Common use of Purchase and Sale of Assets Clause in Contracts

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, convey, assign, and deliver to Purchaser, and Purchaser agrees to purchase, all of the business assets, properties, real or personal, and rights of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject The Seller agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase and acquire from the Seller at the Closing, subject to and upon the other terms and conditions of this Agreement, Seller agrees to sell, transfer, convey, assign, and deliver to Purchaser, and Purchaser agrees to purchasecontained herein, all of Seller’s right, title and interest in and to all of the business assets, properties, real or personal, properties and rights of every the Seller which are primarily used, to be used or maintained in connection with the current conduct of the Wholesale Business of whatever nature, kind and description, whether tangible and intangibleor intangible (including goodwill) wherever located (collectively, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Acquired Assets”) all free and clear of which any Liens and Liabilities, other than Permitted Liens and Assumed Liabilities. The Acquired Assets shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the followinginclude: (a) Inventoryall of the tangible personal property relating to the Wholesale Business including (i) all machinery, wherever locatedequipment, used and tools utilized to conduct the Wholesale Business whether or useable in not contained on the premises of the Leased Property, including all buildings and other structures, leasehold improvements and fixtures located on the Leased Property relating to the Wholesale Business (the “InventoryEquipment”) consisting and (ii) inventories of inventoryfinished goods, merchandisework-in-progress, goods in process, manufactured and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of servicepurchased parts, or that constitute supplies and raw materials, work in processeach case owned or identified for use in the Wholesale Business, finished goods, returned goodswhether or not located on the Leased Property, or materials or in transit inventory and supplies ordered by the Wholesale Business, but not yet received as of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, Closing Date and packaging, promotion, delivery or shipping of marketing and other materials related thereto (the same, including all supplies and embedded software“Inventories”); (b) Fixed all of Seller’s accounts and notes receivable, deferred charges, trade receivables and other physical assets, wherever located, used or useable in rights to receive payments existing as of the Closing Date and arising out of the Wholesale Business consisting other than such receivables subject to the Northrim Facility as of Equipment, and fixtures the Closing Date (the “Fixed AssetsReceivables”); (c) All Patents, Copyrights all rights of the Seller under any wholesale customer and Trademarks used or useable in vendor agreements relating to the Wholesale Business, including without limitation the License and all agreements of any nature whatsoever with respect Distribution Agreement, as amended to any of date, by and between the foregoing Seller and Keurig, Incorporated (the “Intangible PropertyAssumed Contracts”), including, without limitation, the rights to all brand names; (d) All inventionsall Intellectual Property, discoveriesgoodwill associated therewith, improvementslicenses and sublicenses granted in respect thereto and rights thereunder, computer softwareremedies against past, datacurrent and future infringements thereof and rights to protection therein, skill, expertise, procedures and processes in each case relating to or used or useable in the Business past or current conduct of the Wholesale Business, including without limitation all worldwide rights to the Tully’s and owned by Seller Bellaccino names and all agreements brands, subject to the rights of any nature whatsoever with respect thereto (the “Know-how”third parties set forth on Schedule 2.1(d); (e) All all licenses, permits, consents, certificates, franchises or other trade secrets and proprietary information governmental authorizations relating to or used in or relating to the current conduct of the Wholesale Business, including customer listsother than any such licenses, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”permits, consents, certificates, franchises or other governmental franchises which cannot be legally transferred, which non-transferable governmental authorizations are listed on Schedule 2.1(e); (f) All rightall books, title and interest of Seller records, files, printouts, drawings, data, files, notes, notebooks, accounts, invoices, correspondence, specifications, creative materials, advertising or promotional materials, marketing materials, personnel records, studies, reports, memoranda, equipment repair, maintenance or service records, or papers (collectively, “Records”), whether in and to Licenseshard copy, transferable permitselectronic or other format, exemptions, approvals, franchises and privileges primarily relating to or used in the Business to current or past conduct of the extent transferable under Applicable LawWholesale Business; (g) All booksall customer, recordsdistributor, accounts, correspondence supplier and other information which has been reduced to writing relating to mailing lists used or arising out of created by the Wholesale Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims all rights in and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner with respect to the Business including, without limitation, those set forth insurance policies listed on Schedule 6(k) hereto (collectively, the “Contracts”2.1(h); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Wholesale Business or the Acquired Assets, together with the right to represent to third parties that Purchaser the Buyer is the successor to the Wholesale Business; (j) all Acquired Assets listed on Schedule 2.1(j).

Purchase and Sale of Assets. Subject to (a) Upon the terms and subject to the conditions of this Agreement, and subject to Section 5.01(b) and 5.07(b), at the Closing, each Seller agrees to shall sell, assign, transfer, conveyconvey and deliver, assignor cause to be sold, assigned, transferred, conveyed and deliver delivered, to the Purchaser, and the Purchaser agrees to purchaseshall purchase and acquire from such Seller, all of such Seller’s right, title and interest, as of the business Closing Date, in and to any and all assets, properties, real rights and claims of any kind or personal, and rights of every nature, kind and description, whether tangible and or intangible, as real, personal or mixed, wherever located and whether or not carried or reflected on the Closing Balance Sheet books and records of any of the Sellers, whether now existing or hereinafter acquired, which relate to the Business or which are used or useable useful in or held for use in, or were acquired in connection with, the Seller operation of the Business, owned byexcluding only the Excluded Assets (such assets, leased byproperties, or in the possession of the Seller (rights and claims to be acquired hereunder, collectively, the “Purchased Assets”), in “AS IS” and “WHERE IS” condition without any representations or warranties, except that the as otherwise expressly set forth in this Agreement. The Purchased Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall include, but not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentencelimited to, the Assets include the following: (ai) Inventory, wherever located, used or useable in the Business (Owned Real Property and the “Inventory”) consisting of inventory, merchandise, goods Leased Real Property save and other personal property except any Leased Real Property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished is leased under a contract of service, or lease that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded softwareis an Excluded Contract; (bii) Fixed all tangible personal property related to, or used or useful in or held for use in the conduct of, the Business, including equipment, machinery, tools, supplies, spare parts, molds, trucks, cars, other vehicles and rolling stock, furniture, fixtures, trade fixtures, leasehold improvements, office materials and supplies, and other physical assetstangible personal property located on, wherever locatedor off, used or useable the premises of the Owned Real Property and Leased Real Property; (iii) the Inventory; (iv) all Cash, securities (other than any equity interests in the Business consisting Sellers) and negotiable instruments of Equipmentthe Sellers on hand, in lock boxes, in financial institutions or elsewhere, but excluding the $1,200,000 that the Sellers deposited with Wachovia for payroll and fixtures sales tax (such funds deposited with Wachovia, the “Fixed AssetsWachovia Deposit”); (cv) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand namesReceivables; (dvi) All inventionsall files, discoveries, improvements, computer software, operating data, skillbooks of account, expertisegeneral, procedures financial and processes used or useable in Tax (other than income Tax) records, personnel records of the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the BusinessTransferred Employees, including customer invoices, shipping records, supplier lists, market surveys price lists, vendor lists, mailing lists, catalogs, sales promotion literature, advertising materials, brochures, standard forms of documents, manuals of operations or business procedures, research materials, contracts, instruments, filings, administrative and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All rightpricing manuals, correspondence, memoranda, plats, architectural plans, surveys, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, modelsinsurance policies, drawings, plans and specifications, patterns environmental reports, maintenance or service records, soil tests, engineering reports, expired purchase orders, operating records, operating safety manuals, and any computer record other material and documents, books (including applicable portions of minute books), records and files (whether or not in the possession of any of the foregoingSellers or their respective Representatives, stored in hardcopy form or on magnetic, optical or other media) and any rights thereto owned, associated with or employed by any of the Sellers in the conduct of the Business or otherwise related to the Purchased Assets or the Assumed Liabilities; (hvii) All of Seller’s claims and all goodwill associated with the Business or the Purchased Assets, including rights under all leases, contracts, agreements, any confidentiality agreements executed by any third party for the benefit of any of the Sellers and purchase and sales orders, whether written or oral, relating in any manner assigned to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating Purchaser to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets extent relating to the Business; (kviii) All interests the Transferred Intellectual Property; (ix) to the extent transferable after giving effect to the Sale Order, all of the rights and benefits accruing under any Assigned Contracts, including any outstanding deposits thereunder; (x) all of the rights and benefits accruing under any franchises, permits, consents, certificates, clearances, approvals, exceptions, variances, permissions, filings, publications, declarations, notices, licenses, agreements, waivers and authorizations, including Environmental Permits, of or with any Governmental Authority held, used or made by any of the Sellers in partnershipsconnection with the Business (collectively, joint ventures the “Permits and Licenses”) and all deposits and prepaid expenses held by third parties and/or governmental agencies, save and except any such Permit and License that is an Excluded Contract; (xi) [Intentionally Omitted] (xii) subject to the terms of the Sellers’ privacy policy the sales and promotional literature, customer lists and other business associations relating sales related materials related to the Business; (lxiii) All except for any such amounts required to be paid to the Term Loan Lenders or the DIP Lenders under the DIP Order, the amount of, and all rights to any, insurance proceeds received by any of Seller under express the Sellers after the date hereof in respect of the loss, destruction or implied warranties condemnation of any Purchased Assets occurring prior to, on or after the Closing or relating to any Assumed Liabilities; (xiv) all unexpired, transferable warranties, indemnities, or guaranties from the suppliers of Seller any third party with respect to the Assets any Purchased Asset, including any item of real property, personal property or equipment; (xv) to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Purchased Assets, the full benefit of all representations, warranties, guarantees, indemnities, undertakings, certificates, covenants, agreements and all security therefor received by any of the Sellers on the purchase or other acquisition of the Purchased Assets; (xvi) any rights, demands, claims, credits, allowances, rebates, or rights of setoff (other than against the Sellers or any of their Affiliates) arising out of or relating to any of the Purchased Assets; (xvii) all deposits received by any of the Sellers from any subtenants with respect to any subleases of Leased Real Property assumed by the Purchaser; (xviii) all prepaid and deferred items that relate to the Business or the Purchased Assets, including all prepaid rentals and unbilled charges, fees and deposits; (xix) all confidentiality, non-compete and similar agreements entered into by any of the Sellers, or any of their respective Representatives, and assumed by the Purchaser in connection with a sale of the Purchased Assets or Excluded Liabilities)the Business; (xx) all current and prior insurance policies of any of the Sellers that relate to the Business or any of the Assumed Liabilities and all rights and benefits of any nature (except for any rights to insurance recoveries thereunder required to be paid to the Term Loan Lenders or the DIP Lenders under the DIP Order) with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries, but excluding any tail insurance policies that provide coverage to the Sellers or their Affiliates or Representatives after the Closing Date; (xxi) subject to the approval of the Department of Community and Economic Development for the Commonwealth of Pennsylvania, the assets set forth on Section 2.01(a)(xxi) of the Sellers’ Disclosure Schedule; and (oxxii) All goodwill associated with all other assets, properties, rights and claims of any of the Business Sellers of any kind or Assets, together with the right to represent to third parties that Purchaser is the successor nature which relate to the Business, which are used or useful in or held for use in the Business, or which relate to the Purchased Assets (in each case, other than the Excluded Assets) not otherwise described above. (b) Notwithstanding anything in Section 2.01(a) to the contrary, the Sellers shall not sell, convey, assign, transfer or deliver, nor cause to be sold, conveyed, assigned, transferred or delivered, to the Purchaser, and the Purchaser shall not purchase or acquire, and the Purchased Assets shall not include, the Sellers’ right, title and interest in and to the following assets of the Sellers (collectively, the “Excluded Assets”): (i) all documents and other items related solely to the organization, existence or capitalization of the Sellers, including without limitation the company seal, charter documents, stock or equity record books and such other similar books and records (including applicable portions of minute books); (ii) all rights of the Sellers under this Agreement and the Ancillary Agreements; (iii) any rights to Tax refunds; (iv) Tax Returns of the Sellers (other than the copies of such Tax Returns obtained pursuant to Section 5.09 or otherwise); (v) any Excluded Contract and rights thereunder; (vi) except as set forth in Section 2.01(b)(vi) of the Sellers’ Disclosure Schedule, any assets relating to the Employee Plans; (vii) any right, property or asset that is listed or described in Section 2.01(b)(vii) of the Sellers’ Disclosure Schedule. The Purchaser at its sole discretion shall be allowed to amend or supplement Section 2.01(b)(vii) of the Sellers’ Disclosure Schedule at any time prior to the Closing Date. Notwithstanding the foregoing, if in accordance with Section 2.12 and 5.08 the requisite Consent to permit any Excluded Incentive Asset to be transferred to the Purchaser has been obtained, such Excluded Incentive Asset shall no longer be an Excluded Asset; and (viii) funds constituting the Wachovia Deposit.

Purchase and Sale of Assets. Subject At the Closing (as hereinafter defined), --------------------------- on and subject to the terms and conditions of this Agreement, Seller agrees to shall sell, assign, transfer, convey, assign, and deliver to Purchaser, and Purchaser agrees to shall purchase, acquire, and accept from Seller, all of the business right, title, and interest of Seller in and to (i) the Business and all goodwill related exclusively to the Business, (ii) the names "Image and Image Industries" and all marks and goodwill associated therewith (whether or not registered), and (iii) all of the assets, properties, real or personal, and rights of Seller constituting the Business or used by Seller therein, of every nature, kind type and description, tangible and intangible, as in Seller's possession or reasonably accessible to Seller and whether or not reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession books of the Seller (the “Assets”except as may be specifically excluded by this Agreement), except that the Assets shall not include any free and clear of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller liens, claims, charges, security interests, and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies encumbrances of any kind, kind or nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; other than Permitted Encumbrances (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”as hereinafter defined), including, without limitation, the rights following, as the same shall exist at the Closing Date (as hereinafter defined) and to all brand names;the extent the same are used exclusively in the Business: (da) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and real property owned by Seller and used in the Business, and all agreements of Seller's right, title, and interest in the buildings, fixtures, and improvements located thereon, together with all water lines, rights of way, uses, licenses, easements, hereditaments, tenements, and appurtenances belonging or appertaining thereto and any nature whatsoever and all assignable warranties of third parties with respect thereto (the “Know-how”); "Real Property") and, by assignment of leases, all of Seller's rights in, to, and under any real estate leases (eincluding, without limitation, any assignment of a real estate lease or sublease) All other trade secrets and proprietary information relating to which Seller is a party which are used in the Business, together with all of Seller's right, title, and interest in the buildings, fixtures and improvements, including customer listsconstruction-in-progress, market surveys and appurtenances thereto, located on the real property subject to such real estate leases, and any and all agreements assignable warranties of any nature whatsoever third parties with respect thereto (the “Proprietary Information”"Leased Real Property"); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of this Agreementcontained herein, at the Closing, Seller agrees to will sell, transfer, convey, assign, transfer and deliver assign to Purchaser, and Purchaser agrees to purchasewill purchase from Seller, all of the business assetsright, properties, real or personal, title and rights interest of every nature, kind Seller in and description, tangible to the properties and intangible, as reflected on the Closing Balance Sheet assets used or useable held for use in the Seller operation of the Business, owned by, leased by, or in other than the possession of the Seller Excluded Assets (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) including, without limitation, all of which shall be retained by Seller Seller’s right, title and shall not be sold or conveyed interest in and to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (ai) Inventoryall machinery, wherever located, equipment and other tangible personal property used or useable held for use in the operation of the Business (the “InventoryMachinery and Equipment”); (ii) consisting all Owned Real Property owned by Seller and used or held for use in the operation of the Business; (iii) all contracts, agreements, subcontracts and leases entered into by Seller in connection with the operation of the Business (“Contracts”); (iv) all patents, trademarks, service marks, trade names, copyrights, know how, technology, inventions and domain names and any registrations or applications for registration of any of the foregoing used or held for use by Seller in the operation of the Business (the “Intellectual Property”); (v) all refunds, deposits and prepaid expenses relating to the operation of the Business, including, but not limited to, any prepaid Taxes other than prepaid income or franchise Taxes (“Prepaid Taxes”); (vi) all items of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute including raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed and spare parts held in Seller’s business or in connection with the processing, production, packaging, promotion, delivery or shipping operation of the same, including all supplies and embedded softwareBusiness; (bvii) Fixed and other physical assets, wherever located, used or useable in the Business consisting all accounts receivable of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any Seller as of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating Closing Date related exclusively to the Business; (kviii) All interests all transferable licenses, authorizations and permits issued or granted by any Government Authority in partnerships, joint ventures and other business associations relating to connection with the operation of the Business;; and (lix) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims all books, records, files and causes of action against others papers relating to the Business (except to and the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject to and upon the terms and conditions contained herein, at the Closing, each of this Agreement, Seller agrees to the Sellers will sell, transfer, convey, assign, transfer and deliver assign to Purchaser, and Purchaser agrees to purchasewill purchase from each of the Sellers, all of the business assetsright, propertiestitle and interest of each such Seller in and to the properties and assets of the Sellers, wherever located, real or personal, and rights of every nature, kind and description, tangible and or intangible, that are owned, leased or licensed by each such Seller as reflected of the Closing Date and used or held for use in the operation of the Business and existing on the Closing Balance Sheet used or useable Date, other than the Excluded Assets (the "Assets"), free and clear of all Liens, other than Permitted Liens, including, without limitation, each such Seller's right, title and interest in the Seller Businessfollowing, owned byother than, leased byin each case, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (ai) Inventoryall machinery, wherever located, equipment and other tangible personal property used or useable held for use in the Business operation of the Business, including, without limitation, the items set forth in Annex A; (ii) the real property, leaseholds and subleaseholds therein, owned by either of the Sellers and used or held for use in the operation of the Business, and all improvements and fixtures thereon, including, without limitation, the real property listed on Annex B (the “Inventory”"Transferred Real Property"); (iii) consisting all Contracts entered into in connection with the operation of the Business, including, without limitation, those Contracts listed on Annex C (the "Transferred Contracts"); (A) all trademarks, service marks, trade dress and logos primarily used or held for use in the operation of the Business, together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith and all applications, registrations and renewals in connection therewith; (B) all works copyrighted by the Sellers, all applications, registrations, and renewals in connection therewith, and all works copyrightable but for their lack of fixation in a tangible medium, in each case used in the operation of the Business; (C) in each case on a non-exclusive basis, all trade secrets and confidential business information used in the operation of the Business, including, without limitation, such know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals; (D) all owned or licensed proprietary software used in the operation of the Business; and (E) other than with respect to items described in clause (C) above, all copies and tangible embodiments thereof (in whatever form or medium), in each case including, without limitation, the brands listed on Annex D (the "Transferred Brands"), and including remedies against infringements thereof, and rights to protection of interests therein under applicable laws (the "Transferred Intellectual Property"); (v) all refunds, deposits, and prepaid expenses to the extent related to the operation of the Business; (vi) all items of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute including raw materials, work in process, finished goods, returned goodspackaging materials (subject to Section 5.8), or materials or supplies of any kind, nature or description and spare parts used or consumed or to be used or consumed held for use in Seller’s business or in connection with the processing, production, packaging, promotion, delivery or shipping operation of the same, including all supplies and embedded software; Business (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”"Transferred Inventory"); (cvii) All Patentsall accounts receivable of each of the Sellers to the extent accruing or arising from the operation of the Business (the "Transferred Receivables"); (viii) all licenses, Copyrights authorizations and Trademarks used permits issued or useable in granted by any Government Authority relating to the Assets or the operation of the Business, in each case only to the extent transferable; (ix) all books, records, files and papers relating to the Business and the Assets, except that the Sellers shall be entitled to retain copies of all agreements such books, records, files and papers relating to the Retained Businesses, the Excluded Assets or the Excluded Liabilities; (x) to the extent assignable, all claims, prepayments, causes of any nature whatsoever action, counterclaims, setoffs, rights of recovery or defenses that the Sellers may have with respect to any Assumed Liabilities, to the extent of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand namesAssumed Liability; (dxi) All inventionsall cash and cash equivalent, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable held by sales representatives on behalf of the Sellers for use in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities"Transferred Cash"); and (oxii) All goodwill associated with subject to Section 5.13, the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the BusinessMoist Snuff Equipment.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreementset forth herein, at the Closing, Seller agrees to shall sell, assign, transfer, convey, assign, convey and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase and receive from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of the business following assets, properties, real or personal, properties and rights of every kind, description and nature, kind and descriptionwhether real, personal or mixed, tangible and intangible, as wherever located, whether or not any of such assets have any value for accounting purposes or are carried or reflected on the Closing Balance Sheet used or useable specifically referred to in the Seller BusinessSeller’s books of account or financial statements, owned by, leased by, and whether now existing or in the possession of the Seller hereafter acquired (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentencecollectively, the Assets include the following:"Purchased Assets"): (a) Inventoryall assets exclusively used in the Target Business; (b) all personal property and interests therein, wherever located, used or useable including all vehicles, tools, parts and supplies, machinery, equipment, appliances, fixtures and trade fixtures listed in Section 2.01(b) of the Business Disclosure Schedule (the “Inventory”"Tangible Personal Property"), in each case with any transferable warranty and service rights of Seller with respect to such property; (c) consisting of all inventory, merchandisefinished goods, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, productionprogress, packaging, promotionsupplies, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed parts and other physical assets, wherever located, used or useable in inventories necessary to fulfil the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing Backlog (the “Intangible Property”"Backlog Inventory"), including, without limitation, the rights to all brand namesbe finally determined in accordance with Section 2.06; (d) All inventionsall inventory, discoveriesfinished goods, improvementsraw materials, computer softwarework in progress, datapackaging, skillsupplies, expertise, procedures parts and processes used or useable in other inventories necessary to fulfil the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto Forecast (the “Know-how”"Forecast Inventory"), to be finally determined in accordance with Section 2.06; (e) All other trade secrets and proprietary information relating to the Businessall rights under Contracts (including renewal rights thereto), including customer listsIntellectual Property Agreements, market surveys and all agreements set forth on Section 2.01(e) of any nature whatsoever with respect thereto the Disclosure Schedule (the “Proprietary Information”"Assigned Contracts"); (f) All right, title all Intellectual Property Assets and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Lawall business goodwill associated therewith; (g) All booksall of Seller's rights under warranties, recordsindemnities and all similar rights against third parties to the extent related to any Purchased Assets including all claims, accountschoses in action, correspondence causes of action and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoingjudgments; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate possible to Excluded Assets distinguish and separate from the Remaining Business, originals, or Excluded Liabilities) ; (n) All where not available, copies, of Seller’s claims all books, books of account, records, manuals, documents, correspondence, sales and causes credit reports, customer lists, literature, brochures, advertising or promotional material and the like of action against others relating to the Target Business (except to the extent related to the Excluded Assets or Excluded Liabilities"Books and Records"); and (oi) All goodwill associated with any Permits of the Business or AssetsTarget Business, together with the right to represent to third parties that Purchaser is the successor to the Businessextent possible to distinguish and separate from the Remaining Business and their transfer being permitted by applicable Law.

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller agrees to shall, or shall cause its applicable Affiliate to, sell, assign, transfer, conveyconvey and deliver, assignor cause to be sold, assigned, transferred, conveyed and delivered, to the Buyer, and deliver to Purchaserthe Buyer, in reliance on the representations, warranties and Purchaser agrees to purchasecovenants of the Seller contained herein, shall purchase from the Seller or its applicable Affiliate, all of the business Seller’s and its Affiliates’ right, title and interest, direct or indirect, in and to all assets, properties, real or personal, properties and rights of every nature, kind and description, whether tangible and or intangible, real, personal or mixed, accrued or contingent (including goodwill), wherever located and whether now existing or hereafter acquired prior to the Closing Date, related to, used or held for use in connection with the Business, as reflected the same shall exist on the Closing Balance Sheet used Date, whether or useable not carried or reflected on or specifically referred to in the Seller’s books or financial statements or in the Seller BusinessDisclosure Letter, owned byother than the Excluded Assets (collectively, leased by, or in the possession of the Seller (the “Purchased Assets”), except that the Assets shall not include in each case free and clear of any Encumbrances, including all of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller Seller’s and shall not be sold or conveyed its Affiliates’ right, title and interest in and to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used all assets recorded or useable in reflected on the Business Balance Sheet (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are including assets such as Contracts to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded softwarewhich no value was attributed); (b) Fixed and other physical assetsall assets acquired by the Seller or any of its Affiliates since the date of the Balance Sheet which, wherever locatedhad they been held by the Seller or any of its Affiliates on such date, used would have been recorded or useable in reflected on the Business consisting of Equipment, and fixtures Balance Sheet (“Fixed Assets”including assets such as Contracts to which no value would have been attributed); (c) All Patents, Copyrights and Trademarks used all assets that would be recorded or useable in the Business, and all agreements of any nature whatsoever with respect to any reflected on a balance sheet of the foregoing (Business as of the “Intangible Property”), including, without limitation, the rights to all brand namesClosing Date prepared in accordance with GAAP; (d) All inventionsall Assumed Contracts, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in including those set forth on Section 3.18(a) of the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”)Disclosure Letter; (e) All other trade secrets and proprietary information relating all Receivables to the Business, including customer lists, market surveys extent arising or accruing after the Closing Date (and all agreements any cash received in respect of any nature whatsoever with respect thereto (the “Proprietary Information”such Receivables); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Lawall Transferred Intellectual Property; (g) All booksall Personal Property, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out including as set forth on Section 2.1(g) of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoingSeller Disclosure Letter; (h) All all Finished Goods as of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”)Closing Date; (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the all Business (“Accounts Receivable”)Records; (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the BusinessPermits; (k) All interests in partnershipsall Prepaid Items, joint ventures and other business associations relating to including as set forth on Section 2.1(k) of the BusinessSeller Disclosure Letter; (l) All rights of Seller under express or implied warranties from all computers used by the suppliers of Seller with respect to the Assets to the extent transferable under Applicable LawTransferring Employees; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) all Rights; (n) All of Seller’s claims the goodwill and causes of action against others relating to the Business (except to the extent going concern value and other intangible assets, if any, arising from or related to the Excluded Assets or Excluded Liabilities)Business; and (o) All goodwill associated with any other asset to the Business extent related to, used or Assets, together with the right to represent to third parties that Purchaser is the successor to held for use in the Business.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, convey, assign, and deliver to Purchaser, and Purchaser agrees to purchase, all of the business assets, properties, real or personal, and rights of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (the “"Assets”"), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “"Excluded Assets”") all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “"Inventory”") consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s 's business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“"Fixed Assets”"); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “"Intangible Property”"), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “"Know-how”"); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “"Proprietary Information”"); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s 's claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “"Contracts”"); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“"Accounts Receivable”"); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ); (n) All of Seller’s 's claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject to At the terms and conditions of this AgreementClosing (as hereinafter defined), the Seller agrees to shall sell, transfer, convey, assign, assign and deliver to Purchaserthe Buyer, and Purchaser agrees to the Buyer shall purchase, accept, assume and receive, all of the business assetsSeller's right, propertiestitle and interest in, real or personal, and rights of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of to and/or arising from the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever locatedowned, used or useable held for use by the Seller and/or the SFS Division, or any affiliate thereof, in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping conduct of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the SFS Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to following assets, but excluding the Excluded Assets as defined below (all brand names;such assets, other than the Excluded Assets, being the "Purchased Assets"): (da) All inventionsfinished goods, discoverieswork-in-process, improvements, computer software, data, skill, expertise, procedures packaging materials and processes raw materials used or useable held for use in the conduct of the SFS Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”"Inventory"); (eb) All The trademarks or names "San Francisco Soap Company", "Avalon Natural Cosmetics", "Spanish Bath", "Body/Body", "Bath & Body Sense", and all other trademarks, trade secrets dress, trade names, brand names, service marks, logos, logotypes, and proprietary information relating to packaging style and symbols which are or have been used at any time in respect of the Businessmanufacture, marketing, promotion, distribution, sale, or commercial exploitation of the Products, together with all goodwill associated therewith, any registrations associated therewith, including customer listsany applications, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All rightrenewals, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to modifications or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto extensions (collectively, the “Contracts”"Registrations"); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes copyrights and other evidences slogans, and ------------- any Registrations associated therewith, all domain names and web pages and similar internet properties, in any such case that have been used by the Seller or any affiliate or predecessor owner, or are under development, in the manufacture, marketing, promotion, distribution, sale, or commercial exploitation of indebtedness and other similar assets relating to the BusinessProducts; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject (a) Simultaneously with the execution hereof, upon and subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, convey, assignthe Buyer purchases from the Seller, and deliver the Seller sells, transfers, conveys, assigns and delivers to Purchaserthe Buyer, for the consideration specified in Section 1.3 below, all right, title and Purchaser agrees interest in and to purchase, all of the business assets, properties, real or personal, and rights of the Seller of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Businessreal, owned by, leased bypersonal, or in the possession mixed, and wherever located, existing as of the Seller date hereof (collectively, the “"Acquired Assets”"), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the followingincluding without limitation: (ai) Inventoryall computer software programs, wherever locatedmodules and enhancements thereof owned by the Seller, used or useable and all of the Seller's rights in and to any and all computer software programs, modules and enhancements thereof owned by third parties and licensed by the Seller in the Business Business, in each case in all existing versions and revisions (to the “Inventory”) consisting of inventoryextent Seller has rights therein), merchandiseincluding all source code, goods object code, specifications, testing tools, compilers, development tools, maintenance tools, user documentation, programmer documentation, and other personal property that are held by or documentation therefor, and all copies thereof on behalf all media (collectively, the "Software") and all inventories of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materialsmedia, work in process, finished goodssoftware product and documentation inventory, returned goodsproduct supplies, or materials or supplies of any kindpackaging materials, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded softwaresimilar items; (bii) Fixed all equipment and other physical assetsspare parts and supplies therefor, wherever locatedfurniture, used or useable in the Business consisting of Equipmentfixtures, leasehold improvements and fixtures (“Fixed Assets”)motor vehicles; (ciii) All Patentsall (A) patents, Copyrights patent registrations and Trademarks used or useable in the Businessapplications for registrations, (B) trademarks, service marks, trade dress, logos, trade names, and registrations and applications for registration thereof and all agreements goodwill associated therewith, including without limitation the exclusive right to use the name of any nature whatsoever with respect the Seller as all or part of a trade name, (C) copyrights and registrations and applications for registration thereof, (D) trade secrets and confidential business information, whether patentable or nonpatentable and whether or not reduced to practice, know-how, manufacturing and product processes and techniques, research and development information, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information, (E) other proprietary rights relating to any of the foregoing (including without limitation remedies against infringements thereof and rights of protection of interest therein under the “Intangible Property”laws of all jurisdictions), including, without limitation, the rights to all brand names; (dF) All inventions, discoveries, improvements, computer software, datadata and documentation (including without limitation the Software) and (G) copies and tangible embodiments thereof ((A) through (G) collectively, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”"Intellectual Property"); (eiv) All all rights under the contracts, agreements, licenses, leases and other trade secrets and proprietary information relating to instruments of the BusinessSeller listed on Schedule 1.1 (collectively, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (------------ the “Proprietary Information”"Assigned Contracts"); (fv) All rightall claims, title prepayments, refunds, causes of action, choses in action, rights of recovery, rights of setoff, rights of recoupment and interest of Seller rights under warranties, all trade and other accounts receivable (the "Accounts Receivable"), all prepaid amounts or unbilled amounts for contracts in progress (the "Contracts in Progress") that are included in the Assigned Contracts, and to Licenses, transferable all payments under Assigned Contracts after the Closing; (vi) all permits, exemptionslicenses, registrations, certificates, orders, approvals, franchises franchises, variances and privileges relating to the Business to the extent transferable under Applicable Lawsimilar rights ("Permits") issued by or obtained from any federal, state, local, or foreign governmental, regulatory or administrative authority or agency, court or arbitrational tribunal (each, a "Governmental Entity"); (gvii) All all books, records, accounts, correspondence ledgers, files, documents, correspondence, lists, product specifications, employment records, manufacturing and procedural manuals, advertising and promotional materials, studies, reports and other information which has been reduced to writing relating to printed or arising out written materials; all customer, supplier and marketing lists, account and other records, and data; and all brochures, data sheets, promotional materials, videos, and other marketing collaterals; and (viii) all cash on hand, securities, investments, bank deposits, and other liquid assets, including without limitation the associated bank and other accounts and all rights thereunder, and all insurance policies; provided that there shall be excluded from the Acquired Assets the rights and assets listed in Section 1.1(b) below. (b) The Seller shall retain and the Buyer shall not acquire, the following rights and assets (collectively, the "Retained Assets"): (i) the Purchase Consideration and all other rights of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoingSeller under this Agreement; (hii) All the Seller's corporate charter, stock record books, corporate records containing minutes of Seller’s claims the meetings of the directors and stockholders; (iii) rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner agreements with respect to the Business includingvoting, without limitationregistration, vesting, or repurchase of shares of the Seller's capital stock; (iv) rights under other contracts and agreements to the extent not included within the Acquired Assets (either as Assigned Contracts or otherwise), including but not limited to those set forth on Schedule 6(k) hereto (collectively, the “Contracts”1.1(b);; --------------- (iv) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, such other receivables, book debts and other forms of obligations records as have to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated do exclusively with the Business Seller's organization or Assets, together stock capitalization or with any of the right to represent to third parties that Purchaser is Retained Liabilities; and (vi) all net operating losses of the successor to the BusinessSeller.

Purchase and Sale of Assets. Subject to At the Closing Date (as defined below), and upon the terms and conditions of this Agreement, Seller agrees to shall sell, transfer, convey, assign, assign and deliver to PurchaserBuyer, and Purchaser agrees Buyer shall purchase from Seller, free and clear of any mortgage, lien, pledge, option, security interest, claim, charge, financing statement or other encumbrance of any kind whatsoever, whether or not of record (collectively, the “Encumbrances”), all right, title and interest in and to purchase, all of the business Seller’s assets, propertieswherever located, real that are used or personalheld for use in the design, and rights development, manufacture, marketing or sale of every naturethe Steorra Product, kind and descriptionother than the Excluded Assets (as defined below), tangible and intangible, as reflected whether or not appearing on the Closing Balance Sheet used books and records of Seller or useable in the Seller BusinessExhibits hereto (collectively, owned by, leased by, or in the possession of the Seller (the “Purchased Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the followingincluding without limitation those described below: (a) InventoryAll equipment (excluding office equipment as set forth in Section 1.2), wherever locatedmachinery, used or useable in the Business (the “Inventory”) consisting of inventoryspare parts, merchandisetooling, goods supplies, rolling stock and other personal property that are held by is used in or on behalf of Seller for related to the design, development, manufacture, marketing or sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the sameSteorra Product, including all supplies and embedded softwarewithout limitation those described on Exhibit 1.1 (collectively, the “Equipment”); (b) Fixed All leases and subleases for equipment, if any, (excluding office equipment as set forth in Section 1.2), machinery, spare parts, tooling, supplies, rolling stock and other physical assetspersonal property that is used in or related to the design, wherever locateddevelopment, used manufacture, marketing or useable in sale of the Business consisting of EquipmentSteorra Product, and fixtures including without limitation those described on Exhibit 1.1 (“Fixed AssetsPersonal Property Leases”); (c) All Patentsitems of finished goods, Copyrights work in process, raw and Trademarks packaging materials, subassemblies and spare and replacement parts that are used in or useable related to the design, development, manufacture, marketing or sale of the Steorra Product, including inventory in transit or in storage, rights in inventory on consignment or memorandum, subject to the Businessrights of consignor, and all agreements of any nature whatsoever with respect to any of including without limitation the foregoing inventory described on Exhibit 1.1 (the “Intangible PropertyInventory”), including, without limitation, the rights to all brand names; (d) All inventionspatents, discoveriespatent applications, improvementspatent rights, registered and unregistered trademarks, trademark applications, trade names, the names “Steorra” and “RTea,” service marks, service xxxx applications, copyrights, computer programs, computer software object codes and source codes and other computer software, datainventions, skillknow-how, expertisetrade secrets, procedures technology, engineering, electronics and processes used or useable in the Business other technical information, manufacturing and other proprietary processes, trade dress, designs, formulae and any other proprietary information whether owned by Seller or licensed to Seller by third parties and used in or related to the design, development, manufacture, marketing or sale of the Steorra Product, including without limitation those described on Exhibit 1.1, all documentation and goodwill associated therewith and related thereto and all agreements of any nature whatsoever with respect thereto rights to xxx for past infringements (collectively, the “Know-howIntellectual Property Rights”); (e) All other trade secrets business and proprietary technical information relating and related books, records and documentation that is used in or related to the Businessdesign, development, manufacture, marketing or sale of the Steorra Product, including without limitation files (including without limitation CAD files), computer discs and tapes, laboratory notebooks, operating manuals, instructions for use, clinical data, invoices, credit and sales records, customer lists, market surveys customer prospect lists, supplier and vendor lists (including cost information), business plans and other plans, designs and specifications, all agreements records and documentation related to regulatory submissions, approvals, process and procedures, accounting books and records, marketing and sales literature, training materials, current price lists and discounts, promotional signs and literature, device history records, bills of any nature whatsoever with respect thereto (the “Proprietary Information”)manufacturing and manufacturing, inspection and quality control records and procedures; (f) All rightlicenses, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises authorizations and privileges relating marketing approvals issued to Seller and used in or related to the Business to design, development, manufacture, marketing or sale of the extent transferable under Applicable LawSteorra Product, including those issued by the United States Food and Drug Administration (the “FDA”), and without limitation those described on Exhibit 1.1; (g) All books, records, accounts, correspondence oral and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, written contracts, agreements, leases and orders for the purchase and sales ordersor sale of Steorra Products or related services, whether written or oral, relating in any manner to the Business including, including without limitation, limitation those set forth described on Schedule 6(k) hereto Exhibit 1.1 (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (lh) All rights of due the Seller under express all warranties, representations and guarantees made by suppliers, manufacturers and contractors that are used in or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets design, development, manufacture, marketing or Excluded Liabilities)sale of the Steorra Product; and (oi) All goodwill associated with other assets owned or leased by the Business Seller that are used in or Assets, together with the right to represent to third parties that Purchaser is the successor related to the Businessdesign, development, manufacture, marketing or sale of the Steorra Product.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, the Seller agrees to shall sell, transfer, convey, assign, transfer and deliver to Purchaserthe Buyer, and Purchaser agrees to purchasethe Buyer shall purchase and acquire from the Seller, at the Closing (as hereinafter defined), all of Seller's right, title and interest in, to and under the business assets, properties, real or personalAcquired Assets (as hereinafter specified), and rights the Buyer shall assume the Assumed Liabilities (as hereinafter defined). The Seller agrees that the Acquired Assets shall be conveyed free and clear of every nature, kind and description, tangible and intangible, as reflected on all liabilities (other than the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (the “Assets”Assumed Liabilities), obligations, liens, claims and encumbrances of any kind, except that the Permitted Liens (as hereinafter defined). The Acquired Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the followingconsist of: (a) Inventoryall computer programs, wherever locatedsoftware, data bases incorporated in the Products, source codes, magnetic tapes, diskettes and punchcards used in or useable in necessary for the conduct of the Business including without limitation the items listed or described on Schedule 1(a) (the "Software"), provided that, with respect to the four U.S. patents and one foreign patent identified on Schedule 1(a) as "shared" (the "Shared Technology"), the Acquired Assets (and Software) shall not include the title to the Shared Technology but shall include a worldwide, royalty free, non-transferable (except with substantially all of the assets of the Business) license, for the respective lives of the said patents, without the rights to sublicense, to the exclusive use of the Shared Technology for developing, producing, manufacturing and selling manufacturing execution systems limited to the field of healthcare products (pharmaceutical, medical device and biotechnology) and chemical industries and provided that the Acquired Assets (and Software) shall not include software used by the Seller with respect to the administration (including without limitation financial, operational, electronic mail, voice mail and word processing services, and the like) of the Seller's businesses other than the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software"Administrative Software"); (b) Fixed all machinery, equipment, tools, furniture, fixtures, fixed assets, supplies, and other physical assets, wherever located, personal property used or useable exclusively in the Business consisting conduct of Equipmentthe Business, on as "as-is where-is" basis, without any express or implied warranty, and fixtures as listed or described on Schedule 1(b) (“Fixed Assets”the "Equipment"); (c) All Patentsall inventories (including raw materials, Copyrights magnetic tapes, diskettes, supplies, work-in-process, finished parts and Trademarks finished goods) used in or useable in necessary for the Business, and all agreements of any nature whatsoever with respect to any conduct of the foregoing Business or the manufacture of the Products on an "as-is where-is" basis without any express or implied warranty Schedule 1(c) (the “Intangible Property”"Inventory"), including, without limitation, the rights to all brand names; (d) All inventionsthe Seller's rights under all contracts, discoveriespurchase orders, improvementscommitments, computer softwareand arrangements (the "Customer Contracts"), datacopies of all of which have been delivered to the Buyer, skill, expertise, procedures and processes used in respect of all customer accounts arising from or useable in serviced by the Business and owned by Seller and all agreements a complete listing of any nature whatsoever with respect thereto which is attached hereto as Schedule 1(d) (the “Know-how”"Serviced Accounts"); (e) All other trade secrets the Seller's rights under all contracts, purchase orders, commitments and proprietary information relating to the Businessarrangements in respect of services, leased machinery or equipment and, including customer listswithout limitation services, market surveys machinery or equipment of the type described in Section 1(b) hereof, used in the Business and all agreements of any nature whatsoever with respect thereto included hereto as Appendix I (the “Proprietary Information”"Leases"); (f) All rightthe Seller's rights under all contracts, title purchase orders, licenses, commitments and interest of Seller in and to Licensesarrangements with third-parties for supplies, transferable permits, exemptions, approvals, franchises and privileges requirements or services relating to the Business or the Products attached hereto as Appendix II (the "Vendor Contracts"), provided that, with respect to supplies used in the extent transferable under Applicable LawBusiness and also used in other business of the Seller, only such rights as may be applicable to or necessary for the conduct of the Business; (g) All all records, books, documents, files, vendor lists, lists of all consultants used to create, audit, revise or supplement the Software, customer documentation, order, sales and receivables histories, operation sheets, routing sheets, notebooks, research reports, quality control records, accountsinventory records, correspondence books of account, accounting records and business plans and forecasts relating to the Acquired Assets (specifically including without limitation installation manuals, instruction manuals, quality standards and procedures, test archiving for all products previously delivered and currently in-process, material on hard-drives, results of unit tests, modules tests and code reviews, problem reports, field problems and resolutions, upgrades, configuration records, specifications (including without limitation user requirement, functional, software module design and software top level specifications and platform specifications by installation), validation protocols, validation results by site, internal training materials, customer training materials and all records, books and other information which has been reduced to writing relating to or arising out of documents between Seller and the Business, including accounting records, legal records, technical information United States Food and manuals, designs, blueprints, models, drawings, specifications, patterns Drug Administration and any computer record of any of representatives thereof (the foregoing"Books and Records"); (h) All all of the Seller’s claims 's proprietary rights in respect of the Acquired Assets and rights under the Business (other than the Shared Technology and the Administrative Software), including without limitation all leasesworldwide rights, contractstitle and interests in and to trademarks (registered or unregistered), agreementstrade names (including without limitation "FlowStream"), and purchase and sales ordersservice marks (including without limitation "FlowStream"), whether written or oralassumed names, copyrights, all applications for any of the foregoing, formulae, trade secrets, processes, know-how, confidential information, inventions, research, inventors' notes, laboratory reports, drawings, designs, customer lists, vendor lists, all information similar to any of the foregoing, goodwill relating in any manner to the Business includingand the Acquired Assets, and marketing rights in connection with all of the foregoing, including without limitation, limitation all of those set forth items listed or described on Schedule 6(k1(h) hereto (collectively, the “Contracts”"Intellectual Property"); (i) All accounts owned or acquired by Seller including, accounts receivable, notes all records (including without limitation compensation information and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights job descriptions) relating to managers and employees of the Business (“Accounts Receivable”)excluding records relating to managers and employees of the Business who do not become employees of the Buyer within ten days after the Closing; (j) All prepaid itemsall licenses, depositsconsents, bank accountspermits, certificated securitiesvariances, all certificates of depositcertifications, and all promissory notes and other evidences approvals, if any, of indebtedness and other similar assets government agencies held by the Seller relating solely to the BusinessBusiness or the Acquired Assets, to the extent transferable under applicable law, attached hereto as Appendix III (the "Licenses"); (k) All interests all warranties, claims and causes of action (and the benefit of any and all collateral or security given in partnerships, joint ventures and other business associations connection therewith) inuring to the benefit of the Seller relating to the BusinessBusiness or any of the Acquired Assets excluding such warranties, claims and causes of action which may be asserted as a counterclaim, crossclaim or setoff to any Excluded Obligation; (l) All rights all prepaid maintenance payments in excess of Seller an aggregate of $1.2 million under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law;all Customer Contracts; and (m) All all of the Seller's rights pursuant to the leases for the locations listed on Schedule 6(f) (other than the Xxxxx Avenue, Mountain View, California and the Chennai, India locations), copies of all of which have been delivered to the Buyer, pursuant to the Lease Assignments, in substantially the form of Exhibit A, and such of the Seller's rights to the real estate located at Xxxxx Avenue, Mountain View, California, granted pursuant to the Real Estate License Agreement, in substantially the form of Exhibit B. The Buyer and the Seller agree that the Seller is not making representations in this Agreement that the Acquired Assets are all those that may be necessary for the conduct of the Business by the Buyer after the Closing Date (as hereinafter defined). Notwithstanding any other provision of this Agreement, the Buyer and the Seller agree that the Acquired Assets shall not include (i) cash and cash equivalents on hand or deposited in banks or other financial institutions as of the Closing Date, (ii) the rights to any of the Seller's claims for any federal, state, local or foreign tax refund including tax credits and net operating loss carry forwards, (iii) policies of insurance (including proceeds under thereof and refunds thereunder) acquired by the Seller in connection with the Acquired Assets, (iv) any assets, properties or rights of the Seller not used in or necessary for the conduct of the Business, (v) tax returns, books of account or other records having to do with the corporate organization of the Seller, (vi) life insurance policies (excluding including proceeds under insurance policies that relate thereof and refunds thereunder) relating to Excluded Assets officers and other employees of the Seller, (vii) all assets owned or Excluded Liabilitiesheld by any employee benefit plans of the Seller, (viii) ; the minute books, stock transfer books and corporate seal of the Seller and all books and records relating to businesses of the Seller other than the Business, (nix) All of Seller’s all rights (including indemnification) and claims and causes recoveries under litigation of action the Seller against others third parties arising out of or relating to the Business (except events prior to the extent related to Closing Date, (x) the Seller's rights under this Agreement, (xi) accounts receivable as of the Closing Date for work or services provided by the Seller on or before the Closing Date, (xii) security deposits as of the Closing Date, (xiii) prepaid expenses as of the Closing Date and (xiv) leasehold improvements, furniture and fixtures located at the Seller's Mountain View, California offices, (the "Excluded Assets or Excluded LiabilitiesAssets"); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject to (a) Upon the terms and subject to the conditions of this Agreementset forth herein, at the Closing, Seller agrees to shall, or shall cause the Divesting Affiliates to, sell, transfer, convey, assign, assign and deliver transfer to Purchaser, and Purchaser agrees to shall purchase, acquire and accept from Seller or the Divesting Affiliates, free and clear of all of the business assetsLiens (other than, properties, real or personal, and rights of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Businesscase of books and records located at Third Party facilities only, owned by, leased by, or in the possession of the Seller (the “Assets”Permitted Liens), except that all the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licensesthe Divesting Affiliates in, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of under the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those assets set forth on Schedule 6(k) hereto below (collectively, the “ContractsPurchased Assets”);): (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities)Transferred Intellectual Property; and (oii) All goodwill associated with all of Seller’s rights to sxx for past, present or future infringement of any Transferred Patents and to collect all damages relating thereto, if any. (b) PURCHASER AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE V, IT IS PURCHASING, AND SELLER AND THE DIVESTING AFFILIATES ARE SELLING AND ASSIGNING, THE TRANSFERRED INTELLECTUAL PROPERTY ON AN “AS IS” BASIS, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY, ENFORCEABILITY, PATENTABILITY, INFRINGEMENT OR NON-INFRINGEMENT, AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR LAWS), ALL OF WHICH ARE HEREBY DISCLAIMED BY SELLER ON BEHALF OF ITSELF AND ITS DIVESTING AFFILIATES AND WAIVED BY PURCHASER. (c) Purchaser, on behalf of itself and its Affiliates, hereby releases and discharges Seller and its Affiliates, effective as of the Business Closing, from any and all claims, liabilities and causes of action, whether known or Assetsunknown, together with the right to represent to third parties that Purchaser is the successor accrued or contingent, relating to the BusinessPurchased Assets or Assumed Liabilities, based on any representations and warranties other than those expressly set forth in this Agreement or in the Supply Agreement. Any claims Purchaser may have for breach of representation or warranty in connection with its purchase of the Purchased Assets and its assumption of the Assumed Liabilities shall be based solely on the representations and warranties of Seller or its Affiliates expressly set forth in this Agreement or the Supply Agreement. This release includes, and is to the benefit of, all successors and assigns, directors, shareholders, officers, attorneys, agents and employees of Seller and its Affiliates.

Purchase and Sale of Assets. Subject Upon the execution of this Agreement and subject to the terms and conditions of this Agreementset forth herein, Buyer shall purchase and assume from Seller, and Seller agrees to shall (and shall cause its Affiliates to) sell, transfer, convey, assign, transfer and deliver to PurchaserBuyer, free and Purchaser agrees to purchaseclear of all liens, all mortgages, pledges, charges, security interests or other encumbrances of the business assetsany natures (collectively, properties, real or personal, and rights of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (the “AssetsEncumbrances”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out all of the Businessassets and properties of Seller (and its Affiliates), including accounting recordswherever located, legal recordswhether tangible or intangible, technical information and manualswhether now existing or hereafter acquired, designsdirectly or indirectly owned by Seller (or any of its Affiliates), blueprintsor to which Seller (or any of its Affiliates) is directly or indirectly entitled, modelsand, drawingsin any case, specificationsbelonging to, patterns or used or intended to be used, as described below, and any computer record of goodwill related to any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto limitation (collectively, the “ContractsPurchased Assets”);): (i) All accounts owned or acquired by Seller includinga total of One Hundred Fifty (150) Bitmain bitcoin mining machines (the “Equipment”) as more fully described in Schedule II attached hereto, accounts receivablewhich shall be subject to that certain Security and Pledge Agreement in the form attached hereto as Exhibit D (the “Security Agreement”), notes for so long as the Purchase Price (as defined herein) remains outstanding; (ii) all books and notes receivablerecords pertaining to ownership of the Equipment as applicable, other receivablesincluding all books of account, book debts general, financial, Tax, invoices, shipping records, supplier lists, machinery and other forms equipment maintenance files, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, correspondence with any Governmental Authority, sales records (including pricing history, total sales, terms and conditions of obligations to Seller sale, sales and Letter of Credit Rights pricing policies and practices), strategic plans, marketing and promotional surveys, material and research, studies and reports, research and files relating to the Business (“Accounts Receivable”)Owned Intellectual Property on the servers of the Equipment, and any other documents, records, correspondence and files and any rights thereto, in each case owned, associated with or employed by Seller or any of its Affiliates in connection with the Equipment, and all copies thereof, other than organization documents, minute and stock record books and the corporate seal of Seller or its Affiliates; (jiii) All prepaid itemsall of Seller's or its Affiliates' right, depositstitle and interest in, bank accountsthe Lease and copies of any and all documentation of assignment of such rights, certificated securities, all certificates of deposittitle, and all promissory notes and other evidences of indebtedness and other similar assets relating interest to the BusinessSeller; (kiv) All interests in partnerships, joint ventures and other business associations relating to the BusinessSeller’s Cash Assets; (lv) All all Claims and rights to any Actions of any nature available or being pursued by Seller under express or implied warranties from the suppliers any of Seller with respect its Affiliates, related to the Assets to the extent transferable under Applicable LawEquipment, whether arising by way of counterclaim or otherwise; (mvi) All all rights to insurance proceeds and rights under insurance policies (excluding proceeds under insurance policies that relate and pursuant to Excluded Assets all warranties, representations and guarantees made by suppliers of products, materials or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent equipment, or components thereof or by any other Person, related to the Excluded Assets or Excluded Liabilities)Equipment, as applicable; and (ovii) All goodwill associated with all of Seller's or its Affiliates' right, title and interest at the Business Closing in, to and under all other assets, rights and claims of every kind and nature used or Assetsintended to be used in the operation of, together with or residing with, the right to represent to third parties that Purchaser is the successor to the BusinessEquipment.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreementset forth herein, at the Closing, Seller agrees to shall sell, assign, transfer, convey, assign, convey and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase from Seller, free and clear of any encumbrances, all of Seller’s right, title and interest in, to and under all of the business assets, properties, real or personal, properties and rights of every kind and nature, kind and descriptionwhether real, personal or mixed, tangible or intangible (including goodwill), wherever located and intangiblewhether now existing or hereafter acquired (other than the Excluded Assets), as reflected on the Closing Balance Sheet which relate to, or are used or useable held for use in the Seller Businessconnection with, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (collectively, the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Purchased Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand namesfollowing: (a) cash and cash equivalents; (db) All inventionsall accounts or notes receivable held by Seller, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of security, claim, remedy or other right related to any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business foregoing (“Accounts Receivable”); (jc) All prepaid itemsall contracts, depositsincluding Intellectual Property Agreements (the “Assigned Contracts”),, bank accounts, certificated securities, all certificates set forth on Section 1.01(c) of deposit, the disclosure schedules delivered by Seller and all promissory notes Buyer concurrently with the execution and other evidences delivery of indebtedness and other similar assets relating to this Agreement (the Business“Disclosure Schedule”); (kd) All interests all Intellectual Property that is owned by Seller or used or held for use in partnerships, joint ventures and other business associations relating to the Businessconduct of the Business as currently conducted set forth on Section 1.01(d) of the Disclosure Schedule (the “Intellectual Property Assets”); (le) All rights all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property set forth in Section 1.01(e) of Seller under express or implied warranties from the suppliers of Seller with respect to Disclosure Schedule (the Assets to the extent transferable under Applicable Law“Tangible Personal Property”); (mf) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets all permits, including environmental permits, which are held by Seller and required for the conduct of the Business as currently conducted or Excluded Liabilities) for the ownership and use of the Purchased Assets, including, without limitation, those listed on the Disclosure Schedule delivered by Seller and Buyer concurrently with the execution and delivery of this Agreement; (ng) All all of Seller’s claims rights under warranties, indemnities and causes of action all similar rights against others relating to the Business (except third parties to the extent related to any Purchased Assets; (h) originals, or where not available, copies, of all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, 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 Governmental Authority), 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, marketing and promotional surveys, material and research and files relating to the Excluded Intellectual Property Assets or Excluded Liabilitiesand the Intellectual Property Agreements (“Books and Records”); and (oi) All all goodwill associated with and the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to going concern value of the Business.

Purchase and Sale of Assets. Subject to the terms and conditions hereof, Buyer hereby agrees to purchase from the Seller, and the Seller hereby agrees to sell, assign and transfer to Buyer, effective on the Closing, as hereinafter defined, the following: a. All of the Seller’s inventory of raw material, work in process, finished goods and spare parts related to the Product Line (the “Inventory”), said inventory being itemized on the Attached Exhibit B; b. All of the following, but only to the extent it is used in connection with the Business: Seller’s drawings, blueprints, schematics, patterns, engineering data, manufacturing data, technical information and manuals; c. All of the Seller’s jigs, fixtures, dies, molds, specialty tooling and similar items, used in connection with the Business, said items being itemized on the attached Exhibit C ; d. All business records pertaining to the Business (but excluding corporate minute books and related corporate records or records for any product other than the Product Line) including customer (dealer) lists, costumer backlogs, pending orders, pending purchase contracts, customer files, vendor lists, dealer lists , bills of materials, pricing and information manuals, product literature, brochures and inventory records; e. The right to use for a period of five (5) years after the Closing the name “M&W Baler”. After five (5) years from the Closing Buyer shall cease use of the name “M&W Baler” in any capacity. The foregoing assets to be sold by the Seller to the Buyer pursuant to the terms and conditions of this Agreement, Seller agrees Agreement are hereinafter collectively referred to sell, transfer, convey, assign, and deliver to Purchaser, and Purchaser agrees to purchase, all of the business assets, properties, real or personal, and rights of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreementset forth herein, at the Closing, Seller agrees to shall sell, assign, transfer, convey, assign, convey and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the business assets, properties, real or personal, properties and rights of every kind and nature, kind and descriptionwhether real, personal or mixed, tangible and intangibleor intangible (including goodwill), as reflected on whether now existing or hereafter acquired (other than the Closing Balance Sheet Excluded Assets), which (i) primarily relate to, or (ii) are used or useable held for use in connection with, the Seller Business, owned by, leased by, or in the possession operation of the Seller Business at or by the Acquired Facilities (collectively, the “Purchased Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights following: (a) Reserved; (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories located at or used primarily in the operations of the Acquired Facilities or the Inventory Facilities, including that listed on Section 2.01(b) of the Disclosure Schedules (as may be updated by Seller prior to Closing solely to reflect changes in the Ordinary Course of Business after the date of this Agreement) (“Inventory”); (c) all brand namesContracts, including Intellectual Property Agreements, purchase orders for metal inventory and sales orders for products set forth on Section 2.01(c) of the Disclosure Schedules (as may be updated by Seller prior to Closing solely to reflect such new Contracts, agreements, purchase orders or sales orders as are entered into, amended or terminated in the Ordinary Course of Business after the date of this Agreement) (the “Assigned Contracts”); (d) All inventionsall customer lists, discoveriescustomer history, improvementsand customer files; (e) all know how, computer softwaretrade secrets and other Intellectual Property Assets primarily related to or used exclusively or primarily in connection with the Acquired Facilities or the Inventory Facilities; (f) fee simple title in and to all Owned Real Property listed on Section 2.01(f) of the Disclosure Schedules, dataand improvements thereon, skilltogether with all of Seller’s right, expertise, procedures title and processes used or useable interest in the Business and owned by Seller to any and all agreements appurtenances, strips or xxxxx, xxxxx, xxxxxxxxx, xxxxxxx, alleys, drainage facilities and rights-of-way bounding the Owned Real Property; all utility capacity, utilities, water rights, oil, gas and mineral rights, all licenses, Permits, entitlements, consents and bonds, all rights of ingress and egress, and any nature whatsoever with respect thereto and all other rights and benefits attributable to the Owned Real Property and improvements thereon; (g) all furniture; fixtures; equipment; machinery; tools; vehicles; office equipment; supplies; computers; telephones; compressors; engines; electrical systems, fixtures and equipment; plumbing fixtures, systems and equipment; heating and air conditioning fixtures, systems and equipment; maintenance equipment; security and fire alarms; replacement parts; building materials and other tangible personal property of every kind and character located at the Acquired Facilities, including that listed on Section 2.01(g) of the Disclosure Schedules (the “Know-howTangible Personal Property”); (eh) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever leases (together with respect thereto (the “Proprietary Information”); (f) All rightall rights, title and interest of Seller in and to Licensesleasehold improvements relating thereto, transferable permitsincluding, exemptionsbut not limited to, approvalssecurity deposits, franchises and privileges relating to reserves or prepaid rents paid in connection therewith) listed on Section 2.01(h) of the Business to the extent transferable under Applicable LawDisclosure Schedules; (gi) All booksall Permits, recordsincluding Environmental Permits, accounts, correspondence which are held by Seller and other information which has been reduced to writing relating to or arising out required for the conduct of the BusinessBusiness as currently conducted at the Acquired Facilities, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth listed on Schedule 6(kSection 4.16(b) hereto (collectivelyand Section 4.17(b) of the Disclosure Schedules, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts as well as all building permits and other forms permits or approvals heretofore granted by any Governmental Authority with respect to the construction and operation of obligations to Seller the Owned Real Property and Letter of Credit Rights improvements thereon, and all bonds, warranties, licenses and permits relating to the Business (“Accounts Receivable”)construction, ownership, use, operation and occupancy of the Owned Real Property and/or the Leased Real Property, in each case to the extent transferable to Buyer; (j) All certain prepaid itemsexpenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, bank accountscharges, certificated securities, all certificates of deposit, sums and all promissory notes and other evidences of indebtedness and other similar assets fees (including any such item relating to the Businesspayment of Taxes), in each case set forth on Section 2.01(j) of the Disclosure Schedules (as may be updated by Seller prior to Closing solely to reflect changes in the Ordinary Course of Business after the date of this Agreement); (k) All interests in partnershipsall of Seller’s rights under warranties, joint ventures indemnities and other business associations relating all similar rights against third parties to the Businessextent related to any Purchased Assets; (l) All rights originals, or where not available, copies, of Seller under express or implied warranties from the suppliers all books and records, including, but not limited to, books of Seller account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, 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 respect any Governmental Authority), 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, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”), in each case exclusively or primarily arising from or relating to the extent transferable Business at the Acquired Facilities, the Purchased Assets or the Assumed Liabilities; provided, that Seller will be entitled to retain and use copies of such Books and Records where necessary to comply with any applicable Law or to satisfy Seller’s obligations under Applicable Lawthe Ancillary Documents, including the Transition Services Agreement, in connection with any Action, or in connection with the preparation of tax returns or financial statements or the administration of any Benefit Plans; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ;all goodwill and the going concern value of the Business at the Acquired Facilities; and (n) All of Seller’s claims all plans and causes of action against others specifications, site plans, soil and substrata studies, architectural drawings, floor plans and landscape plans relating to the Business (except to Owned Real Property and/or the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or AssetsLeased Real Property and improvements thereon, together with the right to represent to third parties that Purchaser is the successor to the Businessas well as any and all construction Contracts, assigned service Contracts.

Purchase and Sale of Assets. Subject On and subject to the terms and conditions of this Agreement, at the Closing on the Closing Date and effective as of the Effective Time, Seller agrees to shall sell, assign, transfer, convey, assign, convey and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase and acquire from Seller, free and clear of all Encumbrances other than Permitted Encumbrances, all of the business Seller’s right, title and interest in and to all of Seller’s property and assets, propertiesreal, real personal or personal, and rights of every nature, kind and descriptionmixed, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller every kind and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventorydescription, wherever located, used used, held for use or useable useful in the Business (other than Excluded Assets), including the following (collectively, the “InventoryPurchased Assets”). Buyer understands that it is purchasing the Purchased Assets “as is” and will not make any claims against Seller relating to the Purchased Assets and that payment of the Purchase Price will not be subject to any offsets or claims: a) consisting All Escrow Accounts as of inventorythe Closing Date, merchandiseincluding such Escrow Accounts set forth on Section 2.1(a) of the Disclosure Schedules; b) All Contracts set forth on Section 3.8 of the Disclosure Schedules (the “Assigned c) All intellectual property of the Business; d) all machinery, goods equipment, tools, furniture, office equipment, computer hardware, supplies (including chemicals and spare parts), materials, vehicles and other items of tangible personal property that are held of every kind owned or leased by the Company (wherever located and whether or not carried on behalf of Seller for sale the Company’s books), together with any express or lease implied warranty by the manufacturers or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies lessors of any kinditem or component part thereof, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including and all supplies and embedded software; (b) Fixed maintenance records and other physical assets, wherever located, used or useable in documents relating thereto (the Business consisting of Equipment, and fixtures (“Fixed AssetsTangible Personal Property”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating files related to the Business, including but not limited to client and customer lists, market surveys lists and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accountsreferral sources, research and development reports and records, service and warranty records, equipment logs, financial and accounting records, creative manuals, advertising manuals, studies, reports, correspondence and other information which has been reduced to writing relating to or arising out similar documents and records; f) All Permits listed on Section 3.10 of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoingDisclosure Schedules; (g) All prepaid expenses, credits, advance payments, security deposits, charges, sums and fees to the extent related to any Purchased Assets; h) All claims of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales ordersthe Company against third parties relating to the Purchased Assets, whether written xxxxxx or oralinchoate, relating in any manner known or unknown, contingent or non-contingent, including all such claims listed on Section 2.1(h) of the Disclosure Schedules; i) All inventory of the Company; j) All rights to receive mail and other communications related to the Business on and after the Closing Date; k) The Real Property and Real Property Leases set forth on Section 3.4(a) of the Disclosure Schedules; and l) All goodwill, trade secrets and confidential information associated with the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms goodwill associated with existing customer relationships of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of depositBusiness, and all promissory notes and other evidences of indebtedness and other similar assets rights, claims or credits relating to or deriving from, any of the Business; (k) All interests assets described in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Businessforegoing clauses.

Purchase and Sale of Assets. Subject On the Closing Date, and subject to the terms and conditions of set forth in this Agreement, the Seller agrees to shall, and shall cause its Selling Affiliates to, sell, assign, transfer, convey, assign, convey and deliver to Purchaserthe Buyer or its Buying Affiliates, and Purchaser agrees to purchasethe Buyer shall, or shall cause its Buying Affiliates to, purchase from the Selling Group, free and clear of any Encumbrances other than Permitted Encumbrances (with the understanding that the Encumbrances securing the obligations under the Receivables Purchase Agreement shall be released as of the Closing), all of the business Selling Group’s right, title and interest, in, to and under all of the following assets, properties, real or personal, properties and rights of every natureto the extent that such assets, kind properties and description, tangible and intangible, as reflected on the Closing Balance Sheet rights are used or useable held for use exclusively in connection with, or are necessary for the operation of, the Business in the Seller Businessordinary course (other than the Excluded Assets) (collectively, owned by, leased by, or in the possession of the Seller (the “Acquired Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following:): (a) Inventorythe inventories of finished goods, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work works in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, productionprogress, packaging, promotionsupplies and parts, delivery or shipping including any materials in transit to a member of the sameSelling Group’s location, including all supplies and embedded softwareto the extent used or held for use exclusively in connection with the Business as of the Closing Date (“Acquired Inventory”); (b) Fixed and other physical assets, wherever located, used or useable in all Intellectual Property (the Business consisting of Equipment, and fixtures (“Fixed AssetsAcquired Intellectual Property”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing Tangible Personal Property set forth on Schedule 2.1(c) (the “Intangible Acquired Tangible Personal Property”), including, without limitation, the rights to all brand names; (d) All inventionsall Leased Real Property set forth on Schedule 2.1(d) that is designated by the Seller to be assigned to the Buyer in accordance with Section 6.14 (the “Acquired Leased Real Property”), discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect Leasehold Improvements related thereto (the “Know-howAcquired Leasehold Improvements”) and all right, title and interest of the applicable members of the Selling Group, as the tenant, lessee, subtenant or sublessee, as applicable, in, to and under the leases listed and described on Schedule 2.1(d) and designated by the Seller to be assigned to the Buyer in accordance with Section 6.14, to the extent transferable under applicable Law (the “Acquired Leases”); (e) All other trade secrets and proprietary information relating all of the Selling Group’s rights, to the Businessextent transferable, including customer listsunder warranties, market surveys indemnities and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”)similar rights against third Persons; (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business all purchase orders to the extent transferable under Applicable Lawoutstanding as of the Closing Date (the “Assumed Purchase Orders”); a list of such outstanding purchase orders as of January 2, 2015 is set forth on Schedule 2.1(f); (g) All books, records, accounts, correspondence and other information which has been reduced all bids or quotations made to writing relating to or arising out customers of the Business, including accounting records, legal records, technical information Business in the ordinary course of business and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any outstanding as of the foregoingClosing Date; (h) All all of Sellerthe Selling Group’s claims and rights under all leasesContracts, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto including Intellectual Property Agreements (collectively, the “Assumed Contracts”); (i) All accounts owned or acquired all Accounts Receivable held by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”)Selling Group; (j) All all prepaid itemsexpenses (other than prepaid insurance), credits, advance payments, security, deposits, bank accountscharges, certificated securities, all certificates of deposit, sums and all promissory notes and other evidences of indebtedness and other similar assets relating fees to the Businessextent related to any Acquired Assets; (k) All interests in partnershipsall Books and Records (other than original financial and accounting records, joint ventures income and other business associations relating to similar Tax Returns and related Books and Records); provided, however, that the BusinessSelling Group may redact any information that is not reasonably necessary for the operation of the Business as conducted on the date hereof; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable applicable Law, all Licenses held by the Selling Group; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets all goodwill exclusively relating to, and the going concern value of, the Business other than goodwill associated with the corporate name of the Seller or Excluded Liabilities) ;any of its Selling Affiliates; and (n) All of Seller’s claims all assets, properties and causes of action against others relating rights set forth on Schedule 2.1(n), including with respect to the Business (except Data Center. Notwithstanding anything herein to the extent related contrary, (i) any Acquired Assets of the French Selling Affiliate (the “French Assets”) shall be sold, conveyed, assigned, transferred and delivered to the Excluded Assets Buyer or Excluded Liabilities); and (o) All goodwill associated with the Business one or Assetsmore of its Buying Affiliates only in accordance with, together with the right to represent to third parties that Purchaser is the successor and subject to the Businessacceptance by the French Selling Affiliate of the terms and conditions of, the Irrevocable Offer Letter and (b) any Acquired Assets of a Subject Selling Affiliate that is subject to a Local Market Agreement under the provisions of Section 6.12 shall be sold, conveyed, assigned, transferred and delivered, if at all, to the Buyer or one or more of its Buying Affiliates at the time contemplated by that Local Market Agreement.

Purchase and Sale of Assets. Subject to 2.1 Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller agrees to shall sell, transfer, convey, assign, transfer and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase and acquire from Seller, free and clear of any Liens or encumbrances, all of the business assetsSeller's right, properties, real or personal, title and rights of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable interest in the Seller Business, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the followingfollowing assets: (a) Inventoryall machinery, equipment, tools, spare parts, furniture, office equipment, computer hardware, supplies, materials, vehicles and other items of tangible personal property of every kind owned or leased by Seller (wherever locatedlocated and whether or not carried on Seller's books), used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the sameBusiness, including all supplies and embedded softwarethe items described in Schedule 2.1(a) ("Tangible Personal Property"); (b) Fixed all amounts owed to the Seller by its customers and other physical assetsothers, wherever locateddetermined in accordance with generally accepted accounting principles("Accounts Receivable") as set forth on Schedule 2.1(b)(1) and all materials and goods, used or useable in held for sale as part of the Business consisting of Equipmentand related supplies owned by Seller ("Inventory"), and fixtures (“Fixed Assets”as set forth on Schedule 2.1(b)(2); (c) All Patents, Copyrights and Trademarks used or useable in the Business, any and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and intangible assets owned by Seller and all agreements of any nature whatsoever or used in connection with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitationgoing concern value, those set forth on Schedule 6(k) hereto goodwill, telephone and telecopy listings (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities"Intangible Property"); and (od) Except as otherwise provided, all operating permits, or tank permits, and other permits, licenses, filings and other governmental authorizations, agreements, contracts, and approvals (collectively, the "Transferable Permits"); All goodwill associated of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "Assets." All of the Assets shall be transferred subject to normal wear and tear and without warranties of any kind, whether expressed or implied, other than warranties of title, and are sold "AS IS, WHERE IS", WITH ALL FAULTS AND DEFECTS" and "WITH NO REPRESENTATION OR WARRANTY AS TO CONDITION, MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE", WHETHER EXPRESS, IMPLIED OR STATUTORY. As used in this Agreement, "Lien" shall mean any conditional sale agreement, charges, defect of title, easement, encroachment, encumbrance, hypothecation, infringement, lien, mortgage, pledge, reservation, restriction, security interest, title retention, or other security arrangement, or any adverse right or interest, charge, or claim of any nature whatsoever of, on, or with the Business respect to any property or Assetsproperty interest, together with the right to represent to third parties that Purchaser is the successor to the Businessother than liens for taxes not yet due and payable.

Purchase and Sale of Assets. Subject On and subject to the terms and conditions of this Agreement, Seller agrees to at the Closing, Sellers shall sell, assign, transfer, convey, assign, and deliver to Purchaser, free and clear of all Liens (other than Permitted Encumbrances for the Real Property and Leased Real Property), and Purchaser agrees to shall purchase, acquire, and accept from Sellers, all of the business right, title, and interest of Sellers in and to the Purchased Stores, including substantially all of the assets, properties, real or personal, and rights of Sellers relating to or utilized in the Business as conducted at the Purchased Stores, directly or indirectly, in whole or in part, (other than the Excluded Assets), of every nature, kind type and description, real, personal or mixed, tangible and intangible, as wherever located and whether or not reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession books of the Seller (the “Assets”)Sellers, except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include including the following, as the same shall exist on the date hereof and any additions thereto on or before the Effective Time and any deletions therefrom made in accordance with the terms of this Agreement on or before the Effective Time: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded softwareReal Property; (b) Fixed and other physical assetsby assignment of leases, wherever locatedall of Sellers’ rights in, used or useable in the Business consisting of Equipmentto, and fixtures (“Fixed Assets”)under the Real Property Leases; (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand namesEquipment; (d) All inventionsto the extent permitted by applicable Law, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in all of the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto Contracts listed on Schedule 1.1(d) (the “Know-howAssumed Contracts”); (e) All the paper products, other trade secrets than paper products containing the KFC/KFC-Taco Xxxx logo or names, used in the Business and proprietary information relating to located at the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”)Purchased Stores; (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable permitted under Applicable applicable Law, the Permits; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth assets identified on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities1.1(g); and (oh) all of the Information. All goodwill associated with of the Business or items described in this Section 1.1 to be purchased by Purchaser and which are not Excluded Assets are hereinafter collectively referred to as the “Acquired Assets, together with the right to represent to third parties that .” The Acquired Assets shall be purchased by Purchaser is the successor to the Business“as is” “where is.”

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, on and with effect as of the Closing Date, Seller agrees to shall sell, assign, transfer, convey, assign, convey and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase from Seller, free and clear of any Encumbrances, other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the business assets, properties, real or personal, properties and rights of every kind and nature, kind and descriptionwhether real, personal or mixed, tangible or intangible (including goodwill), wherever located and intangible, whether now existing or hereafter acquired as reflected on a result of work performed by Seller prior to the Closing Balance Sheet (other than the Excluded Assets), which relate to, or are used or useable held for use in connection with, the Seller BusinessBusiness (collectively, owned by, leased by, or in the possession of the Seller (the “Purchased Assets”), except that including, without limitation (other than the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence), the Assets include the following: (a) Inventoryall Contracts, wherever locatedincluding Intellectual Property Agreements, used or useable in the Business set forth on Exhibit B (the “InventoryAssigned Contracts”); (b) consisting of all Intellectual Property Assets; (c) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”); (d) all inventory, merchandisefinished goods, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, productionprogress, packaging, promotionsupplies, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed parts and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures inventories (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-howInventory”); (e) All other trade secrets all Leased Real Property; Leasehold Estates; Leasehold Improvements and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”)Leases; (f) All right, title all Permits that are held by Seller and interest required for the conduct of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to as currently conducted or for the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence ownership and other information which has been reduced to writing relating to or arising out use of the BusinessPurchased Assets, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth listed on Schedule 6(kSection 4.17 of the Disclosure Schedules; (g) hereto (collectivelyall rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise; (h) all prepaid expenses, credits, advance payments, prepayments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (excluding any such item relating to the payment of Taxes for periods ending prior to the Closing) to the fullest extent assignable (the “ContractsPrepaids”); (i) All accounts owned or acquired by Seller includingall of Seller’s rights under warranties, accounts receivable, notes indemnities and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating all similar rights against third parties to the Business (“Accounts Receivable”)extent related to any Purchased Assets; (j) All prepaid itemsall insurance policies (to the extent assignable), depositsinsurance benefits, bank accountsincluding rights and proceeds, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities; (k) All interests all claims, causes of action, causes in partnershipsaction, joint ventures rights of recovery and rights of set-off of any kind, against any Person, including without limitation any liens, security interests, pledges or other business associations relating rights to payment or to enforce payment in connection with service performed or products delivered by Seller on or prior to the BusinessClosing Date; (l) All rights originals, or where not available, copies, of Seller under express or implied warranties from the suppliers all books and records, including, but not limited to, books of Seller account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, 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 respect any Governmental Authority), 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, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets to and the extent transferable under Applicable LawIntellectual Property Agreements (“Books and Records”) excluding, for certainty, the Corporate Records; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ;equity interests in other entities; and (n) All all goodwill and the going concern value of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreementset forth herein, Seller agrees hereby sells, assigns, transfers, conveys and delivers to sell, transfer, convey, assignBuyer, and deliver to PurchaserBuyer hereby purchases from Seller, free and Purchaser agrees to purchaseclear of any Encumbrances, all of Seller’s right, title and interest in, to and under each of the business following assets, properties, real or personal, properties and rights of every kind and nature, kind and descriptionwhether real, personal or mixed, tangible or intangible (including goodwill), wherever located and intangiblewhether now existing or hereafter acquired (other than the Excluded Assets), as reflected on the Closing Balance Sheet which relate to, or are used or useable held for use in connection with, the Seller BusinessBusiness (collectively, owned bythe “Purchased Assets”): (a) all information relating to past, leased by, or in the possession present and prospective customers of the Seller Business (the “AssetsCustomers”), except that the Assets shall not include any including Customer lists, purchasing histories, maintenance records, Customer complaints and inquiry files, lists of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) applications installed, list of licenses, and maintenance renewal amounts and dates, all of which shall be retained provided by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality means of the preceding sentencea CRM database, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting Publishers’ portal and any other relevant means of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded softwareproviding such information; (b) Fixed all “Reseller of Record” designations and other physical assets, wherever located, used or useable records for the Publisher including those in the Business consisting of EquipmentPublisher’s portal, and fixtures (“Fixed Assets”)including all of the foregoing in respect of leads, prospects and opportunities identified on the lead grid in the Publisher’s portal or in Seller’s CRM database; (c) All Patents, Copyrights and Trademarks used all revenues associated with the renewal of annual maintenance Contracts with Customers with expiration dates on or useable in after the Business, and all agreements of any nature whatsoever with respect to any of Closing Date that are renewed on or after the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand namesClosing Date; (d) All inventionsall books and records, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in including any files to the extent relating to the Business (“Books and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-howRecords”); (e) All other trade secrets all of Seller’s rights under warranties, indemnities and proprietary information relating to the Business, including customer lists, market surveys all similar rights against third parties and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and third parties not to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to compete with the Business to or solicit any of the extent transferable under Applicable Law; (g) All booksemployees, recordsclients, accounts, correspondence and other information which has been reduced to writing relating to Customers or arising out suppliers of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of the right to enforce Contracts with Business Employees who have agreed not to compete with the Business or solicit any of the foregoing; (h) All employees, clients, Customers or suppliers of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”and Seller shall enforce such rights as and when requested by Buyer at Buyer’s sole cost and expense);; and (jf) All prepaid items, deposits, bank accounts, certificated securities, all certificates rights to any Actions of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating any nature available to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of or being pursued by Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that Purchaser is the successor to the Businesswhether arising by way of counterclaim or otherwise.

Purchase and Sale of Assets. Subject to the terms and conditions of set forth in this Agreement, at the Closing, Seller agrees to shall irrevocably sell, convey, transfer, convey, assign, assign and deliver to Purchaser, and Purchaser agrees to purchase, Buyer all of the business assets, properties, real or personal, and rights of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licensesto, transferable permitsand Buyer (or its designated Affiliates) shall purchase from Seller, exemptionsall of the assets of Seller owned, approvals, franchises and privileges used or held for use in the conduct of the Business or otherwise relating to the Business Business, free and clear of any Liens (other than the Permitted Liens), including the following (collectively, other than the Retained Assets, the “Purchased Assets”): (a) The Products and all Technology relating to the extent transferable Products, including Technology embodied by the Products or otherwise necessary for the use, operation or other exploitation of the Products (collectively, the “Transferred Technology”); (b) All Intellectual Property Rights of the Business or embodied by the Transferred Technology or that would be infringed by the manufacture, sale, use, operation or other exploitation of the Transferred Technology, including trademarks (and the name “SecurityDam”), Internet domain names and all rights to past, present and future damages for infringement thereof (collectively, the “Transferred Intellectual Property”). For the sake of clarity, the term Transferred Intellectual Property includes the items listed on Schedule 2.1(b) hereto; (c) All papers and records (in paper or electronic format) in Seller’s control relating to the Products, including all technical and descriptive materials relating to the Products, purchasing and sales records, customer and vendor lists, copies of accounting and financial records, product documentation, product specifications, marketing requirement documents, and software release orders (collectively, “Business Books and Records”); (d) The information technology equipment listed on Schedule 2.1(d), whether owned or leased by Seller, wherever located, used in the Business; (e) All of Seller’s rights and benefits in, to and under Applicable Lawthe Contracts set forth on Schedule 2.1(e) hereto (the “Assigned Contracts”); (f) All packaging materials, brochures, user manuals, graphics, and artwork (in each case, in paper and electronic format) and UPC codes, if any, relating to the Products; (g) All booksInternet domains, records, accounts, correspondence and other information which has been reduced including content on Seller’s website related to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of Products or the foregoingTransferred Technology; (h) All of Seller’s claims machinery, equipment, hardware and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating other fixtures used in any manner to the Business including, without limitation, those set forth on as specified in Schedule 6(k2.1(h) hereto (collectively, the “Contracts”);attached hereto; and (i) All accounts owned all other rights, assets, properties and business, other than the Retained Assets, of every kind and description, wherever located, real, personal or acquired mixed, tangible or intangible, purported to be or owned, held for use or used by Seller includingor its Affiliates, accounts receivable, notes and notes receivable, other receivables, book debts and other forms that are comprising the Products or are part of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Purchased Assets, together with the right to represent to third parties that Purchaser is the successor to or necessary for the Business.

Purchase and Sale of Assets. Subject to At the Closing, on the terms and subject to the conditions of this Agreementcontained herein, the Seller agrees to shall sell, transfer, convey, assign, assign and deliver to the Purchaser, and the Purchaser agrees to purchaseshall purchase and accept from the Seller, all of the business assetsSeller's right, properties, real title and interest in and to all assets and properties which relate to or personal, and rights of every nature, kind and description, tangible and intangible, as reflected on are used in connection with the Closing Balance Sheet used or useable in the Seller Business, owned byBusiness that are owned, leased byor licensed by the Seller, or in free and clear of any Liens, other than the possession of the Seller Excluded Assets (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentencecollectively, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed "Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”"), including, without limitation: (a) all rights of the Seller in and to the Seller Intellectual Property which relate to or are used in connection with the Business, including without limitation the rights Seller Intellectual Property listed on Schedule 2.01(a); (b) the goodwill and going concern value of the Business, including without limitation the right to use the names "Centrus" and "Centrus Pharmacy Benefits Management"; (c) all brand namescredits, deferred charges, advance payments, security deposits and prepaid expenses, which relate to or are used in connection with the Business; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes any other asset that would be classified as a current asset under GAAP which relates to or is used or useable in connection with the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”)Business; (e) All all property, plant and equipment, machinery, supplies, furniture, automobiles, fixtures, computers, computer files, books and records, intangibles and other trade secrets and proprietary information relating items of personal property which relates to or is used in connection with the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All rightall deposits and other noncurrent assets as reflected on the Seller Balance Sheet and all deposits made and noncurrent assets acquired since the date of the Seller Balance Sheet, title and interest of Seller which relate to or are used in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to connection with the Business to the extent transferable under Applicable LawBusiness; (g) All booksall rights of and benefits accruing to the Seller under Contracts, recordswhich relate to or are used in connection with the Business (including Nonassignable Contracts), accountsincluding rights to assert claims and take other rightful actions in respect of breaches, correspondence defaults and other information which has been reduced to writing relating to or arising out violations of such Contracts (the Business"Assumed Contracts"), including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoingContracts listed on Schedule 3.17; (h) All all Licenses of the Seller’s , which relate to or are used in connection with the Business, including the Licenses listed on Schedule 2.01(h); (i) all agreements with vendors, which relate to or are used in connection with the Business and which are listed on Schedule 2.01(i); (j) all rights to causes of action, lawsuits, judgments, claims and rights under all leasesdemands of any nature available to or being pursued by the Seller with respect to the Business or the ownership, contractsuse, agreements, and purchase and sales ordersfunction or value of any Asset, whether written arising by way of counterclaim or oralotherwise; (k) all guarantees, relating warranties, indemnities and similar rights in favor of the Seller with respect to any manner Asset; (l) all operating data and records of the Seller, which relate to or are used in connection with the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectivelycustomer lists and records, the “Contracts”); (i) All accounts owned or acquired by Seller includingvendor lists, accounts receivableequipment logs, notes operating guides and notes receivablemanuals, other receivablestelephone numbers and connections, book debts purchasing materials and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid itemsrecords, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness correspondence and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures documents and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Lawbooks and records; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ;all of the outstanding capital stock of the IPA Sub; and (n) All of Seller’s claims and causes of action against others relating to without limiting the Business (except foregoing the assets listed on Schedule 2.01(n). Notwithstanding the foregoing, to the extent related that assignment hereunder by the Seller to the Excluded Assets Purchaser of any Assumed Contract or Excluded Liabilities); and License is not permitted or is not permitted without the consent of any third party, this Agreement will not be deemed to be an assignment of the same or to constitute an undertaking to assign the same if such consent is not given or if such an assignment or undertaking to assign otherwise would constitute a breach of or cause a loss of benefits thereunder. The Seller will use its commercially reasonable efforts to obtain any and all such third party consents. If any such third party consent is not obtained prior to the Closing, the Seller will continue to use its commercially reasonable efforts to obtain such consents after the Closing Date until such consent has been obtained (o) All goodwill associated or, with the Business or Assetscooperation of the Purchaser, together use its commercially reasonable efforts to negotiate a new agreement with the right other party to represent such Nonassignable Contract), and will cooperate with the Purchaser in any reasonable arrangement designed to third parties that Purchaser is the successor provide to the BusinessPurchaser after the Closing the benefits under the applicable Assumed Contract or License, including enforcement of rights thereunder at the cost and for the account of the Purchaser, and the Purchaser shall perform all of the Seller's obligations with respect to such Assumed Contract or License, to the extent the Purchaser would have been responsible therefor hereunder if such consent or approval had been obtained. The Seller shall pay and discharge, and shall indemnify and hold the Purchaser harmless from and against, any and all out-of-pocket costs of seeking to obtain or obtaining any such consent or approval whether before or after the Closing Date. This Section 2.01 shall not be deemed to constitute an agreement to exclude from the Assets any assets described under Section 2.01. The Contracts and Licenses set forth on Schedule 2.01(l) (the "Nonassignable Contracts") are included in the definition of Assets but are not permitted or are not permitted without the consent of a third party to be assigned to the Purchaser under this Agreement. Following the Closing, the Seller shall not terminate, modify or amend any Nonassignable Contract without the Purchaser's prior written consent.

Purchase and Sale of Assets. Subject to On the terms and conditions of this AgreementClosing Date (as defined herein), Seller agrees to shall sell, assign, transfer, convey, assign, and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase from Seller, free and clear of all liens, claims, encumbrances, security interests, and other charges, all of the business assets, properties, real or personal, and rights of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller following assets (the “collectively "Transferred Assets”"), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following:; (a) Inventory, wherever located, used or useable in the Business All of Seller's finished goods inventory of Utopia Products (the “Inventory”"Finished Goods"), a complete list of which is attached hereto as SCHEDULE 1(A). SCHEDULE 1(A) consisting sets forth the product name, SKU number, and quantity as well as Seller's actual cost of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are with respect to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping each item of the same, including all supplies and embedded software;Finished Goods included in Transferred Assets. (b) Fixed and other physical assetsAll of Seller's inventory on consignment with full right of return of Utopia Products (the "Consignment Inventory"), wherever locateda complete list of which is attached hereto as SCHEDULE 1(B). SCHEDULE 1(B) sets forth the product name, used or useable in the Business consisting of EquipmentSKU number, and fixtures quantity as well as Seller's dealer price (“Fixed as in effect on February 27, 1997) with respect to each item of Consignment Inventory included in Transferred Assets”);. The Consignment Inventory and the Finished Goods are collectively referred to herein as the "Inventories." (c) All Patents, Copyrights and Trademarks used of Seller's intellectual property rights that are owned by or useable in the Business, and all agreements of any nature whatsoever with respect licensed to any of the foregoing (the “Intangible Property”)Seller, including, without limitation, all patents and applications therefor, know-how, unpatented inventories, trade secrets, packaging styles and methods, business and marketing plans, ideas for products or production developed by or on behalf of Seller, copyrights and applications therefor, trademarks and applications therefor, service marks and applications therefor, trade names and applications therefor, and all names, logos, and slogans used by Seller related to Utopia Products (the rights "Intellectual Property"), including the Intellectual Property set forth in SCHEDULE 1(C) attached hereto and including any other Intellectual Property transferable by Seller relating to Utopia Products. Attached to SCHEDULE 1(C) are copies of all brand such business and marketing plans, license agreements, copyrighted materials, trademarks, and trade names;, and patents and all applications therefor relating directly or indirectly to Utopia Products. The parties acknowledge and agree that Seller makes no representations or warranties as to any Intellectual Property and that Seller and Buyer have negotiated an allowance for legal expenses involved in resolving certain Intellectual Property issues as is more specifically described in paragraph 4(d) below. (d) All inventionssales and promotional materials relating to Utopia Products, discoveriesincluding, improvementswithout limitation, computer softwareeducational materials, datasales brochures, skillproduct displays and t-shirts ("Promotional Materials"), expertise, procedures a complete list of which is attached hereto as SCHEDULE 1(D). SCHEDULE 1(D) sets forth the items and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever quantity as well as Seller's actual cost with respect thereto (the “Know-how”);to each item of Promotional Materials included in Transferred Assets. (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of owned by Seller in and to Licensesthe name "Utopia" and any and all names associated with any Utopia Products sold by Seller at any time within the preceding twenty-four (24) months, transferable permits, exemptions, approvals, franchises and privileges relating to any derivations thereof (the Business to the extent transferable under Applicable Law;"Names"). (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (hf) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller 's product formulas with respect to all Utopia Products (the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All "Formulas"), complete copies of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilitieswhich are attached hereto as SCHEDULE 1(F); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject to the terms and conditions of this AgreementSeller will sell, Seller agrees to sellconvey, transfer, conveyand assign to Buyer, assignat the Closing, by bill of sale, assignment, or other appropriate instruments, free of xxx Liens of any Entity or person, pursuant to Section 363 of the Bankruptcy Code and the Approval Order, and deliver Buyer will purchase and take title to, at the Closing and subject to Purchaser, and Purchaser agrees to purchasethe conditions set forth below, all of the business assetspersonal property owned by Seller (whether known or unknown, properties, real tangible or personalintangible, and rights of every nature, kind wherever located) and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased byconnection with, or that arise out of, the operation of Seller's Aluminum Businesses, except the property listed in Section 2. The property sold and purchased under this Agreement is sometimes collectively referred to as the possession "Purchased Assets." The Purchased Assets include all of the Seller (the “Assets”)following personal property owned by Seller, except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the followingdescribed as follows: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf all receivables of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping arise out of the same, including all supplies and embedded softwareoperation of Seller's Aluminum Businesses; (b) Fixed and other physical assetsall inventory of Seller acquired for Seller's Aluminum Businesses (including raw materials, wherever locatedsupplies, used or useable in the Business consisting of Equipmentwork-in-process, semi-finished goods, and fixtures (“Fixed Assets”finished goods, and rights to goods in transit, all replacement, spare, and component parts); (c) All Patentsall rights arising from prepaid expenses, Copyrights and Trademarks used or useable in the Businessdeferred charges, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”deposits, other than bank deposits resulting from Seller's Aluminum Businesses, listed on Schedule 1(c), including, without limitation, the rights to all brand names; (d) All inventionsall other fixed assets, discoveriesincluding all machinery, improvementsequipment, including anodizing racks and extrusion presses, tooling, dies, furniture, furnishings, business machines and computer softwarehardware, datatelephonic equipment, skillall spare, expertisereplacement or maintenance parts, procedures tooling, and processes supplies related to such items that are used in connection with Seller's Aluminum Businesses, and including those items described in Schedule 1(d), (but excluding only those items specifically set forth in Section 2; provided, however, that the list of fixed assets set forth in Schedule 1(d) is not intended by the parties to be an exhaustive or useable exclusive listing of the fixed assets of Seller sold under this Agreement, it being the intention of the parties that Buyer acquire all of the fixed assets of Seller used in connection with Seller's Aluminum Businesses, irrespective of whether any fixed assets are disclosed in the Business schedules, and owned by Seller regardless of whether the assets have been written off the books and all agreements records of any nature whatsoever with respect thereto (the “Know-how”)account of Seller, but excepting only those fixed assets specifically described in, and excluded by, Section 2 below; (e) All all rights of Seller to computer software (however recorded), programs, data bases, including all systems data, source programs, record layouts, program libraries, and any other trade secrets and proprietary information relating documentation in those application areas that pertain to any data processing system or operation related to the Businessengineering, including customer listsmarketing, market surveys accounting, receiving, purchasing, and maintenance functions used exclusively in Seller's Aluminum Businesses; all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”which are listed in Schedule 1(e); (f) All pursuant to Section 365 of the Bankruptcy Code and the Approval Order, all right, title and interest of Seller in and to Licensesall of Seller's Contracts (including purchase orders and leases) that (i) result from or pertain to Seller's Aluminum Businesses, transferable permits(ii) are described in Schedule 1(f), exemptions(iii) qualify as Executory Contracts and are assumed by Seller pursuant to Section 365 of the Bankruptcy Code, approvalsand (iv) are assigned to Buyer, franchises pursuant to an Assignment and privileges relating to the Business to the extent transferable under Applicable LawAssumption Agreement, a copy of that agreement being attached as Exhibit A; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out the customer list of the Businesscustomers of Seller's Aluminum Businesses, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoingthose customers disclosed in Schedule 1(g); (h) All all drawings, designs and production data, manuals, charts, instructions of Seller’s claims application, files, records, signs, customer and rights under all leasesmarketing data, contractsengineering data, agreementsplans, and purchase blueprints that are used in connection with Seller's Aluminum Businesses and sales ordersassets, whether written or oralall documents, relating papers, and records pertaining to employees, customers, and vendors in any manner to the Business includingconnection with Seller's Aluminum Businesses, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”)including receivable and payable records; (i) All accounts all Intellectual Property owned or acquired by Seller includingand used in connection with Seller's Aluminum Businesses, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations all rights that Seller has to Seller and Letter of Credit Rights relating any Proprietary Information related to the Business (“Accounts Receivable”)Seller's Aluminum Businesses; (j) All prepaid items, deposits, bank accounts, certificated securitiesto the extent assignable or transferable, all certificates of depositAuthorizations that relate to, and all promissory notes and other evidences of indebtedness and other similar assets relating to or that are used by Seller in connection with Seller's Aluminum Businesses or the BusinessPurchased Assets; (k) All interests in partnershipsall supplies, joint ventures including operating supplies, packaging and shipping materials, stationery and other business associations relating office supplies pertaining to the BusinessSeller's Aluminum Businesses; (l) All rights all of Seller under express or implied warranties from Seller's interest in all telephone, fax, and telex numbers, Internet addresses, Domain names, and Websites, post office box numbers that pertain to Seller's Aluminum Businesses, and all listings pertaining to Seller's Aluminum Businesses in all telephone books and directories, stationery, forms, labels, shipping material, catalogs, brochures, art work, photographs, and advertising and promotional materials; the suppliers of Seller with respect to the Assets to the extent transferable under Applicable LawInternet addresses, domain names, websites, telephone, fax, and telex numbers, and post office box numbers, all being identified in Schedule 1(l); (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets all vendor or Excluded Liabilities) UPC payment identification numbers used by Seller in connection with Seller's Aluminum Businesses for remittances from customers, and all rebates from suppliers or similar payments earned by Seller and resulting from Seller's Aluminum Businesses; (n) All all rights under third-party manufacturers' warranties that pertain to Seller's Aluminum Businesses; (o) all claims as to which Seller is a judgment creditor, resulting from Seller's Aluminum Businesses; (p) all of Seller’s 's choses in action or claims and causes of action against others relating to that pertain to, or arise out of, the Business (except to the extent related to the Excluded Purchased Assets or Excluded Liabilities)Seller's Aluminum Businesses; and (oq) All the goodwill associated with and going concern value of Seller's Aluminum Businesses. The list of property set forth above is not intended by the Business parties to be an exhaustive or Assetsexclusive listing of the property of Seller sold under this Agreement. Rather, together with the right parties intend that Buyer acquire all property, property rights, and assets of Seller related to represent or that arise out of the operation of Seller's Aluminum Businesses, including all Contract rights for Contracts that are assigned to third parties Buyer as described in Section 1(f), and legal rights of Seller, wherever situated, irrespective of whether the property, assets or rights are described or disclosed in this Agreement, and regardless of whether the property or assets have been written off the books and records of account of Seller, but excepting only that Purchaser property of Seller that is the successor to the Businessspecifically described within and excluded by Section 2 below.

Purchase and Sale of Assets. Subject to (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller agrees to shall sell, assign, transfer, conveyconvey and deliver, assignor cause to be sold, assigned, transferred, conveyed and deliver delivered, to the Purchaser, and the Purchaser agrees to purchaseshall purchase and acquire from such Seller, all of such Seller’s right, title and interest, as of the business Closing Date, in and to any and all assets, properties, real rights and claims of any kind or personal, and rights of every nature, kind and description, whether tangible and or intangible, as real, personal or mixed, wherever located and whether or not carried or reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession books and records of any of the Seller Sellers, whether now existing or hereinafter acquired, excluding only the Excluded Assets (such assets, properties, rights and claims to be acquired hereunder, collectively, the “Purchased Assets”), free and clear of all Liens (except that for Permitted Liens) in accordance with, and with all of the protections afforded by, Sections 363 and 365 of the Bankruptcy Code. The Purchased Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall include, but not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentencelimited to, the Assets include the following: (ai) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods Leased Real Property save and other personal property except any Leased Real Property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished is leased under a contract of service, or lease that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded softwareis an Excluded Contract; (bii) Fixed and other physical assetsall tangible personal property related to, wherever located, or used or useable useful in or held for use in the Business consisting of Equipmentconduct of, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer listsequipment, market surveys machinery, tools, supplies, spare parts, trucks, cars, other vehicles and all agreements rolling stock, furniture, fixtures, trade fixtures, leasehold improvements, office materials and supplies, and other tangible personal property located on, or off, the premises of any nature whatsoever with respect thereto (the “Proprietary Information”)Leased Real Property; (fiii) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable LawInventory; (giv) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out all of the Businessstock of USDS Canada, including accounting recordsInc., legal recordsa Canadian corporation and Velocity Express Canada LTD, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto a Canadian corporation (collectively, the “ContractsTransferred Entities”). (v) all cash and cash equivalents, securities (other than any equity interests in the Sellers) and negotiable instruments of the Sellers on hand, in lock boxes, in financial institutions or elsewhere; (ivi) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”)Receivables; (jvii) All prepaid itemsall files, depositsoperating data, bank accountsbooks of account, certificated securitiesgeneral, all certificates financial and Tax (other than income tax) records, personnel records of depositthe Transferred Employees, invoices, shipping records, supplier lists, price lists, vendor lists, mailing lists, catalogs, sales promotion literature, advertising materials, brochures, standard forms of documents, manuals of operations or business procedures, research materials, contracts, instruments, filings, administrative and pricing manuals, correspondence, memoranda, plats, architectural plans, surveys, title insurance policies, drawings, plans and specifications, environmental reports, maintenance or service records, soil tests, engineering reports, expired purchase orders, operating records, operating safety manuals, and other material and documents, records and files (whether or not in the possession of any of the Sellers or their respective Representatives, stored in hardcopy form or on magnetic, optical or other media) and any rights thereto owned, associated with or employed by any of the Sellers in the conduct of the Business or otherwise related to the Purchased Assets or the Assumed Liabilities; (viii) all promissory notes and other evidences goodwill associated with the Business or the Purchased Assets, including rights under any confidentiality agreements executed by any third party for the benefit of indebtedness and other similar assets any of the Sellers to the extent relating to the Business; (kix) All interests the Transferred Intellectual Property; (x) all of the rights and benefits accruing under any Assigned Contracts, including any outstanding deposits thereunder; (xi) all of the rights and benefits accruing under any franchises, permits, consents, certificates, clearances, approvals, exceptions, variances, permissions, filings, publications, declarations, notices, licenses, agreements, waivers and authorizations, including Environmental Permits, of or with any Governmental Authority held, used or made by any of the Sellers in partnershipsconnection with the Business (collectively, joint ventures the “Permits and Licenses”) and all deposits and prepaid expenses held by third parties and/or governmental agencies, save and except any such Permit and License that is an Excluded Contract; (xii) the sales and promotional literature, customer lists and other business associations relating sales related materials related to the Business; (lxiii) All the amount of, and all rights to any, insurance proceeds received by any of Seller under express the Sellers after the date hereof in respect of the Loss, destruction or implied warranties condemnation of any Purchased Assets occurring prior to, on or after the Closing or relating to any Assumed Liabilities; (xiv) all unexpired warranties, indemnities, or guaranties from the suppliers of Seller any third party with respect to the Assets to the extent transferable under Applicable Lawany Purchased Asset, including any item of real property, personal property or equipment; (mxv) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Purchased Assets, the full benefit of all representations, warranties, guarantees, indemnities, undertakings, certificates, covenants, agreements and all security therefor received by any of the Sellers on the purchase or other acquisition of the Purchased Assets; (xvi) the Office Depot Litigation and any other litigation rights, causes of action, choses in action and rights of action of recovery and counterclaims and setoff and recoupment rights, whether known or unknown and including the proceeds thereof, including without limitation any and all demands, defenses, Actions, causes of action, credits, allowances, rebates, refunds, prepayments, security deposits and other security, deposits or rights of setoff or recoupment (other than against the Sellers or any of their Affiliates), including all Avoidance Claims; (xvii) any rights to Tax refunds, credits or similar benefits, other than refunds, credits or similar benefits due to Sellers with respect to income taxes (but including refunds, credits or similar benefits to any entity the equity of which is included in the Purchased Assets with respect to income taxes or Excluded Liabilitiesany subsidiaries of such entities); (xviii) all deposits received by any of the Sellers from any subtenants with respect to any subleases of Leased Real Property which are Assigned Contracts; (xix) all prepaid and deferred items that relate to the Business or the Purchased Assets, including all prepaid rentals and unbilled charges, fees and deposits; (xx) all confidentiality, non-compete and similar agreements entered into by any employees of or independent contractors retained by the Sellers; (xxi) to the extent that they are Assigned Contracts, all Contracts with the Sellers’ drivers and other independent contractors; (xxii) subject to the terms of the respective Employee Plans with respect to such assets and subject to applicable Law, including ERISA, any assets relating to the Employee Plans listed in Section 6.1(b) of the Sellers’ Disclosure Schedule that are assumed pursuant to Section 2.2(a)(vii) or Section 6.1(b); and (oxxiii) All goodwill associated all current and prior insurance policies of any of the Sellers and all rights and benefits of any nature with respect thereto, including all prepaid premiums, deposit and insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries. (b) Notwithstanding anything in Section 2.1(a) to the contrary, the Sellers shall not sell, convey, assign, transfer or deliver, nor cause to be sold, conveyed, assigned, transferred or delivered, to the Purchaser, and the Purchaser shall not purchase or acquire, and the Purchased Assets shall not include, the Sellers’ right, title and interest in and to the following assets of the Sellers (collectively, the “Excluded Assets”): (i) the company seal, minute books, charter documents, stock or equity record books and such other similar books and records pertaining solely to the organization, existence or capitalization of the Sellers, as well as any other records or materials relating solely to the Sellers generally and not involving or related to the Purchased Assets, Assumed Liabilities or the operations of the Business; (ii) all rights of the Sellers under this Agreement and the Ancillary Agreements; (iii) Tax Returns of the Sellers, other than those relating solely to the Purchased Assets, the Assumed Liabilities or the Business, except that income tax returns and documents and records related solely to such income tax returns, other than income Tax Returns of Transferred Entities or any subsidiaries of such entities (whether or not relating solely to the Purchased Assets, the Assumed Liabilities or the Business), shall be Excluded Assets except to the extent they are filed by any Transferred Entity or any subsidiary of a Transferred Entity; (iv) any Excluded Contract and rights thereunder; (v) any of the capital stock or equity interests in any of the Subsidiaries; and (vi) any right, property or asset that is listed or described in Schedule 2.1(b)(vi). The Purchaser at its sole discretion shall be allowed to amend or supplement Schedule 2.1(b)(vi) at any time on or prior to the Business or Assets, together with the right to represent to third parties that Purchaser is the successor Day prior to the BusinessClosing Date (or such later time as Sellers and the Purchaser may agree) to add to the properties or assets to be excluded under this Section 2.1(b)(vi) without any adjustment to the Purchase Price, provided that the Purchaser may exercise such right with respect to any Contract until the end of the period provided for designating such Contract as an Assigned Contract pursuant to Section 5.1, subject to the express limitations of this Agreement.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreementset forth herein, at the Closing, Seller agrees to shall sell, assign, transfer, convey, assign, convey and deliver to PurchaserBuyer and its designated Affiliates, and Purchaser agrees to purchaseBuyer shall, and shall cause Buyer’s designated Affiliates to, purchase from Seller, free and clear of all Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the business assets, properties, real or personal, properties and rights of every kind and nature, kind and descriptionwhether real, personal or mixed, tangible and intangibleor intangible (including goodwill), as reflected on whether now existing or hereafter acquired (other than the Closing Balance Sheet Excluded Assets), which relate to, or are used or useable held for use in the Seller Businessconnection with, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (collectively, the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Purchased Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names;following: (da) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used all accounts or useable in the Business and owned notes receivable held by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of security, claim, remedy or other right related to any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business foregoing (“Accounts Receivable”); (jb) All all finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories owned by Seller on the Closing Date (“Inventory”) that are used or held for use in the operation or the conduct of the Business including those listed or described on Schedule 2.01(b) (“Transferred Inventory”), but excluding the Inventory necessary for the manufacturing of 7 Day Croissants from and after the Closing listed or described on Schedule 2.02(m) (the “Croissant Inventory”); (c) all Contracts, including Intellectual Property Licenses, set forth on Schedule 2.01(c) (the “Assigned Contracts”); (d) all Intellectual Property Assets, including those set forth on Schedule 2.01(d), together with the goodwill associated exclusively therewith (collectively, the “Transferred IP”); (e) all machinery, equipment, tools and molds, and spare parts inventory with respect thereto (“Equipment”), owned by Seller that are used or held for use in the operation or conduct of the Business, including without limitation, those set forth on Schedule 2.01(e) (the “Transferred Equipment”) but excluding those listed or described on Schedule 2.02(g); (f) the Yadkinville Facility; (g) to the extent legally transferable, all Permits, including Environmental Permits that are used or held for use in the operation or conduct of the Business or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Schedule 4.19(b) and Schedule 4.20(b) (the “Transferred Permits”); (h) all rights to any Actions of any nature available to or being pursued by Seller or any of its Affiliates solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise; (i) all prepaid itemsexpenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, bank accountscharges, certificated securitiessums and fees to the extent used or held for use in the operation or conduct of the Business, but excluding all refunds for Taxes as described in Section 2.02(l) and the items listed or described on Schedule 2.02(n); (j) to the extent legally transferable, all certificates of depositSeller’s rights under guaranties, warranties, indemnities and all promissory notes and other evidences of indebtedness and other similar assets relating rights against third parties to the Businessextent related to any Purchased Asset or any Assumed Liability; (k) All interests in partnershipsthe right to insurance benefits, joint ventures including rights and other business associations proceeds, arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities, except (i) for all insurance benefits, rights or modifications related to any Benefit Plan, and (ii) to the extent such proceeds represent a reimbursement to Seller for amounts paid by Seller with respect to the related claim; (l) All rights of Seller under express or implied warranties from all Uniform Product Codes (UPCs) for the suppliers of Seller with respect to the Assets to the extent transferable under Applicable LawProducts; (m) All proceeds under insurance all books and records, including, but not limited to, personnel records, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, 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 Governmental Authority), sales and promotional literature, manuals, materials and records (including billing records, pricing history, total sales, terms and conditions of sale, sales and pricing policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and intellectual property files relating to the Transferred IP and the Intellectual Property Licenses, in each case limited to printed or written materials used or held for use in the operation or conduct of the Business but specifically excluding materials (except i) to the extent related to the Excluded Assets or the Excluded Liabilities, (ii) not reasonably separable from file documents, books or other records that do not relate exclusively to the Business, and (iii) otherwise described in Section 2.02(d) below (“Books and Records”); (n) all goodwill and the going concern value of the Business; and (o) All goodwill associated with all furniture, fixtures, vehicles, office equipment, supplies, computers and telephones that are used or held for use in the operation or the conduct of the Business other than as listed or Assets, together with the right to represent to third parties that Purchaser is the successor to the Businessdescribed on Schedule 2.02(o).

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Seller agrees to shall, or shall cause one or more of its Subsidiaries, as appropriate, to, irrevocably grant, sell, transfer, convey, assign, convey and deliver to PurchaserBuyer or one or more Buyer Designees, and Purchaser agrees to Buyer or one or more Buyer Designees shall irrevocably purchase, acquire and accept from Seller or the applicable Subsidiary, all of the business assets, properties, real or personal, and rights of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest in, to and under the Purchased Assets that Seller or the applicable Subsidiary owns, leases, licenses, possesses or uses and has the right to transfer as the same shall exist on the Closing Date, wherever located, free and clear of Seller Encumbrances, except for Permitted Encumbrances. For purposes of this Agreement, “Purchased Assets” means the following assets set forth in and (a) through (k) below, whether or not any of such assets, properties or rights have any value for accounting purposes or are carried or reflected on or specifically referred to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to in Seller’s or the applicable Subsidiary’s books or financial statements: (a) the Business to Products; (b) the extent transferable under Applicable Law; Principal Equipment and Purchased Leased Equipment; (gc) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the BusinessAssigned Intellectual Property, including accounting recordsall rights to sue for or assert claims against and seek remedies for past, legal recordspresent and future infringements, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record misappropriations or other violations of any of the foregoing; (h) All of Seller’s claims Assigned Intellectual Property and rights under of priority and protection of interests therein and to retain any and all leasesdamages, contractssettlement amounts and other amounts therefrom against any Person on or after the Closing Date; (d) the Transferred Contracts; (e) the Transferred Governmental Permits; (f) all prepaid expenses for leased and rented equipment exclusively used the Target Business; (g) all Third Party prepaid milestones, agreementsroyalties, and purchase maintenance and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”)support for Transferred In-Licenses; (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreementset forth herein, at the Closing, Seller agrees shall sell, assign, transfer, convey and deliver, and Seller shall cause its Affiliates to sell, transfer, convey, assign, transfer and deliver convey and deliver, to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the business assets, properties, real or personal, properties and rights of every kind and nature, kind and descriptionwhether real, personal or mixed, tangible or intangible (including goodwill), wherever located and intangible, as whether now existing or hereafter acquired and whether or not reflected on the Closing Balance Sheet books and records of Seller (other than the Excluded Assets), which relate to, or are used or useable held for use in the Seller Businessconnection with, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (collectively, the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Purchased Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights following: (a) all Receivables; (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts, all Pharmaceutical Products, and all other operating supplies and other inventories (“Inventory”); (c) all Contracts related to all brand namesSeller and the Business, including Intellectual Property Licenses, including those set forth on Section 2.01(c) of the Disclosure Schedules, to the extent Lawfully assignable (the “Assigned Contracts”); (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”)Intellectual Property Assets; (e) All other all tangible personal property owned by or leased to Seller including without limitation, furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, trade secrets fixtures, computer equipment, computer systems, furnishings, machinery, tenant improvements, security equipment, communications equipment, and proprietary information relating to the Businessequipment operation manuals, including customer lists, market surveys and all agreements of if any nature whatsoever with respect thereto (the “Proprietary InformationTangible Personal Property”), including but not limited to those items listed on Section 2.01(e) of the Disclosure Schedules, with all equipment and other personal property leases for such Tangible Personal Property, to the extent Lawfully assignable (“Personal Property Leases”); (f) All rightall leasehold interests in the Leased Real Property, and fee simple title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to each parcel of the extent transferable under Applicable LawAmarillo Owned Real Property (collectively, the “Acquired Real Property”), together with the building, fixtures and other improvements located on such Acquired Real Property; (g) All booksall Permits, recordsincluding Environmental Permits, accounts, correspondence which are held by Seller and other information which has been reduced to writing relating to or arising out required for the conduct of the Business, including accounting records, legal records, technical information Business as currently conducted or for the ownership and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any use of the foregoing; (h) All of Seller’s claims and rights under all leasesPurchased Assets, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth listed on Schedule 6(kSection 4.17(b) hereto (collectivelyand Section 4.18(b) of the Disclosure Schedules, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable transfer is permitted by Law; (mh) All proceeds under insurance policies (excluding proceeds under insurance policies that relate all rights to Excluded Assets any Actions of any nature available to or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except being pursued by Seller to the extent related to the Excluded Business, the Purchased Assets or Excluded the Assumed Liabilities, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits (including any cash deposits), charges, sums and fees, to the extent related to the Purchased Assets or Assumed Liabilities; (j) all of Seller’s rights under warranties, guaranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets; (k) originals, or where not available, copies, of all books and records relating to the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, Communication Addresses, 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 Governmental Authority), 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, marketing and promotional surveys, material and research and intellectual property files relating to the Intellectual Property Assets and the Intellectual Property Licenses (“Books and Records”); (l) all goodwill and the going concern value of the Business; and (om) All goodwill associated with the Business all rights of Seller arising under or Assets, together with the right to represent to third parties that Purchaser is the successor relating to the BusinessAssumed Liabilities.

Purchase and Sale of Assets. Subject At the Closing (as hereinafter defined), on and subject to the terms and conditions of this Agreement, Seller agrees to shall, and Shareholder shall cause General Cable Technologies Corp. to, sell, assign, transfer, convey, assign, and deliver to Purchaser, and Purchaser agrees to shall purchase, acquire, and accept, all of the business right, title, and interest of Seller and General Cable Technologies Corp., as the case may be, in and to (i) the Business and all goodwill related to the Business, (ii) the name "Romex" and all marks and goodwill associated therewith (whether or not registered), (iii) all of the assets, properties, real or personal, and rights of every natureSeller used in the Business and located at its Watkinsville, kind Georgia facility or its Kingman, Arizona facility, (iv) Inventory used in the Business, wherever located and description, tangible and intangible, as whether or not reflected on the Closing Balance Sheet books of Seller (except as may be specifically excluded by this Agreement), and (v) the machinery and equipment used or useable in the Seller BusinessBusiness and located at the Seller's wire mill facility in Plano, owned byTexas (the "Plano Wire Mill Facility") (for purposes hereof, leased bythe Plano Wire Mill Facility and the Plano Rod Mill Facility (as hereinafter defined) shall be referred to, collectively, as the "Plano Facility"), in each case free and clear of all liens, claims, charges, security interests, and encumbrances of any kind or nature other than Permitted Encumbrances (as hereinafter defined), and consisting of the following, as the same shall exist at the Closing Date (as hereinafter defined) and to the extent the same are used in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the followingBusiness: (a) Inventory, wherever located, All real property owned by Seller and used or useable in the Business (i) in Watkinsville, Georgia, but excluding the “Inventory”landfill and surrounding property located at Seller's facility in Watkinsville, Georgia (the "Watkinsville Landfill Property"), and (ii) consisting in Kingman, Arizona, but excluding the former settlement ponds and surrounding property located at Seller's facility in Kingman, Arizona (the "Kingman Pond Property"), together with all of inventorySeller's right, merchandisetitle, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or interest in the processingbuildings, productionfixtures, packagingand improvements located on all such real property (other than the Watkinsville Landfill Property and the Kingman Pond Property), promotionand all water lines, delivery rights of way, uses, licenses, easements, hereditaments, tenements, and appurtenances belonging or shipping appertaining thereto and any and all assignable warranties of third parties with respect thereto (the same, including all supplies and embedded software"Real Property"); (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”);[INTENTIONALLY OMITTED] (c) All Patentsmachinery, Copyrights equipment, spare parts, supplies, tools, jigs, product racks, dies, computers, terminals, computer equipment (other than all radio frequency equipment and Trademarks used or useable in the Businesscomputers, terminals and computer equipment which are leased), office equipment, business machines, telephones and telephone systems, parts, accessories, and all agreements of any nature whatsoever with respect to any of the foregoing (like, located at the “Intangible Property”)Real Property or the Plano Wire Mill Facility, including, without limitation, the rights to equipment and projects listed on EXHIBIT B hereto, and any and all brand namesassignable warranties of third parties with respect thereto (the "Equipment"); (d) All inventionsTo the extent that assignment to Purchaser is permitted by applicable law, discoveriesall of the contracts, improvementsleases, computer softwaresubleases, datawarranties, skillcommitments, expertiseagreements, procedures sales orders and processes used or useable in other executory commitments specifically listed on SCHEDULES 1.1(D) and 5.10 of the Business Disclosure Letter (individually, a "Contract" and owned collectively, the "Contracts"); it being expressly understood by the parties that Seller and all agreements Shareholder are under no obligation, except as may otherwise be provided herein, to obtain consent for or to assign any such items, including customer or buying group contracts, that are not specifically identified on SCHEDULES 1.1(D) or 5.10 of any nature whatsoever with respect thereto (the “Know-how”)Disclosure Letter as the "Assigned Contracts"; (e) All raw materials other trade secrets than copper cathode, work-in-progress, finished goods, goods held for resale, samples and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto promotional literature wherever located (the “Proprietary Information”"Inventory"); (f) All rightmotor vehicles, title trucks, forklifts, and interest other rolling stock and all assignable warranties of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to third parties related thereto (the Business to the extent transferable under Applicable Law"Vehicles"); (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manualspatents, designs, blueprintsart work, models, drawingslabels, specifications, patterns designs-in-progress, formulations, know-how, prototypes, inventions, trademarks, trade names, trade styles, service marks, together with all goodwill associated therewith, and any computer record of any copyrights; all registrations and applications therefor, both registered and unregistered, foreign and domestic; all trade secrets, technology or processes; and all confidential or proprietary information that are listed on SCHEDULE 5.10 of the foregoingDisclosure Letter and are either (i) owned by or negotiated in the name of Seller or General Cable Technologies Corp. for use in the Business or (ii) as to which Seller or General Cable Technologies Corp. has rights as licensee for use in the Business which, for the avoidance of doubt, shall not include the name "General Cable" or any variation or derivation of that name (the "Intellectual Property"); (h) All existing data, data bases, books, records (except those records in Seller's corporate offices or at off-site storage facilities which are duplicates of the books and records of the Business), correspondence, records of sales, customer and vendor lists, files, and, to the extent permitted under applicable law or regulation, copies of historical personnel payroll and, if in Seller's possession, medical records of each of the Hired Employees (as defined in Section 11.1 hereof) in the possession of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, including without limitation, those set forth on Schedule 6(kemployment applications, corrective action reports, disciplinary reports, notices of transfer, notices of rate changes, other similar documents, and any summaries of such documents regularly prepared by Seller; all reported medical claims made for each Hired Employee; and all manuals and printed instructions of Seller relating to the Acquired Assets (as hereinafter defined) hereto or to the operations conducted by Seller at Watkinsville, Georgia or Kingman, Arizona (collectively, the “Contracts”"Books and Records"); (i) All accounts owned To the extent assignable under applicable law or acquired by Seller includingregulation, accounts receivableall licenses, notes and notes receivablefranchises, other receivablespermits, book debts certificates, consents, and other forms governmental or quasi-governmental authorizations of obligations to Seller and Letter of Credit Rights relating to or applications therefor (the Business (“Accounts Receivable”"Permits"); (j) All prepaid itemsfurniture, deposits, bank accounts, certificated securities, all certificates of depositfixtures, and leasehold improvements located on the Real Property, and any and all promissory notes assignable warranties covering such furniture, fixtures, and other evidences of indebtedness leasehold improvements owned by Seller or in which Seller has an interest ("Furniture and other similar assets relating to the BusinessFixtures"); (k) All interests refunds; all choses in partnershipsaction, joint ventures causes of action, claims, and other business associations relating demands of Seller related to any of the Business;assets, rights or properties of Seller otherwise described in this Section 1.1, including without limitation, rights to returned or repossessed goods and rights as an unpaid vendor, rights of recovery, rights of set-off and rights of recoupment; all security deposits and utility deposits; and (l) All rights assets identified on SCHEDULE 1.1.1 of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the BusinessDisclosure Letter.

Purchase and Sale of Assets. Subject Upon the execution of this Agreement and subject to the terms and conditions of this Agreementset forth herein, Buyer shall purchase and assume from Seller, and Seller agrees to shall (and shall cause its Affiliates to) sell, transfer, convey, assign, transfer and deliver to PurchaserBuyer, free and Purchaser agrees to purchaseclear of all liens, all mortgages, pledges, charges, security interests or other encumbrances of the business assetsany natures (collectively, properties, real or personal, and rights of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (the “AssetsEncumbrances”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out all of the Businessassets and properties of Seller (and its Affiliates), including accounting recordswherever located, legal recordswhether tangible or intangible, technical information and manualswhether now existing or hereafter acquired, designsdirectly or indirectly owned by Seller (or any of its Affiliates), blueprintsor to which Seller (or any of its Affiliates) is directly or indirectly entitled, modelsand, drawingsin any case, specificationsbelonging to, patterns or used or intended to be used, as described below, and any computer record of goodwill related to any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto limitation (collectively, the “ContractsPurchased Assets”);): (i) All accounts owned or acquired by Seller includinga total of Ninety Seven (97) Bitmain bitcoin mining machines (the “Equipment”) as more fully described in Schedule II attached hereto, accounts receivablewhich shall be subject to that certain Security and Pledge Agreement in the form attached hereto as Exhibit D (the “Security Agreement”), notes for so long as the Purchase Price (as defined herein) remains outstanding; (ii) Seller’s Workstation which includes it’s contents at the time of execution, including but not limited to its Siacoin UI. (iii) all books and notes receivablerecords pertaining to ownership of the Equipment as applicable, other receivablesincluding all books of account, book debts general, financial, Tax, invoices, shipping records, supplier lists, machinery and other forms equipment maintenance files, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, correspondence with any Governmental Authority, sales records (including pricing history, total sales, terms and conditions of obligations to Seller sale, sales and Letter of Credit Rights pricing policies and practices), strategic plans, marketing and promotional surveys, material and research, studies and reports, research and files relating to the Business (“Accounts Receivable”)Owned Intellectual Property on the servers of the Equipment, and any other documents, records, correspondence and files and any rights thereto, in each case owned, associated with or employed by Seller or any of its Affiliates in connection with the Equipment, and all copies thereof, other than organization documents, minute and stock record books and the corporate seal of Seller or its Affiliates; (jiv) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the BusinessSeller’s Cash Assets; (kv) All interests in partnershipsall Claims and rights to any Actions of any nature available or being pursued by Seller or any of its Affiliates, joint ventures and other business associations relating related to the BusinessEquipment, whether arising by way of counterclaim or otherwise; (lvi) All all rights of Seller to insurance proceeds and rights under express or implied warranties from the and pursuant to all warranties, representations and guarantees made by suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets products, materials or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent equipment, or components thereof or by any other Person, related to the Excluded Assets or Excluded Liabilities)Equipment, as applicable; and (ovii) All goodwill associated with all of Seller's or its Affiliates' right, title and interest at the Business Closing in, to and under all other assets, rights and claims of every kind and nature used or Assetsintended to be used in the operation of, together with or residing with, the right to represent to third parties that Purchaser is the successor to the BusinessEquipment.

Purchase and Sale of Assets. Subject to On the terms and subject to the conditions of contained in this Agreement, Seller agrees to at the Closing, Sellers shall sell, transferassign, convey, assigntransfer, and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase from Sellers, free and clear of Encumbrances (other than Permitted Encumbrances), all of Sellers’ and its Affiliates’ right, title, and interest in, to and under the business business, properties, assets, propertiesgoodwill and rights, of whatever kind and nature, real or personal, and rights of every nature, kind and description, tangible and or intangible, as reflected on related solely or primarily to the Closing Balance Sheet used operation or useable in the Seller Business, owned by, leased by, or in the possession conduct of the Seller Business and/or the Products (the “Acquired Assets”), except that in exchange for the Assets shall not include any payment by Buyer of the assets consideration set forth on Schedule 2 hereto (in Section 2.7 and the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality Buyer’s assumption of the preceding sentenceAssumed Liabilities. For the avoidance of doubt, the Acquired Assets include the followingSellers’ and their Affiliates’ right, title and interest in, to and under the following assets, properties, and rights: (a) Inventoryall Intellectual Property owned by Sellers and/or their Affiliates and solely or primarily related to any of the Products, wherever locatedand/or used, held for use or intended to be used solely or useable primarily in the operation or conduct of the Business (the “InventoryAcquired Intellectual Property”), including: (i) consisting of inventory, merchandise, goods and other personal property that are held by or those Patent Rights identified on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping Schedule 2.1(a)(i) of the sameSeller Disclosure Letter; (ii) all trademarks, trade names, service marks, logos, slogans, names, trade dress, product configurations, names, copyrights, and works of authorship that relate solely or primarily to any of the Products and/or the Business, including those identified on Schedule 2.1(a)(ii) of the Seller Disclosure Letter, including all supplies registrations or applications for registrations thereof with Governmental Authorities and embedded softwareall goodwill associated therewith; (iii) all Internet domain names solely or primarily used in relation to the Products, including those identified on Schedule 2.1(a)(iii) of the Seller Disclosure Letter, and (iv) all Know How that relates solely or primarily to any of the Products and/or the Business, in each case including all rights to xxx for past, present, and future infringements; (b) Fixed all of the Sellers’ (and other physical assetstheir Affiliates’) rights in any Intellectual Property licensed to any of the Sellers and/or their Affiliates and used, wherever locatedor intended to be used, used solely or useable primarily in the operation or conduct of the Business consisting of Equipment, and fixtures (the “Fixed AssetsLicensed IP”); (c) All Patentsall (i) finished Products and Product samples owned by or held for, Copyrights and Trademarks or intended to be used for, sale, distribution or useable in the Business, and all agreements use by or on behalf of any nature whatsoever with respect to Seller or any of its Affiliates on the foregoing Closing Date, (ii) active ingredients and other raw materials and packaging materials held for use or intended to be used in or in respect of such Products, including, as applicable, plasma and albumin, on the Closing Date and (iii) work in process in respect of such Products, owned by and held by or on behalf of any Seller on the Closing Date (collectively, the “Intangible PropertyInventory”), including, without limitationfor the avoidance of doubt, all Cytogam Inventory and including any Inventory owned by any Seller and held for the rights to all brand namesbenefit of any Seller by any contract manufacturer or third-party logistics service provider; (d) All inventionsall advertising, discoveriesmarketing collaterals, improvementsand promotional materials in physical and digital forms used, computer software, data, skill, expertise, procedures and processes held for use or intended to be used or useable in the Business and owned by operation or conduct of the Business, including the materials described on Schedule 2.1(d) of the Seller and all agreements of any nature whatsoever with respect thereto Disclosure Letter (collectively, the “Know-howMarketing Materials”); (e) All subject to Section 2.5(c), all INDs, BLAs, and other trade secrets product authorizations and proprietary information relating registrations (including copies of all physical registration files of the Products), Permits and approvals held by Sellers or their Affiliates or that are pending before the FDA or any other Governmental Authority with respect to any of the BusinessProducts, including customer liststhose specified on Schedule 2.1(e) of the Seller Disclosure Letter (collectively, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary InformationAcquired Product Registrations”); (f) All right, title all Books and interest Records that are owned by and in the possession or control of Seller in Sellers or their Affiliates as of Closing (the “Acquired Books and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable LawRecords”); (g) All bookssubject to Section 2.5, records, accounts, correspondence and other information all Contracts to which has been reduced any Seller or any of its Affiliates is a party that relate solely or primarily to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any the Products or the Exploitation of the foregoing; (h) All of Seller’s claims and rights under all leasesProducts, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to including the Business including, without limitation, those Contracts set forth on in Schedule 6(k2.1(g) hereto of the Seller Disclosure Letter (collectively, the “Assigned Contracts”); (h) the goodwill generated by or associated with the Business including any of the Acquired Assets; (i) All accounts owned all rights, claims, counterclaims, defenses, credits, causes of action, favorable awards, rights under express or acquired by Seller includingimplied warranties, accounts receivablerights of recovery, notes rights of subrogation, rights to indemnification and notes receivablecontribution, rights of setoff and all other receivablesrights of any kind against Third Parties relating solely or primarily to any Acquired Asset or any Assumed Liability, book debts and other forms including any rights of obligations to Seller and Letter of Credit Rights relating indemnification pursuant to the Business (“Accounts Receivable”);Aptevo Purchase Agreement and the CSL Purchase Agreement; and (j) All prepaid items, deposits, bank accounts, certificated securities, telephone and fax numbers and listings in directories in all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets media relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor solely to the Business.

Purchase and Sale of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Seller agrees shall sell and transfer to sell, transfer, convey, assignthe Purchaser or one or more of its Designees, and deliver to Purchaserthe Purchaser shall or shall cause one or more of its Designees to, as the case may be, purchase and Purchaser agrees to purchase, assume from the Seller all of the business Seller's legal and beneficial rights, title and interests in and to all of the following (all of the following assets, collectively, the "Acquired Assets"): all of the Seller's properties, assets, contracts, rights and claims used in or arising out of the Business of whatever kind or nature, whether real or personal, and rights of every nature, kind and description, tangible and or intangible, wherever located, except for such properties, assets, contracts, rights and claims as reflected on the Closing Balance Sheet used or useable are provided hereby to be excluded from such sale and purchase; in each case free and clear of all "claims" (as defined in the Seller BusinessBankruptcy Code), owned byLiens, leased byencumbrances and interests (collectively, or "Encumbrances") as provided in the possession of the Seller (the “Assets”)Sale Order, except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunderother than Surviving Permitted Encumbrances. Without limiting the generality foregoing, the Acquired Assets shall include all of the preceding sentenceSeller's legal and beneficial rights, title, and interests in and to the Assets include the following:properties, assets, contracts, rights and claims described in clauses (a) through (n) below (except as expressly excluded under Section 1.02): (a) Inventoryall equipment, wherever locatedfurniture, used or useable in the Business (the “Inventory”) consisting of inventoryfurnishings, merchandise, goods fixed assets and other tangible personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work used in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in connection with the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded softwareBusiness; (b) Fixed and other physical assetsthe real property owned by the Seller that is the mix production facility, wherever locatedlocated at 0000 0xx Xxxxxx xx Xxxxxxx, used or useable in Xxxxxxx (the Business consisting of Equipment, and fixtures (“Fixed Assets”"Real Property"); (c) All Patents, Copyrights and Trademarks used or useable in all inventory of the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes all Intellectual Property used or useable in connection with the Business (which excludes the Parmalat Name Rights and owned by Seller the DASI Technology, as to which Purchaser (or its Designees) shall obtain rights pursuant to provisions separately provided herein), other than as specifically excluded in Section 3.20 of the Disclosure Letter (such Intellectual Property not so excluded, the "Acquired Intellectual Property"), the rights to sue for, and all agreements remedies against, past, present, and future infringements thereof, and the rights of any nature whatsoever with respect thereto (priority and protection of interests therein under Applicable Laws, except insofar as the “Know-how”)provisions of Section 1.06(b) shall apply; (e) All all copies of marketing brochures and materials and other trade secrets printed or written materials in any form or medium used in connection with the Business that the Seller is not required by law to retain and proprietary information duplicates of any such materials that the Seller is required by law to retain; (f) all rights under all warranties, representations, and guarantees related to the Business made by suppliers, manufacturers, and contractors, except any such rights relating to Excluded Assets; (g) all Permits used in connection with the Business held by the Seller (or, to the extent any such Permits are not freely transferable by the holder of such Permits, all rights, title and interests of the Seller in such Permits to the full extent such right, title and interest may be transferred); (h) all books, records, files or papers (whether in hardcopy or computer format) related to the Business, including data processing records, employment and personnel records for Transferred Employees, engineering information, technical information, customer lists, market surveys files and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence advertising and other information which has been reduced to writing relating to or arising out of the Business, including accounting marketing data and records, legal records, technical information and manuals, designs, blueprints, models, drawings, specificationscredit records, patterns records relating to suppliers, and other data that the Seller is not required by law to retain and duplicates of any computer record of such materials that the Seller is required by law to retain; provided, however, that the Seller shall not be required to transfer to the Purchaser any information (pursuant to this subparagraph or any of the foregoing; other provisions of this Section) (hi) All of Seller’s claims if the Seller is subject to any non-disclosure or confidentiality agreement with respect to such information and rights the Purchaser is not assuming the non-disclosure or confidentiality obligations relating to such information or (ii) such information may not be transferred under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”)Applicable Laws regarding privacy; (i) All accounts owned or acquired subject to Section 1.02(c), (i) all Contracts listed in Section 1.01(i) of the Disclosure Letter, (ii) all other Contracts entered into in the ordinary course of business with unaffiliated third parties by the Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business in effect as of the date hereof, including any as to which there are Cure Amounts but in each case subject to Section 1.04(i), and (“Accounts Receivable”iii) any Contracts entered into by the Seller in the conduct of the Business after the date of this Agreement and before the Closing, provided that in the case of such Contracts referred to in this clause (iii) entered into after the date of this Agreement, the Purchaser shall have been furnished with a true and complete copy of such Contract and, after a reasonable opportunity to review such Contract, has agreed in writing to assume such Contract, in each case except insofar as the provisions of Section 1.04(i) or 1.06(b) shall apply to exclude such a Contract (collectively and after giving effect to such exclusions, the "Assumed Contracts"); (j) All all credits, prepaid itemsexpenses, deferred charges, advance payments, security deposits, bank accountsand prepaid items that arise directly from any Acquired Asset or Assumed Liability (in each case, certificated securitiesto the extent relating to the Business, and to the extent of the Seller's interest relating to any of the foregoing); (k) all rights, privileges, claims, demands, refunds, insurance and indemnification agreements in favor of the Seller, and any indemnification and similar rights, offsets, recoupment rights, and other claims against third parties, in each case relating to any Acquired Asset or Assumed Liability related to the Business (excluding, subject to Section 5.21 hereof, any claims or actions for preferences, fraudulent conveyances, and other avoidance power claims, and any recoveries, under sections 542, 544, 545, 547, 548, 549, 550, and 553 of the Bankruptcy Code relating to any such Acquired Asset or Assumed Liability); (l) subject to Section 1.06(b), all certificates other assets of deposit, any nature whatsoever owned by the Seller and all promissory notes used in connection with the Business and any of the Seller's rights in any other evidences assets of indebtedness and other similar assets relating to any nature whatsoever used by the Seller in connection with the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ;the name "Milk Products of Alabama, L.L.C." in accordance with Section (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All all goodwill associated with the Business or AssetsBusiness. In addition, together as contemplated by Section 5.05(c), at the Closing each of the Parmalat Name Rights License and the DASI Technology Agreement shall become effective, providing when and how the Purchaser will become entitled to use the Parmalat Name Rights and the DASI Technology in accordance with the right to represent to third parties that Purchaser is the successor to the Businessprovisions thereof.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreementset forth herein, at the Closing, Seller agrees to shall sell, assign, transfer, convey, assign, convey and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the business assets, properties, real or personal, properties and rights of every kind and nature, kind and descriptionwhether real, personal or mixed, tangible and intangibleor intangible (including goodwill), as reflected on whether now existing or hereafter acquired (other than the Closing Balance Sheet Excluded Assets), which (i) primarily relate to, or (ii) are used or useable held for use in connection with, the Seller Business, owned by, leased by, or in the possession operation of the Seller Business at or by the Acquired Facilities (collectively, the “Purchased Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights following: (a) Reserved; (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories located at or used primarily in the operations of the Acquired Facilities or the Inventory Facilities, including that listed on Section 2.01(b) of the Disclosure Schedules (as may be updated by Seller prior to Closing solely to reflect changes in the Ordinary Course of Business after the date of this Agreement) (“Inventory”); (c) all brand namesContracts, including Intellectual Property Agreements, purchase orders for metal inventory and sales orders for products set forth on Section 2.01(c) of the Disclosure Schedules (as may be updated by Seller prior to Closing solely to reflect such new Contracts, agreements, purchase orders or sales orders as are entered into, amended or terminated in the Ordinary Course of Business after the date of this Agreement) (the “Assigned Contracts”); (d) All inventionsall customer lists, discoveriescustomer history, improvementsand customer files; (e) all know how, computer softwaretrade secrets and other Intellectual Property Assets primarily related to or used exclusively or primarily in connection with the Acquired Facilities or the Inventory Facilities; (f) fee simple title in and to all Owned Real Property listed on Section 2.01(f) of the Disclosure Schedules, dataand improvements thereon, skilltogether with all of Seller’s right, expertise, procedures title and processes used or useable interest in the Business and owned by Seller to any and all agreements appurtenances, strips or gores, roads, easements, streets, alleys, drainage facilities and rights-of-way bounding the Owned Real Property; all utility capacity, utilities, water rights, oil, gas and mineral rights, all licenses, Permits, entitlements, consents and bonds, all rights of ingress and egress, and any nature whatsoever with respect thereto and all other rights and benefits attributable to the Owned Real Property and improvements thereon; (g) all furniture; fixtures; equipment; machinery; tools; vehicles; office equipment; supplies; computers; telephones; compressors; engines; electrical systems, fixtures and equipment; plumbing fixtures, systems and equipment; heating and air conditioning fixtures, systems and equipment; maintenance equipment; security and fire alarms; replacement parts; building materials and other tangible personal property of every kind and character located at the Acquired Facilities, including that listed on Section 2.01(g) of the Disclosure Schedules (the “Know-howTangible Personal Property”); (eh) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever leases (together with respect thereto (the “Proprietary Information”); (f) All rightall rights, title and interest of Seller in and to Licensesleasehold improvements relating thereto, transferable permitsincluding, exemptionsbut not limited to, approvalssecurity deposits, franchises and privileges relating to reserves or prepaid rents paid in connection therewith) listed on Section 2.01(h) of the Business to the extent transferable under Applicable LawDisclosure Schedules; (gi) All booksall Permits, recordsincluding Environmental Permits, accounts, correspondence which are held by Seller and other information which has been reduced to writing relating to or arising out required for the conduct of the BusinessBusiness as currently conducted at the Acquired Facilities, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth listed on Schedule 6(kSection 4.16(b) hereto (collectivelyand Section 4.17(b) of the Disclosure Schedules, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts as well as all building permits and other forms permits or approvals heretofore granted by any Governmental Authority with respect to the construction and operation of obligations to Seller the Owned Real Property and Letter of Credit Rights improvements thereon, and all bonds, warranties, licenses and permits relating to the Business (“Accounts Receivable”)construction, ownership, use, operation and occupancy of the Owned Real Property and/or the Leased Real Property, in each case to the extent transferable to Buyer; (j) All certain prepaid itemsexpenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, bank accountscharges, certificated securities, all certificates of deposit, sums and all promissory notes and other evidences of indebtedness and other similar assets fees (including any such item relating to the Businesspayment of Taxes), in each case set forth on Section 2.01(j) of the Disclosure Schedules (as may be updated by Seller prior to Closing solely to reflect changes in the Ordinary Course of Business after the date of this Agreement); (k) All interests in partnershipsall of Seller’s rights under warranties, joint ventures indemnities and other business associations relating all similar rights against third parties to the Businessextent related to any Purchased Assets; (l) All rights originals, or where not available, copies, of Seller under express or implied warranties from the suppliers all books and records, including, but not limited to, books of Seller account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, 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 respect any Governmental Authority), 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, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”), in each case exclusively or primarily arising from or relating to the extent transferable Business at the Acquired Facilities, the Purchased Assets or the Assumed Liabilities; provided, that Seller will be entitled to retain and use copies of such Books and Records where necessary to comply with any applicable Law or to satisfy Seller’s obligations under Applicable Lawthe Ancillary Documents, including the Transition Services Agreement, in connection with any Action, or in connection with the preparation of tax returns or financial statements or the administration of any Benefit Plans; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ;all goodwill and the going concern value of the Business at the Acquired Facilities; and (n) All of Seller’s claims all plans and causes of action against others specifications, site plans, soil and substrata studies, architectural drawings, floor plans and landscape plans relating to the Business (except to Owned Real Property and/or the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or AssetsLeased Real Property and improvements thereon, together with the right to represent to third parties that Purchaser is the successor to the Businessas well as any and all construction Contracts, assigned service Contracts.

Purchase and Sale of Assets. Subject On the basis of the warranties and representations contained herein, all of which are a primary inducement to Buyer and upon which Buyer has relied, and subject to the terms terms, covenants and conditions of this Agreementset forth hereinafter, Seller agrees to sell, transfer, convey, assigntransfer and assign to Buyer free of all encumbrances except Permitted Exceptions, and deliver to Purchaser, and Purchaser Buyer agrees to purchase, all of the business assetsproperty and assets owned by Seller (whether known or unknown, propertiestangible or intangible, real real, personal or personalmixed, and rights of every nature, kind and description, tangible and intangible, wherever located) existing as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (Closing. The assets to be purchased and sold hereby are sometimes hereafter collectively referred to as the “"Transferred Assets”)." The Transferred Assets include, except that the Assets shall but are not include any limited to, all of the following assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller will sell and shall not be sold or conveyed deliver to Purchaser hereunder. Without limiting the generality Buyer, and Buyer will purchase and acquire from Seller certain of the preceding sentenceproperty and assets owned by Seller, the Assets include the following: (a) Inventory, wherever located, used or useable in the including Seller's Business (the “Inventory”) consisting of inventory"Transferred Assets"), merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping described as follows: 2.1 All of the samereceivables of Seller, including all supplies and embedded softwareas of the Closing Date; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting 2.2 All inventory of Equipment, and fixtures (“Fixed Assets”)Seller; (c) 2.3 All Patentsrights to prepaid expenses, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any as of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand namesClosing Date; (d) 2.4 The motor vehicles described in SCHEDULE 2.4; 2.5 The real property; 2.6 All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and other fixed assets owned by Seller and used in connection with the conduct of Seller's Business, including-the machinery, equipment, telephone equipment, tooling, furniture and furnishings, computer hardware, all agreements of which are specifically described in SCHEDULE 2.6. The list of fixed assets set forth in SCHEDULE 2.6 is not intended by the parties to be an exhaustive or exclusive listing of the fixed assets of Seller sold hereunder, it being the intention of the parties that Buyer acquire all fixed assets of Seller, used by Seller in connection with Seller's Business, irrespective of whether or not any nature whatsoever with respect thereto (such fixed assets are disclosed therein, and regardless of whether such assets have been written off the “Know-how”)books and records of account of Seller; (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) 2.7 All right, title and interest of Seller in and to Licensesall of Seller's Contracts pursuant to an Assignment and Assumption Agreement, transferable permitsa copy of said agreement being attached hereto as EXHIBIT 2.7; provided, exemptionshowever, approvalsthat, franchises in the case of unfilled purchase orders, and privileges relating customer supply and distributor agreements (if any), Buyer will assume the duties and obligations of such Contracts, which accrue after Closing as to the Business delivery of products and services to the extent transferable under Applicable Lawsuch customers; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out 2.8 The customer list of the customers of Seller's Business, including accounting those customers disclosed in SCHEDULE 2.8; 2.9 All manuals, charts, instructions of application, files and records, legal signs, customer and marketing-data, engineering data, plans and blueprints as are used in connection with Seller's Business, and all documents, papers and records pertaining to employees, customers and vendors in connection with Seller's Business, including accounts receivable and trade payable records; provided, technical information however, that Seller may retain all corporate records and manualsminute books, all original books of account and accounting data maintained by Seller for financial reporting and tax reporting purposes; 2.10 All Intellectual Property of Seller used in connection with Seller's Business, as disclosed in SCHEDULE 2.10; including the exclusive right to use the name "Unitel", or any derivative therefor, and including all rights Seller has to its know-how, trade secrets, processes, technology, discoveries, unpatented inventions and designs, blueprintsformulae and procedures and other intellectual property, modelsincluding, drawingsbut not limited to, specifications, patterns and any computer record of documentation relating to any of the foregoing, all shop rights and the right to xxx for past infringement or improper, unlawful or unfair use or disclosure thereof and the right to apply for patent, design or similar protection therefor anywhere in the world; (h) 2.11 Know-how, trade secrets, processes, technology, discoveries, unpatented inventions and designs, formulae and procedures and other intellectual property, including, but not limited to, documentation relating to any of the foregoing, all shop rights and the right to xxx for past infringement or improper, unlawful or unfair use or disclosure thereof and the right to apply for patent, design or similar protection therefor anywhere in the world; 2.12 All assignable authorizations relating to or utilized in connection with Seller's Business or any part thereof or the Transferred Assets; 2.13 All supplies of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, including without limitation, those set forth on Schedule 6(k) hereto (collectivelystationery and other office supplies; 2.14 All Seller's rights to any leasehold improvements; 2.15 All Seller's interest in and to all telephone, fax and telex numbers, post office box numbers and all listings pertaining to Seller's Business in all telephone books and directories, stationery, forms, labels, shipping material, catalogs, brochures, art work, photographs and advertising and promotional materials, the “Contracts”)telephone, fax and telex numbers and post office box numbers being identified in attached Schedule 2.15; (i) All accounts owned or acquired by Seller including2.16 Rights in, accounts receivable, notes to and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”)under third-party manufacturers' warranties; (j) All prepaid items, deposits, bank accounts, certificated securities, 2.17 Claims as to which Seller is a judgment creditor; 2.18 Rights in and to Seller's corporate name and all certificates of depositvariants thereof, and all promissory notes rights to use of Seller's corporate name as a trademark, tradename or service xxxx; 2.19 All assets reflected on the Final Closing Balance Sheet, whether or not referenced in any paragraph above; 2.20 The goodwill and other evidences going concern of indebtedness and other similar assets relating to the value of Seller's Business; (k) 2.21 All interests in partnershipscash, joint ventures bank deposits, and other business associations relating marketable securities. The list of assets set forth above is not intended by the parties to be an exhaustive or exclusive listing of the Business; (l) All assets of Seller sold hereunder, it being the intention of the parties that Buyer acquire all assets, property rights, Contract rights and legal rights of Seller under express Seller, wherever situated, irrespective of whether or implied warranties from not any such assets or rights are disclosed herein, and regardless of whether such assets have been written off the suppliers books and records of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All account of Seller’s claims and causes of action against others relating to , but excluding the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Businessassets described by SECTION 3 below.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreementset forth herein, at the Closing, Seller agrees to shall sell, assign, transfer, convey, assign, convey and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase from Seller, free and clear of any Encumbrances, all of Seller’s right, title and interest in, to and under all of the business assets, properties, real or personal, properties and rights of every kind and nature, kind and descriptionwhether real, personal or mixed, tangible or intangible (including goodwill), wherever located and intangiblewhether now existing or hereafter acquired prior to Closing, as reflected on the Closing Balance Sheet which relate to, or are used or useable held for use in connection with, the Seller BusinessBusiness at Closing, owned byin each case other than the Excluded Assets (collectively, leased by, or in the possession of the Seller (the “Purchased Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include including the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of all inventory, merchandisefinished goods, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, productionprogress, packaging, promotionsupplies, delivery or shipping of the same, including all supplies parts and embedded softwareother inventories (“Inventory”); (b) Fixed and other physical assetsall Contracts, wherever locatedincluding Intellectual Property Agreements, used or useable in set forth on Section 2.01 of the Business consisting of Equipment, and fixtures Disclosure Schedules (the “Fixed AssetsAssigned Contracts”); (c) All Patentsall Intellectual Property Assets, Copyrights including but not limited to, all of Seller’s right, title and Trademarks interest in, and all goodwill associated with, the company name “ALL CELL TECHNOLOGIES” and any other names derived from or bearing a resemblance thereto, including any associated trademarks, trade names, service marks or other trade rights, whether registered or unregistered, used or useable held for use by Seller in connection with the Business, customer lists, proprietary processes, know-how, systems, operations, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”)other intellectual property, including, without limitation, the rights to all brand namesand logos; (d) All inventionsall furniture, discoveriesfixtures, leasehold improvements, equipment, machinery, tools, vehicles, office equipment, supplies, computer softwarehardware, dataprinters, skill, expertise, procedures telephones systems and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto other tangible personal property (the “Know-howTangible Personal Property”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto Seller’s backlog of unfilled firm orders for products sold by Seller as of Closing (the “Proprietary Information”Backlog); (f) All all License and Permits, including Environmental Permits, which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, in each case, to the extent transferable; (g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise, except for any claims being pursued by Seller against Chervon North America Inc. or its Affiliates. (h) all right, title and interest of Seller in and to Licensesall prepaid expenses, transferable permitscredits, exemptionsadvance payments, approvalsclaims, franchises security, refunds, rights of recovery, rights of set-off, rights of recoupment and privileges deposits relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “ContractsPrepaid Expenses”); (i) All accounts owned all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets; (j) to the extent transferable, originals, or acquired by Seller includingwhere not available, accounts receivablecopies, notes of all books and notes receivablerecords, other receivablesincluding books of account, book debts ledgers and other forms general, financial and accounting records, machinery and equipment maintenance files, 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 Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of obligations to Seller sale, sales and Letter of Credit Rights pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files relating to the Business Intellectual Property Assets and the Intellectual Property Agreements (“Accounts ReceivableBooks and Records”); (jk) All prepaid items, deposits, bank accounts, certificated securities, all certificates goodwill and the going concern value of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business;; and (l) All rights all other additional privileges, rights, interests, properties and assets of Seller under express Seller, of every kind and description and wherever located, that are used or implied warranties from the suppliers of Seller with respect held for use in connection with, or that would be advisable to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to continued conduct of, the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Businessas presently being conducted.

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of this Agreement, Seller agrees to at the Closing, the Company shall sell, assign, transfer, convey, assign, convey and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer, in reliance on the representations, warranties and covenants of the Company, shall purchase from the Company, all of the business Company’s right, title and interest in and to all assets, properties, real or personal, properties and rights of every nature, kind and description, whether tangible and or intangible, real, personal or mixed, accrued, unaccrued or contingent (including goodwill), wherever located and whether now existing or hereafter acquired prior to the Closing Date, related to, used or held for use in connection with the Business, as reflected the same shall exist on the Closing Balance Sheet used Date, whether or useable not carried or reflected on or specifically referred to in the Seller Business, owned by, leased by, Company’s books or financial statements or in the possession of Schedules to the Seller Disclosure Letter, other than the Excluded Assets (collectively, the “Purchased Assets”), except that the Assets shall not include in each case free and clear of any Encumbrances other than Permitted Encumbrances, including, without limitation, all of the assets set forth on Schedule 2 hereto Company’s right, title and interest under, in or to (the “Excluded Assets”as applicable) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of all inventory, merchandisefinished goods, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, productionprogress, packaging, promotionsupplies, delivery or shipping of the sameparts and other inventories, including all supplies and embedded softwarewherever located (“Inventory”); (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting Contracts listed on Schedule 2.1(b) of Equipment, and fixtures the Disclosure Letter (the “Fixed AssetsAssigned Contracts”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand namesIntellectual Property Assets; (d) All inventionsall furniture, discoveriesfixtures, improvementsequipment, computer softwaremachinery, datatools, skillvehicles, expertiseoffice equipment, procedures supplies, computers, telephones and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto other tangible personal property (the “Know-howTangible Personal Property”); (e) All other trade secrets and proprietary information relating all Permits listed on Schedule 2.1(e) of the Disclosure Letter, but only to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”)extent such Permits may be transferred under applicable Law; (f) All right, title and interest all rights to any Actions of Seller in and any nature available to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to or being pursued by the Business Company to the extent transferable under Applicable Lawrelated to the Business, the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise; (g) All booksall credits, recordsrebates (including ACH payments, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns credit memos and any computer record other rebates based on purchase volumes), prepaid expenses, advance payments, claims, security, refunds, rights of any recovery, rights of the foregoingset-off, rights of recoupment, deposits, charges, sums and fees; (h) All of Seller’s claims warranties, indemnities and all similar rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner against third parties to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectivelyextent related to the Business, the “Contracts”Purchased Assets or the Assumed Liabilities (and proceeds in respect thereof); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms all rights in respect of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”)Leased Real Property; (j) All prepaid itemsall insurance benefits, depositsincluding rights and proceeds, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities prior to the Closing; (k) All interests in partnerships, joint ventures all personnel and other business associations relating to the Businessemployment records of Transferring Employees; (l) All rights originals, or where not available (or in the case of Seller under express or implied warranties from the suppliers Tax Returns), copies, of Seller all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, customer lists, correspondence (including all correspondence with respect any Governmental Authority but excluding pre-Closing privileged correspondence belonging to the Assets Owners and containing information regarding this Transaction), sales material and records, strategic plans, and files relating to the extent transferable under Applicable LawIntellectual Property Assets; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate all rebates paid to Excluded Assets or Excluded Liabilities) ;the Company, regardless of when paid, in respect of the Business; and (n) All all goodwill and the going concern value of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing and immediately after the actions contemplated in Section 2.01 shall have been consummated, Seller agrees to and PB Energy shall sell, assign, transfer, conveyconvey and deliver or cause to be sold, assignassigned, transferred, conveyed and delivered to the Company, and deliver to Purchaser, the Company shall purchase from Seller and Purchaser agrees to purchasePB Energy, all of Seller’s and PB Energy’s right, title and interest in and to the business assets, properties, real or personal, assets and rights of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever locatedowned, used or useable held for use primarily in the Business (the “Inventory”) consisting conduct of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any the goodwill of the foregoing Business, as the same shall exist on the Closing Date, other than the Excluded Assets (collectively, the “Intangible PropertyPurchased Assets”), including, without limitation, the rights to all brand namesfollowing: (i) the Business Contracts; (dii) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures all accounts receivable of Seller and processes used PB Energy arising primarily out of the operation or useable in conduct of the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-howPurchased Receivables”); (eiii) All other trade secrets all work-in-process on any Business Contract; (iv) the machinery, equipment and proprietary information relating tangible personal property used or held for use primarily in the operation or conduct of the Business by Seller and PB Energy (whether as owner, lessor, lessee or otherwise), including the machinery, equipment and tangible personal property set forth on Schedule 2.02(a)(iv); (v) all of the Business Intellectual Property, including the Business Intellectual Property set forth on Schedule 2.02(a)(v), except domain names using the Names; (vi) to the Businessextent assignable, the Third-Party Intellectual Property; (vii) to the extent assignable in accordance with applicable Law, all Permits that are used, held for use or intended to be used primarily in the Business by Seller and PB Energy, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto those Permits set forth on Schedule 4.15 (the “Proprietary InformationPurchased Permits”); (fviii) All rightall credits, title prepaid expenses, deferred charges, advance payments, security deposits and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges prepaid items relating to the Business to the extent transferable under Applicable Lawassets listed in clauses (i) through (vii) above; (gix) All booksall books of account, general, financial and accounting records, accountsfiles, correspondence invoices, customer and supplier lists, other distribution lists, billing records, customer and supplier correspondence, sales, marketing and promotional literature and other information which has been reduced to writing relating to sales-related materials and any rights thereto owned by Seller or arising out PB Energy and used or held for use exclusively in the operation or conduct of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of except to the foregoingextent relating to the Excluded Assets or the Excluded Liabilities; (hx) All all rights in respect of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”)Leased Real Property; (ixi) All accounts owned all goodwill generated by or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to associated with the Business (“Accounts Receivable”);Business; and (jxii) All prepaid itemsall rights, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related relating to the Excluded Assets any other Purchased Asset or Excluded Liabilities); and (o) All goodwill associated with the Business or Assetsany Assumed Liability, together with the right to represent to third parties that Purchaser is the successor to the Businessother than any such items arising under insurance policies.

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of this Agreement, Seller agrees Buyers agree to purchase from Sellers and Sellers agree to sell, transfer, convey, assign, assign and deliver to PurchaserBuyers at the time of Closing (as defined in Section 1.07), free and Purchaser agrees to purchaseclear of all liens, security interests, encumbrances, claims and or other restrictions of any kind ("LIENS"), all of the business assets, properties, real or personaland business, and rights other than the Excluded Assets, of every nature, kind and description, wherever located, real, personal or mixed, tangible and or intangible, as reflected on the Closing Balance Sheet owned, held or used or useable in the Seller Business, owned by, leased by, or in the possession conduct of the Seller Business as presently conducted (the “Assets”"PURCHASED ASSETS"), except that the Assets shall not include any and including, without limitation, all right, title and interest of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller GDLP in, to and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the followingunder: (ai) Inventoryall cash, wherever locatedpersonal property and interests therein, including all capital equipment, machinery, furniture and furnishings, telephone communications equipment, all computers and computer equipment, vehicles and other tangible property used or useable in connection with the Business, including without limitation the items listed on SCHEDULE A; (ii) all accounts, notes and other receivables of the Business (net of payment discounts actually taken, and all inventories of items of the “Inventory”) consisting of inventorytype sold or offered for sale by or through the Business, merchandiseincluding, without limitation, goods and other personal property that are held by or on behalf for the Sellers or any of Seller them for sale or sale, lease or are furnished license or are to be furnished under a contract contracts of service, or that constitute samples, goods-in-transit, work-in-process, raw materials, work in process, finished goods, returned goods, or and other materials or and supplies of any every kind, nature or and description used or consumed or to which may be used or consumed in Seller’s business or in connection with the processingmanufacture, productionpacking, packaging, promotion, delivery or shipping and sale of such inventory relating to the Business as of the same, including all supplies and embedded softwareClosing Date; (biii) Fixed all rights under all contracts, agreements (including agreements relating to sales, distribution or manufacturing rights), non-competition covenants, confidentiality and invention assignment agreements, leases (except leases of real property), licenses, commitments, sales and purchase orders and other physical assetsagreements of the Business, wherever locatedincluding without limitation the contracts listed on SCHEDULE B (collectively, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”"ASSUMED CONTRACTS"); (civ) All Patentsall prepaid expenses and deposits to the extent relating to the operation of the business, Copyrights including but not limited to those relating to ad valorem taxes, leases and Trademarks rentals, and including without limitation the items listed on SCHEDULE B; (v) all of Sellers' rights, claims, credits, causes of action or rights of set-off against third parties relating to the Purchased Assets; (vi) all patents, copyrights, trademarks and trade names (including but not limited to "Generic Distributors"), technology, know-how, processes, trade secrets, inventions, proprietary data, formulae, research and development data, computer software programs and other intangible property or intellectual property rights, and any applications for the same, used or useable held for use in the Business, including the rights to sue xxx past infringements thereof, including without limitation the items listed on SCHEDULE C; (vii) all transferable licenses, permits or other governmental authorizations affecting, or relating in any way to, the Business; (viii) all books, records, files and all agreements papers (other than minute books, partnership agreements, bylaws, articles of any nature whatsoever with respect incorporation, stock and other ownership records, and other corporate and partnership related documents of GDLP and the General Partner), whether in hard copy or computer format, that relate to any of the foregoing Business (the “Intangible Property”Sellers being entitled to retain a copy, but not ownership, thereof), including, without limitation, sales and promotional literature; manuals and data; invoices from suppliers, invoices to customers and copies of any canceled or unfilled orders in each case for the rights current fiscal year and for any prior year to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures the extent available; sales and processes used or useable in the Business purchase correspondence; lists of present and owned by Seller former suppliers; lists of present and former customers; and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating accounting records pertaining to the Business; provided, including customer listshowever, market surveys that GDLP and the General Partner will be given reasonable access, upon twenty-four (24) hours notice, to all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”items specified in this Section 1.01(viii); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced necessary to writing relating to prosecute or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities)defend a claim; and (oix) All all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that Purchaser is the successor Buyers are the successors to the Business; (x) all unfilled sales and purchase orders of or related to the Business made or entered into by the Business in the ordinary course of its business and all rights which the Business may have against its customers, suppliers or vendors under express or implied warranties related to the Business or products or services sold or offered by or through the Business to the extent assignable, and the right to receive mail and other communications and shipments of merchandise addressed to the Business; and (xi) the proceeds of any insurance, and the right to receive the proceeds of any insurance, with respect to any claims which have been or may be asserted in connection with any of the Purchased Assets or Assumed Liabilities (as such term is hereinafter defined) and the right to continue and maintain any insurance with respect thereto.

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller agrees to shall sell, transfer, convey, assign, deliver and deliver relinquish to PurchaserBuyer in perpetuity, free and clear of all Liens, all right, title and interest in and to, and Purchaser agrees to purchaseonly to, all of the business Acquired Assets. As used in this Agreement, “Acquired Assets” means the following assets, properties, real or personal, rights and rights of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the followinginterests: (a) Inventorythe VersaVue Software (and its predecessors) and the DynaCAD Product, wherever locatedall Intellectual Property associated therewith, including the Intellectual Property set forth on Schedule 1.1(a)(i), and all other Intellectual Property used in or useable that relates to that portion of Seller’s business to which the VersaVue Software and the DynaCAD Product relate (the “Business”), including all Intellectual Property developed pursuant to or in connection with the Business Existing License Agreement, and all files and disclosures relating to the foregoing and all goodwill associated with the foregoing, together with all claims against third parties for profits and all claims and Losses (including interest which may be imposed in connection therewith), including any such claims or Losses incurred by reason of the past infringement, alleged infringement, unauthorized use or disclosure or alleged unauthorized use or disclosure of any such Intellectual Property, together with the right to xxx for, and collect the same, or to xxx for injunctive relief, for Buyer’s own use and benefit, and for the use and benefit of its successors, assigns or other legal representatives (all of the foregoing, collectively, the “Acquired Intellectual Property”), but excluding the Intellectual Property listed on Schedule 1.1(a)(ii) (the “Excluded Intellectual Property”); (b) all rights to the information, materials, data and work product in respect of research and development activities conducted or being conducted in connection with the Acquired Intellectual Property; (c) all inventory of the VersaVue Software and the DynaCAD Product as of the Closing Date (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute all raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, with respect thereto (including packaging, promotion, delivery or shipping of the same, including all supplies labels and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”similar supplies); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventionsall Books and Records that relate exclusively to, discoveriesor are used exclusively in connection with, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and or the Acquired Intellectual Property, including all agreements of any nature whatsoever with respect thereto the materials identified on Schedule 1.1(d) (collectively, the “Know-howAcquired Books and Records”); (e) All other trade secrets all Approvals and proprietary information relating Orders listed on Schedule 1.1(e), in each case to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”)extent their transfer is permitted by Law; (f) All all right, title and interest of Seller in in, to and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth Contracts listed on Schedule 6(k1.1(f) hereto (collectively, the “Assigned Contracts”); (ig) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms all goodwill of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (kh) All interests in partnerships, joint ventures and other business associations relating to all tangible personal property listed on Schedule 1.1(h) (the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities“Tangible Assets”); and (oi) All goodwill associated with the Business all other assets, properties, rights and interests of every kind and nature whatsoever, whether tangible or Assetsintangible, together with the right to represent to third parties wherever located, owned, used, held for use or developed for use by Seller or its Affiliates, that Purchaser is the successor to relate exclusively to, or are used exclusively in, the Business.

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller agrees to shall, or shall cause its applicable Affiliate to, sell, assign, transfer, conveyconvey and deliver, assignor cause to be sold, assigned, transferred, conveyed and delivered, to the Buyer, and deliver to Purchaserthe Buyer, in reliance on the representations, warranties and Purchaser agrees to purchasecovenants of the Seller contained herein, shall purchase from the Seller or its applicable Affiliate, all of the business Seller’s and its Affiliates’ right, title and interest, direct or indirect, in and to all assets, properties, real or personal, properties and rights of every nature, kind and description, whether tangible and or intangible, real, personal or mixed, accrued or contingent (including goodwill), wherever located and whether now existing or hereafter acquired prior to the Closing Date, related to, used or held for use in connection with the Business, as reflected the same shall exist on the Closing Balance Sheet used Date, whether or useable not carried or reflected on or specifically referred to in the Seller’s books or financial statements or in the Seller BusinessDisclosure Letter, owned byother than the Excluded Assets (collectively, leased by, or in the possession of the Seller (the “Purchased Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller in each case free and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies clear of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the sameEncumbrances, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures Seller’s and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All its Affiliates’ right, title and interest of Seller in and to Licensesthe following: (a) all assets recorded or reflected on the Balance Sheet (including assets such as Contracts to which no value was attributed); (b) all assets acquired by the Seller or any of its Affiliates since the date of the Balance Sheet which, transferable permitshad they been held by the Seller or any of its Affiliates on such date, exemptions, approvals, franchises and privileges relating would have been recorded or reflected on the Balance Sheet (including assets such as Contracts to which no value would have been attributed); (c) all assets that would be recorded or reflected on a balance sheet of the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out as of the BusinessClosing Date prepared in accordance with GAAP; (d) all Assumed Contracts, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(kSection 3.18(a) hereto of the Seller Disclosure Letter; (collectivelye) all Receivables to the extent arising or accruing after the Closing Date (and any cash received in respect of such Receivables); (f) all Transferred Intellectual Property; (g) all Personal Property, including as set forth on Section 2.1(g) of the “Contracts”); Seller Disclosure Letter; (h) all Finished Goods as of the Closing Date; (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the all Business (“Accounts Receivable”); Records; (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities)Permits; and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.15

Purchase and Sale of Assets. Subject At the Closing, the Seller shall sell, assign, convey, bargain, grant and deliver to Buyer, and Buyer shall purchase and acquire from the Seller, all on the terms and conditions of this Agreement, Seller agrees to sell, transfer, convey, assign, and deliver to Purchaser, and Purchaser agrees to purchasehereinafter set forth, all of the business assets, properties, real or personal, and rights of the Seller, which shall include all assets used, held for use or useful in the operation of the Business, of every nature, kind type and description, including, but not limited to customer contracts and lists and the telephone number(s), domain names and Internet IP addresses associated with the Business, wherever located, tangible and intangible, vested or unvested, contingent or otherwise, as reflected the same shall exist on the Closing Balance Sheet used Date, whether or useable in not recorded on the Seller Business, owned by, leased by, or in the possession books and records of the Seller and whether or not described herein or in any of the exhibits or Schedules delivered or to be delivered to Buyer hereunder, all of which is set forth in Schedule 2.1 (collectively, the “Assets”), except that ) other than the Excluded Assets. Such Assets shall not include any be conveyed free and clear of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunderEncumbrances, other than Permitted Encumbrances. Without in any way limiting the generality of the preceding sentenceforegoing, the Assets shall include the following: (a) InventoryAll fixed assets of the Seller’s personal property, plant, equipment, improvements, leasehold interests and other operating and related facilities of the Seller, and all owned motor vehicles, tools, machinery, office and computer equipment, furniture and fixtures used, held for use or useful in the ordinary course of Business, wherever located, used or useable in including any equipment purchased following the Business (the “Inventory”) consisting expiration of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded softwarelease; (b) Fixed all accounts receivable (including accounts receivable-manufacturers’ Claims, all rights to refunds (including but not limited to accounts receivable and refunds), rebates, reimbursement and other physical assets, wherever located, used or useable in the Business consisting of Equipment, Claims) and fixtures (“Fixed Assets”)all other accrued revenues and receivables; (c) All Patentsall inventories (including, Copyrights without limitation, inventories of materials, finished goods, work in progress, spare parts, other supplies, and Trademarks used Obsolete Inventory,) used, held for use, useful or useable maintained by the Seller, wherever located (including inventory in transit to the Seller on the Closing Date and inventory subject to irrevocable purchase orders), as well as all supplies used, held for use, useful or maintained by the Seller, and on hand on the Closing Date, and which shall be maintained at normal operating levels, consistent with the Seller’s past practices through the Closing Date; (d) all rights and benefits under all Material Agreements and all other consents, permits, licenses ,instruments and other agreements relating to the operation of the Business, including any such agreements, consents, Licenses and all agreements of any nature whatsoever Permits and instruments entered into by the Seller with respect to the Business prior to the Closing Date provided that Buyer pays any license transfer fees; (e) all drawings, blueprints, plans and processes, and all technical information and engineering data, developed or acquired by the Seller and used, useful or held for use in connection with the Business; (f) all files of correspondence, lists, records (including financial records), manuals and books of account of the foregoing Seller maintained or kept in connection with the Business (the “Intangible Property”in whatever medium they are stored), including, without limitation, the rights to all brand names; (d) All inventionsthose concerning past, discoveries, improvements, computer software, data, skill, expertise, procedures present and processes used or useable in prospective customers of the Business and owned by Seller and compliance with all agreements Legal Requirements of any nature whatsoever with respect thereto (the “Know-how”); (e) All federal, state or local regulatory agency or other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable LawGovernmental Authority; (g) All booksall computer software, recordsIntellectual Property and Know-how (including registrations and applications for registration of any of them) used, accounts, correspondence and other information which has been reduced to writing relating to useful or arising out held for use in connection with the operation of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of together with the foregoinggoodwill associated therewith; (h) All all of Seller’s claims the rights of the Seller under manufacturers’ and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, vendors’ warranties relating to items included in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”)Assets; (i) All accounts owned all of the Claims or acquired by causes of action of the Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business or the Assets, including Claims and causes of action for infringement of the Seller’s Intellectual Property or Know-how (“Accounts Receivable”)whether or not heretofore asserted) and Claims under the Seller’s insurance policies for damage to Assets and Claims for refunds or rebates; (j) All prepaid items, deposits, bank accounts, certificated securitiesdeposits or cash payments made to the Seller in respect of any and all open customer orders accepted by the Seller prior to Closing in the ordinary course of business, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Businesswhich are set forth in Schedule 2.1; (k) All interests in partnershipsall prepaid rent, joint ventures prepaid freight and other business associations relating prepaid expenses, all deposits and prepayments paid to the BusinessSeller and any and all rights in respect of advances or loans made by the Seller to any Person, including any Employee; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); all Orders and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject to On the terms and subject to the conditions of set forth in this AgreementAgreement and expressly subject to Section 2.2, at the Closing, Seller agrees to shall sell, transfer, convey, assign, assign and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase from Seller, free and clear of all Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the business assets, properties, real or personal, properties and rights of every kind and nature, kind and descriptionwhether real, personal or mixed, tangible and or intangible, as reflected on the Closing Balance Sheet wherever located (other than Excluded Assets) which relate to, or are used or useable held for use in connection with, the Seller Business, owned by, leased by, or in the possession of the Seller System (the “Purchased Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include including without limitation the following: (a) InventoryThe Owned Real Property, wherever locatedLeased Real Property, Easements, and other interests in real property (together with the improvements and fixtures thereon) used or useable held for use by Seller in the Business operation of the System (collectively, the “InventoryReal Property”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software); (b) Fixed The System and other physical assetsall related and appurtenant facilities, wherever locatedequipment, and personal property currently used or useable by Seller for delivery of services to the System Customers, including the distribution system described and depicted in the Business consisting of EquipmentSystem Map and those assets set forth on Schedule 2.1(b) (collectively, and fixtures (the “Fixed AssetsDistribution Facilities”); (c) All Patentsof the inventory, Copyrights and Trademarks supplies used or useable held for use in connection with the BusinessSystem (collectively, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible PropertyInventory”); (d) Seller’s certificate of public convenience and necessity and other authorizations, as well as all of Seller’s responsibilities conferred by the Commission, to own and operate the System as a Commission-regulated public utility. (e) All customer-related information owned by or otherwise controlled by Seller and used in connection with the System, including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys billing history, rate classifications and all agreements of any nature whatsoever with respect thereto revenue calculations (collectively, the “Proprietary Customer Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those Contracts set forth on Schedule 6(k2.1(f) hereto (collectively, the “Assigned Contracts”); (ig) All accounts owned or acquired by Seller includingSubject to obtaining consents for certain Permits pursuant to Section 6.5(b) of this Agreement, accounts receivableall Permits, notes and notes receivableincluding Environmental Permits, set forth on Schedule 4.14(b) (other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the than non-transferable Business (“Accounts Receivable”License No. 06900); (jh) All prepaid items, deposits, bank accounts, certificated securitiesExcept as set forth in Section 2.2, all certificates of deposit, and all promissory notes Seller’s records and other evidences of indebtedness documents, instruments and other similar assets information relating to the Business;System and the Purchased Assets (collectively, the “Books and Records”) and the System Map; and (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (ni) All of Seller’s claims rights, claims, and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Purchased Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject to (a) Upon the terms and subject to the conditions of this Agreement, and subject to the entry of the Sale Orders, at the Closing, each Seller agrees to (other than MCH B.V.) shall sell, assign, transfer, conveyconvey and deliver, assignor cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser or one or more of its designated Affiliates (which, in the case of the Canadian Assets, shall be the Canadian Purchaser), free and clear of all Liens, claims and encumbrances of any nature whatsoever other than Permitted Encumbrances and Assumed Liabilities, and deliver to Purchaser, the Purchaser or any such designated Affiliate shall purchase and Purchaser agrees to purchaseacquire from such Seller, all of such Seller’s right, title and interest, as of the business Closing Date, in and to any and all assets, properties, real rights and claims of any kind or personal, and rights of every nature, kind and description, whether tangible and or intangible, as real, personal or mixed, wherever located and whether or not carried or reflected on the Closing Balance Sheet used books and records of any of the Sellers, whether now existing or useable hereinafter acquired, which relate to the Business or which are used, useful or held for use in, or have been acquired in connection with, the Seller operation of the Business, owned byexcluding only the Excluded Assets (such assets, leased byproperties, or in rights and claims to be acquired hereunder, collectively and together with the possession of the Seller (European Shares, the “Purchased Assets”), except that the . The Purchased Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall include, but not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentencelimited to, the Assets include the following: following (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business except to the extent transferable under Applicable Law;any such asset constitutes an Excluded Asset): (gi) All booksthe Real Property, recordssave and except any Real Property that is an Excluded Asset or any Leased Real Property leased under a lease that is an Excluded Contract; NYDOCS03/882968.12 (ii) all tangible personal property related to, accountsused, correspondence and other information which has been reduced to writing relating to useful or arising out held for use in the conduct of the Business, including accounting equipment, machinery, tools, supplies, spare parts, molds, trucks, cars, other vehicles and rolling stock, furniture, fixtures, trade fixtures, leasehold improvements, office materials and supplies, and other tangible personal property located on, or off, the premises of the Real Property; (iii) the Inventory; (iv) all Cash, unaffiliated securities (including any equity interests, warrants, options or similar rights) and negotiable instruments of the Sellers on hand, in lock boxes, in financial institutions or elsewhere; (v) the Receivables and the Intercompany Loans; (vi) all files, operating data, books of account, general and financial records, legal personnel records of the Transferred Employees (to the extent legally transferable), invoices, shipping records, technical information supplier lists, price lists, vendor lists, mailing lists, catalogs, sales promotion literature, advertising materials, brochures, standard forms of documents, manuals of operations or business procedures, research materials, contracts, instruments, filings, administrative and pricing manuals, designscorrespondence, blueprintsmemoranda, modelsplats, architectural plans, surveys, title insurance policies, drawings, plans and specifications, patterns environmental reports, maintenance or service records, soil tests, engineering reports, operating records, operating safety manuals, and any computer record other material and documents, books (including true and complete copies of applicable portions of minute books), records and files (whether or not in the possession of any of the foregoingSellers or their respective Representatives, stored in hardcopy form or on magnetic, optical or other media) and any rights thereto owned, associated with or employed by any of the Sellers in the conduct of the Business or otherwise related to the Purchased Assets or the Assumed Liabilities; (hvii) All copies of Seller’s claims all Tax Returns and rights under all leasesrelated schedules, contracts, agreements, workpapers and purchase and sales orders, whether written or oral, relating in any manner other material supporting information (“Tax Documents”) pertaining to the Purchased Assets or the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, other than Tax Documents relating solely to Income Taxes of the “Contracts”Sellers); (iviii) All accounts owned all goodwill associated with the Business or acquired the Purchased Assets, including rights under any confidentiality agreements executed by Seller including, accounts receivable, notes any third party for the benefit of any of the Sellers and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating assigned to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets Purchaser to the extent relating to the Business; (kix) All interests the Owned Intellectual Property (including the Seller Brands), the Business IP Agreements and the Business IT Assets, including all (A) copies and tangible embodiments thereof in partnershipswhatever form or medium (including electronic media), joint ventures (B) claims and causes of action arising out of or related to, including all rights to xxx, recover damages and obtain other relief for, any past, present and future infringement, passing off, misappropriation, breach or other violation of or conflict with any of the foregoing, (C) rights of priority and renewal in respect thereof, (D) rights therein provided by NYDOCS03/882968.12 international treaties and conventions, (E) rights to any and all income, royalties, damages, fees and other business associations relating payments now or hereafter due or payable in respect thereto, and (F) other rights associated therewith; (x) all Assigned Contracts and all of the rights and benefits accruing thereunder, including any outstanding deposits thereunder (with respect to any Consent Pending Contract, subject to the terms of Section 2.11(b) and (c) hereof); (xi) all franchises, permits, consents, certificates, clearances, approvals, exceptions, variances, permissions, filings, publications, declarations, notices, licenses, agreements, waivers and authorizations, including Environmental Permits, of or with any Governmental Authority related to the Business or used, useful or held for use by any of the Sellers in connection with the Business, and all rights and benefits accruing thereunder (collectively, the “Permits”) and all deposits and prepaid expenses held by third parties and/or Governmental Authority, save and except any such Permit that is an Excluded Contract; (xii) the sales and promotional literature, customer lists and other sales related materials related to the Business or used, useful or held for use in the Business; (lxiii) All the amount of, and all rights to any, insurance proceeds received by any of Seller under express the Sellers after the date hereof in respect of the loss, destruction or implied warranties condemnation of any Purchased Assets occurring prior to, on or after the Closing or relating to any Assumed Liabilities; (xiv) all unexpired, transferable warranties, indemnities, or guarantees from the suppliers of Seller any third party with respect to the Assets any Purchased Asset, including any parcel of Real Property and any item of personal property or equipment; (xv) to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Purchased Assets, the full benefit of all representations, warranties, guarantees, indemnities, undertakings, certificates, covenants, agreements and all security therefor received by any of the Sellers on the purchase or other acquisition of the Purchased Assets; (xvi) any rights, demands, claims, credits, allowances, rebates, or rights of setoff (other than against the Sellers or any of their Affiliates) arising out of or relating to any of the Purchased Assets; (xvii) all deposits received by any of the Sellers from any tenants with respect to any leases of Owned Real Property assumed by the Purchaser or from any subtenants with respect to any subleases of Leased Real Property assumed by the Purchaser; (xviii) all prepaid and deferred items that relate to the Business or the Purchased Assets, including all prepaid rentals and unbilled charges, fees and deposits; (xix) rights to any Tax refunds or credits for Taxes; NYDOCS03/882968.12 (xx) all confidentiality, non-compete, non-solicit and similar agreements entered into by any of the Sellers, or any of their respective Representatives, and assumed by the Purchaser in connection with a sale of the Purchased Assets or the Business; (xxi) all current and prior insurance policies (to the extent assignable) of any of the Sellers that relate to the Business or any of the Assumed Liabilities and all rights and benefits of any nature with respect thereto, including all insurance recoveries or refunds thereunder and rights to assert claims with respect to any such insurance recoveries, and further including all insurance policies, letters of credit, and any other assets related to coverage for workers’ compensation claims that are Assumed Liabilities and any tail insurance policies that provide coverage to the Sellers or their Affiliates or Representatives after the Closing Date; (xxii) all of the issued and outstanding capital stock of the Transferred Subsidiaries (the “Transferred Shares”) (other than the European Shares) and any warrants, options or similar rights to acquire the same; (xxiii) any Action (and any related rights or demands) of the Sellers and their estates under chapter 5 of the Bankruptcy Code or, in the case of Milacron Canada, under the BIA, and all proceeds thereof, subject to the terms and conditions of the U.S. Sale Order; (xxiv) any Action (and any related rights or demands) of the Sellers and their estates, to the extent related to the Business or the Purchased Assets existing as of the Closing Date (including any Action (and any related rights or demands) of any Seller and its estate against the board of directors of any other Seller) and any Action (and any related rights or demands) set forth in Section 2.01(a)(xxiv) of the Sellers’ Disclosure Schedule; (xxv) all other assets, properties, rights and claims of any of the Sellers of any kind or nature which relate to the Business, which are used or useful in or held for use in the Business, or which relate to the Purchased Assets (in each case, other than the Excluded Liabilities)Assets) not otherwise described above; and (oxxvi) All goodwill associated any right, property or asset that is listed or described in Section 2.01(a)(xxvi) of the Sellers’ Disclosure Schedule. In addition to the Purchaser’s rights under Section 5.01(a), the Purchaser, in its sole and absolute discretion, shall be allowed to amend or supplement Section 2.01(a)(xxvi) of the Sellers’ Disclosure Schedule at any time prior to June 5, 2009, provided, however, that Section 2.01(a)(xxvi) of the Sellers’ Disclosure Schedule shall not be amended or supplemented to include any Excluded Asset that has been divested by a Seller (or in respect of which a Seller has entered into a binding agreement to so divest), in each case with the Business or Assets, together approval of the Purchaser and the Bankruptcy Court(s) (as applicable) in accordance with the right to represent to third parties that Purchaser is the successor Section 5.02 prior to the Businessdate on which the Purchaser has requested that Section 2.01(a)(xxvi) of the Sellers’ Disclosure Schedule be amended or supplemented to include any such asset. NYDOCS03/882968.12 Subject to Section 5.20, in addition, at the Closing, MCH B.V. shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser or its designated Affiliate, free and clear of all Liens, claims and encumbrances of any nature whatsoever other than Permitted Encumbrances and Assumed Liabilities, and the Purchaser or any such designated Affiliate shall purchase and acquire from MCH B.V., all of such Seller’s right, title and interest, as of the Closing Date, in and to all of the issued and outstanding shares of capital stock of the European Subsidiaries (the “European Shares”). (b) Notwithstanding anything in Section 2.01(a) to the contrary, the Sellers shall not sell, convey, assign, transfer or deliver, nor cause to be sold, conveyed, assigned, transferred or delivered, to the Purchaser, and the Purchaser shall not purchase or acquire, and the Purchased Assets shall not include, the Sellers’ right, title and interest in and to the following assets of the Sellers (collectively, the “Excluded Assets”): (i) all documents and other items related solely to the organization, existence or capitalization of the Sellers, including the company seal, charter documents, stock or equity record books and such other similar books and records (including minute books); (ii) all rights of the Sellers under this Agreement and the Ancillary Agreements; (iii) Tax Documents pertaining to Taxes of the Sellers, subject to Section 5.09(a); (iv) any Excluded Contract and rights thereunder; (v) any assets relating to the Employee Plans except as expressly provided in Article VI; (vi) any insurance policies, letters of credit, and any other assets, in each case related to coverage for workers’ compensation claims that are not Assumed Liabilities; and (vii) any right, property or asset that is listed or described in Section 2.01(b)(vii) of the Sellers’ Disclosure Schedule (notwithstanding anything to the contrary in this Agreement). In addition to the Purchaser’s rights under Section 5.01(a), the Purchaser, at its sole and absolute discretion, shall be allowed to amend or supplement Section 2.01(b)(vii) of the Sellers’ Disclosure Schedule at any time prior to June 5, 2009.

Purchase and Sale of Assets. Subject to the terms and conditions of set forth in this Agreement, at the Closing the Seller agrees to shall sell, transfer, convey, assign, transfer and deliver to Purchaser, and Purchaser agrees to shall purchase, acquire and take assignment and delivery of, for the consideration specified in Section 3.1, the Acquired Assets, free and clear of any Liens, Claims, interests, encumbrances and obligations whatsoever (other than the Assumed Obligations and the Permitted Encumbrances). The Acquired Assets include all of the business rights, title, interests and goodwill that the Seller possesses in and to all of the assets, properties, real or personal, properties and rights of the Seller, whether real, personal, tangible or intangible, of every naturekind, kind nature and description, tangible and intangibleused in the operation of the Business and, as reflected on to tangible personal property, located at the Closing Balance Sheet Williamston Facilities, including, without limitation, the following items (to the extent such items are used or useable in the Seller operation of the Business, owned by, leased by, or in but excluding therefrom the possession of the Seller Excluded Assets) (the “Assets”), except that the Assets shall not include any all of the assets set forth on Schedule 2 hereto (to be sold, assigned, transferred and delivered to Purchaser hereunder are herein called the “Excluded Acquired Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following:): (a) Inventory, wherever located, used or useable in fee simple title to the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the sameNoble Road Facility, including all supplies tenements, hereditaments, easements, rights of way, privileges and embedded softwareappurtenances thereto and improvements and fixtures thereon; (b) Fixed all machinery, equipment (including the Designated Equipment) and other physical assetstangible personal property owned by Seller located at the Williamston Facilities and used in connection with the Business, wherever locatedincluding all accessions, used or useable in additions, appurtenances and improvements to, parts, products and replacements of and documents and substitutes for the Business consisting of foregoing, as set forth on Schedule 2.1(b)(i) (collectively, the “Equipment, and fixtures (“Fixed Assets”); (c) All Patentsall finished goods, Copyrights work in process, raw materials, goods in transit, goods at customer sites and Trademarks used other inventory or useable goods held for sale in all of its forms, wherever located, now or hereafter existing in connection with the BusinessBusiness (collectively, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible PropertyInventory”), including, without limitation, the rights to all brand names; (d) All inventionsall of Seller’s rights in, discoveriesto and under the Assumed Progress Court Lease, improvements, computer software, data, skill, expertise, procedures the Assumed Contracts and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”)Assumed Equipment Leases; (e) All other trade secrets all of the Seller's rights and proprietary information interests in and to the three (3) patents heretofore identified in writing to the Purchaser relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto Business (the “Proprietary InformationDesignated Intellectual Property”); (f) All rightall (i) transferable Permits; (ii) the right to carry on the Business; and (iii) books of account, title general, financial, accounting and interest of Seller in personnel records, files, invoices and to Licensescustomer’s and supplier’s lists, transferable permits, exemptions, approvals, franchises and privileges relating to but excluding the Business to the extent transferable under Applicable Law;Excluded Records; and (g) All books, records, accounts, correspondence all other tangible and other information which has been reduced intangible assets and properties of the Seller located at or relating solely to writing relating to or arising out the Williamston Facilities and used in the operation of the Business, including accounting records, legal records, technical information all pre-paid expenses and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Businesspre-paid taxes.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, at the Closing (as hereinafter defined), Seller agrees to shall sell, transfer, convey, assign, and deliver to PurchaserBuyer, and Purchaser agrees Buyer shall purchase, acquire, and accept from Seller, along with Permitted Liens and any liability or obligation relating to purchasethe Purchased Assets or the Business (as defined below), including but not limited to, all of Seller’s right, title and interest in and to all of the business assetsassets and properties SofPulse® for all medical purposes in the human markets (“SofPulse® Asset(s)”). For the avoidance of doubt, propertiesthe SofPulse® technology is defined as a shortwave diathermy medical device that is applied to the human body and provides electromagnetic energy at a radio frequency of 27.12 MHz for the treatment of medical conditions by means other than the generation of deep heat within body tissues. The SofPulse® Assets, real whether tangible or personalintangible and wherever located, and rights owned or leased, used or held for use, by Seller as of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (the “Purchased Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights following with respect to the Purchased Assets: (a) all brand namesinventory works in process, backlog (including contracted, uncontracted, and/or unfinished units and potential business opportunities), supplies, parts, tools, office supplies, consumables, and spare and replacement items therefor; (db) All inventionsall (i) trade, discoveriesnote, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced accounts receivable owing to writing relating to or Seller arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record sale or other disposition of any goods or services of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”) and (ii) other current assets of Seller; (c) all Owned Intellectual Property (as defined in Section 3.8) and Seller’s right, title, and interest in and to all Licensed Intellectual Property (as defined elsewhere in this Agreement); (d) all documents (whether stored in hard-copy form or electronically), records, data or databases, engineering data, designs, operating manuals, files, and computer software; (e) all internet domain names and email addresses linked with such domain names associated with the Business; (f) all mobile phone, internet-based or landline-based telephone lines and numbers and facsimile numbers; (g) all rights, benefits, and interests under any of the SofPulse® Asset specific Contracts listed on Schedule 1.1(i) (the “Assumed Contracts”), which includes ADM Tronics and all other vendor and customer or client Contracts entered into in the ordinary course of Seller’s business for goods and services required to conduct the Business consistent with historical practice (including any agreements providing recurring revenue to Seller); (h) all rights, benefits, and interests under any of the Contracts listed on Schedule 1.1(i) (the “Assumed Contracts”), which includes Sales Services or Distributor Agreements with contractors selling SofPulse® Assets on behalf of the Seller both in the United States as well as any foreign markets; (i) all business licenses, permits, and current US and ex-US regulatory approvals necessary to operate the Business held by the Seller (but only to the extent transferable under applicable Law and by their terms); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and rights to all promissory notes and other evidences of indebtedness and other similar assets relating to the Businessleasehold improvements; (k) All interests in partnershipsall deposits, joint ventures prepaid insurance, prepaid expenses, and other business associations relating to the Businessrefunds; (l) All rights of Seller under express all warranties and guarantees made by or implied warranties received from any third party concerning the suppliers of Seller with respect to the Assets to the extent transferable under Applicable LawPurchased Assets; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate Seller’s rights, if any, to Excluded Assets enforce and sue for any past, present or Excluded Liabilities) future violation of any confidentiality, non-compete, secrecy, invention, or similar covenants in favor of Seller; (n) All all goodwill and going concern value of Seller’s claims and causes Seller (including personal goodwill, if any, of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded LiabilitiesOwners); and; (o) All goodwill associated with files, and other information concerning the Business or Purchased Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.;

Purchase and Sale of Assets. Subject At the Closing (as hereinafter defined), on and subject to the terms and conditions of this Agreement, Seller agrees to shall sell, assign, transfer, convey, assign, and deliver to Purchaser, and Purchaser agrees to shall purchase, acquire, and accept from Seller, all of the business right, title, and interest of Seller in and to (i) the Business and all goodwill related exclusively to the Business, (ii) the names "Image and Image Industries" and all marks and goodwill associated therewith (whether or not registered), and (iii) all of the assets, properties, real or personal, and rights of Seller constituting the Business or used by Seller therein, of every nature, kind type and description, tangible and intangible, as in Seller's possession or reasonably accessible to Seller and whether or not reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession books of the Seller (the “Assets”except as may be specifically excluded by this Agreement), except that the Assets shall not include any free and clear of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller liens, claims, charges, security interests, and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies encumbrances of any kind, kind or nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; other than Permitted Encumbrances (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”as hereinafter defined), including, without limitation, the rights following, as the same shall exist at the Closing Date (as hereinafter defined) and to all brand names;the extent the same are used exclusively in the Business: (da) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and real property owned by Seller and used in the Business, and all agreements of Seller's right, title, and interest in the buildings, fixtures, and improvements located thereon, together with all water lines, rights of way, uses, licenses, easements, hereditaments, tenements, and appurtenances belonging or appertaining thereto and any nature whatsoever 12 and all assignable warranties of third parties with respect thereto (the “Know-how”); "Real Property") and, by assignment of leases, all of Seller's rights in, to, and under any real estate leases (eincluding, without limitation, any assignment of a real estate lease or sublease) All other trade secrets and proprietary information relating to which Seller is a party which are used in the Business, together with all of Seller's right, title, and interest in the buildings, fixtures and improvements, including customer listsconstruction-in-progress, market surveys and appurtenances thereto, located on the real property subject to such real estate leases, and any and all agreements assignable warranties of any nature whatsoever third parties with respect thereto (the “Proprietary Information”"Leased Real Property"); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreementset forth herein, at the Closing, the Seller agrees to shall sell, assign, transfer, convey, assign, convey and deliver to the Purchaser, and the Purchaser agrees to purchaseshall purchase from the Seller, free and clear of any Liens, except for Permitted Liens, all of the business Seller’s right, title and interest in, to and under all of the assets, properties, real or personal, properties and rights of every kind and nature, kind and descriptionwhether real, personal or mixed, tangible or intangible (including goodwill), wherever located and intangiblewhether now existing or hereafter acquired (other than the Excluded Assets), as reflected on the Closing Balance Sheet which relate to, or are used or useable held for use in the Seller Businessconnection with, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (collectively, the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Purchased Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to following: (a) all brand namesissued and outstanding shares of capital stock and other equity securities of NSC and Global; (db) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures all cash and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”)cash equivalents; (ec) All other trade secrets and proprietary information relating to all accounts or notes receivable held by the BusinessSeller, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of security, claim, remedy or other right related to any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business foregoing (“Accounts Receivable”); (jd) All prepaid itemsall inventory, depositsfinished goods, bank accountsraw materials, certificated securitieswork in progress, all certificates of depositpackaging, and all promissory notes supplies, parts and other evidences of indebtedness and other similar assets relating to the Businessinventories (“Inventory”); (ke) All interests in partnerships, joint ventures and other business associations relating to all Contracts set forth on Schedule 1.1(e) (the Business“Assigned Contracts”); (lf) All rights all Intellectual Property owned by the Seller and used in or necessary for the conduct of Seller under express or implied warranties from the suppliers of Seller with respect to Business as currently conducted (the Assets to the extent transferable under Applicable Law“Intellectual Property Assets”); (mg) All proceeds under insurance policies all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) the “Tangible Personal Property”); (nh) All all real property, whether owned or leased; (i) all Permits which are held by the Seller and required for the conduct of Seller’s claims and causes of action against others relating to the Business as currently conducted or for the ownership and use of the Purchased Assets; (except j) all rights to any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity (“Actions”) of any nature available to or being pursued by the Seller to the extent related to the Excluded Business, the Purchased Assets or Excluded the Assumed Liabilities, whether arising by way of counterclaim or otherwise; (k) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes); (l) all of the Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities; (n) originals, or where not available, copies, of all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, 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 Governmental 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, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets (“Books and Records”); and (o) All all goodwill associated with and the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to going concern value of the Business.

Purchase and Sale of Assets. Subject On the Closing Date and subject to the terms and conditions set forth in this Agreement, Seller shall cause to be sold, assigned, transferred, conveyed and delivered to Buyer good and valid title to the Acquired Assets (as defined below), free and clear of any Liens, on the terms and subject to the conditions set forth in this Agreement. For purposes of this Agreement, Seller agrees to sell, transfer, convey, assign, the term "Acquired Assets" shall mean and deliver to Purchaser, and Purchaser agrees to purchase, include all of the business assets, properties, real or personalrights, interests and rights of every nature, kind and description, other tangible and intangible, as intangible assets (wherever located and whether or not required to be reflected on a balance sheet prepared in accordance with GAAP), including any such assets acquired by Seller between the date hereof and the Closing, that constitute or that are used in or needed for the conduct of the Business (as defined herein) as of the date of this Agreement or as of the Closing Balance Sheet used or useable in the Seller BusinessDate; provided, owned byhowever, leased by, or in the possession of the Seller (the “Assets”), except that the Acquired Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentenceforegoing, the Acquired Assets include shall include, but not be limited to, the following:following (to the extent not included in the Excluded Assets): (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting Tangible Assets of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies tangible personal property and embedded softwareequipment owned or leased by Seller (and including any equipment that may be installed or affixed to the Leased Real Property); (b) Fixed and the Transferred Intellectual Property Rights (other physical assets, wherever located, used or useable in than the Business consisting of Equipment, and fixtures (“Fixed Assets”Transferred Trademarks); (c) All Patents, Copyrights and the Transferred Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand namesgoodwill appurtenant thereto; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”)Transferred Technology; (e) All other trade secrets and proprietary information relating to all rights of Seller under the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”)Transferred Contracts; (f) All right, title the Books and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable LawRecords; (g) All booksall supplies, recordspackaging materials, accountsbrochures, correspondence user manuals, graphics, and other information which has been reduced to writing artwork (in each case, in paper and electronic format) and UPC codes relating to the Products (but with respect to the Custom Products, only to the extent such items are owned by Seller); (h) all Web Content; (i) any other assets, tangible or arising out intangible, or rights of Seller; (j) to the Businessextent assignable under any applicable laws, including accounting recordsall rights to recover past, legal recordspresent and future damages for the breach, technical information and manualsinfringement or misappropriation, designsas the case may be, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes claims and other evidences causes of indebtedness and other similar assets relating action against third parties related to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to all goodwill associated with the Acquired Assets or the Business; (l) All rights all accounts receivable of, and securities, notes and other evidences of indebtedness owing to, the Seller under express or implied warranties from existing as of the suppliers of Seller with respect to the Assets to the extent transferable under Applicable LawClosing Date; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ;the corporate name "Vari-L Company, Inc." and all rights thereto and goodwill associated therewith; and (n) All all prepaid rentals, prepaid expenses, claims, deposits, refunds, rights of Seller’s claims recovery or setoff, rights of recoupment, franchises, permits, licenses, orders, registrations, -11- certificates and causes of action against others relating to variances obtained by the Business (except to the extent related to the Excluded Assets Company from Governmental Entities or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to other third parties that Purchaser is the successor to the Businessparties.

Purchase and Sale of Assets. Subject to the terms and conditions of set forth in this Agreement, as of the Closing, the Seller agrees to Group Companies shall sell, convey, transfer, convey, assign, assign and deliver to PurchaserBuyer, and Purchaser agrees to Buyer shall purchase, acquire and accept from the Seller Group Companies, all of the business assetsright, propertiestitle and interest of the Seller Group Companies in and to all of the assets (other than the Excluded Assets, real or personalas defined in Section 2.2), properties and rights of every naturethe Seller Group Companies, kind and of whatever type or description, whether tangible and or intangible, and wherever used or held for use by the Seller Group Companies as reflected on of the Closing Balance Sheet used or useable in the Seller BusinessDate (collectively, owned by, leased by, or in the possession of the Seller (the “Acquired Assets”). Except to the extent included in the Excluded Assets, except that the Acquired Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentenceinclude, the Assets include the followingwithout limitation: (a) Inventory, wherever located, used or useable Cash in the Business amount of Four Hundred Fifty Thousand Dollars ($450,000) and notes receivable and accrued interest arising therefrom; (b) All inventory, raw materials, work-in-process and finished goods held by the Seller Group Companies for resale and supplies wherever located (the “Inventory”) consisting of inventory), merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping together with all rights of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any Seller Group Companies against suppliers of the foregoing (the “Intangible Property”)Inventory, including, without limitation, the Seller Group Companies’ rights to all brand namesreceive refunds or rebates in connection with their purchase of such Inventory; (c) All Accounts Receivable; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable vendor receivables in the Business from the Seller Group Companies’ vendors that are classified as rebates, credits, manufacturer charge-backs or receivables on any of the Seller Group Companies’ books and owned by Seller and all agreements of any nature whatsoever with respect thereto records (the “Know-howVendor Receivables”); (e) All other trade secrets of the Seller Group Companies’ rights in, to and proprietary information relating to under Leased Real Property and Owned Real Property; (f) All machinery, equipment, tools, computers, terminals, computer equipment, office equipment, business machines, telephones and telephone systems, parts, accessories, warehouse equipment and the Businesslike owned or held by the Seller Group Companies, including customer listswherever located, market surveys and any and all agreements assignable warranties of any nature whatsoever third parties with respect thereto (the “Proprietary InformationEquipment”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the BusinessSeller Group Companies’ right, including accounting records, legal records, technical information title and manuals, designs, blueprints, models, drawings, specifications, patterns interest in and any computer record of any of the foregoingunder Contracts; (h) All of Seller’s claims motor vehicles, trucks, forklifts and rights under all leases, contracts, agreementsother vehicles owned or held by the Seller Group Companies, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto all assignable warranties of third parties related thereto (collectively, the “ContractsVehicles”); (i) All accounts owned or acquired by Intellectual Property Rights of the Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”)Group Companies; (j) All prepaid itemsexisting data, depositsdata bases, bank accountswebsites, certificated securitiesbooks, all certificates records, correspondence, business plans and projections, records of depositsales, customer and vendor lists, advertising materials, catalogs, price lists, sales and promotional materials, files, papers, and, to the extent permitted under applicable law or regulation, copies of historical personnel payroll (subject to applicable confidentiality requirements) and medical records, if any, of each of the employees of the Seller Group Companies in the possession of any Seller Group Company, including, without limitation, employment applications, corrective action reports, disciplinary reports, notices of transfer, notices of rate changes, other similar documents, and any summaries of such documents regularly prepared by the Seller Group Companies; all promissory notes reported medical claims made for each employee of the Seller Group Companies; and other evidences all manuals and printed instructions of indebtedness and other similar assets the Seller Group Companies relating to the BusinessAcquired Assets and to the operation of the Business (the “Books and Records”); (k) All interests in partnershipslicenses, joint ventures permits, certificates and other business associations relating Governmental Authorizations of the Seller Group Companies which pertain to or relate to the BusinessBusiness or the Facilities, including, without limitation, those which are required in order to operate the Business at each of the Facilities (the “Permits”), provided, however, such Permits shall be included within the Acquired Assets only to the extent they are lawfully transferable to Buyer; (l) All rights of furniture, fixtures and leasehold improvements, wherever located, owned by the Seller under express Group Companies or implied in which a Seller Group Company has an interest, and any and all assignable warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Lawcovering such furniture, fixtures and leasehold improvements (“Furniture and Fixtures”); (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) prepaid expenses of the Seller Group Companies; all security deposits and utility deposits of the Seller Group Companies; (n) All of Seller’s claims and rights to claims, refunds, causes of action action, choses in actions, Proceedings against others relating third parties (including all warranty and other contractual claims (express, implied or otherwise)), rights of recovery, rights of set-off and similar rights of the Seller Group Companies which relate to or arise out of the period after the Closing and relate to the Business Acquired Assets (except unless and only to the extent related any such rights are specifically attributable to the Excluded Assets or the Excluded Liabilities, and then less such amount specifically attributable); and (o) All goodwill telephone and facsimile numbers, listings and advertisements, e-mail addresses and all names under which the Seller Group Companies have conducted their business operations, including, without limitation, the name "Regional Recycling LLC", and all of the Seller Group Companies’ goodwill, rights and benefits associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to therewith and the Business.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreementset forth herein, at the Closing, Seller agrees to shall sell, assign, transfer, convey, assign, convey and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase from Seller, free and clear of any Encumbrances, all of Seller's right, title and interest in, to and under all of the business assets, properties, real or personal, properties and rights of every kind and nature, kind and descriptionwhether real, personal or mixed, tangible or intangible (including goodwill), wherever located and intangiblewhether now existing or hereafter acquired (other than the Excluded Assets), as reflected on the Closing Balance Sheet which relate to, or are used or useable held for use in the Seller Businessconnection with, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (collectively, the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Purchased Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand namesfollowing: (a) cash and cash equivalents; (db) All inventionsall accounts and/or notes receivable held by Seller, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of security, claim, remedy or other right related to any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business foregoing (“Accounts Receivable”); (jc) All prepaid itemsall inventory, depositsfinished goods, bank accountsraw materials, certificated securitieswork in progress, all certificates of depositpackaging, and all promissory notes supplies, parts and other evidences of indebtedness and other similar assets relating to the Businessinventories (“Inventory”); (kd) All interests in partnershipsall Contracts, joint ventures and other business associations relating to including Intellectual Property Agreements, set forth on Section 2.01(d) of the BusinessDisclosure Schedules (the “Assigned Contracts”); (le) All rights all Intellectual Property Assets; (f) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”); (g) all Real Property; (h) all Permits, including Environmental Permits, which are held by Seller and required for the conduct of Seller under express the Business as currently conducted or implied warranties from for the suppliers ownership and use of Seller with respect to the Assets Purchased Assets, including, without limitation, those listed on Section 4.17(b) of the Disclosure Schedules, in each case to the extent transferable under Applicable a transfer is permitted by applicable Law; (mi) All proceeds under insurance policies (excluding proceeds under insurance policies that relate all rights to Excluded Assets any Actions of any nature available to or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except being pursued by Seller to the extent related to the Excluded Business, the Purchased Assets or Excluded the Assumed Liabilities, whether arising by way of counterclaim or otherwise; (j) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes); (k) all of Seller's rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets; (l) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities; (m) originals, or where not available, copies, of all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, 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 Governmental Authority), 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, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); and (on) All all goodwill associated with and the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to going concern value of the Business.

Purchase and Sale of Assets. Subject In connection with the Termination, and subject to the terms and conditions of this Agreementset forth herein, Seller agrees to at the Closing, Endo shall sell, assign, transfer, convey, assignconvey and deliver, and deliver to Purchaserhereby assigns, transfers, and Purchaser agrees conveys, to purchaseParent, and Parent shall purchase from Endo, all of Endo’s right, title and interest in, to and under, the business assetsfollowing assets (collectively, properties, real or personal, and rights of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (the “Assets”), except that ): (a) the Assets shall not include any of the assets (i) Product Inventory set forth on Schedule 2 4(a)(i) hereto, and (ii) Work-in-Progress Inventory set forth on Schedule 4(a)(ii) hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentencecollectively, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software); (b) Fixed the contracts, agreements, or similar arrangements executed by Endo or any Affiliate thereof exclusively relating to the Product or the development, commercialization, manufacture, use, sale, marketing, promotion or distribution thereof set forth on Schedule 4(b) hereto (the “Material Contracts”), in each case, for which any permits or approvals necessary to enable them to be assigned to Parent or its designee without breach thereof either (i) (x) are not required or (y) will have been obtained prior to the Closing (collectively, the “Closing Material Contracts”) or (ii) will not have been obtained prior to the Closing (the “Post-Closing Material Contracts”) and will be subject to the provisions set forth in Section 6; (c) 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 physical assets, wherever located, used or useable in social media companies and the Business consisting of Equipmentcontent found thereon and related thereto, and fixtures URLs, in each case, excluding any Endo Marks appearing therein or thereon, in each case, set forth on Schedule 4(c) hereto (collectively, the “Fixed Intellectual Property Assets”); (cd) All Patents, Copyrights the manufacturing equipment owned by Endo and Trademarks used or useable in the BusinessProduct manufacturing process set forth on Schedule 4(d) hereto (collectively, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-howEquipment”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys Assigned Marks and all agreements of any nature whatsoever with respect Endo’s and its Affiliates’ rights therein and thereto (throughout the “Proprietary Information”);world; and (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Businessall Pre-Approval Regulatory Submissions, including accounting recordsany INDs and NDAs, legal records, technical information Regulatory Approvals and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivablePost-Approval Regulatory Submissions, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to than the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the BusinessCanadian Filings.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreementset forth herein, at the Closing, Seller agrees to and its Affiliates shall sell, assign, transfer, conveyconvey and deliver, assignor shall cause to be sold, assigned, transferred, conveyed and delivered, to Buyer or one or more of its Affiliates, and deliver to PurchaserBuyer or one or more of its Affiliates shall purchase from Seller and its Affiliates, free and Purchaser agrees to purchaseclear of any Encumbrances, other than Permitted Encumbrances, all of Seller’s and its Affiliates’ right, title and interest in, to and under the business assets, properties, real or personal, properties and rights of every kind and nature, kind and descriptionwhether real, personal or mixed, tangible or intangible (including goodwill), wherever located and intangiblewhether now existing or hereafter acquired (other than the Excluded Assets and other than assets, as reflected on properties and rights held by or contained in the Closing Balance Sheet Transferred Subsidiary, which assets, properties and rights held by or contained in the Transferred Subsidiary shall be transferred through the conveyance of the Transferred Subsidiary Shares), that exclusively or primarily relate to, or are exclusively or primarily used or useable held for use in connection with, the Seller BusinessBusiness (collectively, owned by, leased by, or in the possession of the Seller (the “Purchased Assets”), except including the following to the extent that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold they exclusively or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentenceprimarily relate to, or are exclusively or primarily used or held for use in connection with, the Assets include the followingBusiness: (a) Inventoryother than Excluded Contracts, wherever locatedall Contracts, used purchase orders, proposals or useable in bids (including the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded softwareCollaboration Agreements); (b) Fixed if the Applicable Working Capital Date is December 31, 2013, all cash and other physical assetsequivalents generated after December 31, wherever located2013, from the sale, transfer, liquidation or payment in respect of any Inventory and Accounts Receivable of the Business (but less any cash or cash equivalents used or useable to satisfy any Accounts Payable of the Business) in each case as included in the Business consisting of Equipment, and fixtures (“Fixed Assets”)Aggregate Net Trade Working Capital Amount; (c) All Patentsall Business Books and Records, Copyrights and Trademarks used or useable excluding those set forth in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”Section 2.02(i), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures all personnel files and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”)employees records related to Transferred Employees; (e) All other trade secrets all rights, claims and proprietary information relating benefits in, to the Businessor under, including customer lists, market surveys any and all confidentiality, non-disclosure, inventions or secrecy agreements of with any nature whatsoever with respect thereto (the “Proprietary Information”)Employee, consultant or other service provider; (f) All rightall computing hardware, title including personal computers, file servers, printers and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Lawnetworking equipment; (g) All booksall Inventory, recordssupplies, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoingconsumables; (h) All of Seller’s claims and rights under all leasesPermits, contractsfranchises, agreements, and purchase and sales orders, whether written or oral, relating in any manner variances and tax abatements solely to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”)extent such items may be assigned or transferred; (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts all Accounts Receivable and other forms current assets reflected on the Interim Statement of obligations to Seller Net Assets on the line item “Other Current Assets” (such current assets, excluding any amounts shown as excluded items, the “Other Current Assets”) and Letter assets consistent in type and magnitude with such assets that were created since the Statement of Credit Rights relating to the Business (“Accounts Receivable”)Net Assets Date; (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, the Owned Real Property set forth on Schedule 4.11(a) and all promissory notes rights and other evidences of indebtedness and other similar assets relating to benefits under the BusinessLeases for the Leased Real Property set forth on Schedule 4.11(b); (k) All interests the Business Intellectual Property, including, for the avoidance of doubt, the Chiron Trademarks and an undivided one-half ownership interest in partnerships, joint ventures and other business associations relating to the BusinessCo-Owned Intellectual Property; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Lawall machinery, vehicles, tools, equipment replacement and spare parts and supplies; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) any advertising, promotional, marketing materials and all similarly related materials; (n) All of Seller’s claims all rights to telephone numbers (and causes of action against others relating to the Business related directory listings), email addresses, social media accounts (except including Twitter, Facebook, Instagram and LinkedIn) and any internet listings; (o) all prepaid expenses, to the extent related to transferrable; (p) all security deposits, xxxxxxx deposits, and all other forms of security placed with Seller or any of its Affiliates for the Excluded Assets or Excluded Liabilities)performance of a Contract; (q) all goodwill; and (or) All goodwill associated the Development Agreement, except as otherwise agreed by Buyer and Seller and only to the extent permissible in accordance with its terms and applicable state and local Laws. To the extent any assets of the Business (other than Excluded Assets), within the descriptions of clauses (a) — (r) above are owned, or leased by any Affiliate of Seller other than a Transferred Subsidiary, and such items are included within the term “Purchased Assets,” then Seller shall cause each such Affiliate, at the Closing, to convey such Purchased Assets to Buyer or one of its Affiliates, in accordance with the Business provisions hereof. For the avoidance of doubt, all assets of Seller or Assets, together with the right to represent to third parties any of its Affiliates that Purchaser is the successor are exclusively or primarily related to the Business, other than Excluded Assets and the assets of the Transferred Subsidiary, will be Purchased Assets.