluding Claims against Buyer with respect to the transactions contemplated hereinforegoing including without limitation those agreements listed on SCHEDULE 1.3; 1.1.2 all machinery and equipment, including all drawings, schematics and blueprints related thereto, owned by Talon and located (i) on the premises of past and present customers of Buyer or Talon or (ii) on the premises of the Sellers or any of their respective affiliates or subsidiaries to the extent such equipment is similar to the equipment located on the premises of customers; PROVIDED, HOWEVER, that any "quick service" or "assembly" equipment located on the premises of the Sellers or any of their respective affiliates or subsidiaries shall not be included in the machinery and equipment being transferred to Buyer hereunder (the "EQUIPMENT") including all rights under any agreements with respect to the foregoing; 1.1.3 all rights in and to all patent applications and issued patents owned by Talon, including but not limited to those listed on SCHEDULE 1.1.3 (the "PATENTS") and all drawings, schematics and blueprints related thereto and all rights under any agreements with respect to the foregoing; 1.1.4 all inventories of Talon zippers and Talon zipper components owned by the Sellers except for inventories listed on SCHEDULE 1.1.4 (the "INVENTORY"), including, without limitation, Inventory placed on consignment by the Sellers with Buyer or otherwise in possession of Buyer; and 1.1.5 all rights of the Sellers obtained from any third party to manufacture, distribute and/or sell zippers and zipper components, including all rights under any agreements with respect to the foregoing.

Assets. On the terms and subject to the conditions set forth in this Agreement (including Section 1.7), at the Closing, Sellers shall (and shall cause any Additional Vehicle Sellers to) grant, convey, sell, transfer, deliver and assign to Buyers, and Buyers shall purchase from Sellers, all of the right, title and interest that Sellers possess and have the right to transfer in and to the following assets, as the same shall exist on the Closing Date as contemplated by the final paragraph of this Section 1.1 (collectively, the “Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Sellers in accordance with Section 6.18): (a) The real property, improvements and fixtures owned by Sellers, and Sellers' leasehold interests in certain real property and improvements, in each case which are listed on Schedule 1.1(a) (such owned and leased assets of Sellers are referred to as the “Owned Real Property” and the “Leased Real Property,” respectively, and collectively as the “Real Property”); (b) The following tangible personal property owned or leased by Sellers as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account or Peachland/Angleton Account and listed on Schedule 1.1(b)(ii) ; (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); and (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”), all inventory of supplies, fuel, parts, shop tools, nuts, bolts, tires and maintenance accessories (collectively, the (“Inventory”) and other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 2.21.7, Seller hereby sellsthe following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (the accounts to service such customers at the locations on such routes are collectively referred to herein as the “Collection Accounts,” and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); Schedule 1.1(c)(i) (A) will be provided within 30 days of the date hereof to identify such Collection Accounts by customer number and zip code and sets forth, transferswith respect to each Collection Account, conveysthe service requirements, assigns container size and delivers standard monthly charge; and (B) will be updated within 5 Business Days prior to Buyerthe Closing Date to identify the Collection Accounts with respect to the Collection Contracts as of such date by customer name, service address, billing address, number, zip code, service requirements, container size and standard monthly charge; and (C) will be updated within 5 Business Days following the Closing Date to identify all customer information relating to the final Collection Accounts transferred as of the Closing Date, including customer name, service address, billing address, number, zip code, service requirements, container size and standard monthly charge; (ii) All Contracts and other rights to provide collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(ii) serviced by the Sellers' Peachland Hauling and Angleton Hauling divisions (the accounts to service such customers at the locations on such routes are collectively referred to herein as the “Peachland/Angleton Accounts,” and the Contracts or other rights to service the Peachland/Angleton Accounts are collectively referred to herein as the “Peachland/Angleton Contracts”); Schedule 1.1(c)(ii) (A) identifies such Peachland/Angleton Accounts by customer number and zip code and sets forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) separately identifies such accounts by type as “Residential,” “Commercial” or “Roll-Off”; and (C) will be updated within 5 Business Days prior to the Closing Date to identify the Peachland/Angleton Accounts as of such date by customer name, address, number, zip code, service requirements, container size and standard monthly charge; and (D) will be updated within 5 Business Days following the Closing Date to identify all customer information relating to the final Peachland/Angleton Accounts transferred to Buyers as of the Closing Date, including customer name, service address, billing address, number, zip code, service requirements, container size and standard monthly charge; (iii) All Contracts and other rights to provide disposal services to the active customers identified on Schedule 1.1(c)(iii) at the disposal facilities included within the Assets (the accounts to service such customers at such disposal facilities are collectively referred to herein as the “Disposal Accounts,” and the Contracts or other rights to service the Disposal Accounts are collectively referred to herein as the “Disposal Contracts”); Schedule 1.1(c)(iii) (A) identifies such Disposal Accounts by customer number, disposal volume, rate, type of waste stream and revenue as of the most recent month ended prior to the date hereof; (B) will be updated within 5 Business Days prior to the Closing Date to identify the Disposal Accounts with respect to the Disposal Contracts as of such date by customer name, billing address, number, zip code, disposal volume, rate, type of waste stream and revenue as of the most recent month ended prior to the Closing Date; and (C) will be updated within 5 Business Days following the Closing Date to identify all customer information relating to the final Disposal Accounts transferred as of the Closing Date, including customer name, billing address, number, zip code, disposal volume, rate, type of waste stream and revenue as of the most recent month ended prior to the Closing Date; (iv) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(iv) (collectively, the “Government Contracts”); (v) The landfill management and operating agreements (collectively, the “Landfill Operating Contracts”) and the transfer station loading, operating and transportation agreements (collectively, the “Transfer Station Operating and Transportation Contracts”) listed on Schedule 1.1(c)(v); (vi) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(vi) (collectively, the “Rolling Stock Leases”); (vii) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(vii) (collectively, the “Equipment Leases”); (viii) The leases relating to the Office Equipment listed on Schedule 1.1(c)(viii) (collectively, the “Office Equipment Leases”); (ix) The real property-related leases, occupancy agreements, licenses or similar agreements, and Buyer hereby purchases any amendments thereto, listed on Schedule 1.1(c)(ix) (collectively, the “Real Estate Leases”); (x) The employment agreements listed on Schedule 1.1(c)(x) (collectively, the “Employment Contracts”); and (xi) The oil and acquires gas leases, the gas purchase agreements and the royalty, service, leachate and other agreements relating to the Assets listed on Schedule 1.1(c)(xi) (together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(x), collectively, the “Assumed Contracts”). (d) All accounts receivable of Sellers arising from Sellerthe Collection Accounts, the Peachland/Angleton Accounts and the Disposal Accounts which will be listed on Schedule 1.1(d) (collectively, the “Accounts Receivable”), which schedule will be delivered by Sellers to Buyers within 5 Business Days following the Closing Date, provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Sellers related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Sellers to the extent related to any Assets (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of any Seller or any Affiliate of any Seller hired by Buyers in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Sellers or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Sellers may retain copies of (A) all Employee Records and (B) all Records transferred to Buyers pursuant to this Section 1.1(e) needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets; (f) The computer hardware of Sellers that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Sellers principally related to the Assets and listed and described on Schedule 1.1(h), which schedule will be attached by Sellers hereto at Closing (collectively, the “Prepaid Assets”); (i) All goodwill relating to the Assets; (j) All right, title and interest in and to all the dedicated telephone and fax numbers, post office boxes and telephone listings of Seller’s assets and rights of every nature, kind and description wheresoever located and whether or not reflected Sellers listed on Seller’s books and records of the Business (as set forth in their entirety in Schedule 2.1 attached hereto) including without limitation, the following (all of which being hereinafter collectively referred to as the “Assets”): (1) The Intangibles, including all Marks, owned by Seller and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (2) Seller’s rights, powers and privileges in and to the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunder; (3) All current samples, sample books, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retained1.1(j), marketing materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating to the Assets; (4) All prepaid assets of the Business (including the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security deposits; and (5k) All of Seller’s ClaimsPermits related to the ownership, causes of action and other legal rights and remediesoperation, whether management or not known as of the Closing, relating to Seller’s ownership use of the Assets and/or the Businessthat are owned by, but excluding Claims against Buyer with respect issued to, or held by or otherwise benefiting any Seller and transferable by their respective terms to any Buyer. Notwithstanding anything in this Agreement to the transactions contemplated hereincontrary, and subject to Article V and Section 6.9, Buyers agree that Sellers may acquire or dispose of (or, in the case of Collection Accounts, experience additions to or attrition of) Assets in the ordinary course of business between the date hereof and the Closing Date and that such acquisitions or dispositions (or, in the case of Collection Accounts, additions or attritions) shall not in any manner modify or limit Buyers’ obligations hereunder to purchase the Assets; provided, however, that such acquisitions, dispositions, additions or attritions shall not, individually or in the aggregate, have a Sellers’ Material Adverse Effect. Each of the Schedules provided for in this Section 1.1 shall specify the applicable Seller and Buyer for each Asset, provided that, to the extent any Registered Rolling Stock is owned other than as set forth on Schedule 1.1(b)(i), Sellers may at their option cause such Registered Rolling Stock to be sold to the applicable Buyers at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Sellers”) and the specification of a different Seller thereof on Schedule 1.1(b)(i) shall not be deemed to violate any representation, warranty or covenant in this Agreement.

Assets. Subject to Section 2.2As used herein, the “Assets” of a Seller hereby sells, transfers, conveys, assigns and delivers to Buyer, and Buyer hereby purchases and acquires from Seller, shall mean all right, title and interest of such Seller in and to all of Seller’s assets the assets, properties, goodwill and rights of every nature, kind and description wheresoever located description, real and whether personal, tangible and intangible, wherever situated, used or not reflected on Seller’s books and records of held for use in connection with the Business (as set forth in their entirety in Schedule 2.1 attached hereto) including and shall include, without limitation, the following following: (a) all Cash; (b) all accounts receivable; (c) all credits, prepayments and similar items; (d) the entire product line of which being hereinafter such Seller, including the products set forth on Schedule 2.2(d) (each a “Product Line” and collectively referred to as the “AssetsProduct Lines”):); (1e) The Intangibles, including all Marks, owned by Seller and all Intellectual Property Rights associated therewithof such Seller, all goodwillincluding the product formulations and batch records and the websites, licenses trade names, logos and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictionsmarks set forth on Schedule 2.2(e); (2f) Seller’s rights, powers and privileges in and to all Inventory of the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunderBusiness; (3g) All current samplesall packaging, sample booksmarketing, prototypespromotional and educational materials; (h) all customer lists, patternsmailing lists and price lists, archive files including those set forth on Schedule 2.5(h), and which Seller represents include all customers for the Product Line during the past two years; (i) the unfilled customer orders (or portions thereof) for items of product within the Product Line of such Seller (collectively, “Products”) set forth on Schedule 2.2(i) (collectively, the “Assumed Customer Purchase Orders”); (j) the unfilled vendor orders (or portions thereof) for components, raw material, and work-in-process inventory within the Product Line set forth on Schedule 2.2(j) (collectively, the “Assumed Vendor Purchase Orders”); (k) all Contracts set forth on Schedule 5.14 (including any expired license agreements to the extent the same are retainedNevada Lease and Oregon Lease), marketing materialsexcept for the Contracts that are also listed on Schedule 2.3(a) (together with the Assumed Customer Purchase Orders and the Assumed Vendor Purchase Orders, web site contentthe “Assumed Contracts”); (l) all computer hardware, graphicsfurniture, furnishings, vehicles, equipment, machinery and other tangible personal property set forth on Schedule 2.2(l); (m) all payment rights and other intangible assets (including goodwill) with respect to customer relationships that are not embodied in complete written Contracts (it being understood that an expired Contract shall not be deemed to be a complete written Contract for purposes of this Section 2.2(m)); (n) all security deposits; (o) all Books and Records; (p) all Permits, other than the Permits listed on Schedule 2.2(p) (the issuance of replacement Permits to Oregon Purchaser are a condition to Closing under Section 8.1(f)); (q) all causes of action, lawsuits, claims and demands of any nature available to or electronic materials embodying, displaying, incorporating, being pursued by such Person (other than intercompany receivables and other than claims against any Purchasers or otherwise relating their Affiliates) with respect to the Assets; (4r) All prepaid assets of the Business (including the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related subject to the Marks (which are Assets) with payments (e.g. sell off) due past Closing terms and conditions of this Agreement, including without limitation Section 7.6, any unpaid liquidated damages under and all of Nevada Seller’s interest in and to the Specified Contracts) and expenses other than rent escrows and security depositsNevada Property; and (5s) All of Seller’s Claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating all goodwill pertaining to Seller’s ownership of the Assets and/or the Business, but excluding Claims against Buyer with respect to the transactions contemplated herein.

Assets. Subject to Section 2.2the terms and conditions of this Agreement and in consideration of the Buyer’s assumption of the Assumed Liabilities, on the Closing (as defined herein), Seller hereby sellsshall sell, transferstransfer, conveysassign, assigns convey and delivers deliver to Buyer, and Buyer hereby purchases shall purchase, acquire and acquires accept from Seller, all of Seller’s right, title and interest in and to all of Seller’s assets and rights of every nature, kind and description wheresoever located and whether or not reflected on Seller’s books and records of the Business (as set forth in their entirety in Schedule 2.1 attached hereto) including without limitation, the following assets (all of which being hereinafter collectively referred to as collectively, the “Assets”): (1) The Intangibles2.1.1 Equipment, including all Markstrade fixtures, owned by Seller furniture, warehouse racks and all Intellectual Property Rights associated therewithrelated equipment, all goodwilloffice supplies, licenses shopping bags, receipt paper, price tags, tagging equipment, computers and sublicenses granted or obtained with respect theretorelated equipment, telephones and rights thereunderrelated equipment, remedies against infringements thereoftools, and rights to protection of interests therein under the laws of all jurisdictions; (2) Seller’s rightsparts, powers and privileges in and to the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunder; (3) All current Inventory, product samples, sample books, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retained), marketing materials, web site content, graphics, and other tangible or electronic materials embodyingpersonal property, displayinglocated at the Retail Stores (as defined below), incorporatingSeller’s headquarters office and at Seller’s warehouse facility located in Tracy, California; provided that Buyer shall have the right, by notice to Seller prior to the Closing Date, to decline items of equipment and furniture held at the headquarters office; 2.1.2 Inventory and supplies held by Seller’s third-party expeditor, Expeditors Imports, or otherwise in transit on the Closing Date; 2.1.3 The leases listed on Schedule 2.1.3 (the “Assumed Leases”) relating to the Assetsretail store locations described therein (the “Retail Stores”) and any security deposits provided to the lessors thereof; 2.1.4 The contracts listed on Schedule 2.1.4 (4) All prepaid assets the “Assumed Contracts”); 2.1.5 The sign holders, containers, shoe risers and fixtures listed on Schedule 2.1.5 (the “Additional Fixtures”); 2.1.6 Intellectual Property, archives, records and embodiments, including all product specifications, physical samples and screens (i.e., graphic designs); 2.1.7 Purchase orders placed by Seller with vendors, purchase orders received by Seller from customers, work/orders in progress, instruments, arrangements and commitments of the Business (including the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (any kind which are Assets) with payments (e.g. sell off) due past Closing transferable and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security deposits; and (5) All of Seller’s Claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating which relate to Seller’s ownership merchandise which would have constituted Inventory comprising part of the Assets and/or the Business, but excluding Claims against Buyer with respect under Section 2.1.1 or 2.1.2 if such merchandise had been received by Seller prior to the transactions contemplated herein.Closing Date; 2.1.8 The name “Peek, Aren’t You Curious” and logos and other names, marks, logos used by Seller now or in the past; 2.1.9 To the extent permitted by applicable state and federal privacy laws and Seller’s privacy policies, customer and vendor lists, and all files and documents and information, including customer account information, domain name, user names, passwords, real names, postal and email addresses, telephone and facsimile numbers relating to such customers and vendors, whether maintained electronically or in hard copy to serve Seller’s customers; 2.1.10 Advertising, sales and customer materials, forms, labels, promotional materials, manuals and supplies;

Assets. Subject to Section 2.2the terms and conditions set forth in this Agreement, Seller hereby sellsagrees to sell, transferstransfer, conveys, assigns and delivers deliver to BuyerBuyer on the Closing Date, and Buyer hereby purchases and acquires from Selleragrees to purchase on the Closing Date, all right, title of the tangible and interest intangible assets owned or held by Seller that are used or held for use in connection with the ownership and to all of Seller’s assets and rights of every nature, kind and description wheresoever located and whether or not reflected on Seller’s books and records conduct of the Business (as set forth in their entirety in Schedule 2.1 attached hereto) other than the Excluded Assets), free and clear of all Liens except for Permitted Liens, including without limitation, the following (all of which being hereinafter collectively referred to as the “Assets”):following: (1a) The IntangiblesSeller’s pxxxx cash on hand at any store location of the Business as of the Closing (which need not exceed $1,500 at any store location), including cash generated from sales on the Closing Date, and checks received for sales made on the Closing Date; (b) all Marksinventories of the Business; (c) the tangible assets listed on Schedule 4.15, other than tangible assets described on Schedule 2.2; (d) the Real Property Interests; (e) the Assumed Contracts; (f) the Assigned Licenses; (g) all Intellectual Property owned by Seller and all Intellectual Property Rights associated therewith, all goodwill, licenses used or held for use in connection with the ownership and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (2) Seller’s rights, powers and privileges in and to the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunder; (3) All current samples, sample books, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retained), marketing materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating to the Assets; (4) All prepaid assets conduct of the Business (including the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related other than trademarks to be licensed to Buyer by Seller pursuant to the Marks (which are Assets) with payments (e.g. sell off) due past Closing Marketing Agreement and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security deposits; andIntellectual Property described in Section 2.2); (5h) All all accounts receivable of Seller’s Claims, causes of action and other legal rights and remedies, whether or not known the Business as of the Closing, except for accounts receivable generated from credit card receipts for sales prior to the Closing Date (but including accounts receivable generated from credit card receipts for sales on the Closing Date); (i) all vendor chargebacks of the Business as of the Closing; (j) all causes in action or rights to causes in action of Seller relating to Seller’s ownership of the Assets and/or the Business, but excluding Claims against any of the Assets, or the liabilities assumed by Buyer with respect pursuant to Section 2.4 (other than causes in action described in Section 2.2(n)); (k) all deposits, advance payments, and prepaid expenses relating to the transactions contemplated hereinBusiness; (l) all goodwill of the Business; and (m) all books and records relating to the Business, except for the books and records described in Section 2.2(b).

Assets. Subject The assets being sold and purchased (the “Assets”) include and are limited to Section 2.2the following: a) All rights of Seller, if any, in all leasehold improvements now or hereafter located and/or owned by Seller hereby sellsat the Facilities including, transferswithout limitation, conveysall buildings, assigns and delivers to Buyerbuilding fixtures, the fuel farms, and Buyer hereby purchases and acquires from Seller, all right, title and interest related equipment described in and to all of Seller’s assets and rights of every nature, kind and description wheresoever located and whether or not reflected on Seller’s books and records Schedule 2 (the “Leasehold Improvements”) currently leased by Seller as the lessee of the Business Facilities and operator of an FBO under the: (i) LEASE AGREEMENT, dated December 15, 2009 between the City and the Seller (the “2009 Airport Agreement”); and (ii) LEASE AGREEMENT, dated January 1, 2008 between the City and Aircraft Services, Inc., as set forth assigned by Aircraft Services, Inc. to Seller and as amended by the ADDENDUM TO LEASE AGREEMENT dated December 5, 2017 between the City and Seller (the “2008 Airport Agreement”, each, an “Airport Agreement” and, collectively, the “Airport Agreements”) ; b) All furniture, fixtures, automobiles, trucks and other equipment which are owned by Seller and used in their entirety in Schedule 2.1 attached hereto) including the FBO as of the Effective Date and as of the Closing Date, including, without limitation, the following major items of furniture, fixtures, and equipment which are listed in Schedule 3 (all of which being hereinafter collectively referred to as the “AssetsEquipment”):); (1c) The Intangibles, including all Marks, All supplies and spare parts owned by Seller and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection located at the FBO as of interests therein under the laws of all jurisdictionsClosing Date (the “Supplies & Parts”); d) All work-in-progress arising out of services contracted to be performed at the FBO, which is outstanding as of the Closing Date, a complete listing of which will on the Closing Date be attached as Schedule 4 (2) Seller’s rightsthe “Work-In-Progress”), powers and privileges in and which shall not include work-in-progress completed on or prior to the Contracts Closing Date or any amounts due to Seller in connection with such work; e) The entire inventory of aviation fuels and other products held for resale owned by Seller and located at the FBO as of the Closing Date and meeting the conditions described in Section 3(g) herein, a complete listing of which will on the Closing Date be attached as Schedule 2.1(25 (the “Inventory”); f) All rights of Seller under each of the contracts relating to its operations at the FBO as of the Effective Date and as of the Closing Date, a complete listing of which is attached as Schedule 6 (the “Specified Contracts”) and all Contract Rights thereunder); (3g) All current samplesassignable permits and licenses held by Seller in connection with the operation of the FBO, sample books, prototypes, patterns, archive files a complete listing of which is attached as Schedule 7 (including any expired license agreements to the extent the same are retained“Licenses”), marketing materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise ; h) All operating records of Seller relating to the AssetsFBO, including, without limitation, supplier lists, customer lists and similar information (the “Records”); (4i) All prepaid telephone numbers used by Seller in its operation of the FBO (the “Numbers”); j) All miscellaneous tangible assets owned by the Seller that are located at the FBO and used in the operation of the FBO (the “Miscellaneous Assets”); and k) All of the goodwill of Seller from the operation of the FBO (the “Goodwill”). The Assets being purchased and sold include only those assets that are specifically identified above and will not include any other assets of Seller. Without limiting the Business foregoing, there will not be included in the Assets being purchased or sold any cash or cash equivalents or any corporate records of Seller, including, for the avoidance of doubt, tax returns of Seller (including the pro rata portion “Excluded Assets”). On the Closing Date, the Airport Agreements will be terminated by Seller; Purchaser shall enter into a new lease agreement for the Facilities with the City; the Leasehold Improvements will be transferred by means of advances or guaranteed minimum royalty a: (a) LIMITED WARRANTY DEED in a form reasonably acceptable to the Purchaser and advertising payments credited against royalties earned after Seller (the “Warranty Deed”) with respect to that certain improvement identified as the Office located at 2000 X. Xxx Xxxxxxx Xxxx pursuant to Section 1(c) of the 2009 Airport Agreement (the “Office Improvement”); and (b) QUIT CLAIM DEED attached as Exhibit A with respect to all Leasehold Improvements other than the Office Improvement (the “Quit Claim Deed” and, collectively the “DEEDS”); the Equipment, Supplies & Parts, Work-In-Progress, Inventory, Permits, Records, Numbers, Miscellaneous Assets, and Goodwill will be transferred by means of the BILL OF SALE attached as Exhibit B (the “Bill of Sale”); if any item of Equipment is evidenced by a Certificate of Title, such item will in addition be transferred by the endorsement and delivery to the Purchaser on the Closing Date under of that original Certificate; the Specified Contracts or payments under terminated license agreements related to will be assigned and delegated by means of an ASSIGNMENT AND ASSUMPTION OF CONTRACTS attached as Exhibit C (the Marks “Contracts Assignment”); and Seller will sign a NON-COMPETITION COVENANT attached as Exhibit D (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security deposits; and (5) All of Seller’s Claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to Seller’s ownership of the Assets and/or the Business, but excluding Claims against Buyer with respect to the transactions contemplated herein“Non-Competition Covenant”).

Assets. Subject to Except as otherwise expressly set forth in Section 2.21.3 hereof, the Assets shall include, without limitation, the following assets, properties and rights of Seller hereby sellsas of the Closing Date: (a) all cash, transferscash equivalents and marketable securities; (b) all accounts receivable, conveys, assigns and delivers to Buyernotes receivable, and Buyer hereby purchases receivables due from the factor under the Factoring Agreement (as defined in Section 1.3(e)); (c) all deposits, advances, prepaid expenses and acquires from credits; (d) all inventories, including finished products, work-in-process, raw materials, spare parts, stores and supplies, office supplies and other inventory items, whether or not carried on the books of Seller; (e) all machinery, equipment, business machines, computer hardware, vehicles, furniture, fixtures, tools, dies, molds, parts and other tangible property, whether or not carried on the books of Seller; (f) all right, title and interest of Seller in and to (i) all of the contracts (written or oral), agreements, leases of real or personal property or other instruments which are listed on Schedule 1.2(f) and (ii) all other written contracts or orders solely with customers or suppliers entered into in the ordinary course of business consistent with past practice that are not listed on Schedule 1.2(f) (collectively, the "Assumed Contracts"); (g) all real property, including the buildings, structures, fixtures and improvements located thereon and all licenses, permits, approvals, qualifications, easements and other rights relating thereto, including but not limited to the real property described on Schedule 1.2(g); (h) all goodwill, patents, copyrights, know-how, software, technical documentation, trade secrets, trademarks and trade names (including "New Cherokee") (and all rights thereto and applications therefor), including, without limitation, those set forth on Schedule 1.2(h); (i) all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by Seller’s assets , whether arising by way of counterclaim or otherwise; (j) all guarantees, warranties, indemnities and similar rights in favor of Seller; (k) all governmental permits, licenses or similar rights relating to the business of Seller; (l) any rights of every natureSeller to (i) those insurance policies of Seller listed on Schedule 1.2(l), kind (ii) the uncollected proceeds under any insurance policy of Seller with respect to any casualty loss occurring on or prior to the Closing Date and description wheresoever located (iii) any "stop loss" or other insurance policies (and whether proceeds thereunder) which provide indemnification or not reflected on Seller’s other coverage with respect to any of the Assets or any of the Assumed Liabilities (collectively the "Insurance Policies and Proceeds"); (m) the Bank Accounts (as defined in Section 3.23); (n) all information, files, correspondence, records, data, plans, contracts and recorded knowledge, including customer and supplier lists, employment and personnel records and all accounting or other books and records of the Business (as set forth in their entirety in Schedule 2.1 attached hereto) including without limitation, the following (all of which being hereinafter collectively referred to as the “Assets”): (1) The Intangibles, including all Marks, owned by Seller and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (2) Seller’s rights, powers and privileges in and to the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunder; (3) All current samples, sample books, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retained), marketing materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating to the Assets; (4) All prepaid assets of the Business (including the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security deposits; and (5o) All all other tangible and intangible assets of any kind or description, wherever located, that are carried on the books of Seller or which are owned by Seller’s Claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to Seller’s ownership of the Assets and/or the Business, but excluding Claims against Buyer with respect to the transactions contemplated herein.

Assets. Subject to the terms and conditions contained in this ------ Agreement, on the Closing Date (as defined in Section 2.23 below) Seller agrees to sell, Seller hereby sells, transfers, conveys, assigns assign and delivers deliver to Buyer, and Buyer hereby purchases and acquires agrees to purchase from Seller, free and clear of all right, title liens and interest encumbrances (excluding payables describe in and to all of Seller’s assets and rights of every nature, kind and description wheresoever located and whether or not reflected on Seller’s books and records of the Business (as set forth in their entirety in Schedule 2.1 attached hereto) including without limitationSection 1.2), the following items related with and limited to Seller's TiterMax product line (all of which being hereinafter collectively referred to as collectively, the “Assets”"Items"): (1i) The Intangibles, including all Marks, owned by Seller and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection All TiterMax accounts receivable as of interests therein under the laws of all jurisdictionsClosing Date; (2ii) Seller’s rightsThe Worldwide TiterMax trademark, powers and privileges in and which will be licensed to the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunderBuyer pursuant to a license agreement to be entered into at Closing, at no cost to Buyer until final note payment is made, at which time title to such trademark will pass from Seller to Buyer; (3iii) All current samples, sample books, prototypes, patterns, archive files inventory of TiterMax components (including any expired license agreements to the extent the same are retainedraw materials, less security reserved describe in Section 6(a)), marketing materialsglass, web site contentvials, graphicsstoppers, sealers, shipping boxes and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating to the Assetslabels and finished goods inventory that are owned by CytRx; (4iv) All prepaid assets of the Business (including the pro rata portion of advances or guaranteed minimum royalty TiterMax marketing and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security deposits; andpromotional materials; (5v) All TiterMax customer lists including sales data and contact information; (vi) All currently used equipment relating to Seller's TiterMax business including refrigerators, file cabinets, desks, two (2) computers, printer, facsimile machine, chairs, shelves, tables, trade show booth and TiterMax shipping equipment; (vii) All of Seller’s Claims's rights under any distributor agreements currently in effect in all territories worldwide and distributor contracts and databases used in operating the TiterMax brand; (viii) All accounts in effect with current vendors and suppliers directly related to TiterMax and to the extent they can be transferred; (ix) All historic TiterMax records of invoices, causes of action customer files and other legal rights communications, inventory production and remedies, whether or not known as of the Closing, relating to Seller’s ownership of the Assets and/or the Business, but excluding Claims against supplies; (x) Seller shall provide Buyer with respect a license exclusive to TiterMax Gold for the transactions contemplated hereinlimited use as adjuvants in laboratory animals. The license does not include any rights for research use for any other reason including DNA delivery. This license does not include a royalty-free license with any other party including Emory or BASF. (xi) Seller shall provide Buyer with a sub-license to use TiterMax Classic for the limited use as adjuvants in laboratory animals. The license does not include any rights for research use for any other reason, including DNA delivery. This license does not include a royalty-free license with any other party including Emory or BASF.

Assets. Subject On the terms and subject to Section 2.2the conditions set forth in this Agreement, at the Closing, Seller hereby sellsshall grant, transfersconvey, conveyssell, assigns transfer, deliver and delivers assign to Buyer, and Buyer hereby purchases and acquires shall purchase from Seller, all of the right, title and interest that Seller possesses and has the right to transfer in and to the following assets located in the Market (collectively, the “Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16): (a) The real property, improvements and fixtures owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”); (b) The following tangible personal property owned or leased by Seller as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All right, title and interest in and to all the dedicated telephone and fax numbers, post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned other than by Seller’s assets and rights of every nature, kind and description wheresoever located and whether or not reflected on Seller’s books and records of Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the Business entities holding title thereto (as set forth in their entirety in Schedule 2.1 attached hereto) including without limitationcollectively, the following (all of which being hereinafter collectively referred to as the “AssetsAdditional Vehicle Seller”): (1) The Intangibles, including all Marks, owned by Seller and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (2) Seller’s rights, powers and privileges in and to the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunder; (3) All current samples, sample books, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retained), marketing materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating to the Assets; (4) All prepaid assets of the Business (including the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security deposits; and (5) All of Seller’s Claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to Seller’s ownership of the Assets and/or the Business, but excluding Claims against Buyer with respect to the transactions contemplated herein.

Assets. Subject Pursuant to Section 2.2the Sale Order of the Bankruptcy Court approving the same and subject to the terms and conditions of this Agreement, the Seller hereby sellsagrees to sell, transfersconvey, conveys, assigns transfer and delivers deliver to Buyer, and the Buyer hereby purchases and acquires from Seller, at the Closing (as hereinafter defined) all right, title and interest in and to all of Seller’s assets and rights of every nature, kind and description wheresoever located and whether or not reflected on Seller’s books and records of the Business (as set forth in their entirety in Schedule 2.1 attached hereto) including without limitation, the following (all of which being hereinafter collectively referred to as the “Assets”): (1) The Intangibles, including all Marks, owned by Seller and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (2) Seller’s rights, powers and privileges in and to the Contracts described in following assets (collectively, the "Assets"), free from all claims, defaults, liens, taxes, debts and encumbrances of any kind, except the Assumed Liabilities (as hereinafter defined): (a) The equipment listed on Schedule 2.1(21.1 (a) (“Specified Contracts”) and all Contract Rights thereunder"Equipment"); (3b) All current samplesAssigned Contracts (as hereinafter defined); (c) All accounts receivable owed to the Seller as of the Closing (the "Accounts Receivable"); (d) The spare parts and any other inventory of the Business existing as of the Closing and located in the State of Colorado (the "Inventory"); (e) The intellectual property set forth in Schedule 1.1(e)(i), sample booksand the following names, prototypes"Riviera Electric Construction Co.," "Riviera Electric, patternsInc.," "Aspen Electric Co.," and "Zwart, archive files Inc. d/b/a Mountain View Electric," but Encompass xxxll retain all rights to any intellectual property owned by or licensed to Encompass or any of its affiliates other than the Seller as provided in Sections 1.8 and 1.9 hereto (including any expired license agreements rights to personal computer or mainframe software) (the extent "Intellectual Property"); (f) All customer deposits, contract/lease deposits, and escrow accounts associated with the same are retainedBusiness reflected on the balance sheet of the Seller as of the Closing; (g) All prepaid items, expenses and accruals of the Business reflected on the balance sheet of the Seller as of the Closing; (h) All books, records, manuals and other materials of the Seller or the Business, including, without limitation, all sales, customer records, lists, personnel and payroll records, accounting records, purchase records, price lists, correspondence, quality control records and all research and development files, wherever located other than the Seller's corporate minute book, stock ownership records, bank account records, including all of the Seller's stock of checks and checkbooks and tax returns) (the "Records"); (i) All licenses, marketing materialspermits, web site contentcertificates, graphicsinterim permits, permit applications, franchises, rights, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating authorizations issued to the Assets; (4) All prepaid assets of the Business (including the pro rata portion of advances or guaranteed minimum royalty Seller by any governmental authority and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related applicable to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security depositsBusiness; and (5j) All of Seller’s Claims, causes of action goodwill and other legal rights and remedies, whether or not known as going concern value of the Closing, relating to Seller’s ownership of the Assets and/or the Business, but excluding Claims against Buyer with respect to the transactions contemplated herein.

Assets. Subject Upon the terms and subject to Section 2.2the representations, ------ warranties, covenants and conditions set forth in this Agreement, at the Closing Seller hereby sellsand License Partnership shall grant, transfersconvey, conveyssell, assigns assign, transfer and delivers deliver to Buyer, and Buyer hereby purchases shall purchase, acquire, and acquires from Selleraccept all right, title and interest of: (i) License Partnership in and to the FCC Licenses, and (ii) Seller in and to all of the real property, furniture, fixtures, equipment and other tangible assets owned, leased or held by Seller on the Closing Date that are used or held for use exclusively in connection with the business and operation of the Station without regard to where located (collectively, the "Assets") for the Purchase Price (as defined below). The Assets include (to the extent not an Excluded Asset, as such term is defined below), without limitation, all: (a) fee simple ownership, leaseholds, easements and other interests of every kind and description in and to all of the real property, buildings, towers, antennae and improvements owned or leased by Seller as of the date hereof and used or held for use exclusively in connection with the Business, without regard to where located, all as set forth on Schedule 1.1(i) --------------- (the "Real Property"); (b) equipment, software, machinery, vehicles, office furniture and fixtures, transmitting tuners, transmitters, antennae, office materials and supplies, spare parts and other tangible personal property of every kind and description, owned, leased by Seller as of the date of this Agreement and used or held for use exclusively in connection with the Business, without regard to where located, including any replacements thereof and those acquired by Seller between the date of this Agreement and the Closing Date, all as set forth on Schedule 1.1(ii), and any additions, improvements, replacements and alterations ---------------- thereto made between the date of this Agreement and the Closing Date (collectively, the "Tangible Personal Property"), but excluding any Consumed Property (as defined below); (c) Contracts (which shall include all program Contracts for the Station) listed on Schedule 1.1(iii) (the "Assigned Contracts"), together with ----------------- all Contracts that will have been entered into by Seller in the ordinary course of business of the Station between the date of this Agreement and the Closing Date (which, to be included within the Assigned Contracts must be approved in advance in writing by Buyer , unless such Contract would not be required to be listed on Schedule 1.1(iii) in accordance with Section 3.6, and those Contracts ----------------- which Buyer consents to pursuant to Section 5.2. (d) technical materials and guidelines, brochures, sales literature, promotional material and other selling material of the Station, wherever situated, except such items that relate to the business and operations of Seller or License Partnership other than with respect to the Station; (e) papers, documents, instruments, books and records, files (including, without limitation, the files required to be kept by the Station pursuant to the rules and regulations of the FCC), agreements, books of account and other records by which any of the Assets might be identified or enforced or otherwise pertaining to the Assets that are located at the offices or other locations used in connection with the Assets (including, without limitation, customer invoices, customer lists, vendor and supplier lists, drafts and other documents and materials relating to customer transactions, blueprints, specifications, designs, drawings, operating and marketing plans and all other documents, tapes, discs, programs or other embodiments of information related thereto), except such items that refer to the business and operations of Seller or License Partnership other than with respect to the Station; and (f) all right, title and interest in and to all the trade names and trademarks of Seller’s assets Seller and rights of every natureLicense Partnership, kind and description wheresoever located and whether or not reflected on Seller’s books and records of the Business (as set forth in their entirety in Schedule 2.1 attached hereto) including including, without limitation, the following (all of which being hereinafter collectively referred to as the “Assets”): (1) The Intangiblesmarks "KLUZ", including all Marks"KLUZ-TV", owned by Seller "KLUZ-TV 41" or "K48AM" and any and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements variations thereof, and rights to protection of interests therein under the laws of all jurisdictions; (2) Seller’s rights, powers and privileges in and to the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunder; (3) All current samples, sample books, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retained), marketing materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating to the Assets; (4) All prepaid assets of the Business (including the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security deposits; and (5) All of Seller’s Claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to Seller’s ownership of the Assets and/or the Business, but excluding Claims against Buyer with respect to the transactions contemplated herein.

Assets. Subject Upon the terms and subject to Section 2.2the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Date, Seller hereby sellsshall sell, transfersconvey, conveysassign, assigns transfer and delivers deliver to BuyerPurchaser, and Buyer hereby purchases Purchaser shall purchase and acquires acquire from Seller, free and clear of any Liens, other than Permitted Liens, all of the right, title and interest of Seller in and to the following assets of Seller (but excluding the Excluded Assets): (a) all inventory, finished goods, raw materials, work-in-process, packaging, supplies and other inventories of Seller’s assets Seller relating to the Cord Blood Business, including that described in Schedule 1.1(a) (the “Inventory”); (b) all tooling and rights molds of every natureSeller used in the Cord Blood Business described in Schedule 1.1(b) (the “Tools and Molds”); (c) all Material Contracts, kind listed in Schedule 3.6, and description wheresoever located all outstanding customer orders received by Seller for Cord Blood Business products; (d) copies of all records and whether documents related to the Cord Blood Business FDA 510k cleared PrepaCyte CB Processing System products will be delivered to Purchaser at Closing; (e) all Intellectual Property that is licensed by Seller from BioE LLC (“BioE”) pursuant to that certain Cord Blood Technology Exclusive Sublicense Agreement, dated as of April 10, 2013 (the “BioE License”) and used in or not reflected on Seller’s necessary for the conduct of the Cord Blood Business as currently conducted; (f) to the extent they exist, copies, of all books of account, ledgers and general, financial and accounting records, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Government Entity), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, and marketing material and research files relating to the Cord Blood Business, the Intellectual Property Assets and/or the BioE License (“Books and Records”); and (g) all goodwill and the going concern value of the Business (as set forth in their entirety in Schedule 2.1 attached hereto) including without limitation, Cord Blood Business. All of the following (all of which being hereinafter collectively property and assets to be transferred to Purchaser hereunder are herein referred to collectively as the “Assets”): (1) The Intangibles.” Notwithstanding the foregoing, including all Marks, owned by Seller and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (2) Seller’s rights, powers and privileges in and to the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunder; (3) All current samples, sample books, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retained), marketing materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating to the Assets; (4) All prepaid assets transfer of the Business (including Assets pursuant to this Agreement shall not include the pro rata portion assumption of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements any Liability related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security deposits; and (5) All of Seller’s Claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating Assets unless Purchaser expressly agrees to Seller’s ownership of the Assets and/or the Business, but excluding Claims against Buyer with respect assume according to the transactions contemplated hereinterms of this Agreement.

Assets. Subject to Section 2.2, Seller hereby sells, transfers, conveys, assigns and delivers to BuyerOn the Closing Date, and Buyer hereby purchases and acquires from Sellersubject to the provisions of Section 2.1(c) below, the Purchaser will purchase or assume, as applicable, all right, title and interest in and to all of Seller’s the assets of the Company, other than the Excluded Assets, which are related to, used, necessary or useful in the conduct of the Business as the same shall exist on the Closing Date, including but not limited to (A) the accounts receivable set forth on Schedule 2.1(a)(i)(A), (B) the prepaid assets (excluding prepaid insurance) and expenses set forth on Schedule 2.1(a)(i)(B), (C) the property, equipment and other tangible personal property of the IM Division set forth on Schedule 2.1(a)(i)(C), (D) the Business Intellectual Property and other intangible assets necessary or useful in the operation of the Business set forth on Schedule 2.1(a)(i)(D) (which excludes the Intellectual Property of the BPS Division), (E) the Permits relating to the Business to the extent transferable set forth on Schedule 2.1(a)(i)(E), (F) the rights and benefits of every natureand under all of the Company's Operating Contracts of or for the IM Division, kind including work-in-process and description wheresoever located and whether or not reflected sales pipeline, set forth on Seller’s Schedule 2.1(a)(i)(F), (G) the documents, books and records (financial or otherwise) which are not Excluded Assets and which relate to the Business, whether in tangible or intangible form, including ledgers, files, correspondence, lists, human resource policies, procedures manuals and the like, creative materials, advertising and promotional materials, studies, reports and other printed, written or electronic materials, (H) all sales, promotion, advertising, and marketing materials of whatever form or nature owned or licensed by the Company relating to the Business or the Assets, (I) all goodwill associated with the IM Division of the Business Company and all other rights, properties, and assets of any kind or character whatsoever which are owned by the Company which are not "Excluded Assets," (as set forth J) the corporate names "Teltech," "Teltech Resources" or a similar interaction of the use of the word "Teltech," (K) the internet names and addresses "Xxxxxxx.xxx" and "Xxxxxx.xxx," and (L) employee records of the Hired Active Employees, if such employees provide written consent for the transfer of such records in their entirety in Schedule 2.1 attached hereto) including without limitationaccordance with Applicable Law (collectively, the following ("Assets"), together with all of which being hereinafter collectively referred to as the “Assets”): (1) The Intangibles, including all Marks, owned by Seller and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (2) Seller’s Company's rights, powers and privileges in and to claims or causes of action of the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunder; (3) All current samplesCompany of whatever nature, sample books, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retained), marketing materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporatingcontingent, or otherwise against Third Parties specifically and solely relating to the Assets; (4) All prepaid assets of Assets or the Business (including the pro rata portion arising out of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after transactions occurring prior to the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security deposits; and (5) All of Seller’s Claims, causes of action and other legal rights and remedies, whether or not known Date. The foregoing Schedules shall be delivered as of the Closing, relating to Seller’s ownership date of the Assets and/or the Business, this Agreement and shall be updated (but excluding Claims against Buyer with respect not subject to the transactions contemplated hereinSupplementation provisions of Section 13.21 hereof) to and delivered by the Company on the Closing Date.

Assets. Subject to Section 2.2the terms and conditions set forth in this Agreement, Seller hereby sellsshall at the Closing sell, transferstransfer, conveysconvey, assigns assign and delivers deliver to BuyerBuyer free and clear of all Liens, and Buyer hereby purchases shall at the Closing purchase and acquires accept from Seller, all of Seller's right, title and interest in and to all of Seller’s assets and rights of every naturethose assets, kind and description wheresoever located and whether tangible or not reflected on Seller’s books and records of the Business (as intangible, specifically set forth in their entirety in Schedule 2.1 attached hereto) including without limitation, below (the following (all of which being hereinafter collectively referred to as the “"Assets”"): (1a) The Intangiblesall trademarks, including all Markstrade names, owned by Seller and all Intellectual Property Rights associated therewithcopyrights, all goodwillrecipes, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (2) Seller’s rights, powers and privileges in and to the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunder; (3) All current samples, sample books, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retained)logos, marketing materials, web site contentdesigns used exclusively with the Branded Products (including all trade dress and packaging artwork and logos presently, graphicsor within five (5) years from the date of Closing, used in promoting the Brands and the physical plates or screens used to make, manufacture or press the same), confidential and proprietary information and other intellectual property (regardless of whether registered with any Governmental Authority) exclusively used in connection with the Branded Products, including those set forth on Schedule 2.1(a), and other tangible all goodwill associated with each of the foregoing (the "Intellectual Property"); (b) all lists of current and past customers of the Branded Products for two years prior to the Closing, which list shall include the business address and shipping address for such customers (the "Customer Lists"); (c) all agreements, contracts, contract rights, understandings, commitments and arrangements of Seller (regardless of whether prepaid) related exclusively to the Branded Products, whether oral or electronic materials embodyingwritten (the "Contracts"), displayingincluding (i) the material Contracts identified or summarized on Schedule 2.1(c); (ii) any and all material purchase orders delivered to suppliers, incorporatingidentified or summarized on Schedule 2.1(c), for which the goods or services being purchased by Seller relate exclusively to the Branded Products and are delivered to Buyer after Closing; (iii) any and all material open customer purchase orders taken in the Ordinary Course of Business that have not been fulfilled and paid for as of the Closing Date identified or summarized on Schedule 2.1(c); (iv) material customer and shelf space contracts (regardless of whether pre-paid) identified or summarized on Schedule 2.1(c); and (v) material supplier contracts identified or summarized on Schedule 2.1(c). A Contract will be deemed material if the Contract is for the purchase or sale of goods or services, or otherwise relating to the Assetscreates an obligation or liability, in an aggregate amount of more than $25,000.00; (4d) All prepaid assets all of Seller's rights to all of Seller's Uniform Product Codes exclusively used for the Business Branded Products (the "UPC Codes"), including those listed on Schedule 2.1 (d) (collectively, the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security deposits"Other Intangible Rights"); and (5e) All of Seller’s Claimsall Branded Product inventories (the "Inventory") located at Buyer's Excelsior Springs, causes of action Missouri plant or any other location owned or controlled by Buyer, and other legal rights determined by Buyer in its reasonable judgment to be within date, merchantable and remedies, whether or not known as of suitable for human consumption (the Closing, relating to Seller’s ownership of the Assets and/or the Business, but excluding Claims against Buyer with respect to the transactions contemplated herein"Selected Inventory").

Assets. Subject to Section 2.2At the Closing, Seller hereby sellsSellers shall sell, transferstransfer, conveysconvey, assigns assign and delivers deliver to Buyer, and Buyer hereby purchases shall purchase and acquires acquire from SellerSellers, all right, title and interest in and to all the following assets of Seller’s assets Sellers related to the Business, and rights of every nature, kind and description with respect to such assets, wheresoever located and whether or not reflected on Seller’s the books and records of the Business (as set forth in their entirety in Schedule 2.1 attached hereto) including without limitation, the following Sellers (all of which being hereinafter collectively referred to as the “Assets”): (1a) The Intangibles, including all Marks, All Intangibles owned by Seller Sellers (except as listed on Schedule 2.1(a)) and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (2b) Seller’s All of Sellers’ rights, powers and privileges in and to the Contracts described in on Schedule 2.1(22.1(b) (the “Specified Contracts”) and all Contract Rights thereunder; (3c) All current historical samples, sample books, prototypes, patterns, archive files (including any expired license agreements or other similar items used in or related to the extent the same Business that are retainednot Intangibles or Excluded Assets (defined below), marketing materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating to the Assets; (4d) All prepaid assets of the Business (including the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned (including any amounts received or receivable pursuant to the Wal-Mart Agreement (the “Wal-Mart Payment Amounts”)) relating to periods after the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past post-Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security deposits; and (5e) All of Seller’s ClaimsSellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to Seller’s Sellers’ ownership of the Assets and/or the BusinessAssets, but excluding Claims claims against Buyer with respect to the transactions contemplated herein.

Assets. Subject to Section 2.2and upon the terms and conditions set forth in this Agreement, at the Closing, the Seller hereby sellswill sell, transferstransfer, conveysconvey and assign to the Buyer Parties, assigns and delivers to as directed by Buyer, and the Buyer hereby purchases and acquires Parties will purchase or acquire from the Seller, all right, title and interest of the Seller in and to all of Seller’s the properties, assets and rights of every nature, kind and description wheresoever located description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or not reflected on Seller’s books and records of hereinafter acquired (other than the Business (Excluded Assets) primarily relating to or used or held for use in connection with the Pet Treat Business, including the Owned Real Property legal described as set forth in their entirety in on Schedule 2.1 attached hereto) including without limitation1.1 and the physical assets located at the Manufacturing Location, as the following same may exist on the Closing Date, (all of which being hereinafter collectively referred to as collectively, the “Assets”):), including without limitation all those items in the following categories that conform to the definition of the term “Assets”: (1a) The Intangiblesall machinery, equipment, furniture, furnishings, automobiles, trucks, vehicles, tools, dies, molds and parts and similar property (including, but not limited to, any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other Person) located at the Manufacturing Location, including but not limited to as identified on Schedule 1.1 (a); (b) all Marksinventories of raw materials, owned by work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies used in the Pet Treat Business and those spare parts, replacement and component parts and tools related to the Manufacturing Location (collectively, the “Inventories”), including Inventories previously purchased and in transit to Seller at the Manufacturing Location; (c) all rights (including but not limited to any and all Intellectual Property Rights associated therewithrights) in and to the products sold and the formulas used in the Pet Treat Business; (d) all of the rights of the Seller under all contracts, arrangements, licenses, leases and other agreements set forth on Schedule 1.1(d) (the “Assumed Contracts”); (e) all goodwillcredits, licenses prepaid expenses, deferred charges, advance payments, security deposits and sublicenses granted or obtained with respect theretoprepaid items related to the Pet Treat Business; (f) all Intellectual Property, including but not limited to the Intellectual Property listed on Schedule 3.1.19 (a), and all rights thereunderthere under or in respect thereof primarily relating to or used or held for use in connection with the Pet Treat Business, including, but not limited to, rights to xxx for and remedies against past, present and future infringements thereof, and rights to of priority and protection of interests therein under the laws of any jurisdiction worldwide and all jurisdictionstangible embodiments thereof (together with all Intellectual Property rights included in the other clauses of this Section 1.1, the “Intellectual Property Assets”); provide, however, the Seller shall not transfer the Trademarks; (2g) all books, records, manuals and other materials (in any form or medium), including, without limitation, all records and materials maintained at the headquarters of Seller’s rights, powers advertising matter, catalogues, price lists, correspondence, mailing lists, lists of customers, distribution lists, photographs, production data, sales and privileges in promotional materials and records, purchasing materials and records, personnel records, manufacturing and quality control records and procedures, blueprints, research and development files, records, data and laboratory books, Intellectual Property disclosures, media materials and plates, accounting records, sales order files and litigation files related to the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunderPet Treat Business; (3h) All current samples, sample books, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retained)their transfer is permitted by law, marketing materialsall Governmental Approvals, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating including all applications therefore related to the Assetsoperation of the i) Pet Treat Business or the ii) the Manufacturing Location, including but not limited to those identified on Schedule 1.1 (h); (4i) All prepaid assets all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Business (including the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related Seller with respect to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and Pet Treat Business or the ownership, use, function or value of any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security depositsAsset, whether arising by way of counterclaim or otherwise; and (5k) All all guarantees, warranties, indemnities and similar rights in favor of Seller’s Claimsthe Seller with respect to any Asset. Subject to the terms and conditions hereof, causes of action and other legal rights and remedies, whether or not known as of at the Closing, relating to Seller’s ownership of the Assets and/or the Business, but excluding Claims against Buyer with respect shall be transferred or otherwise conveyed to the transactions contemplated hereinBuyer Parties, as directed by the Buyer, free and clear of all liabilities, obligations, liens and encumbrances excepting only Assumed Liabilities and Permitted Liens.

Assets. Subject (a) Upon the terms and subject to Section 2.2the conditions set forth herein and in the Ancillary Deliveries, at the Closing, the Seller hereby sellsshall sell, transfersconvey, conveysassign, assigns transfer and delivers deliver to Buyerthe Purchaser, and Buyer hereby purchases the Purchaser shall purchase, acquire and acquires accept from the Seller, all of the Seller’s right, title and interest in, to and under all properties, assets, rights and entitlements relating to the Transferred Business, including but not limited to the following (but in all cases excluding the Overhead and Shared Services and the Excluded Assets) (collectively, the “Assets”), free and clear of all Encumbrances (other than Permitted Encumbrances): (i) the Owned Real Property identified in Schedule 1.01(a)(i) hereto; (ii) the Leased Real Property identified in Schedule 1.01(a)(ii) hereto; (iii) any reserves of aggregates, limestone, shale, clay or other raw materials that are located at the Quarry; (iv) all Tangible Personal Property owned by the Seller and used, or held for use, in the Transferred Business, including all warranties, rights and interests in the Tangible Personal Property identified in Schedule 1.01(a)(iv) hereto; (v) all Tangible Personal Property leased by the Seller and used, or held for use, in the Transferred Business and under the Leases pursuant to which such Tangible Personal Property is held, including all rights and interests in such Tangible Personal Property and under the Leases identified in Schedule 1.01(a)(v) hereto; (vi) any Inventory which has not been sold or otherwise disposed of by the Seller in the Ordinary Course of Business as of the close of business on the date immediately preceding the Closing Date (the “Acquired Inventory”); (vii) any Receivables arising in connection with the Transferred Business from and after the Closing; (viii) to the extent not otherwise covered by this Section 1.01, the Acquired Contracts; (ix) subject to the requirements of Section 5.07, any prepaid rentals, advance payments, deposits, advances and other prepaid items, including prepaid rent, purchase price and deposits with lessors, suppliers and utilities, in each case relating to the Assets or the Transferred Business; (x) the Permits relating to the Transferred Business or the ownership, possession, occupancy or use of the Assets or the Facilities, which are identified in Schedule 1.01(a)(x) hereto, as such Schedule may be updated following the date hereof, but excluding the Permits that are a part of the Excluded Assets; (xi) all books and records of the Seller existing as of the Closing Date arising out of or relating to the Transferred Business (“Books and Records”), including (A) Acquired Contracts and Leases to be assigned to the Purchaser hereunder, and, to the extent arising out of or relating to the Transferred Business, (B) books and records of account and other financial records, (C) catalogues, brochures, advertising materials, forms of purchase orders, sales orders and invoices and similar sales or marketing materials, (D) price lists, supplier lists and correspondence, mailing lists, credit records and correspondence and similar lists and correspondence, (E) manuals, data, records and information pertaining to materials, operations, research, development, maintenance and similar matters, (F) records or lists pertaining to supply, production, distribution, transportation, administration and similar matters and (G) engineering reports and studies, environmental reports and studies and other reports, studies or documents relating to any Real Property included in the Assets, in each case other than any Excluded Books and Records; provided, however, that to the extent that any portions of such books or records arise out of or relate to both the Transferred Business and any other business of the Seller and/or its Affiliates, such portions relating to any other business of the Seller and/or its Affiliates may be redacted and copies of such redacted portions may be retained by the Seller; (xii) all Claims (whether contingent or absolute, matured or unmatured and whether in tort, contract or otherwise) against any Person to the extent that they relate to the Assets or Transferred Business, including warranty rights, indemnification rights, Liens, judgments, causes of action and rights of recovery; provided, however, that the Seller and its Affiliates shall retain, and the Purchaser shall have no right in respect of, any such Claims against any Person to the extent that they relate to the Excluded Assets or Retained Liabilities; (xiii) all warranties and guarantees relating to any of the Assets, except to the extent that they relate to the Excluded Assets or Retained Liabilities; (xiv) the Loading, Transportation and Distribution Assets identified in Schedule 1.01(a)(xiv) hereto; and (xv) all rights and interests in the Contracts identified in Schedule 1.01(a)(xv) (the “ABB Licenses”). (b) The parties agree that all property, assets, rights and entitlements of the Seller and its Affiliates not relating to the Transferred Business (the “Excluded Assets”) shall remain the property of the Seller and its Affiliates and shall not be acquired by the Purchaser under the terms of this Agreement, it being understood that, notwithstanding anything to the contrary in this Agreement, the Excluded Assets include the following properties, assets, rights, and entitlements of the Seller and its Affiliates: (i) all cash and cash equivalents of the Seller and its Affiliates; (ii) all right, title and interest in owned real property other than the Owned Real Property identified in Schedule 1.01(a)(i); (iii) all right, title and interest in leased real property other than the Leased Real Property identified in Schedule 1.01(a)(ii); (iv) all right, title and interest in and to any Inventory and other working capital other than the Acquired Inventory; (v) any Receivables arising in connection with the Transferred Business prior to the Closing; (vi) all rights and interests in any Contracts other than Acquired Contracts, including the Contracts identified in Schedule 1.01(b)(vi) hereto; (vii) all right, title and interest in and to any Intellectual Property owned by the Seller and its Affiliates, including for the avoidance of Seller’s assets doubt all right, title and interest in and to the Seller Marks, together with all goodwill associated therewith, and all rights of every naturethe Seller and its Affiliates to xxx for and receive damages or other relief in respect of any past, kind present or future infringement, misappropriation or other violation of any Intellectual Property, including the Intellectual Property identified in Schedule 1.01(b)(vii) hereto (collectively, the “Excluded Intellectual Property”); (viii) all rights and description wheresoever located interests in any Contract between the Seller and/or its Affiliates and whether a third party that includes a grant (including by means of a covenant not to xxx, nonassert, release or immunity from suit) of any license or right to use or exploit any Intellectual Property, but excluding the ABB Licenses (the “Intellectual Property Licenses”); (ix) all rights and interests under any insurance policies, except to the extent provided in Section 5.05; (x) all rights and interests in (A) the Permits identified in Schedule 3.13(b)(ii) hereto relating to the Transferred Business that are not reflected on Seller’s transferable or assignable under applicable Law or Order and (B) any other Permits of the Seller and its Affiliates not relating to the Transferred Business; (xi) all books and records of the Business Seller and its Affiliates (as set forth other than the Books and Records), including (A) minute books, capital stock ledgers and similar corporate records of the Seller and its Affiliates, (B) correspondence and documents prepared by the Seller or any of its Affiliates for internal evaluation purposes or related to any third-party bid to purchase the properties and assets relating to the Transferred Business, other than the Books and Records and (C) any information contained in their entirety in Schedule 2.1 attached hereto) including without limitationthe Books and Records, the following (all disclosure of which being hereinafter collectively referred would jeopardize any attorney-client or other legal privilege available to as the Seller or any of its Affiliates or contravene any applicable Law or Order (collectively, the “AssetsExcluded Books and Records”): (1) The Intangibles, including all Marks, owned by Seller and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions); (2xii) Seller’s rightsall Contracts between the Seller and/or any of its Affiliates and any third party that have been consummated on a worldwide, powers and privileges in and to national or regional basis or that otherwise include or are used by business units or operations other than the Contracts described in Schedule 2.1(2) Transferred Business (the “Specified National Contracts”) and all Contract Rights thereunder); (3xiii) All current samplesall Customer Contracts other than Transferred Customer Contracts; (xiv) all Overhead and Shared Services; (xv) all the rights of the Seller under this Agreement and the other Ancillary Documents; (xvi) all Tax credits in lieu of refunds, sample booksdeposits, prototypesadvance payments, patternsprepayments, archive files (including refunds or any expired license agreements similar Tax items or attributes to the extent the same are retained), marketing materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating to the AssetsExcluded Assets or allocated to the Seller under Section 5.06; (4xvii) All prepaid assets of the Business (including the pro rata portion of advances or guaranteed minimum royalty all rights and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements interests related to the Marks Benefit Plans; (which are Assetsxviii) with payments (e.g. sell off) due past Closing all rights and any unpaid liquidated damages under Claims of the Specified Contracts) Seller and expenses other than rent escrows and security depositsits Affiliates to the extent that they relate to the Excluded Assets or Retained Liabilities; and (5xix) All of Seller’s Claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to Seller’s ownership of the Assets and/or the Business, but excluding Claims against Buyer with respect to the transactions contemplated hereinall assets listed on Schedule 1.01(b)(xix).

Assets. Subject to Section 2.2and upon the terms and conditions set forth ------ in this Agreement, at the Closing, Seller hereby sellsshall sell, transferstransfer, conveysset over, assigns convey, assign and delivers deliver to Buyer, and Buyer hereby purchases shall purchase and acquires acquire from Seller, all right, title and interest of Seller in and to all of Seller’s 's assets and rights of every nature, kind and description wheresoever located and whether or not reflected on Seller’s books and records of relating to the Business other than the Excluded Assets, as the same may exist on the Closing Date (as set forth in their entirety in Schedule 2.1 attached hereto) including collectively, the "Assets"), including, without limitation, the following (all of which being hereinafter collectively referred to as the “Assets”):assets and rights: (1a) The Intangiblesall accounts receivable, notes and drafts owing to Seller relating to the conduct of the Business ("Accounts Receivable"); (b) all furniture, fixtures, machinery, equipment and other tangible personal property (including work stations and data processing equipment) relating to or used in the Business (collectively, the "FF&E"); (c) all inventories of office and other supplies, spare parts and replacement and component parts related to the Business, whether on hand, in-transit or on order (collectively, the "Other Inventories"); (d) all rights in Intellectual Property used in the Business (including all Names and Logos incorporating "XMLSWeb" or any similar Name or Logo, alone or in any combination of words, and any combination, variation or derivation of any such Name or Logo or the domain name "XXXXXxx.xxx."), and the goodwill represented thereby and pertaining thereto; (e) all rights under the Contracts specifically listed on Schedule 2.1(e) by Buyer, in its sole discretion, prior to the Closing (the "Assumed Contracts") and no other Contracts or agreements of Seller; (f) all Books and Records, except as provided in Section 2.2(a); (g) all Governmental Approvals, including all Marksapplications therefor, owned by Seller and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictionsextent transferrable; (2h) Seller’s rightsall rights to causes of action, powers lawsuits, claims and privileges in and demands of any nature available to or being pursued by Seller with respect to the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunder; (3) All current samples, sample books, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retained), marketing materials, web site content, graphics, and other tangible Business or electronic materials embodying, displaying, incorporating, or otherwise relating to the Assets; (4i) All prepaid assets all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Business (including or the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security deposits; and (5j) All of Seller’s Claims, causes of action all computer hardware and other legal rights and remedies, whether or not known as of the Closing, relating to Seller’s ownership of the Assets and/or software used in the Business, but excluding Claims against Buyer with respect to the transactions contemplated hereinincluding all rights under licenses and other Intellectual Property, instruments or agreements relating thereto.

Assets. Subject to Section 2.2, Seller hereby sells, transfers, conveys, assigns All assets and delivers to Buyer, and Buyer hereby purchases and acquires from Seller, all right, title and interest in and to all of Seller’s assets properties and rights of every naturethe Seller including but not limited to (a) office equipment, kind machinery, apparatus, and description wheresoever located and whether or not reflected on Seller’s books and records of the Business furniture; (as set forth in their entirety in Schedule 2.1 attached heretob) including without limitation, the following (all of which being hereinafter collectively referred to as the “Assets”): (1) The Intangibles, including all Marks, owned by Seller and all Intellectual Property Rights associated therewith, all goodwillpermits, licenses and sublicenses granted other rights under federal, state or obtained with respect theretolocal laws relating to the Assets and the Seller; (c) all intangible assets including, trademarks, trade names, technology, know-how, data, copyrights, assumed names, service marks, telephone numbers, post office box addresses, licenses, covenants by others not to compete, rights and rights thereunder, remedies against infringements thereof, privileges used in the conduct of the Seller and rights to protection recover from infringement thereon, whether express or implied; (d) goodwill and going concern value of interests therein the Seller; (e) all rights in, to and under contracts and agreements, including privileges, deposits, claims, causes of actions and options pertaining thereto; (f) all computers, programs and office supplies; (g) all orders; (h) all accounts receivable and other rights of the laws Seller to payment for goods sold or for services rendered, together with all documents representing the foregoing; (i) all of all jurisdictions; the books, records, papers and documents, including diagrams, accounting and financial records, advertising materials, mailing lists, credit reports, sales records and customer lists and other customer data and supplier; (2j) Seller’s rightsprepaid expenses; (k), powers cash and privileges cash equivalents in and to the Contracts described in Schedule 2.1(2) minimum amount of Twenty Thousand Dollars (“Specified Contracts”$20,000) and all Contract Rights thereunder; other current assets on hand as of the Closing Date; (3l) All current samples, sample books, prototypes, patterns, archive files (including any expired license agreements all Seller's rights to the extent the same are retained)name, marketing materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating to the Assets; (4) All prepaid assets of the Business (including the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing "WebWay" and any unpaid liquidated damages under variations or similar names used in the Specified ContractsBusiness; (m) and expenses other than rent escrows and security deposits; and (5) All of Seller’s Claimsall rights, privileges, claims, causes of action and options relating or pertaining to the Business or the Assets; (n) the TV Data Receivable, if the same is not paid in full prior to the Closing and (o) all other legal rights and remediesadditional privileges, whether or not known as rights, interest, properties and assets of the ClosingSeller of every kind and description and wherever located that are used or intended for use in connection with, relating or that are necessary to Seller’s ownership the continued conduct of the Assets and/or Business as presently being conducted, by the Business, but excluding Claims against Buyer with respect to the transactions contemplated hereinSeller.

Assets. Subject to Section 2.2, Seller hereby sells, assigns, transfers, conveys, assigns conveys and delivers to BuyerPurchaser, and Buyer Purchaser hereby purchases purchases, acquires and acquires accepts from Seller, all right, title and interest in and to all of Seller’s assets right, title, and interest in, to and under all of the assets, properties and rights of every nature, kind and description wheresoever located and whether nature (other than the Excluded Assets, as defined below) that relate to, are used or not reflected on Seller’s books and records held for use in connection with the research, development, registration, commercialization, or any other use or exploitation of the Business Product, including under the Merck License Agreement (the “Business”) (except those assets that are defined in Section 1.2 as set forth in their entirety in Schedule 2.1 attached hereto) including without limitation, Excluded Assets). All of the following (all of which being hereinafter Assets sold and purchased hereunder are collectively referred to as the “Assets”):” and individually referred to as an “Asset.” The Assets include, without limitation, all of the following: (1a) The Intangiblesall raw materials or ingredients for, components of, works in progress of, firm orders for, inventory in transit of, and inventory of Product or the Business, including clinical supply, whether held by Seller, Merck or any Person on behalf of Seller (collectively, “Inventory”); (b) all Intellectual Property that is related to the Product or the Business (the “Intellectual Property Assets”), including any patents and patent applications licensed to Seller under any Assigned Contracts as set forth on Schedule 1.1(b)(1) (the “Seller-Licensed Intellectual Property Assets”) and any patents and patent applications owned by Seller as set forth on Schedule 1.1(b)(2) (the “Seller-Owned Intellectual Property Assets”); (c) all goodwill of the Seller associated with the Business; (d) all Contracts set forth on Schedule 1.1(d) (the “Assigned Contracts”); (e) all rights, remedies, defenses, claims, rights to offset, and causes of action against customers, suppliers, insurers or any other Person, whether known or unknown, relating to or arising from the Business, Assets or any Assumed Liability (as defined below), whether arising before, on or after the Closing Date, and all rights to enforce any assignment of, license to, or confidentiality covenant with respect to, any Intellectual Property Asset; (f) all books and records of Seller that directly relate to the Business, including all Marksclinical and preclinical reports, owned by Seller laboratory notebooks, copies of all supplier lists, marketing studies, consultant reports, physician databases, and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained correspondence with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (2) Seller’s rights, powers and privileges in and to the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunder; (3) All current samples, sample books, prototypes, patterns, archive files (including any expired license agreements Product to the extent the same are retainedmaintained by Sellers, all reports to and correspondence with any Regulatory Authority, exception reports and investigations, specifications for raw materials and Regulatory Authority communication thereon, including communication relating to manufacturing or packaging with any of Regulatory Authority (as defined in Section 4.13(a)), marketing materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporatingvendors, or otherwise relating suppliers and all complaint files and adverse event files with respect to the Assets; (4) All prepaid assets of the Business (including the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security depositsProduct; and (5g) All all permits, authorizations, approvals, clearances, registrations, certificates, or similar rights obtained or required to be obtained from any Governmental Entity in connection with the operation of Seller’s Claimsthe Business, causes including (i) approvals, clearances or registrations which have been received by the Sellers and their Affiliates, for the investigation, clinical testing, sale, distribution and/or marketing of action Product, and any applications therefor (including any NDAs and INDs and including all Orphan Drug Designations) and (ii) all dossiers, reports, data and other legal rights written materials filed as part of such approvals, registrations, or applications, or maintained by the Sellers and remediestheir Affiliates and relating to such approvals or registrations ((i) and (ii) together, whether or the “Product Registrations”). Seller has made a good faith attempt to list all of the Assets in the schedules provide in Section 1.1; provided, however, notwithstanding the foregoing, any failure to list an Asset thereon shall not known as of mean that such item is not an Asset purchased by Purchaser hereunder. At the Closing, relating to Seller’s ownership of the Assets and/or the Businessshall be directly conveyed, but excluding Claims against Buyer with respect transferred, assigned and delivered by Seller to the transactions contemplated hereinPurchaser, free and clear of all Encumbrances.

Assets. Subject to Section 2.2the terms and conditions set forth in this Agreement, the Seller agrees to and does hereby sellssell, transfersconvey, conveystransfer, assigns assign and delivers deliver to the Buyer, and the Buyer agrees to and does hereby purchases and acquires purchase from the Seller, all rightof the assets of the Seller used in the conduct and operation of its Business (hereinafter referred to as the "Assets"), title which Assets shall include, but not limited to, the following items: 1.1 The vehicles, machinery, equipment, tools, office furniture, fixtures and interest other personal property owned by Seller and used by Seller in and to all connection with the operation of Seller’s assets and rights of every nature, kind and description wheresoever located and whether or not reflected on Seller’s books and records of the Business ('s business as set forth in their entirety in Schedule 2.1 Exhibit "A" attached hereto) including without limitation, the following hereto (all of which being hereinafter collectively referred to as the “Assets”):"Equipment") for One Hundred Thirty-four Thousand Nine Hundred ($134,900.00) Dollars, as provided in said Exhibit "A"; 1.2 All inventories of raw materials, work in process, finished goods and other goods and supplies held for sale to customers in its ordinary course of business as exist on the date of the Closing (hereinafter collectively referred to as the "Inventory"); Inventory will be valued at current market prices at the time of Closing. Any Inventory for which there is, based on historical usage, more than a one (1) The Intangiblesyear supply on hand, including all Marks, will be paid for by Buyer as used; 1.3 All licenses and permits owned by the Seller and all Intellectual Property Rights associated therewith, all goodwill, licenses used in the Business as and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (2) Seller’s rights, powers and privileges in and to the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunder; (3) All current samples, sample books, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retainedmay be transferred by the Seller to the Buyer (the "Permits"); 1.4 All telephone numbers, marketing materialsall names, web site contenttrademarks, graphicstradenames, logos and other tangible service marks now or electronic materials embodying, displaying, incorporatingformerly used by the Seller in connection with the Business, or otherwise relating to any aspect thereof, including without limitation, "Whaling City Iron" and "Car-Bon", all web pages and web addresses, domain names, logo designs and the Assets; (4) All prepaid assets goodwill of the Business (including collectively, the pro rata portion of advances or guaranteed minimum royalty "Intangible Property"). 1.5 All customer and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security deposits; and (5) All vendor lists of Seller’s Claims's Business. 1.6 All supplies including shipping and packing and all office stationary, causes forms and related supplies (the "Supplies"). Additionally, Buyer will obtain all outstanding customer quotations and proposals, unfilled and open customer orders, accounting and computer files, and general business records. Buyer will assume responsibility for all outstanding customer quotations and proposals and all unfilled and open customer orders. 1.7 Accounts receivable with collectability guaranteed by Seller. Accounts receivable in litigation, in dispute, or where there is a low probability of action collection will not be purchased. Accounts receivable will be based on their book value at Closing calculated in accordance with generally accepted accounting principals (GAAP), and other legal rights will increase or decrease over the amount allocated to accounts receivable as set forth in Exhibit "B" attached hereto. Ninety (90) day plus day receivables, plus retainage, will be paid by Buyer as monies are collected from customers. The Assets do not include (i) any cash, cash equivalents, bank accounts and remediesdeposits, whether prepaid expenses, and (ii) accounts receivable of Seller in litigation, in dispute, or not known as where there is a low probability of the Closing, relating to Seller’s ownership of the Assets and/or the Business, but excluding Claims against Buyer with respect to the transactions contemplated hereincollection.

Assets. Subject to Section 2.2the terms and conditions set forth in this Agreement, Seller hereby sellsshall at the Closing sell, transferstransfer, conveysconvey, assigns and delivers assign to Buyer free and clear of all Liens (other than those Liens arising as a result of any act or omission of Buyer), and Buyer hereby purchases shall at the Closing purchase and acquires accept from Seller all of Seller, all 's right, title and interest in and to all of Seller’s 's assets and rights of every naturewhether tangible or intangible, kind and description wheresoever located and whether or not reflected on Seller’s books and records of exclusively used in the Business (as set forth in their entirety in Schedule 2.1 attached hereto) the "Assets"), including without limitation, the following (all of which being hereinafter collectively referred to as the “Assets”):following: (1a) The Intangiblesall trademarks, trade names, copyrights, patents (other than patents related to the Processing Assets (as defined below)), trade secrets, recipes, logos, marketing materials, designs (including all Marks, trade dress and packaging artwork and logos presently or historically used in promoting the Mueller's brand owned by Seller and all Intellectual Property Rights associated therewiththe physical plates or scxxxxx xxxed by Seller that are used to make, all goodwillmanufacture or press the same), licenses confidential, proprietary information and sublicenses granted or obtained other intellectual property (regardless of whether registered with respect theretoany Governmental Authority) owned by Seller and exclusively used in the Business including those set forth on Schedule 2.1(a), and rights thereunder, remedies against infringements thereof, and rights to protection all goodwill associated with each of interests therein under the laws of all jurisdictionsforegoing (the "Intellectual Property"); (2b) all product inventories of the Business existing at Closing with more than ninety (90) days shelf life remaining as of the Closing Date (other than discontinued items (being those items no longer being actively marketed by Seller’s rights, powers and privileges in and ) or inventory related to the Contracts described in Schedule 2.1(2) Flavored Pasta Liabilities (“Specified Contracts”) and all Contract Rights thereunderas defined below)), regardless of where stored or warehoused (the "Inventories"); (3c) All all lists of current samplesand past customers and prospective customers of the Business, sample booksincluding those set forth on Schedule 2.1(c) which lists all "bill-to" and "ship-to" purchasers for the period January 1, prototypes1999 tx August 18, patterns, archive files (including any expired license agreements to the extent the same are retained), marketing materials, web site content, graphics2000, and other tangible or copies and, if available, electronic materials embodying, displaying, incorporating, or otherwise relating to versions of all related files and data (the Assets"Customer Lists"); (4d) All prepaid assets all agreements, contracts, contract rights, understandings, commitments and arrangements of Seller exclusively related to the Business, whether oral or written (the "Contracts"), including the Contracts (regardless of whether pre-paid) identified or summarized on Schedule 2.1(d) and copies and, if available, electronic versions of all related files and data, and any and all open customer purchase orders of the Business (including taken in the pro rata portion Ordinary Course of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after Business that have not been fulfilled as of the Closing Date under the Specified Contracts or payments under terminated license agreements Date; (e) copies and, if available, electronic versions of all historical operating and financial books and records exclusively related to the Marks Business, and copies or electronic versions of all business plans and assessments exclusively related to the Business (Buyer acknowledges that such copies may be redacted to eliminate any information not exclusively related to the Business); (f) all of Seller's other rights and property interests of any nature which are Assetsexclusively used in the operation of the Business, including the rights to all of Seller's Uniform Product Codes exclusively used in the Business (the "UPC Codes") with payments including those listed on Schedule 2.1(f) (e.g. sell off) due past Closing and any unpaid liquidated damages under collectively, the Specified Contracts) and expenses other than rent escrows and security deposits"Other Intangible Rights"); and (5g) All all goodwill and ongoing business and customer relationships of Seller’s ClaimsSeller exclusively associated with the Business. The obligation to deliver any files and data or copies of the same as set forth above includes all files, causes data, records of action correspondence, analysis, reports, etc. stored on any media regardless of form, including paper files, print-outs, computer disks, magnetic tapes, CD's, and the like. For the avoidance of doubt, Seller is permitted to keep copies of Contracts for which the originals are delivered to Buyer necessary for audit or other business purposes so long as such Contracts and other legal rights data are maintained in a manner consistent with Seller's confidentiality and remedies, whether or not known as of the Closing, relating to Seller’s ownership of the Assets and/or the Business, but excluding Claims against Buyer with respect to the transactions contemplated hereinother obligations contained in this Agreement.

Assets. Subject to Section 2.2the terms and conditions of this Agreement, Seller hereby sellson the Closing Date (hereinafter defined), transfersthe Company shall sell, conveysconvey, assigns transfer, assign and delivers deliver to Buyerthe Acquiror, and Buyer hereby purchases the Acquiror shall accept and acquires from Seller, purchase all of the Company's right, title and interest in and to all of Seller’s the assets used in, or related to, the Business, other than the Excluded Assets (hereinafter defined) (collectively, the "Assets"). The Assets shall include, without limitation, the following: (a) All customer lease contracts, including any rent-to-own, lease-purchase and rent-to-rent contracts (the "Rental Purchase Agreements") relating to the Business conducted at the Stores, including all of the Company's rights under such Rental Purchase Agreements; (b) All products on rent pursuant to the Rental Purchase Agreements; (c) Any information pertaining to the Rental Purchase Agreements; (d) Subject to Section 4.13, all idle inventory (defined as inventory in the Stores or being serviced or repaired and not on rent pursuant to a Rental Purchase Agreement as of every naturethe Closing) and supplies in the Stores; (e) Except for those items of equipment, kind fixtures and description wheresoever office furniture listed on Schedule 1.2, all equipment, fixtures and office furniture which are located within the Stores, as described on the Company's FF&E report, a copy of which has been provided to the Acquiror; (f) All motor vehicles which are owned by the Company and whether used by the Company in connection with the Business as set forth on Schedule 1.1(f) attached hereto; (g) Subject to Section 6.5 of this Agreement, all of the motor vehicle leases (the "Motor Vehicle Leases") listed on Schedule 1.1(g) attached hereto; (h) Subject to Section 1.2(c), all of the equipment leases (the "Equipment Leases") listed on Schedule 1.1(h) attached hereto; (i) Except as set forth in Section 1.2 or not reflected on Seller’s as referenced in Section 1.2 hereof, all books and records of the Business Company relating to the Business, including, but not limited to (as set forth in their entirety in Schedule 2.1 attached heretoi) including without limitationall original Assumed Contracts (hereinafter defined), (ii) all original books and records of account and other financial records relating to the following Assets which are located at the Stores, (iii) all catalogues, brochures, advertising materials, forms of which being hereinafter collectively referred Rental Purchase Agreements and similar sales or marketing materials currently used by the Company, (iv) all price lists, customer lists and correspondence, supplier lists and correspondence, mailing lists, credit records and correspondence and similar lists and correspondence for the three (3) year period ending on the Closing Date, (v) all manuals pertaining to as the “Assets”): materials, operations, maintenance and similar matters and (1vi) The Intangiblesall records or lists pertaining to supply, including all Marksdistribution, owned by Seller transportation, administration and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictionssimilar matters; (2j) Seller’s rights, powers and privileges in and The real estate leases related to the Contracts described in locations of the Stores (the "Store Leases") listed on Schedule 2.1(21.1(j) (“Specified Contracts”) and all Contract Rights thereunderattached hereto; (3k) That certain lease agreement relating to the real property located at 3029 Xxxxx Xxxxxxx, Suite 201, Edgewood, Kentucky 41017 (the "Eastern Zone Office") and the equipment, fixtures and office furniture located at such property; (l) All current samplesCompany Registered Intellectual Property (hereinafter defined) listed on Schedule 3.22 attached hereto; (m) Agreements of the Company to lease storage units, sample booksas described on the Company's rent roll report, prototypesa copy of which has been provided to the Acquiror (the "Storage Unit Leases"); (n) Agreements of the Company to purchase inventory for the Stores that were entered into in the ordinary course of business and are open and unfulfilled as of the Closing Date, patterns, archive files (including any expired license agreements to the extent that such agreements are not-cancelable by the same are retained), marketing materials, web site content, graphics, and other tangible Company using its best efforts without cost or electronic materials embodying, displaying, incorporating, or otherwise relating liability to the AssetsCompany between the date hereof and the Closing (the "Open Inventory Contracts"); (4o) All prepaid assets Except for those services agreements listed on Schedule 1.2, and subject to Section 1.2(c), the agreements for the provision of services to the Company that were entered into in the normal course of business as described on Schedule 1.1(o) attached hereto (the "Service Contracts" and together with the Rental Purchase Agreements, the Motor Vehicle Leases, the Store Leases, the Storage Unit Leases, the Open Inventory Contracts and the Equipment Leases, the "Assumed Contracts") with such Service Contracts that are not cancelable by the Company on 30 days or less notice specifically identified on such Schedule 1.1(o); (p) Cash in an amount equal to the aggregate of all deposits made by customers pursuant to special rent-to-own orders placed at the Stores; (q) The vehicles ordered under the terms of that certain Motor Vehicle Lease with General Electric Capital Corporation ("GECC") pursuant to a purchase order (the "GECC Purchase Order") which are to be delivered either before or after the Closing, with a copy of the Business (including vehicle order status for the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security depositsGECC Purchase Order attached hereto as Schedule 1.1(q); and (5r) All of Seller’s Claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to Seller’s ownership of the Assets and/or the Business, but excluding Claims against Buyer with respect to the transactions contemplated herein.The Company's

Assets. (a) Subject to Section 2.2the terms and conditions of this Agreement, at the Closing, the Seller hereby sellswill sell, transfers, conveys, assigns transfer and delivers convey all of the following assets to Buyer, and Buyer hereby purchases will purchase all of the following assets and acquires business from the Seller: (i) all inventory, including without limitation, raw materials, work-in-progress, finished goods and replacement parts (collectively, the "Inventory") which exists on the Closing Date (as defined below); (ii) all office supplies, maintenance supplies, packaging materials, spare parts and similar items of the Business (collectively, the "Office Supplies") which exist on the Closing Date (as defined below); (iii) all accounts, accounts receivable, notes and notes receivable relating to the Business existing on the Closing Date which are payable to the Seller, including any security held by the Seller for the payment thereof (the accounts, accounts receivable, notes and notes receivable, including any related security therein, to be transferred to the Buyer pursuant hereto are collectively referred to herein as the "Accounts Receivable"); (iv) all prepaid expenses of the Seller relating to the Business existing on the Closing Date other than those related to Excluded Assets (as defined below). (v) all rights of the Seller under the contracts, agreements, leases, licenses and other instruments relating to the Business all as set forth in Part 3.17(a) and Part 3.17(b) of the Disclosure Schedule (as defined below); (vi) originals or copies of all of the Seller's books, records and accounts, correspondence, production records, technical, accounting, manufacturing and procedural manuals, customer lists, employment records, studies, reports or summaries relating to any environmental conditions or consequences of any operation relating to the Business, present or former, as well as all studies, reports or summaries relating to any environmental aspect or the general condition of the Assets (as defined below), and any confidential information which has been reduced to writing relating to or arising out of the Business; (vii) all rights of the Seller under express or implied warranties from the suppliers of the Business; (viii) all of the machinery, computer and other equipment, tools, hardware, maintenance, machinery and equipment and furniture, vehicles, and personal property relating to the Business owned, leased or used by the Seller on the Closing Date unless specifically excluded herein as an Excluded Asset (as defined below), whether or not reflected as capital assets in the accounting records of the Seller relating to the Business (collectively, the "Fixed Assets"); (ix) all of the Seller's right, title and interest in and to all of Seller’s assets and rights of every nature, kind and description wheresoever located and whether or not reflected on Seller’s books and records of the Business (as set forth in their entirety in Schedule 2.1 attached hereto) including without limitation, the following (all of which being hereinafter collectively referred to as the “Assets”): (1) The Intangibles, including all Marks, owned by Seller and all Intellectual Property Rights associated therewithAssets, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (2) Seller’s rights, powers and privileges as defined in and to the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunder; (3) All current samples, sample books, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retained), marketing materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating to the Assets; (4) All prepaid assets of the Business (including the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security depositsSection 3.22; and (5x) All except as specifically provided in Subsection 2.1(b) hereof, all other assets, properties, claims, rights and interests of Seller’s Claimsthe Seller relating to the Business which exist on the Closing Date, causes of action every kind and nature and description, whether tangible or intangible, real, personal or mixed. (b) Notwithstanding the provisions of paragraph (a) above, the assets to be transferred to the Buyer under this Agreement shall not include those assets listed in Part 2.1(b) of the Disclosure Schedule (the "Excluded Assets"). (c) The Inventory, Office Supplies, Accounts Receivable, Assumed Contracts, Fixed Assets, Intellectual Property Assets, Software and other legal rights properties, assets and remedies, whether or not known as business of the Closing, Seller relating to Seller’s ownership of the Assets and/or Business described in paragraph (a) above, other than the BusinessExcluded Assets, but excluding Claims against Buyer with respect shall be referred to collectively as the transactions contemplated herein"Assets."

Assets. Subject Upon the terms and subject to Section 2.2the conditions set forth ------ in this Agreement, Seller hereby sellseffective as of the commencement of business on September 1, transfers1996 (the "Effective Date"), conveyson the Closing Date (as hereinafter defined) Germain's and X-X shall sell, assigns assign, transfer and delivers deliver to the Buyer, and the Buyer hereby purchases shall purchase, acquire, accept and acquires take possession of all of the Sellers' right, title and interest in and to the following assets of the Sellers, and Flintrock shall sell, assign, transfer and deliver to the Buyer and the Buyer shall purchase, acquire, accept and take possession of all of Flintrock's right, title and interest in and to the LLC Interest and any receivables due from SellerSeedBiotics to Flintrock (all of which are sometimes collectively referred to as the "Assets," and shall mean solely those assets described hereinbelow (and in the Schedules attached to this Agreement), as shall be owned by the Sellers as of the Effective Date, as adjusted for deletions and additions thereto occurring in the ordinary course of business, or as otherwise contemplated by this Agreement or the schedules attached hereto, during the period between the Effective Date and the Closing Date): (a) All of Sellers' inventory (the "Inventory") as shall be owned by Germain's and X-X, except as set forth on Schedule 4(g) attached hereto, including, but not limited to, the inventory shown on Schedule 1(a). (b) Certain of Sellers' real property, as shall be owned by Germain's and X-X, solely as more fully described in Schedule 1(b) attached hereto and all right, title and interest in and to all the same, including any lease or purchase rights thereto. (c) The buildings and improvements located on the real property described in Schedule 1(b). (d) All of Seller’s Sellers' equipment and machinery not included in Schedules 1(g-1) and 1(g-2), as shall be owned by Germain's and X-X, respectively, including, without limitation, the assets described in Schedule 1(d) attached hereto. (e) All of Sellers' office furniture, fixtures, facilities and rights of every naturesupplies, kind and description wheresoever located and whether or not reflected on Seller’s books and records of the Business (except as set forth in their entirety Schedule 4(g), as shall be owned by Germain's and X-X, and described in Schedule 2.1 Schedules 1(e-1) and 1(e-2) attached hereto. (f) including All of Sellers' automobiles, trucks, and all other vehicles, as shall be owned by Germain's and X-X, respectively, including, without limitation, the following (all of which being hereinafter collectively referred to as the “Assets”):assets described in Schedules 1(f-1) and 1(f-2) attached hereto. (1g) All of Sellers' farm equipment, miscellaneous equipment and hand tools, as shall be owned by Germain's and X-X, respectively, including, without limitation, the assets described in Schedules 1(g-1) and 1(g-2) attached hereto. (h) Certain of Sellers' pre-paid and other assets, as shall be owned by Germain's and X-X, as more fully described in Schedule 1(h) attached hereto. (i) All of Sellers' trade names and trademarks, and Plant Variety Protection Certificates, and all related registrations and goodwill as shall be owned by Germain's and X-X, respectively, including, without limitation, the assets described in Schedules 1(i-1) and 1(i-2) attached hereto, but subject to Sellers' rights under the Contract Regarding Service Agreement set forth as Exhibit 1A(i) attached hereto (the "Service Agreement"). (j) [Intentionally left blank.] (k) All of Sellers' customer lists, germplasm, breeders seed and breeding records, as shall be owned by Germain's and X-X, respectively, including, without limitation, the assets described in Schedules 1(k-1) and 1(k- 2) attached hereto. (l) The Intangibles, including all Marks, owned by Seller and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection goodwill of interests therein under the laws of all jurisdictions;Xxxxxxxxx AgriBusiness Group as a going concern. (2m) Seller’s rightsAll of Sellers' right, powers title and privileges interest in and to each lease, license, contract, warranty, agreement, purchase or sales order (including releases of quantities pursuant thereto), indenture or commitment, written or oral, to which any Seller is a party on the Contracts Closing Date or by which any of the Assets are then bound, including, without limitation, the agreements described in Schedule 2.1(27(e) hereto (“Specified Contracts”) and all Contract Rights thereunder; (3) All current samples, sample books, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retained"Assumed Agreements"), marketing materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating to the Assets; (4) All prepaid assets of the Business (including the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security deposits; and (5n) All of Seller’s ClaimsSellers' accounts receivable as shall be owned by Germain's and X-X, causes of action and other legal rights and remediesas more fully described in Schedule 1(n) attached hereto, whether or not known except pursuant to Excluded Assets (as of the Closing, relating to Seller’s ownership of the Assets and/or the Business, but excluding Claims against Buyer with respect to the transactions contemplated hereindefined below). (o) The LLC Interest.

Assets. Subject Upon the terms and subject to Section 2.2the conditions contained herein, at the Closing (except as otherwise noted below), Seller hereby sellsshall grant, transferssell, conveysconvey, assigns assign, transfer and delivers deliver to Buyer (or at Buyer's option, to one or more of its designated Affiliates, as specified in writing to Seller at or prior to the Closing) upon the terms and Buyer hereby purchases subject to the conditions of this Agreement and acquires from Sellerfree and clear of all Liens except for Permitted Liens, all right, title and interest in and to all of Seller’s assets and rights of every nature, kind and description wheresoever located and whether or not reflected on Seller’s books and records of the Business (as set forth in their entirety in Schedule 2.1 attached hereto) including without limitation, the following (all of which being hereinafter collectively referred to as the “Assets”): (1) The Intangibles, including all Marks, owned by Seller and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (2) Seller’s rights, powers and privileges in and to the Contracts described in following assets, properties and rights of Seller and no others (collectively, the "Purchased Assets"): (a) All of the equipment, furniture, furnishings, fixtures, computers and other office equipment and supplies and other tangible personal property listed on Schedule 2.1(22.1.1 (a) (“Specified the "Fixed Assets") (provided that the assets noted as "Post-Transition" in the "Notes") column of such schedule shall be retained by Seller during the term of the Transition Services Agreement and shall be transferred to Buyer at the end of such term), and, to the extent assignable without consent of the vendor party thereto or subject to the last sentence of Section 2.1.3, all contracts for maintenance or servicing of the Equipment listed on Schedule 2.1.1 (a) (the "Service Contracts”) and all Contract Rights thereunder"); (3b) All current samplesrights of Seller as of the Closing Date as lessee under the real property leases (the "Facilities Leases") for the call center facilities and the research and development facility (collectively, sample books, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retained"Facilities") listed on Schedule 2.1.1(b), marketing materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating to the Assets; (4c) All prepaid assets rights of the Business (including the pro rata portion Seller as of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related to leases for equipment listed on Schedule 2.1.1(c) (the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security deposits"Equipment Leases"); and (5d) All rights of Seller’s Claims, causes of action Seller under its contracts and other legal rights and remedies, whether or not known as of the Closing, relating to Seller’s ownership of the Assets and/or the Business, but excluding Claims against Buyer purchase orders with respect to the transactions contemplated herein.vendors listed on Schedule 2.1.1

Assets. Subject On the Closing Date and subject to Section 2.2the terms and conditions set forth herein, Seller hereby sellsshall sell, transfersassign, conveys, assigns transfer and delivers convey to Buyer, and Buyer hereby purchases shall purchase and acquires receive from Seller, all of Seller’s right, title title, and interest in and to substantially all of Seller’s assets assets, excluding the Cash, free and rights clear of every natureany and all Liens (collectively, kind the “Assets”), including, but not limited to: (i) all Accounts; (ii) all Receivables; (iii) all Account Agreements; (iv) all loan loss reserves calculated in accordance with GAAP and description wheresoever located and whether or not Holdbacks each as reflected on Seller’s books and records Financial Statements as of the Business (as set forth in their entirety in Schedule 2.1 attached hereto) including without limitation, the following (all of which being hereinafter collectively referred to as the “Assets”): (1) The Intangibles, including all Marks, owned by Seller and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictionsClosing Date; (2v) Seller’s rightsall rights to receive payment for accrued but not yet billed fees, powers interest, and privileges other charges on the Accounts, including deferred commitment fees; (vi) the pro-rata portion of any annual fee associated with the Accounts relating to any period following the Cut-off Time; (vii) all prepaid expenses; (viii) all Files and Books and Records; (ix) all closing tapes specified in this Agreement; (x) all rights and interests of Seller as tenant under the lease to occupy the Contracts described real property located at 000 Xxxx Xxxxxx Xxxx Road, Arlington, Texas 76011 (the “Leased Property”); (xi) all the removable fixtures, furniture and office equipment, communications equipment and computers included in Schedule 2.1(22.2(a)(xi), including agreed upon leasehold improvements; (xii) (“Specified Contracts”all rights and interests of Seller as lessee and/or licensee under any lease and/or license agreements with third party software vendors each as listed in Schedule 2.2(a)(xii) and all Contract Rights thereunder; (3) All current samples, sample books, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retained), marketing materials, web site content, graphics, rights and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating to the Assets; (4) All prepaid assets interests of Seller in each of the Business (including the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security depositsassumed contracts also listed in Schedule 2.2(a)(xii); and (5xiii) All of Seller’s Claims, causes of action and other legal all rights and remediesinterests of Seller in the “FSB Financial, whether or not known Ltd.” trademark and/or trade name and any derivation thereof with such transfer to be evidenced by a Trademark Assignment Agreement substantially in the form attached hereto as of the Closing, relating to Seller’s ownership of the Assets and/or the Business, but excluding Claims against Buyer with respect to the transactions contemplated herein.Exhibit C.

Assets. Subject to Section 2.2the terms and conditions hereof, Seller hereby sellswill sell, transfersconvey, conveysassign, assigns transfer and delivers deliver to Buyer (or upon Buyer’s request, to Buyer’s Designee) at the Closing, and Buyer hereby purchases (or Buyer’s Designee) will purchase and acquires from Selleraccept at the Closing, all of Seller’s right, title and interest in and to all of Seller’s assets and rights of every nature, kind and description wheresoever located and whether or not reflected on Seller’s books and records of the Business (as set forth in their entirety in Schedule 2.1 attached hereto) including without limitation, the following assets (all of which being hereinafter collectively referred to as collectively, the “Assets”): (1i) The Intangiblesall LONDON FOG and TOWER DESIGN Trademarks owned by the Seller worldwide, including all Markswithout limitation the registrations and applications for registration identified on the attached Exhibit A-1, owned by Seller and all other Intellectual Property Rights closely associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under therewith (the laws of all jurisdictions“Brands”); (2ii) Seller’s rights, powers the licenses and privileges in and to other agreements listed on Exhibit A-2 (the Contracts described in Schedule 2.1(2) (“Specified ContractsAssumed Agreements”) and all Contract Rights thereunder); (3iii) All current all third party warranties and claims, credits, rights of recovery and setoffs and all of Seller’s claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, related to the foregoing; (iv) all samples, sample books, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retainedagreements), marketing materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating to the AssetsBrands, and all Intellectual Property Rights associated therewith; (4v) All prepaid assets of the Business (including the pro rata portion of advances or guaranteed minimum royalty all royalties and advertising payments credited against royalties license fees earned after the Closing Date under Date; (vi) the Specified Contracts or payments under terminated license agreements related order book relating to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security depositsforegoing; and (5vii) All Seller’s goodwill associated with the foregoing. In addition to the Assets, at Closing Seller shall also sell, convey, assign, transfer and deliver to Buyer, and Buyer will purchase from Seller, free and clear of any encumbrances, ‘‘all of Seller’s Claimsright, causes of action title and interest, if any, in the Trademarks identified on the attached Exhibit A-3, along with Seller’s bookings associated with the marks identified on Exhibit A-3, and all samples, sample books, prototypes, patterns, archive files (including any expired license agreements), marketing materials, web site content, graphics and other legal rights tangible or electronic materials embodying, displaying, or incorporating the Trademarks identified on Exhibit A-3, and remediesall Intellectual Property Rights closely associated therewith (collectively, whether the “Additional Assets”). The Additional Assets shall be transferred AS IS, WHERE IS, without any representation or not known as of warranty whatsoever. To the extent that Seller discovers any additional samples, prototypes, patterns, archive files (including any expired license agreements), marketing materials, web site content, graphics, or other tangible or electronic materials embodying, displaying, or incorporating the Brands or the Trademarks identified on Exhibit A-3 following the Closing, which have not been delivered to Buyer in accordance with this Section 1(a), Seller shall promptly deliver possession thereof to Buyer no later than ten (10) days after discovery. Buyer shall have the right (which right must be exercised prior to the Sale Approval Hearing) to designate a period after the Closing Date, but no longer than October 16, 2006, through which it shall have complete access to the Seller’s facility on Seventh Avenue in New York City (the “Seventh Avenue Site”), in connection with the operation and marketing of the business relating to the Assets and Additional Assets, and Seller shall continue the utilities and other services related thereto for such periods. On or before the Closing Date, Buyer shall have the right (but not the obligation) to designate furniture, fixtures, and equipment at the Seventh Avenue Site (including but not limited to phones, computers, and copiers) that it will use, and the Seller shall be obligated to keep such furniture, fixtures, and equipment available to Buyer so long as it is so designated. Buyer shall also have the right (which right must be exercised no later than one day prior to the Closing Date) to designate any employees that it needs the Seller to make available to Buyer for the operation or marketing of its business related to the Assets and Additional Assets. Buyer shall reimburse the Seller for the actual out of pocket costs and expenses associated with such designations, including (i) wages or salary and other employer expenses of each employee so designated (if any) for the time each is so designated (at the level each such employee was receiving from the Seller in the Ordinary Course of Business), (ii) the cost of any designated equipment, including without limitation lease payments and maintenance agreements, while it is so designated that is actually paid to a third party by Seller (pro rated, if necessary, to reflect the days of use by Buyer), and (iii) rent, CAM, utilities, and any other occupancy costs at the Seventh Avenue Site for all periods designated by the Buyer pursuant hereto on a per diem basis, in the amount of $1,666,67 per day. If Buyer so designates any of the above, Buyer shall give Seller seven business days written notice of the termination of use of any of the Seventh Avenue Site, the designated employees, or the designated furniture, fixtures, and equipment and shall no longer be responsible for the actual out of pocket expenses for such designations (as set forth above) arising after such termination. Through and including September 15, 2006, Buyer shall also have the exclusive right (the “Property Option”) to purchase from the Debtors any and all personal, tangible, property of the Debtors, and any and all furniture, fixtures, and equipment located at the Seventh Avenue Site. The purchase price for such property will be reasonably determined by the parties at the time of such purchase, if any. Such right shall be exercised by written notice given no later than September 15, 2006 and shall designate a purchase date no later than October 12, 2006. Seller agrees that it will not remove or dispose of any such property between the date hereof and the expiration of this Property Option, except in the ordinary course of Seller’s ownership business. Finally, through and including September 15, 2006, in addition to those Assumed Agreements identified in Subsection 1(a)(ii) above and on Schedule A-2 hereto, Buyer shall have the right (the “Lease Right”) to direct Seller to use its best efforts to assume and assign to Buyer the lease for the Seventh Avenue Site (the “Seventh Avenue Lease”). Upon the exercise of such Lease Right, the Assets and/or the Business, but excluding Claims against Buyer with respect Seventh Avenue Lease will be deemed an Assumed Agreement at no additional or further cost to the transactions contemplated hereinBuyer; provided that Buyer shall be responsible for any required cure payments.

Assets. Subject to Section 2.2, Seller hereby sells, transfersassigns, conveys, assigns conveys and delivers otherwise transfers (“Transfer”) to Buyer, and Buyer hereby purchases Buyer’s successors and acquires from Sellerassigns, all of the right, title and interest in and to all of the Assets held by Seller’s assets and rights of every nature, kind and description wheresoever located and whether or not reflected on Seller’s books and records which consist of the Business following described assets (as set forth in their entirety in Schedule 2.1 attached hereto) including without limitationcollectively, the following (all of which being hereinafter collectively referred to as the “Purchased Assets”): (a) trade and assumed names (except for the trade name “VIASPACE” and Direct Methanol Fuel Cell Corporation “DMFCC” and “Ionfinity”); (b) customer lists and customer orders received after Closing; (c) Seller’s Licenses (as defined below) or other contractual arrangements for “SHINE”, an inference engine technology, and any related Licenses from JPL/Caltech for use of SHINE in one or more applications including but not limited to defense applications, homeland defense, maritime security, and diagnostics and prognostics, medical systems, manufacturing, plan management, telecommunications, etc.); (d) Seller’s Licenses and Intellectual Property relating to the AIMS Perimeter Surveillance Radar solution (by DMT) (“AIMS Radar”) and also the deposit on the radar equipment; (e) Seller’s Licenses and Intellectual Property relating to: (i) ViaChange technology; (ii) U-Hunter technology; (iii) MUDSS technology; (f) all other Seller’s right, title and interest in any technology Licenses or other similar agreements expressly assumed by the Buyer and set forth in Schedule 1; (g) The Intangibles, including all Marks, Certain equipment owned by Seller consisting of (i) desktop and laptop computers used by Seller’s consultants or employees as described on Schedule 2 attached hereto and (ii) test and manufacturing equipment needed to carry on the business units acquired by the Buyer; (h) all other intangible assets related to the assets set forth in subsections (a) through (h) listed above; (i) all uniform resource locators (“URLs”) associated with the domain names of the Seller related, directly or indirectly, to the Purchased Assets as described in sub-sections (a) through (i) above, including, without limitation, any websites related to the Purchased Assets together with all content of such websites but excluding URLs and websites incorporating the trade name “VIASPACE”, or relating to DMFCC (as defined below); (j) all right, title and interest of Seller in and to all Intellectual Property Rights associated therewithrights relating to such assets set forth in sub-sections (a) through (j) above, including without limitation all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (2) Seller’s rights, powers and privileges in and to the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunder; (3) All current samples, sample books, prototypespayment records; accounts; correspondence; production records; technical, patterns, archive files (including any expired license agreements to the extent the same are retained), marketing materials, web site content, graphics, accounting and procedural manuals; development and design data; and other tangible useful business records utilized in the conduct of or electronic materials embodying, displaying, incorporating, or otherwise relating to the Assets; Purchased Assets (4) All prepaid assets of the Business (including the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security deposits; and (5) All of Seller’s Claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to Seller’s ownership of the Assets and/or the Business, but excluding Claims against Buyer with respect to the transactions contemplated hereincollectively “Records”).

Assets. Subject The possessions, items, resources and effects to Section 2.2be sold and transferred by Sellers to Purchaser pursuant to this Agreement consisting of property, Seller hereby sellscorporeal and incorporeal, transfersmovable and immovable, conveysowned by Sellers as of the Effective Date which shall specifically include, assigns but shall not be limited to, the property described in clauses (a)-(j) below and delivers that are more specifically detailed in the Schedules attached hereto as herein indicated, provided however, the Excluded Assets are specifically excluded from the assets to Buyerbe sold under this Agreement. a) All furniture, fixtures, equipment (including computer equipment), leasehold improvements and supplies owned by Sellers, which are further identified in Schedule 1.01 located at and used by Sellers in the operation of Sellers’ Business at the addresses stated above; b) All Inventory owned by Sellers and used by Sellers in the operation of Sellers’ Business at the addresses stated above, which are further identified in Schedule 1.05; c) All of Sellers’ lists of current patients, all of Sellers’ mailing lists, all current business records relating to the operations of Sellers’ Business (including all business records relating to current patients), all telephone numbers and listings used by Sellers in Sellers’ Business, all records of activities and expenses for purposes of marketing and sales by Sellers, and Buyer hereby purchases all intangibles and acquires from Seller, other rights and privileges of Sellers currently used in Sellers’ Business; d) The goodwill and going concern of Sellers related to Sellers’ Business; e) The benefits of all right, title and interest amounts previously paid by Sellers (the cost of which shall be prorated in and accordance with Section 3.05 herein) including but not limited to all amounts previously paid for maintenance agreements, association dues, advertising, design, fees, rent services, or interest relating to Sellers’ Business or the Assets, to the extent that they extend or are to be performed on or after the Effective Date; f) All of Sellers’ rights, to the extent assignable, under the agreements described in Schedule 5.06 (other than those described in Section 5.06.01), and the rights given therein; g) Sellers’ rights under all contracts not listed in Schedule 5.06, to the extent assignable, including all leases and non-competition agreements relating to Sellers’ Business; h) Licenses and permits, to the extent assignable, held by the Sellers relating to the ownership, development and operations of the Agencies, including Standard’s Medicare Provider Number 197765 and Cypress’ Medicare Provider Number 197216 and all rights under Sellers’ respective Medicare Provider Agreements, and Standard’s Medicaid Provider Number 1406678 and Cypress’ Medicaid Provider Number 1402125, and all rights under Sellers’ respective Medicaid Provider Agreements; i) All technical outlines and records (including all plans, drawings, diagrams, notes, reports, memoranda, and other similar documents), and any and all know-how and software, to the extent transferable (including, for one hundred eighty days following the effective date, a license to use Seller’s home health software owned by Comprehensive Managed Care Services, L.L.C., to the extent transferable, which shall be set forth in a separate licensing agreement between Purchaser and the owner of said software), other technology, including contracts, licenses, authorizations, permits, and other documents necessary for Sellers’ Business; and j) All trade secrets, inventions, patents, and copyrights, trademark, including the trade name “Metro Preferred Home Care” or any similar name used by Sellers in the operation of Seller’s assets and rights of every nature, kind and description wheresoever located and whether or not reflected on Seller’s books and records of the Business (as set forth in their entirety in Schedule 2.1 attached hereto) including without limitation, the following (all of which being hereinafter collectively referred to as the “Assets”): (1) The Intangibles, including all Marks, owned by Seller and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (2) Seller’s rights, powers and privileges in and to the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunder; (3) All current samples, sample books, prototypes, patterns, archive files (including any expired license agreements to the extent the same are retained), marketing materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating to the Assets; (4) All prepaid assets of the Business (including the pro rata portion of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security deposits; and (5) All of Seller’s Claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to Seller’s ownership of the Assets and/or the Business, but excluding Claims against Buyer it being understood and agreed that Sellers have the right to utilize the trade name of “Metro Preferred Medical Staffing” in connection with respect to the transactions contemplated hereintheir private duty business.

Assets. (a) Subject to the terms and conditions of this Agreement, at the Closing provided for in Section 2.22.3, Seller hereby sellswill sell, transfersconvey, conveysassign, assigns transfer and delivers deliver (or in the case of open source Software, distribute), or will cause to Buyerbe sold, conveyed, assigned, transferred and delivered (or in the case of open source Software, distributed) to Buyer hereby purchases and acquires from all of Seller, all ’s right, title and interest in and to the assets (other than the Excluded Assets) listed below that are owned or leased directly or indirectly by Seller or an Affiliate of Seller on the Closing Date and used primarily in connection with the conduct of the Business (collectively, the “Assets”), free and clear of any Liens, except for Permitted Encumbrances: (i) all of Seller’s or any Affiliate of Seller’s right, title and interest in and to the tangible assets owned or leased by Seller or such Affiliate listed on Schedule 2.1(a)(i) of the Disclosure Schedules (collectively, the “Tangible Assets”); (ii) a list of all customers and rights of every nature, kind and description wheresoever located and subscribers (whether or not reflected on Seller’s books paid subscribers) of the Business; (iii) all deposits, advance payments, and records prepaid items made by Seller or any Affiliate of Seller associated with the Purchased Contracts; (iv) cash in an amount equal to any advance payments made by any customers of the Business associated with the Purchased Contracts for services to be performed after the Closing Date, but specifically excluding any such amounts associated with customer subscriptions included among the Purchased Contracts; (as set forth v) all (A) Patents, Inventions, Copyrights (including Software), Mask Works, Trademarks, Trade Secrets, and Databases; in their entirety each case, owned (and in Schedule 2.1 attached heretothe case of Copyrights, open source Software licensed by Seller or an Affiliate of Seller) and used primarily in the Business by Seller, including without limitation, those listed on Schedule 2.1(a)(v) of the following Disclosure Schedules, and as to such items owned by Seller the right to xxx for past infringement, misappropriation, or improper, unlawful or unfair use of any of the foregoing (all of which the foregoing being collectively hereinafter collectively referred to as “Intellectual Property Rights”), and (B) all documentation regarding the foregoing; (vi) all rights in Contracts that relate primarily to the Business and that are listed on Schedule 3.9(b) of the Disclosure Schedules (the “Purchased Contracts”); and (vii) copies of all books and records to the extent relating primarily to the Business (including, without limitation, all product requirements documentation and technical specification documentation, all files related to Intellectual Property Rights and documentation for Software in tangible media, in each case to the extent related primarily to the Business). (b) Such sale, conveyance, assignment, transfer and delivery will be effected by delivery by Seller to Buyer of (i) a duly executed xxxx of sale (the “Xxxx of Sale”) substantially in the form of Exhibit A attached hereto, (ii) duly executed instruments of assignment assigning Seller’s interest in the Trademarks, substantially in the form of Exhibit B attached hereto (the “Trademark Assignment”), and (iii) such other good and sufficient instruments of conveyance, transfer and assignment, as shall be reasonably necessary to vest in Buyer good and valid title to the other Assets (collectively, the “Other Instruments”), free and clear of all Liens, except for Permitted Encumbrances; provided, however, that such instruments shall not require Seller or its Affiliates to make any additional representations, warranties or covenants, expressed or implied, not contained in this Agreement. (c) Anything contained in Section 1.1(a) to the contrary notwithstanding, the term “Assets” shall not include any assets of Seller or any of its Affiliates whether or not relating to the conduct of the Business that are not specifically included in the Assets (each and all such items being herein referred to as the “Excluded Assets”):). Without limiting the generality of the foregoing, the following shall constitute Excluded Assets: (1i) The Intangibles, including all Marks, owned by Seller and all Intellectual Property Rights associated therewithexcept as specifically set forth in Section 2.1(a)(iv), all goodwillcash, licenses cash equivalents and sublicenses granted securities of Seller or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection any of interests therein under the laws of all jurisdictionsits Affiliates; (2ii) Seller’s rights, powers all bank and privileges in and to the Contracts described in Schedule 2.1(2) (“Specified Contracts”) and all Contract Rights thereunderother depository accounts of Seller or any of its Affiliates; (3iii) All current samples, sample books, prototypes, patterns, archive files (including any expired license agreements all accounts receivable related to services rendered prior to the extent the same are retained)Closing Date; (iv) all refunds of Taxes; (v) all assets, marketing materialswhether real or personal, web site content, graphics, and other tangible or electronic materials embodyingintangible, displayingwhich are owned, incorporatingused or held for use by Seller or any of its Affiliates, except those used primarily in the conduct of the Business; (vi) any real estate owned or otherwise leased by Seller or any of its Affiliates; (vii) all insurance policies relating to the AssetsBusiness, any refunds paid or payable in connection with the cancellation or discontinuance of any insurance policies applicable to the Business, and any claims made under any such insurance policies; (4viii) All prepaid assets any rights, claims and credits of Seller or any of its Affiliates relating to any Excluded Asset or any Excluded Liability, including any guarantees, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates relating to any Excluded Asset or any Excluded Liability; (ix) the “CNET” and “CNET Networks” names and logos; (x) any rights to receive corporate and other services provided to the Business by Seller or any of its Affiliates; (including xi) all rights of Seller under this Agreement or any agreement, certificate, instrument or other document executed and delivered by Seller or Buyer in connection with the pro rata portion transactions contemplated hereby; (xii) U.S. Patent Application titled “Adaptable transfer and publication of advances or guaranteed minimum royalty and advertising payments credited against royalties earned after digital media” (Serial No. 11/302,684) (the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments (e.g. sell off) due past Closing and any unpaid liquidated damages under the Specified Contracts) and expenses other than rent escrows and security deposits“Patent Application”); and (5xiii) All any and all assets of Seller’s ClaimsSeller or its Affiliates not used in, causes of action and other legal rights and remediesby or constituting any part of, whether or not known as of the Closing, relating to Seller’s ownership of the Assets and/or the Business, but excluding Claims against Buyer with respect to the transactions contemplated herein.