Common use of Contribution of Assets Clause in Contracts

Contribution of Assets. Upon the terms and subject to the conditions contained in this Agreement, at the Closing the Contributor, in exchange for the delivery of the Contribution Consideration by the Parent to the Contributor, shall contribute, assign, transfer and convey to the Acquiror, and the Acquiror shall acquire and accept from the Contributor, the following assets of the Contributor relating to the Refinery, free and clear of all Liens except Permitted Liens, and excluding the Retained Assets (collectively, the “Contributed Assets”): (a) all tangible assets, personal property, fixtures and equipment listed in Section 1.1(a) of the Disclosure Schedule (the “Tangible Property”); (b) all tracts or parcels of land listed and described in Section 1.1(b) of the Disclosure Schedule, together with (i) any reversionary rights attributable thereto; (ii) all claims or demands whatsoever of the Contributor either in law or in equity in or to such land; (iii) all buildings, improvements, fixtures, storage tanks, pipelines, valves, meters, measurement stations, equipment, electrical facilities, storage and shipping facilities, transformers, power lines, rectifiers, busbars, housings, circuit breakers and all other fixed assets, fixtures and equipment of every type and description owned by the Contributor and located on or affixed or attached to such land (collectively, the “Owned Real Property”); (c) any and all of the Contributor’s Books and Records that relate principally to the Contributed Assets (the “Assigned Books and Records”), excluding any Books and Records of the Contributor that relate principally to (i) organizational or governance proceedings of the Contributor, (ii) the Retained Assets or (iii) the Pre-Closing Liabilities; (d) subject to Section 1.5, the Licenses that relate to the ownership or operation of the Contributed Assets listed in Section 1.1(d) of the Disclosure Schedule (the “Assigned Licenses”); (e) all of the Contributor’s rights and interest in insurance proceeds that may be payable in respect of the Contributed Assets under the insurance policies of the Contributor, excluding any insurance proceeds payable in respect of the Retained Assets (“Insurance Proceeds”); (f) all liens and security interests in favor of the Contributor, whether xxxxxx or inchoate, under any law, rule or regulation arising from the ownership, operation or use of any of the Contributed Assets; and (g) all of the Contributor’s rights and interest pertaining to any counterclaims, set-offs, third party indemnities or defenses that the Contributor may have with respect to the Post-Closing Liabilities or the Contributed Assets.

Contribution of Assets. Upon On the terms and Contribution Date (as defined below), subject to Section 1.9 hereto and the satisfaction or waiver of the conditions contained in this Agreementprovided for pursuant to Article 5 hereto, at the Closing the Contributor, in exchange for the delivery of the Contribution Consideration by the Parent to the Contributor, Besicorp shall contribute, convey, assign, transfer and convey deliver (collectively, "contribute") to Newco all of Besicorp's right, title and interest in and to all of Besicorp's assets, properties, rights and business of every kind and description, wherever located, other than the Retained Assets and the Retained Subsidiaries (collectively, the "Contributed Assets"). Failure to identify specifically on applicable Schedules hereto any assets, property or rights of Besicorp relating to the AcquirorNewco Businesses or that are intended to be contributed to Newco pursuant to this Agreement, and the Acquiror or any asset, property or right of Besicorp not intended to be a Retained Asset or a Retained Subsidiary, shall acquire and accept not exclude such assets, property or rights from the ContributorContributed Assets. Without limiting the generality of the definition of the Contributed Assets, subject to Section 1.9 hereto the Contributed Assets shall include the following assets of the Contributor relating to the Refinery, free and clear of all Liens except Permitted Liens, and excluding the Retained Assets (collectively, the “Contributed Assets”):Besicorp: (a) all tangible assetsreal property owned in fee, personal propertyand all leases, fixtures easements and equipment other rights and interests in the real property including, without limitation, the properties listed in Section 1.1(aon Schedule 1.1 (a) of hereto (collectively, the Disclosure Schedule (the “Tangible Property”"Contributed Realty"); (b) all tracts or parcels of land listed machinery, equipment, plant, vehicles, office furniture and described in Section 1.1(b) of the Disclosure Scheduleequipment, together with (i) any reversionary rights attributable thereto; (ii) all claims or demands whatsoever of the Contributor either in law or in equity in or to such land; (iii) all buildingscomputer hardware, improvementstools, spare parts, other chattels, fixtures, storage tanks, pipelines, valves, meters, measurement stations, equipment, electrical facilities, storage leasehold improvements and shipping facilities, transformers, power lines, rectifiers, busbars, housings, circuit breakers and all other fixed assets, fixtures and equipment of every type and description owned by assets not included in the Contributor and located on or affixed or attached to such land (collectively, the “Owned Real Property”)Retained Assets; (c) any all other contracts, agreements, equipment leases, licenses and all of other instruments excluding the Contributor’s Books and Records that relate principally to the Contributed Assets Retained Instruments (the “"Assigned Books and Records”Instruments"), excluding any Books and Records of the Contributor that relate principally to (i) organizational or governance proceedings of the Contributor, (ii) the Retained Assets or (iii) the Pre-Closing Liabilities; (d) subject to Section 1.5all patents, registrations, tradenames, trademarks and other intellectual property, and pending applications for the Licenses that relate to the ownership same, whether owned or operation licensed, of the Contributed Assets listed in Section 1.1(d) of the Disclosure Schedule any kind (the “Assigned Licenses”"Contributed Intellectual Property"); (e) true and complete copies of all of the Contributor’s rights books and interest in insurance proceeds that may be payable in respect of the Contributed Assets under the insurance policies of the Contributorrecords, excluding any insurance proceeds payable in respect of the Retained Assets (“Insurance Proceeds”)including customer and supplier lists, employee records, tax records, credit files, quotations and bids, all data and all sales literature and specifications; (f) to the extent transferable, all liens governmental licenses, permits, authorizations, consents and security interests in favor of the Contributor, whether xxxxxx or inchoate, under any law, rule or regulation arising from the ownership, operation or use of any of the Contributed Assets; andapprovals; (g) all prepaid expenses and deferred charges, prepaid insurance deposits and insurance premiums and pension assets relating to the Newco Businesses to the extent not reflected on the final Statement delivered pursuant to the Plan of Merger as part of component "A" of the Contributor’s Base Amount; (h) all insurance policies, including insurance policies on Besicorp's executives other than any policy which relates solely to the Retained Businesses (the "Insurance Policies"). (i) to the extent transferable, all rights to contribution protection and covenants not to xxx granted to Besicorp by third parties, including, without limitation, in connection with environmental matters being assumed by Newco; (j) all proprietary or confidential business or technical information, records and policy statements of Besicorp, such as accounting procedures, instructions, organizational manuals, strategic plans and other documents or materials of a general nature; (k) the goodwill; (l) the rights, privileges and benefits, if any, associated with the matters set forth on Schedule 1.5; (m) in accordance with the Order (the "Order") of the United States District Court for the Xxxxxxxx Xxxxxxxx xx Xxx Xxxx 00 Xxx. 0000 (XXX) dated March 18, 1999, the rights and interest pertaining liabilities, if any, pursuant to any counterclaims, set-offs, third party indemnities or defenses that the Contributor may have Order with respect to the Post-Closing Liabilities or contingent assets and/or liabilities of Besicorp, subject to any defenses and rights to offset, in the Contributed Assets.Derivative Actions (as such term is defined in the 3

Contribution of Assets. Upon On the Applicable Closing Date and on ---------------------- the terms and subject to the conditions contained set forth in this Agreement, at the Closing the ContributorSellers agree to sell, in exchange for the delivery of the Contribution Consideration by the Parent to the Contributor, shall contributetransfer, assign, transfer contribute, convey and convey deliver to the AcquirorPurchaser, as a contribution to Purchaser's capital, and the Acquiror shall acquire Purchaser agrees to purchase, acquire, accept and accept assume from the ContributorSellers, the following assets all of the Contributor relating Sellers' right, title and interest as of the Applicable Closing Date in and to the Refinery, free and clear all of all Liens except Permitted Liens, and excluding the Retained Assets (collectively, the “Contributed Assets”): (a) all tangible their assets, personal property, fixtures properties and equipment listed in Section 1.1(a) of rights (other than the Disclosure Schedule (the “Tangible Property”); (b) all tracts or parcels of land listed and Excluded Assets described in Section 1.1(b2.2) of used or useful in their Businesses, wherever located and whether or not reflected on the Disclosure Schedule, together with (i) any reversionary rights attributable thereto; (ii) all claims or demands whatsoever of the Contributor either in law or in equity in or to such land; (iii) all buildings, improvements, fixtures, storage tanks, pipelines, valves, meters, measurement stations, equipment, electrical facilities, storage and shipping facilities, transformers, power lines, rectifiers, busbars, housings, circuit breakers and all other fixed assets, fixtures and equipment of every type and description owned by the Contributor and located on or affixed or attached to such land (collectively, the “Owned Real Property”); (c) any and all of the Contributor’s Books and Records that relate principally to the Contributed Assets (the “Assigned Books and Records”), excluding any Books and Records of the Contributor that relate principally Sellers, in each case free and clear of any Liens other than Permitted Liens (collectively, the "Assets"), including ------ without any limitation the following: (a) All of the Sellers' active Clients as of the Applicable Closing Date and any Investment Advisory or Broker-Dealer Contracts related to such Clients, except those Clients and any related Investment Advisory or Broker-Dealer Contracts (i) organizational listed on Schedule 2.1(a), or governance proceedings of the Contributor, (ii) --------------- listed on Schedule 5.3 and for which Confirming Consents have not been obtained ------------ by the Retained Assets Adjustment Date (collectively, the "Transferred Clients"); ------------------- (b) The Sellers' lists of current, prior, active or inactive Clients or prospective Clients (iiilists of the Sellers' active Clients as of the date hereof are attached as Schedule 2.1(b)); --------------- (c) All furniture, fixtures and equipment located in the Pre-Closing Liabilities;Sellers' offices in New York, New York or, if not located in such offices, as necessary for the operations of their Businesses (the "FF&E") ; ---- (d) subject to Section 1.5, the Licenses that relate All Books and Records relating to the ownership Businesses or operation any of the Contributed Assets listed in Section 1.1(d) of the Disclosure Schedule (the “Assigned Licenses”)Assets; (e) all All rights of the Contributor’s rights and interest in insurance proceeds that may be payable in respect Sellers under or pursuant to any warranties, representations or guarantees made by any Person or affecting or otherwise relating to any of the Contributed Assets under the insurance policies of the Contributor, excluding any insurance proceeds payable in respect of the Retained Assets (“Insurance Proceeds”)Assets; (f) all liens and security interests in favor All rights of the ContributorSellers and DNB to the names "Oaktree Asset Management", whether xxxxxx or inchoate, under any law, rule or regulation arising from "Pin Oak Capital" and "Financial Assets" and all derivations thereof (as more specifically provided in the ownership, operation or use of any of the Contributed Assets; andAssignment described in Section 6.1(h)); (g) all All goodwill of the Contributor’s Sellers; (h) All notes or accounts receivable of the Sellers; (i) Any cash, cash on hand or in banks, cash equivalents, marketable securities and other investments; (j) Any of Sellers' bank and security accounts, safe deposit boxes and vaults, wherever maintained; (k) Any of Sellers' deposits, prepaid expenses, refunds, rights to refunds or reserves for any Taxes, claims or liabilities incurred or accrued prior to the Applicable Closing Date; (l) All Intellectual Property Assets used or held for use in the conduct of the Businesses (including the Sellers' goodwill therein) and interest all rights, privileges, claims, causes of action and options held by the Sellers or DNB relating or pertaining to any counterclaimsthe Assets (the "Intangible ---------- Property"); and -------- (m) Any other assets, set-offs, third party indemnities properties or defenses that rights of the Contributor may have with respect to Sellers reflected on the Post-Closing Liabilities Interim Balance Sheet or acquired or arising after the Contributed AssetsInterim Balance Sheet Date.

Contribution of Assets. Upon On the terms and subject to the conditions contained set forth in this Agreement, at Enovation hereby contributes, assigns, transfers, conveys and delivers the Closing Assets to Newco, and Newco hereby accepts, assumes and receives the ContributorAssets from Enovation, in exchange for the delivery each case effective as of the Contribution Consideration by the Parent Effective Time (as defined in Section 1.6). The “Assets” consist of all of Enovation’s right, title and interest in and to the Contributor, shall contribute, assign, transfer and convey Newco Business (including the goodwill of Enovation related to the Acquiror, Newco Business) and the Acquiror shall acquire and accept from the Contributor, the following assets all of the Contributor relating to assets, properties and other rights of Enovation (in each case other than any of the Refinery, free and clear of all Liens except Permitted Liens, and excluding the foregoing that are Retained Assets (collectivelyas defined in Section 1.2)), wherever located, whether tangible or intangible, recorded or unrecorded, as the “Contributed Assets”):same exist as of the Effective Time, including all of Enovation’s right, title and interest in and to the assets, properties and other rights described in the following subsections: (a) all tangible assets, personal property, fixtures and equipment listed in Section 1.1(a) of the Disclosure Schedule (the “Tangible Property”)RESERVED; (b) all tracts or parcels the real property leases listed on Schedule 1.1(b), the leasehold interest of land listed and described Enovation in Section 1.1(b) of the Disclosure Schedule, together with (i) any reversionary rights attributable thereto; (ii) all claims or demands whatsoever of the Contributor either in law or in equity in or real property leased pursuant to such land; (iii) leases and all buildings, improvements, fixtures, storage tanks, pipelines, valves, meters, measurement stations, equipment, electrical facilities, storage plants and shipping facilities, transformers, power lines, rectifiers, busbars, housings, circuit breakers and all other fixed assets, fixtures and equipment of every type and description owned by the Contributor and structures located on or affixed or attached to such land (collectively, the “Owned Real Property”)real property; (c) any all trucks, automobiles, trailers and all of the Contributor’s Books and Records that relate principally to the Contributed Assets other titled vehicles (the “Assigned Books and RecordsTitled Vehicles”) described on Schedule 1.1(c), excluding any Books and Records of the Contributor that relate principally to (i) organizational or governance proceedings of the Contributor, (ii) the Retained Assets or (iii) the Pre-Closing Liabilities; (d) subject to Section 1.5all items of inventory held for resale, the Licenses that relate to the ownership or operation work-in-process, finished goods, raw materials, supplies, samples and packaging items (including returned goods and any of the Contributed Assets listed aforementioned in Section 1.1(dtransit or in the possession of manufacturers, suppliers, distributors, dealers or other bailees) (collectively, “Inventory”), in each case that are not used primarily in the conduct of the Disclosure Schedule (the “Assigned Licenses”)Retained Business; (e) all of fixtures, furniture, equipment, machinery, tools, dies, spare parts, furnishings, office supplies, computer hardware and peripherals and other tangible personal property (other than Titled Vehicles and Inventory) not described in Section 1.2(e), including the Contributor’s rights and interest in insurance proceeds that may be payable in respect of the Contributed Assets under the insurance policies of the Contributor, excluding any insurance proceeds payable in respect of the Retained Assets (“Insurance Proceeds”tangible personal property listed on Schedule 1.1(e); (f) all liens contracts, personal property leases and security interests other agreements not described in favor Section 1.2(f) (together with the real property leases listed on Schedule 1.1(b), collectively, the “Assigned Contracts”), including the contracts, personal property leases and other agreements listed on Schedule 1.1(f); (g) the patents (including all reissues, divisionals, provisionals, continuations and continuations-in-part, re-examinations, renewals, substitutions and extensions thereof), patent applications and other patent rights, and any other indicia of invention ownership issued by any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law) (“Governmental Authorities”), including inventor’s certificates, xxxxx patents and patent utility models (collectively “Patent Rights”) not described in Section 1.2(g), including the Patent Rights listed on Schedule 1.1(g); (h) trademarks, service marks, trade names, brand names, logos, trade dress, design rights and other similar designations of source, sponsorship, association or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications and renewals for, any of the Contributorforegoing (“Trademark Rights”) not described in Section 1.2(h), including the Trademark Rights listed on Schedule 1.1(h); (i) all intellectual property and industrial property rights and assets, and all rights, interests and protections that are associated with, similar to, or required for the exercise of, any of the foregoing, however arising, pursuant to the laws of any jurisdiction throughout the world, whether xxxxxx registered or inchoateunregistered (other than Patent Rights and Trademark Rights), including any and all: (i) internet domain names, whether or not trademarks, registered in any top-level domain by any authorized private registrar or Governmental Authority, web addresses, web pages, websites and related content, accounts with Twitter, Facebook and other social media companies and the content found thereon and related thereto, and URLs; (ii) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights, author, performer, moral and neighboring rights, and all registrations, applications for registration and renewals of such copyrights; (iii) inventions, discoveries, trade secrets, business and technical information and know-how, databases, data collections and other confidential and proprietary information and all rights therein; and (iv) software and firmware, including data files, source code, object code, application programming interfaces, architecture, files, records, schematics, computerized databases and other related specifications and documentation (collectively, “Other Intellectual Property”) not described in Section 1.2(i), including the Other Intellectual Property listed on Schedule 1.1(i); (j) all rights to xxx for (and remedies against) past, present and future infringements of, and rights of priority and protection of interests under applicable laws in, the Patent Rights, Trademark Rights and Other Intellectual Property described above in this Section 1.1; (k) all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained from any lawGovernmental Authority (collectively, rule “Permits”) not described in Section 1.2(k); (l) all cash (other than Retained Cash (as defined in Section 1.2(l))), cash equivalents, certificates of deposit, treasury bills, treasury notes and marketable securities; (m) all accounts receivable and prepaid expenses not described in Section 1.2(m); (n) all of the capital stock, units, membership interests, partnership interests and other equity securities of (i) GC&I Global, Inc., a Texas corporation, (ii) Xxxxxx Industries, LLC, an Oklahoma limited liability company (“Xxxxxx Industries”), and (iii) EControls, LLC, a Texas limited liability company (collectively, the “Newco Subsidiaries”), and any certificate or regulation arising from the ownership, operation or use other evidence of ownership of any of the Contributed Assetsforegoing (collectively, the “Assigned Securities”); (o) the minute books, equity security transfer ledgers and other corporate books and records relating to the ownership and corporate governance of Newco and the Newco Subsidiaries; (p) all federal, state and local income tax records of Newco and the Newco Subsidiaries, all other tax records not related to the Retained Business and copies of all tax records described in Section 1.2(p); (q) copies of all personnel files related to Transferred Employees (as defined in Section 1.5(a)) or any former employee of Enovation or its subsidiaries; (r) without regard to any duplication of Section 1.2(r), a listing of each customer (including name, address and contact information) to whom Enovation sold (or contracted to sell) or provided any products or services in connection with the Newco Business and each prospect or potential customer identified by Enovation for such products or services; (s) all (i) surveys, title policies and other books, records or documents relating to the real property described in Section 1.1(b), (ii) sales literature, marketing brochures and similar materials relating to the Newco Business, (iii) other books, records or other documents relating to the Newco Business or the other assets, properties and rights described in this Section 1.1, including all records, documents and data relating to customers and suppliers, sales and marketing information and accounting and financial information, in each of the foregoing cases in whatever format they exist, whether in hard copy or electronic format, and wherever located and (iv) other books, records or other documents not described in Section 1.2(s); (t) all telephone and facsimile numbers, post office boxes, telephone and other directory listings and other similar property not described in Section 1.2(t); (u) all rights pursuant to warranties, representations and guarantees made by suppliers, manufacturers, contractors or other parties in connection with any tangible personal property described in this Section 1.1; (v) all insurance policies (including insurance proceeds paid or payable by any insurer in connection with any event, occurrence or circumstance prior to the Effective Time), other than Benefit Plans (as defined in Section 1.2(v)); and (gw) all other intangible rights relating to the Newco Business or any of the Contributor’s rights Assets described above and interest pertaining to any all counterclaims, set-offs, third party indemnities offs or defenses that the Contributor Enovation may have with respect to the Post-Closing Liabilities or the Contributed Assetsany Assumed Liability (as defined in Section 1.3).

Contribution of Assets. Upon On the terms and Contribution Date (as defined below), subject to Section 1.9 hereto and the satisfaction or waiver of the conditions contained in this Agreementprovided for pursuant to Article 5 hereto, at the Closing the Contributor, in exchange for the delivery of the Contribution Consideration by the Parent to the Contributor, Besicorp shall contribute, convey, assign, transfer and convey deliver (collectively, "contribute") to Newco all of Besicorp's right, title and interest in and to all of Besicorp's assets, properties, rights and business of every kind and description, wherever located, other than the Retained Assets and the Retained Subsidiaries (collectively, the "Contributed Assets"). Failure to identify specifically on applicable Schedules hereto any assets, property or rights of Besicorp relating to the AcquirorNewco Businesses or that are intended to be contributed to Newco pursuant to this Agreement, and the Acquiror or any asset, property or right of Besicorp not intended to be a Retained Asset or a Retained Subsidiary, shall acquire and accept not exclude such assets, property or rights from the ContributorContributed Assets. Without limiting the generality of the definition of the Contributed Assets, subject to Section 1.9 hereto the Contributed Assets shall include the following assets of the Contributor relating to the Refinery, free and clear of all Liens except Permitted Liens, and excluding the Retained Assets (collectively, the “Contributed Assets”):Besicorp: (a) all tangible assetsreal property owned in fee, personal propertyand all leases, fixtures easements and equipment other rights and interests in the real property including, without limitation, the properties listed in Section on Schedule 1.1(a) of hereto (collectively, the Disclosure Schedule (the “Tangible Property”"Contributed Realty"); (b) all tracts or parcels of land listed machinery, equipment, plant, vehicles, office furniture and described in Section 1.1(b) of the Disclosure Scheduleequipment, together with (i) any reversionary rights attributable thereto; (ii) all claims or demands whatsoever of the Contributor either in law or in equity in or to such land; (iii) all buildingscomputer hardware, improvementstools, spare parts, other chattels, fixtures, storage tanks, pipelines, valves, meters, measurement stations, equipment, electrical facilities, storage leasehold improvements and shipping facilities, transformers, power lines, rectifiers, busbars, housings, circuit breakers and all other fixed assets, fixtures and equipment of every type and description owned by assets not included in the Contributor and located on or affixed or attached to such land (collectively, the “Owned Real Property”)Retained Assets; (c) any all other contracts, agreements, equipment leases, licenses and all of other instruments excluding the Contributor’s Books and Records that relate principally to the Contributed Assets Retained Instruments (the “"Assigned Books and Records”Instruments"), excluding any Books and Records of the Contributor that relate principally to (i) organizational or governance proceedings of the Contributor, (ii) the Retained Assets or (iii) the Pre-Closing Liabilities; (d) subject to Section 1.5all patents, registrations, tradenames, trademarks and other intellectual property, and pending applications for the Licenses that relate to the ownership same, whether owned or operation licensed, of the Contributed Assets listed in Section 1.1(d) of the Disclosure Schedule any kind (the “Assigned Licenses”"Contributed Intellectual Property"); (e) true and complete copies of all of the Contributor’s rights books and interest in insurance proceeds that may be payable in respect of the Contributed Assets under the insurance policies of the Contributorrecords, excluding any insurance proceeds payable in respect of the Retained Assets (“Insurance Proceeds”)including customer and supplier lists, employee records, tax records, credit files, quotations and bids, all data and all sales literature and specifications; (f) to the extent transferable, all liens governmental licenses, permits, authorizations, consents and security interests in favor of the Contributor, whether xxxxxx or inchoate, under any law, rule or regulation arising from the ownership, operation or use of any of the Contributed Assets; andapprovals; (g) all prepaid expenses and deferred charges, prepaid insurance deposits and insurance premiums and pension assets relating to the Newco Businesses to the extent not reflected on the final Statement delivered pursuant to the Plan of Merger as part of component "A" of the Contributor’s Base Amount; (h) all insurance policies, including insurance policies on Besicorp's executives other than any policy which relates solely to the Retained Businesses (the "Insurance Policies"). (i) to the extent transferable, all rights to contribution protection and covenants not to xxx granted to Besicorp by third parties, including, without limitation, in connection with environmental matters being assumed by Newco; (j) all proprietary or confidential business or technical information, records and policy statements of Besicorp, such as accounting procedures, instructions, organizational manuals, strategic plans and other documents or materials of a general nature; (k) the goodwill; (l) the rights, privileges and benefits, if any, associated with the matters set forth on Schedule 1.5; (m) in accordance with the Order (the "Order") of the United States District Court for the Xxxxxxxx Xxxxxxxx xx Xxx Xxxx 00 Xxx. 0000 (XXX) dated March 18, 1999, the rights and interest pertaining liabilities, if any, pursuant to any counterclaims, set-offs, third party indemnities or defenses that the Contributor may have Order with respect to the Post-Closing Liabilities or contingent assets and/or liabilities of Besicorp, subject to any defenses and rights to offset, in the Contributed Assets.Derivative Actions (as such term is defined in the

Contribution of Assets. Upon (i) On the terms and subject to the conditions contained in this Agreement, at the Closing the Contributor(as defined in SECTION 1E below), in exchange for the delivery of the Contribution Consideration by the Parent to the Contributor, Contributor shall contribute, convey, assign, transfer and convey deliver to the AcquirorContributee all of Contributor's right, title and the Acquiror shall acquire interest in and accept from the Contributor, the following assets of the Contributor relating to the Refinery, free and clear of all Liens except Permitted Liens, and excluding the Retained Assets (collectively, the “Contributed Assets”):to: (a) any and all tangible assets, personal property, fixtures and equipment listed in Section 1.1(a) technology developed or acquired by or licensed to the Contributor as part of the Disclosure Schedule technical infrastructure used by Contributor in the operation of Contributor's Customer Contact Center (the “Tangible Property”"CONTACT CENTER") (such technology, the "TECHNOLOGY");, including without limitation (1) all internally-developed applications, internally-developed integration methods, internally-developed maintenance and use processes, systems and components, and all related sales and marketing rights, currently owned or utilized by Contributor in the operation of the Contact Center, and (2) that Technology more particularly described on Schedule A attached hereto and made a part hereof; and (b) all tracts or parcels of land listed the tangible assets described on Schedule B attached hereto and described in Section 1.1(b) of made a part hereof (the Disclosure Schedule"Tangible Assets" and, together with (i) the Technology, the "Assets"). Such Tangible Assets shall be contributed free of any reversionary rights attributable thereto; encumbrances with all liabilities due and payable prior to the Closing paid by Contributor. For the purposes of this Agreement, "internally-developed" means developed by or for Contributor. (ii) all claims or demands whatsoever of the Contributor either in law or in equity in or to such landCONTRIBUTEE HEREBY ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN SECTION 2 BELOW: (A) CONTRIBUTOR IS TRANSFERRING THE ASSETS IN "AS IS, WHERE IS" CONDITION "WITH ALL FAULTS," WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTIES OF ANY KIND, ORAL OR WRITTEN, EXPRESS, OR IMPLIED, CONCERNING THE ASSETS OR THIS AGREEMENT FROM OR ON BEHALF OF CONTRIBUTOR; AND (iiiB) all buildingsCONTRIBUTOR HAS NOT MADE, improvementsDOES NOT AND WILL NOT MAKE ANY REPRESENTATIONS, fixturesOR WARRANTIES, storage tanksOF ANY KIND, pipelinesORAL OR WRITTEN, valvesEXPRESS OR IMPLIED, metersCONCERNING THE ASSETS, measurement stationsINCLUDING, equipmentWITHOUT LIMITATION (1) THE VALUE, electrical facilitiesMERCHANTABILITY, storage and shipping facilitiesPROFITABILITY, transformersSUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, power lines, rectifiers, busbars, housings, circuit breakers and all other fixed assets, fixtures and equipment of every type and description owned by the Contributor and located on or affixed or attached to such land (collectively, the “Owned Real Property”); (c) any and all of the Contributor’s Books and Records that relate principally to the Contributed Assets (the “Assigned Books and Records”), excluding any Books and Records of the Contributor that relate principally to (i) organizational or governance proceedings of the ContributorOF THE ASSETS, (ii2) the Retained Assets or THE CONDITION, QUALITY, MANNER OF REPAIR, STATE OF REPAIR OR LACK OF REPAIR OF THE ASSETS, OR (iii3) the Pre-Closing Liabilities; (d) subject to Section 1.5THE COMPLIANCE OF THE ASSETS WITH ANY APPLICABLE LAWS, the Licenses that relate to the ownership or operation of the Contributed Assets listed in Section 1.1(d) of the Disclosure Schedule (the “Assigned Licenses”); (e) all of the Contributor’s rights and interest in insurance proceeds that may be payable in respect of the Contributed Assets under the insurance policies of the ContributorRULES, excluding any insurance proceeds payable in respect of the Retained Assets (“Insurance Proceeds”); (f) all liens and security interests in favor of the ContributorSTATUTES, whether xxxxxx or inchoateREGULATIONS, under any law, rule or regulation arising from the ownership, operation or use of any of the Contributed Assets; and (g) all of the Contributor’s rights and interest pertaining to any counterclaims, set-offs, third party indemnities or defenses that the Contributor may have with respect to the Post-Closing Liabilities or the Contributed AssetsCODES OR ORDINANCES.

Contribution of Assets. Upon 1.1 CONTRIBUTED ASSETS. RIAS hereby contributes, conveys, transfers, assigns and delivers to AutoCyte, and AutoCyte accepts from RIAS, on the terms and subject to the conditions contained set forth in this Agreement, at the Closing the Contributor, in exchange for the delivery all of the Contribution Consideration by the Parent to the Contributorproperties, shall contribute, assign, transfer business and convey to the Acquiror, and the Acquiror shall acquire and accept from the Contributor, the following assets of the Contributor Transferred Business of every kind and description, real, personal or mixed, tangible and intangible, wherever located, whether or not appearing in the Balance Sheet (as defined in Section 6.6), including but not limited to the assets set forth or described on SCHEDULE 1.1 attached hereto, but excluding those assets of RIAS relating to the Refinery, free and clear of all Liens except Permitted Liens, and excluding the Retained Assets Transferred Business which are specifically identified on SCHEDULE 1.2 hereto (collectively, the “"CONTRIBUTED ASSETS"). Without limiting the generality of the foregoing, the Contributed Assets”):Assets shall include the following: (a) All of RIAS's interest in and rights under all tangible assets, personal property, fixtures leases of real property and equipment listed all improvements to and buildings thereon used in Section 1.1(a) of connection with the Disclosure Schedule (the “Tangible Property”)Transferred Business; (b) all tracts or parcels of land listed and described in Section 1.1(b) of the Disclosure Schedule, together with (i) any reversionary rights attributable thereto; (ii) all claims or demands whatsoever of the Contributor either in law or in equity in or to such land; (iii) all buildings, improvements, fixtures, storage tanks, pipelines, valves, meters, measurement stationsAll machinery, equipment, electrical facilitiestools, storage supplies, leasehold improvements, construction in progress, furniture and shipping facilitiesfixtures, transformers, power lines, rectifiers, busbars, housings, circuit breakers and all other fixed assets, fixtures and equipment of every type and description owned by assets used in connection with the Contributor and located on or affixed or attached to such land (collectively, the “Owned Real Property”)Transferred Business; (c) any and all All inventories of the Contributor’s Books Transferred Business, including without limitation, finished goods, work-in-progress and Records that relate principally to the Contributed Assets (the “Assigned Books and Records”), excluding any Books and Records raw materials of the Contributor that relate principally to (i) organizational or governance proceedings of the Contributor, (ii) the Retained Assets or (iii) the Pre-Closing LiabilitiesTransferred Business; (d) subject to Section 1.5, the Licenses that relate to the ownership or operation All receivables of the Contributed Assets listed Transferred Business, including without limitation all trade accounts receivable arising from sales on inventory in Section 1.1(d) the ordinary course of the Disclosure Schedule (the “Assigned Licenses”)business, notes receivable and insurance proceeds receivable; (e) All of RIAS's interest in and rights under all service agreements, supply contracts, purchase orders, purchase commitments and leases of personal property made by RIAS in the ordinary course of business of the Contributor’s Transferred Business, all agreements to which RIAS is a party or by which it is bound relating to the Transferred Business and all other choses in action, causes of action and other rights and interest in insurance proceeds that may be payable in respect of every kind of RIAS relating to the Contributed Assets under the insurance policies of the Contributor, excluding any insurance proceeds payable in respect of the Retained Assets (“Insurance Proceeds”)Transferred Business; (f) all liens All operating data and security interests in favor records of RIAS relating to the Transferred Business, including without limitation financial, accounting and credit records, correspondence, budgets and other similar documents and records; (g) All of the Contributor, whether xxxxxx or inchoate, under any law, rule or regulation arising from proprietary rights of RIAS relating to the ownership, operation or use of any of Transferred Business and the Contributed Assets, including without limitation all trademarks, trade names, patents, licenses thereof, patents applications, trade secrets, technology, know-how, formulae, designs and drawings, computer software, slogans, copyrights, processes operating rights, other licenses and permits, and other similar intangible property and rights; (h) All prepaid and deferred items of RIAS relating to the Transferred Business, including without limitation prepaid rentals, taxes and unbilled charges and deposits relating to the operations of the Transferred Business; and (gi) all All of the Contributor’s rights and interest pertaining to any counterclaims, set-offs, third party indemnities or defenses that the Contributor may have with respect intangibles of RIAS relating to the Post-Closing Liabilities or the Contributed AssetsTransferred Business.

Contribution of Assets. Upon Except as provided in Section 2.3, as of the terms Effective Date, and subject after giving effect to the conditions contained conveyance set forth in this AgreementSection 2.1, at the Closing the ContributorBioValve and BTI hereby assign, in exchange for the delivery of the Contribution Consideration by the Parent transfer, convey and deliver to the Contributor, shall contribute, assign, transfer and convey to the Acquiror, and the Acquiror shall acquire and accept from the Contributor, the following assets of the Contributor relating to the Refinery, Company free and clear of all Liens except Permitted Liens(other than Liens resulting from Assumed Liabilities), and excluding the Retained Company acquires from BioValve and BTI, all of the right, title and interest of BioValve and BTI in and to all of the assets, properties, rights and business of BioValve and BTI as of the Effective Date (other than any Excluded Asset) to the extent relating to the Device Assets of every kind, nature, type and description, real, personal and mixed, tangible and intangible, wherever located, whether known or unknown, fixed or unfixed, or otherwise, whether or not specifically referred to in this Agreement and whether or not reflected on the books and records of BioValve or BTI (collectively, the “Contributed Assets”):) including the following: (a) all tangible supplies and inventories, including goods in transit, finished goods, works-in-process, components, raw materials and any other inventory (the “Contributed Inventory”); (b) all assets, furniture and fixtures (of every kind and nature and description, whether tangible or intangible, real, personal propertyor mixed, fixtures and equipment listed in each case to the extent related to the Device Assets) that are physically located on the Effective Date at the premises referenced in Section 1.1(a4.2 hereof; (c) the Contracts set forth on Section 2.2(c) of the Disclosure Schedule (the “Tangible PropertyScheduled Contracts”); (b) all tracts or parcels specifying in each case the name of, date of land listed and described in Section 1.1(b) of the Disclosure Schedule, together with (i) any reversionary rights attributable thereto; (ii) all claims or demands whatsoever of the Contributor either in law or in equity in or parties to such land; (iii) all buildings, improvements, fixtures, storage tanks, pipelines, valves, meters, measurement stations, equipment, electrical facilities, storage and shipping facilities, transformers, power lines, rectifiers, busbars, housings, circuit breakers Contract and all other fixed assetsamendments, fixtures modifications and equipment of every type and description owned by the Contributor and located on or affixed or attached to such land (collectively, the “Owned Real Property”); (c) any and all of the Contributor’s Books and Records that relate principally to the Contributed Assets (the “Assigned Books and Records”), excluding any Books and Records of the Contributor that relate principally to (i) organizational or governance proceedings of the Contributor, (ii) the Retained Assets or (iii) the Pre-Closing Liabilitiessupplements thereto; (d) subject all lists, documents, records, written information, product data, manuals, studies, reports, computer files and other computer readable media and any confidential information that has been reduced to Section 1.5writing or electronic form, the Licenses that relate in each case, to the ownership or operation of extent related to the Contributed Assets listed in Section 1.1(d) of the Disclosure Schedule (the “Assigned Licenses”)Device Assets; (e) all of rights under express or implied warranties from suppliers and vendors to the Contributor’s extent such rights and interest in insurance proceeds that may be payable in respect of relate to the Contributed Assets under the insurance policies of the Contributor, excluding any insurance proceeds payable in respect of the Retained Assets (“Insurance Proceeds”)Device Assets; (f) all liens Intellectual Property Rights and security interests related goodwill; (g) all rights under any non-disclosure agreements, non-solicitation agreements and non-competition agreements entered into with any parties to the extent related to the Device Assets as set forth in favor Section 2.2(g) of the ContributorDisclosure Schedule; (h) all prepaid expenses and other deposits to the extent related to the Device Assets; (i) other than with respect to Taxes, whether xxxxxx all rights and claims, including refunds, relating to or inchoate, under any law, rule or regulation arising from the ownership, operation or use of any out of the Contributed Device Assets; and (gj) all of the Contributor’s rights and interest pertaining to any counterclaims, set-offs, third party indemnities other assets or defenses that the Contributor may have with respect movable property to the Post-Closing Liabilities or extent related to the Contributed Device Assets.

Contribution of Assets. Upon (a) On the terms and subject to the conditions contained in this Agreement, at effective upon the Closing the ContributorEffective Date, in exchange for the delivery of the Contribution Consideration by the Parent as a contribution to the Contributorcapital, shall contributeCardigant hereby contributes, assignconveys, transfer assigns, transfers and convey to the Acquirordelivers, and the Acquiror shall acquire Company hereby accepts, all assets, properties, rights, titles and accept from interests that are used or held for use by the ContributorBusiness of every kind or nature owned, leased, licensed or otherwise held by Cardigant (including indirect and other forms of beneficial ownership) as of the date of this Agreement, whether tangible, intangible, real or personal and wherever located, including, without limitation, all of the following assets of the Contributor relating to the Refineryassets, free and clear of all Liens except Permitted Liens, and but excluding the Retained Excluded Assets (collectively, the “Contributed Assets”): (ai) all tangible billed and unbilled accounts receivable and all correspondence with respect thereto, including all accounts receivable, notes receivable from customers, vendor credits and accounts receivable from employees and all other obligations from customers with respect to sales of goods or services, regardless of whether evidenced by a note; (ii) all prepayments, prepaid expenses and other similar assets, including deposits under leases, but excluding such items as are associated primarily with Excluded Liabilities; (iii) all rights and interests of Cardigant to leased or subleased real property; (iv) all inventory; (v) all rights of Cardigant in and to machinery, equipment, furniture, automobiles and other vehicles, spare parts and supplies, computers and all related equipment, telephones and all related equipment and all other tangible personal property, fixtures and equipment listed in Section 1.1(a; (vi) of all rights existing under all contracts related to the Disclosure Schedule Business to which Cardigant is a party (the “Tangible PropertyContributed Contracts”); (bvii) all tracts or parcels claims, deposits, prepayments, warranties, guarantees, refunds, causes of land listed action, rights of recovery, rights of set-off and described in Section 1.1(b) rights of the Disclosure Schedule, together with (i) any reversionary rights attributable thereto; (ii) all claims or demands whatsoever of the Contributor either in law or in equity in or to such land; (iii) all buildings, improvements, fixtures, storage tanks, pipelines, valves, meters, measurement stations, equipment, electrical facilities, storage and shipping facilities, transformers, power lines, rectifiers, busbars, housings, circuit breakers and all other fixed assets, fixtures and equipment recoupment of every type kind and description owned by the Contributor and located on or affixed or attached to such land (collectively, the “Owned Real Property”); (c) any and all of the Contributor’s Books and Records that relate principally nature with respect to the Contributed Assets (or the “Assigned Books and Records”), excluding any Books and Records of the Contributor that relate principally to (i) organizational or governance proceedings of the Contributor, (ii) the Retained Assets or (iii) the Pre-Closing Assumed Liabilities; (dviii) subject to Section 1.5, the Licenses that relate all intellectual property related to the ownership Business; (ix) all goodwill associated with the Business as a going concern; (x) all permits related to the Business; (xi) all equity interests in subsidiaries of Cardigant; (xii) copies of all customer and supplier lists, customer and supplier records and data, invoices and all books, records and accounts, financial records, manuals, studies, reports or operation summaries, sales and promotional literature, and copies of all tax notes, worksheets, files or documents relating thereto, to the extent related to the Business, in each case, whether in written or electronic format; (xiii) all rights to receive and retain mail and other communications relating to the Business, the Contributed Assets listed in Section 1.1(d) of and the Disclosure Schedule (the “Assigned Licenses”); (e) all of the Contributor’s rights and interest in insurance proceeds that may be payable in respect of the Contributed Assets under the insurance policies of the Contributor, excluding any insurance proceeds payable in respect of the Retained Assets (“Insurance Proceeds”); (f) all liens and security interests in favor of the Contributor, whether xxxxxx or inchoate, under any law, rule or regulation arising from the ownership, operation or use of any of the Contributed AssetsAssumed Liabilities; and (gxiv) all bank accounts and lockboxes of Cardigant relating to the ContributorBusiness. (b) 2- (i) Cardigant’s rights under or pursuant to this Agreement; (ii) any right to receive mail and interest pertaining other communications addressed to any counterclaims, set-offs, third party indemnities or defenses that the Contributor may have with respect Cardigant relating to the Post-Closing Liabilities or Excluded Assets; (iii) any capital stock of Cardigant and (originals of) its minute books and shareholder and stock transfer records and similar corporate records; (iv) all (originals of) tax returns of Cardigant; and (v) the Contributed Assetsassets listed on Schedule 1.1(b)(v).

Contribution of Assets. Upon The parties agree that the terms and subject to the conditions contained in this Agreement, at the Closing the Contributor, in exchange for the delivery of the Contribution Consideration by the Parent to the Contributor, shall contribute, assign, transfer and convey to the Acquiror, “Weatherford Contributed Assets” and the Acquiror “Schlumberger Contributed Assets” shall acquire and accept from the Contributor, mean each of the following assets of the Contributor relating Weatherford Entities or the Schlumberger Entities, respectively, to the Refineryextent primarily related to the Weatherford Business or the Schlumberger Business, free and clear of all Liens except Permitted Liens, and excluding the Retained Assets (collectively, the “Contributed Assets”):as applicable: (a) all tangible assetsinventory, personal propertyraw materials, fixtures work-in-process, finished goods, purchased goods, materials and equipment listed supplies, including in-transit inventories, spare parts and stores, used or intended to be used primarily in Section 1.1(a) of connection with the Disclosure Schedule (the “Tangible Property”)Business, including all Products; (b) all tracts deposits (including customer deposits and security deposits for rent, electricity, telephone or parcels of land listed otherwise) and described in Section 1.1(b) of the Disclosure Schedule, together with (i) any reversionary rights attributable thereto; (ii) all claims or demands whatsoever of the Contributor either in law or in equity in or to such land; (iii) all buildings, improvements, fixtures, storage tanks, pipelines, valves, meters, measurement stations, equipment, electrical facilities, storage prepaid charges and shipping facilities, transformers, power lines, rectifiers, busbars, housings, circuit breakers and all other fixed assets, fixtures and equipment of every type and description owned by the Contributor and located on or affixed or attached to such land (collectively, the “Owned Real Property”)expenses; (c) any all rights to Owned Real Property, Leased Real Property and Other Real Property Rights, together with all of the Contributor’s Books improvements, fixtures and Records that relate principally to the Contributed Assets (the “Assigned Books other appurtenances thereto and Records”), excluding any Books and Records of the Contributor that relate principally to (i) organizational or governance proceedings of the Contributor, (ii) the Retained Assets or (iii) the Pre-Closing Liabilitiesrights in respect thereof; (d) subject to Section 1.5, the Licenses that relate to Furniture and the ownership or operation of the Contributed Assets listed in Section 1.1(d) of the Disclosure Schedule (the “Assigned Licenses”)Equipment; (e) all of the Contributor’s rights and interest in insurance proceeds that may be payable in respect of the Contributed Assets under the insurance policies of the Contributor, excluding Intellectual Property (except any insurance proceeds payable in respect of the Retained Assets (“Insurance Proceeds”trade name declarations); (f) all liens and security interests in favor of the Contributor, whether xxxxxx or inchoate, under any law, rule or regulation arising from the ownership, operation or use of any of the Contributed Assets; andContracts; (g) all Documents that are used in, held for use in or intended to be used in, or that arise primarily out of, the Business, including Documents relating to Products, services, marketing, advertising, promotional materials, Contributed Intellectual Property, personnel files for Transferred Employees and all files, customer files and documents (including credit information), customer and supplier lists, records, literature and correspondence, whether or not physically located on any of the Contributor’s premises referred to in clause (d) above, but excluding personnel files for Employees who are not Transferred Employees (provided that each of the Weatherford Entities and the Schlumberger Entities shall be entitled to retain a copy of all Documents that are not used exclusively in the Business for continued use outside of the Business); (h) all Permits used exclusively in connection with the Business; (i) all rights under non-disclosure or confidentiality, non-compete, or non-solicitation agreements with Employees and interest pertaining to any counterclaims, set-offs, agents or with third party indemnities or defenses that the Contributor may have with respect parties to the Post-Closing Liabilities extent relating to the Business or the Contributed Assets (or any portion thereof); (j) all rights under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors to the extent relating to products sold, or services provided, or to the extent affecting any Contributed Assets; (k) all goodwill associated with the Business and the Contributed Intellectual Property; (l) the assets and business comprising the Weatherford Entities’ offshore Pacific Division (regardless of whether such division operates within the Territory); and (m) the assets set forth on Schedule 3.1(m).

Contribution of Assets. Upon On the Closing Date and on the terms and ---------------------- subject to the conditions contained set forth in this Agreement, at the Closing the ContributorCompany agrees to sell, in exchange for the delivery of the Contribution Consideration by the Parent to the Contributor, shall contributetransfer, assign, transfer contribute, convey and convey deliver to the AcquirorPurchaser, as a contribution to Purchaser's capital, and the Acquiror shall acquire Purchaser agrees to purchase, acquire, accept and accept assume from the ContributorCompany, the following assets all of the Contributor relating Company's right, title and interest as of the Closing Date in and to all of the Refinery, free and clear of all Liens except Permitted Liens, and excluding the Retained Assets (collectively, the “Contributed Assets”): (a) all tangible Company's assets, personal property, fixtures properties and equipment listed in Section 1.1(a) of rights (other than the Disclosure Schedule (the “Tangible Property”); (b) all tracts or parcels of land listed and Excluded Assets described in Section 1.1(b2.2) of used or useful in the Disclosure ScheduleBusiness, together with (i) any reversionary rights attributable thereto; (ii) all claims wherever located and whether or demands whatsoever of not reflected on the Contributor either in law or in equity in or to such land; (iii) all buildings, improvements, fixtures, storage tanks, pipelines, valves, meters, measurement stations, equipment, electrical facilities, storage and shipping facilities, transformers, power lines, rectifiers, busbars, housings, circuit breakers and all other fixed assets, fixtures and equipment of every type and description owned by the Contributor and located on or affixed or attached to such land (collectively, the “Owned Real Property”); (c) any and all of the Contributor’s Books and Records that relate principally to the Contributed Assets (the “Assigned Books and Records”), excluding any Books and Records of the Contributor that relate principally Company, in each case free and clear of any Liens other than Permitted Liens (collectively, the "Assets"), including without ------ limitation the following: (a) All of the Company's active Clients as of the Closing Date and the Investment Advisory Contracts related to such Clients, except those Clients and their related Investment Advisory Contracts (i) organizational listed on Schedule 2.1(a), or governance proceedings of the Contributor, (ii) listed on Schedule 5.3 and for which Confirming --------------- ------------ Consents have not been obtained by the Retained Assets Adjustment Date (collectively, the "Transferred Clients"); ------------------- (b) The Company's lists of current, prior, active or inactive Clients or prospective Clients (iiia list of the Company's active clients as of the hereof is attached as Schedule 2.1(b)); --------------- (c) All furniture, fixtures and equipment located in the Pre-Closing Liabilities;Company's offices in New York, New York or, if not located in such offices, as necessary for the operations of its Business (the "FF&E); ---- (d) subject to Section 1.5, the Licenses that relate All Books and Records relating to the ownership Business or operation any of the Contributed Assets listed in Section 1.1(d) of the Disclosure Schedule (the “Assigned Licenses”)Assets; (e) all All rights of the Contributor’s rights and interest in insurance proceeds that may be payable in respect Company under or pursuant to any warranties, representations or guarantees made by any Person or affecting or otherwise relating to any of the Contributed Assets under the insurance policies of the Contributor, excluding any insurance proceeds payable in respect of the Retained Assets (“Insurance Proceeds”); Assets; (f) all liens and security interests in favor All rights of the Contributor, whether xxxxxx or inchoate, under any law, rule or regulation arising from the ownership, operation or use of any of the Contributed Assets; and (g) all of the Contributor’s rights Company and interest pertaining to any counterclaims, set-offs, third party indemnities or defenses that the Contributor may have with respect Unified to the Post-Closing Liabilities or name "Fiduciary Counsel" and all derivations thereof (as more specifically provided in the Contributed Assets.Assignment described in Section 6.1(h));

Contribution of Assets. Upon On the terms and subject to the conditions contained and other provisions set forth in this Agreement, at the Closing Closing, Transposagen will contribute, convey and assign to Poseida, the Contributorentire right, title and interest in exchange for the delivery of the Contribution Consideration by the Parent and to the Contributorfollowing assets, shall contributeproperties and rights of Transposagen (whether tangible or intangible, assignwhether real, transfer and convey to the Acquirorpersonal or mixed, whether fixed, contingent or otherwise, and the Acquiror shall acquire and accept from the Contributor, the following assets of the Contributor relating to the Refinery, free and clear of all Liens except Permitted Liens, and excluding the Retained Assets (collectively, the “Contributed Assets”), free and clear of any security interest, lien, charge, encumbrance, claim, condition or restriction of any kind (“Encumbrances”) other than the Permitted Encumbrances (as defined below): (a) all tangible of the assets, personal property, fixtures properties and equipment listed in Section rights that are set forth on Schedule 1.1(a) of the Disclosure Schedule (the “Tangible Property”); (b) all tracts or parcels of land listed Transposagen’s rights under the agreements and other instruments described in Section on Schedule 1.1(b) (the “Assumed Contracts”), including all receivables under the Assumed Contracts; (c) all of the Disclosure Schedule, together with Company’s rights in and to the Intellectual Property described on Schedule 1.1.(c) (i) any reversionary rights attributable thereto; (ii) all claims or demands whatsoever of the Contributor either in law or in equity in or to such land; (iii) all buildings, improvements, fixtures, storage tanks, pipelines, valves, meters, measurement stations, equipment, electrical facilities, storage and shipping facilities, transformers, power lines, rectifiers, busbars, housings, circuit breakers and all other fixed assets, fixtures and equipment of every type and description owned by the Contributor and located on or affixed or attached to such land (collectively, the “Owned Real Contributed Intellectual Property”); (c) any and all of the Contributor’s Books and Records that relate principally to the Contributed Assets (the “Assigned Books and Records”), excluding any Books and Records of the Contributor that relate principally to (i) organizational or governance proceedings of the Contributor, (ii) the Retained Assets or (iii) the Pre-Closing Liabilities; (d) subject to Section 1.5, cash in the Licenses that relate to the ownership or operation amount of the Contributed Assets listed in Section 1.1(d) of the Disclosure Schedule (the “Assigned Licenses”)$300,000; (e) all of the Contributor’s rights product manufacturing, release or handling data and interest in insurance proceeds that may be payable in respect of the Contributed Assets under the insurance policies of the Contributor, excluding any insurance proceeds payable in respect of the Retained Assets (“Insurance Proceeds”clinical data and documentation described on Schedule 1.1(e); (f) all liens data and security interests in favor documentation arising out of the Contributor, whether xxxxxx or inchoate, under any law, rule or regulation arising resulting from the ownership, operation or use of any of the Contributed Assets; andthose studies described on Schedule 1.1(f); (g) all rights, privileges, claims and causes of the Contributor’s rights and interest pertaining to any counterclaims, set-offs, third party indemnities action (regardless of whether or defenses that the Contributor may not such claims or causes of action are known by Transposagen or have with respect been asserted by Transposagen) arising out of or relating to the Post-Closing Liabilities ownership, performance or use of the Contributed Assets; (h) all goodwill, intangible assets and going concern value directly related to the Transferred Business; (i) and all books, records, documents, schematics, diagrams and manuals of the Company pertaining to the assets described in clauses (a) through (h) above or otherwise to the extent directly related to the Transferred Business, including (i) all portions of laboratory notebooks which relate to the Contributed Intellectual Property or contain any of the data referred to in Schedule 1.1(e) or Schedule 1.1(f); and (ii) all financial and accounting records payroll and personnel records related to the Poseida Personnel.

Contribution of Assets. Upon On the terms and subject to the conditions contained in this Agreementhereof, at the Closing the ContributorTransferor hereby contributes, in exchange for the delivery of the Contribution Consideration by the Parent conveys, assigns, transfers and delivers to the Contributor, shall contribute, assign, transfer and convey to the AcquirorCompany, and the Acquiror shall acquire Company hereby acquires and accept accepts from the ContributorTransferor, all of Transferor’s right, title and interest in and to the following assets assets, properties, rights and interests of the Contributor relating to the Refinery, free and clear of all Liens except Permitted Liens, and excluding the Retained Assets Transferor (collectively, the “Contributed Assets”):), free and clear of all Liens other than Permitted Liens: (a) all tangible assets, personal property, fixtures and equipment listed in Section 1.1(a) of the Disclosure loans evidenced by the Notes listed on Schedule A (collectively, the “Tangible PropertyContributed Loans”), including, without limitation, all of Transferor’s right, title and interest in and to the Notes and the Loan Documents, all amounts due and owing thereunder, all Collateral secured thereby, and any pre-paid interest reserves associated therewith; (b) all tracts or parcels of land listed and described in Section 1.1(b) of the Disclosure Schedule, together with (i) any reversionary rights attributable thereto; (ii) all claims or demands whatsoever of the Contributor either in law or in equity in or to such land; (iii) all buildings, improvements, fixtures, storage tanks, pipelines, valves, meters, measurement stations, equipment, electrical facilities, storage and shipping facilities, transformers, power lines, rectifiers, busbars, housings, circuit breakers and all other fixed assets, fixtures and equipment of every type and description owned by the Contributor and located Equity Interests listed on or affixed or attached to such land Schedule B (collectively, the “Owned Real PropertyContributed Equity Interests”), including, without limitation, all of Transferor’s right, title and interest in and to the Constituent Documents evidencing the Contributed Equity Interests identified on Schedule B (collectively, the “Contributed Constituent Documents”), and all amounts distributed in accordance therewith; (c) any and all of Transferor’s claims, deposits, prepayments, refunds, credits, causes of action, lights of recovery and set-off of any kind relating to the Contributor’s Books Contributed Loans or the Contributed Equity Interests (other than those that are Excluded Liabilities and Records those that relate principally to any Taxes); and (d) all Cash on Hand of Transferor as of the Closing Date. Nothing in this Section 1.1 shall obligate the Company to assume any Liability, whether related to the Contributed Assets (or otherwise, unless the “Assigned Books and Records”), excluding any Books and Records of the Contributor that relate principally to (i) organizational or governance proceedings of the Contributor, (ii) the Retained Assets or (iii) the Pre-Closing Liabilities; (d) subject to Section 1.5, the Licenses that relate Company expressly assumes such Liability pursuant to the ownership or operation terms and conditions of the Contributed Assets listed in Section 1.1(d) 1.2 of the Disclosure Schedule (the “Assigned Licenses”); (e) all of the Contributor’s rights and interest in insurance proceeds that may be payable in respect of the Contributed Assets under the insurance policies of the Contributor, excluding any insurance proceeds payable in respect of the Retained Assets (“Insurance Proceeds”); (f) all liens and security interests in favor of the Contributor, whether xxxxxx or inchoate, under any law, rule or regulation arising from the ownership, operation or use of any of the Contributed Assets; and (g) all of the Contributor’s rights and interest pertaining to any counterclaims, set-offs, third party indemnities or defenses that the Contributor may have with respect to the Post-Closing Liabilities or the Contributed Assetsthis Agreement.

Contribution of Assets. Upon the terms and subject 2.1 Agreement to the conditions contained in this Agreement, Contribute. ----------------------- (i) at the Closing the ContributorFirst Closing, in exchange for the delivery all of the Contribution Consideration by Assets of the Parent to the Contributor, shall contribute, assign, transfer and convey to the Acquiror, and the Acquiror shall acquire and accept from the ContributorAtlanta Muzak Franchise, the following assets Ft. Xxxxx Muzak Franchise and, if the Triathlon Acquisition has been consummated before the First Closing Date, the Omaha Muzak Franchise; and (ii) at the Second Closing, all of the Contributor relating to the Refinery, free and clear of all Liens except Permitted Liens, and excluding the Retained Assets (collectively, the “Contributed Assets”): (a) all tangible assets, personal property, fixtures and equipment listed in Section 1.1(a) of the Disclosure Schedule (Omaha Muzak Franchise if such Assets were not previously contributed to ACN Holdings at the “Tangible Property”);First Closing. (b) all tracts or parcels of land listed The Assets to be assigned, transferred and described in Section 1.1(b) of delivered by Capstar hereunder shall include the Disclosure Schedule, together with following: (i) any reversionary rights attributable thereto; All current assets of the Contributed Franchises as determined in accordance with GAAP; (ii) all claims or demands whatsoever of the Contributor either in law or in equity in or to such land; All Personal Property; (iii) all buildings, improvements, fixtures, storage tanks, pipelines, valves, meters, measurement stations, equipment, electrical facilities, storage and shipping facilities, transformers, power lines, rectifiers, busbars, housings, circuit breakers and all other fixed assets, fixtures and equipment of every type and description owned by the Contributor and located on or affixed or attached to such land (collectively, the “Owned All Leased Real Property”); (civ) All Licenses; (v) All Assumed Contracts; (vi) All Intellectual Property; (vii) Each Contributed Franchise's technical information and data, machinery and equipment warranties (to the extent such warranties are assignable), if any, maps, plans, diagrams, blueprints and schematics relating to such Contributed Franchise, if any, including filings with any and all of the Contributor’s Books and Records that Governmental Entity which relate principally to the Contributed Assets (Franchise, and goodwill relating to the “Assigned Books and Records”), excluding any Books and Records of the Contributor that relate principally to (i) organizational or governance proceedings of the Contributor, (ii) the Retained Assets or (iii) the Pre-Closing Liabilitiesforegoing; (dviii) All books and records principally relating to each Contributed Franchise, including (A) an executed copy of each Assumed Contract, or if no executed agreement exists, summaries of each Assumed Contract transferred pursuant to clause (v) above and (B) all records, if any, required by any Governmental Entity to be kept by a Contributed Franchise, subject to Section 1.5the right of Capstar to copy and have such books and records made reasonably available to Capstar for tax and other legitimate organization purposes for a period of four years after the applicable Closing; (ix) To the extent assignable, all computer programs and software, and all rights and interests of Capstar in and to any computer programs and software principally used or held for principal use in connection with the Licenses that relate to the ownership business or operation operations of the Contributed Assets listed in Section 1.1(d) of the Disclosure Schedule (the “Assigned Licenses”)Franchises; (ex) all of the Contributor’s rights and interest All Choses in insurance proceeds that may be payable in respect of the Contributed Assets under the insurance policies of the Contributor, excluding any insurance proceeds payable in respect of the Retained Assets (“Insurance Proceeds”); (f) all liens and security interests in favor of the Contributor, whether xxxxxx or inchoate, under any law, rule or regulation arising from the ownership, operation or use of any of the Contributed AssetsAction; and (gxi) All intangible assets of Capstar principally relating to the Contributed Franchises not specifically described above, including goodwill, and all other assets principally used or held for principal use in connection with the business or operations of the Contributor’s rights and interest pertaining to any counterclaims, set-offs, third party indemnities or defenses that the Contributor may have with respect to the Post-Closing Liabilities or the Contributed AssetsFranchises.

Contribution of Assets. Upon On the terms and subject to the conditions contained set forth in this Agreement, at Enovation hereby contributes, assigns, transfers, conveys and delivers the Closing Assets to Newco, and Newco hereby accepts, assumes and receives the ContributorAssets from Enovation, in exchange for the delivery each case effective as of the Contribution Consideration by the Parent Effective Time (as defined in Section 1.6). The “Assets” consist of all of Enovation’s right, title and interest in and to the Contributor, shall contribute, assign, transfer and convey Newco Business (including the goodwill of Enovation related to the Acquiror, Newco Business) and the Acquiror shall acquire and accept from the Contributor, the following assets all of the Contributor relating to assets, properties and other rights of Enovation (in each case other than any of the Refinery, free and clear of all Liens except Permitted Liens, and excluding the foregoing that are Retained Assets (collectivelyas defined in Section 1.2)), wherever located, whether tangible or intangible, recorded or unrecorded, as the “Contributed Assets”):same exist as of the Effective Time, including all of Enovation’s right, title and interest in and to the assets, properties and other rights described in the following subsections: (a) all tangible assets, personal property, fixtures and equipment listed in Section the real property described on Schedule 1.1(a) of the Disclosure Schedule (the “Tangible Property”)and all buildings, plants and structures located on such real property; (b) all tracts or parcels the real property leases listed on Schedule 1.1(b), the leasehold interest of land listed and described Enovation in Section 1.1(b) of the Disclosure Schedule, together with (i) any reversionary rights attributable thereto; (ii) all claims or demands whatsoever of the Contributor either in law or in equity in or real property leased pursuant to such land; (iii) leases and all buildings, improvements, fixtures, storage tanks, pipelines, valves, meters, measurement stations, equipment, electrical facilities, storage plants and shipping facilities, transformers, power lines, rectifiers, busbars, housings, circuit breakers and all other fixed assets, fixtures and equipment of every type and description owned by the Contributor and structures located on or affixed or attached to such land (collectively, the “Owned Real Property”)real property; (c) any all trucks, automobiles, trailers and all of the Contributor’s Books and Records that relate principally to the Contributed Assets other titled vehicles (the “Assigned Books and RecordsTitled Vehicles”) described on Schedule 1.1(c), excluding any Books and Records of the Contributor that relate principally to (i) organizational or governance proceedings of the Contributor, (ii) the Retained Assets or (iii) the Pre-Closing Liabilities; (d) subject to Section 1.5all items of inventory held for resale, the Licenses that relate to the ownership or operation work-in-process, finished goods, raw materials, supplies, samples and packaging items (including returned goods and any of the Contributed Assets listed aforementioned in Section 1.1(dtransit or in the possession of manufacturers, suppliers, distributors, dealers or other bailees) (collectively, “Inventory”), in each case that are not used primarily in the conduct of the Disclosure Schedule (the “Assigned Licenses”)Retained Business; (e) all of fixtures, furniture, equipment, machinery, tools, dies, spare parts, furnishings, office supplies, computer hardware and peripherals and other tangible personal property (other than Titled Vehicles and Inventory) not described in Section 1.2(e), including the Contributor’s rights and interest in insurance proceeds that may be payable in respect of the Contributed Assets under the insurance policies of the Contributor, excluding any insurance proceeds payable in respect of the Retained Assets (“Insurance Proceeds”tangible personal property listed on Schedule 1.1(e); (f) all liens contracts, personal property leases and security interests other agreements not described in favor Section 1.2(f) (together with the real property leases listed on Schedule 1.1(b), collectively, the “Assigned Contracts”), including the contracts, personal property leases and other agreements listed on Schedule 1.1(f); (g) the patents (including all reissues, divisionals, provisionals, continuations and continuations-in-part, re-examinations, renewals, substitutions and extensions thereof), patent applications and other patent rights, and any other indicia of invention ownership issued by any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law) (“Governmental Authorities”), including inventor’s certificates, pxxxx patents and patent utility models (collectively “Patent Rights”) not described in Section 1.2(g), including the Patent Rights listed on Schedule 1.1(g); (h) trademarks, service marks, trade names, brand names, logos, trade dress, design rights and other similar designations of source, sponsorship, association or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications and renewals for, any of the Contributorforegoing (“Trademark Rights”) not described in Section 1.2(h), including the Trademark Rights listed on Schedule 1.1(h); (i) all intellectual property and industrial property rights and assets, and all rights, interests and protections that are associated with, similar to, or required for the exercise of, any of the foregoing, however arising, pursuant to the laws of any jurisdiction throughout the world, whether xxxxxx registered or inchoateunregistered (other than Patent Rights and Trademark Rights), including any and all: (i) internet domain names, whether or not trademarks, registered in any top-level domain by any authorized private registrar or Governmental Authority, web addresses, web pages, websites and related content, accounts with Twitter, Facebook and other social media companies and the content found thereon and related thereto, and URLs; (ii) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights, author, performer, moral and neighboring rights, and all registrations, applications for registration and renewals of such copyrights; (iii) inventions, discoveries, trade secrets, business and technical information and know-how, databases, data collections and other confidential and proprietary information and all rights therein; and (iv) software and firmware, including data files, source code, object code, application programming interfaces, architecture, files, records, schematics, computerized databases and other related specifications and documentation (collectively, “Other Intellectual Property”) not described in Section 1.2(i), including the Other Intellectual Property listed on Schedule 1.1(i); (j) all rights to sxx for (and remedies against) past, present and future infringements of, and rights of priority and protection of interests under applicable laws in, the Patent Rights, Trademark Rights and Other Intellectual Property described above in this Section 1.1; (k) all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained from any lawGovernmental Authority (collectively, rule “Permits”) not described in Section 1.2(k); (l) all cash (other than Retained Cash (as defined in Section 1.2(l))), cash equivalents, certificates of deposit, treasury bills, treasury notes and marketable securities; (m) all accounts receivable and prepaid expenses not described in Section 1.2(m); (n) all of the capital stock, units, membership interests, partnership interests and other equity securities of (i) GC&I Global, Inc., a Texas corporation, (ii) Mxxxxx Industries, LLC, an Oklahoma limited liability company (“Mxxxxx Industries”), and (iii) EControls, LLC, a Texas limited liability company (collectively, the “Newco Subsidiaries”), and any certificate or regulation arising from the ownership, operation or use other evidence of ownership of any of the Contributed Assetsforegoing (collectively, the “Assigned Securities”); (o) the minute books, equity security transfer ledgers and other corporate books and records relating to the ownership and corporate governance of Newco and the Newco Subsidiaries; (p) all federal, state and local income tax records of Newco and the Newco Subsidiaries, all other tax records not related to the Retained Business and copies of all tax records described in Section 1.2(p); (q) copies of all personnel files related to Transferred Employees (as defined in Section 1.5(a)) or any former employee of Enovation or its subsidiaries; (r) without regard to any duplication of Section 1.2(r), a listing of each customer (including name, address and contact information) to whom Enovation sold (or contracted to sell) or provided any products or services in connection with the Newco Business and each prospect or potential customer identified by Enovation for such products or services; (s) all (i) surveys, title policies and other books, records or documents relating to the real property described in Section 1.1(a) or Section 1.1(b), (ii) sales literature, marketing brochures and similar materials relating to the Newco Business, (iii) other books, records or other documents relating to the Newco Business or the other assets, properties and rights described in this Section 1.1, including all records, documents and data relating to customers and suppliers, sales and marketing information and accounting and financial information, in each of the foregoing cases in whatever format they exist, whether in hard copy or electronic format, and wherever located and (iv) other books, records or other documents not described in Section 1.2(s); (t) all telephone and facsimile numbers, post office boxes, telephone and other directory listings and other similar property not described in Section 1.2(t); (u) all rights pursuant to warranties, representations and guarantees made by suppliers, manufacturers, contractors or other parties in connection with any tangible personal property described in this Section 1.1; (v) all insurance policies (including insurance proceeds paid or payable by any insurer in connection with any event, occurrence or circumstance prior to the Effective Time), other than Benefit Plans (as defined in Section 1.2(v)); and (gw) all other intangible rights relating to the Newco Business or any of the Contributor’s rights Assets described above and interest pertaining to any all counterclaims, set-offs, third party indemnities offs or defenses that the Contributor Enovation may have with respect to the Post-Closing Liabilities or the Contributed Assetsany Assumed Liability (as defined in Section 1.3).