Common use of Purchase and Sale of Purchased Assets Clause in Contracts

Purchase and Sale of Purchased Assets. Subject to the provisions of Sections 2.2 and 6.2, at the Closing the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser, all right, title and interest in and to all of the assets, rights and properties that are owned by the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on the Interim Balance Sheet (collectively, the "PURCHASED ASSETS"), listed below in this Section 2.1, in each case as the same exist as of the Closing Date: (a) all of Seller's work in progress from and after May 1, 2000, which shall include commitments for forward advertising and, in the aggregate, total at least $22,000 as listed on SCHEDULE 2.1(A) (collectively, the "WORK IN PROGRESS"); (b) all contracts, agreements, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals and commitments to which the Seller is a party, including those listed on SCHEDULE 4.11 and including any confidentiality agreements between the Seller and any prospective purchaser of all or any portion of the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller (collectively, the "CONTRACTS"); (c) all machinery, equipment, computers and computer hardware, spare parts, furniture and fixtures owned by the Seller, and all of the interest of the Seller in the machinery and equipment used or held for use by the Seller under the Equipment Leases; (d) all patents, patent disclosures, trademarks, service marks, trade dress, logos, trade names, domain names, copyrights and mask works, and all registrations, applications and associated good will for each of the foregoing, owned by the Seller, including those listed on SCHEDULE 4.15, and all computer software (including source and object codes), computer programs, computer data bases and related documentation and materials, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", and other intellectual property rights (in whatever form or medium) owned by the Seller (collectively, the "INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio; (e) to the extent legally assignable, all Permits held by the Seller; (f) all claims, deposits (including, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepayments, prepaid assets, causes of action, rights of recovery, rights of set off, rights of recoupment and attorney-client, work product and other legal privileges (to the extent relating to any of the Purchased Assets or Assumed Liabilities) of the Seller, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assets; (g) all books, records, ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports and other printed or written materials used or held for use by the Seller; (h) the real property leased by the Seller pursuant to the lease agreement set forth on SCHEDULE 4.11 to this Agreement and, to the extent covered by the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectively, the "LEASED REAL PROPERTY"); (i) cash of the Seller (including for this purpose all collected funds received in bank accounts owned by the Seller through 12:01 A.M., Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00); (j) prepayments made by Seller for items set forth on SCHEDULE 2.1(J) to this Agreement; and (k) the extranet currently under development by Aztec Consulting.

Purchase and Sale of Purchased Assets. Subject Upon the terms and subject to the provisions of Sections 2.2 and 6.2conditions set forth in this Agreement, at the Closing the Purchaser will purchase from the SellerClosing, and the each Seller will shall sell, transferconvey, assign, convey transfer and deliver to the PurchaserBuyer, all and Buyer shall purchase and acquire from each Seller, free and clear of any Encumbrances other than Permitted Encumbrances, such Seller's right, title and interest in and to to, as applicable, the following property and assets, whether real, personal or mixed, tangible and intangible, inclusive of all assets used in the operation of the assetsBusiness, rights and properties that are owned by the Sellerincluding, wherever such assets, rights or properties are located and whether or but not such assets, rights or properties are limited to: 2.1.1 all assets reflected on the Interim Balance Sheet Schedule of Net Asset Value (the "NAV Schedule", attached as Schedule 2.1.1) except for the Excluded Assets (as defined below) and Subsequent Parcels (see Section 3.8 below) and as adjusted for assets subsequently acquired and disposed of in the ordinary course of business consistent with past practices (the assets specified in other provisions of this Section 2.1 may include assets also identified in this Section 2.1.1); 2.1.2 those parcels of real property described in Schedule 2.1.2 (collectively, the "PURCHASED ASSETSLand"), listed below in this Section 2.1which include, in each case as applicable, the same exist as of the Closing Date: Lots, together with all Improvements thereon (a) including Work-in-Process Units), and all of Seller's work in progress from related Easements, if any, and after May 1water and water rights appurtenant or related thereto, 2000including tributary, which shall include commitments for forward advertising andnon-tributary, in the aggregate, total at least $22,000 as listed on SCHEDULE 2.1(A) not non-tributary and ground water (collectively, the "WORK IN PROGRESSWater Rights") (the Land, Improvements, Easements, and Water Rights are referred to collectively herein as the "Real Property"), except for Real Property that is sold prior to Closing in the ordinary course of business and the Subsequent Parcels; (b) 2.1.3 all contractssupplies, agreementsconstruction materials and equipment, letter contractssales offices, purchase ordersfixtures, delivery ordersfurnishings and equipment, task ordersmodel home contents, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals and commitments to which the Seller is a party, including those listed on SCHEDULE 4.11 and including any confidentiality agreements between the Seller marketing materials and any prospective purchaser other personal property owned by such Seller in connection with the development, construction, sale or marketing of all residential units on, or any portion of the Seller's stock ownership of, the Real Property or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller portions thereof (collectively, the "CONTRACTSTangible Personal Property"); (c) all machinery, equipment, computers and computer hardware, spare parts, furniture and fixtures 2.1.4 the interests owned by the Seller, and all of the interest of the such Seller in Contracts for the machinery and equipment used sale by it of Lots or held Land or for use the sale by it of residential units constructed or to be constructed on the Seller under the Equipment Leases; (d) all patents, patent disclosures, trademarks, service marks, trade dress, logos, trade names, domain names, copyrights and mask works, and all registrations, applications and associated good will for each of the foregoing, owned by the Seller, including those listed on SCHEDULE 4.15, and all computer software (including source and object codes), computer programs, computer data bases and related documentation and materials, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", and other intellectual property rights (in whatever form or medium) owned by the Seller Lots (collectively, the "INTELLECTUAL PROPERTYSale Contracts"), PROVIDEDincluding BOYL Contracts, HOWEVERSale Contracts between any Sellers and any Shared Services Affiliates (identified on Schedule 4.26) for real property owned by any Shared Services Affiliate, and the xxxxxxx money or option deposits provided to such Seller by the respective purchasers thereof (collectively, the "Sale Deposits"); 2.1.5 the interests owned by such Seller in all Contracts between a Seller and any subcontractors, laborers, material suppliers and engineering, design and other consultants, service providers, with respect to work on the Real Property whether the work performed or to be performed under such Contract is onsite, offsite, direct or indirect, other than those listed as Excluded Assets on Schedule 2.2 (collectively, the "Subcontracts"); 2.1.6 each of the model homes listed by street address, plat and lot number on Schedule 2.1.6 (the "Model Homes"), including all furniture, fixtures, equipment and any other personal property owned by a Seller relating thereto; 2.1.7 the interests owned by such Seller in all contracts to acquire the real property listed on Schedule 2.1.7, including between Affiliates of the Sellers and a Seller, including any and all deposits made thereunder (the "Acquisition Contracts"); 2.1.8 the interests owned by such Seller in Contracts and leases, including surface use agreements and any billboard or similar advertising leases, and/or agreements listed on Schedule 2.1.8 (the "Other Contracts"); 2.1.9 all of the following insofar as they relate to any Real Property and are owned by any Seller and subject to Section 7.5 below: (a) governmental permits, licenses, applications, subdivision maps, plat maps, rights under development, subdivision and other similar agreements, building permits, certificates of occupancy and other development rights, entitlements or permits; (b) utility and other permits and deposits, commitments of utility capacity, other Contracts and rights with respect to utility capacity or development of utilities, and title to any installed or constructed utilities; (c) prepaid expenses, fees and deposits, and the right to any refunds thereunder; (d) sewer and other utility taps and drainage rights, and prepaid facilities, water resource, system development fees and other prepaid fees associated with the development and/or construction of any improvements within or on real property; (e) warranties and guaranties; (f) rights with respect to Special Districts, directors lots with respect to Special Districts, interests owned by any Seller in any Contract with any Special District, and other reimbursements and receivables from any Special District that are payable or may become payable to any Seller; (g) any rights of such Seller or any third party with respect to the person(sReal Property in any application or other matter submitted to any Governmental Body having jurisdiction over the subject matter thereof and all rights to the process relating to such applications; and (h) responsible for creating any other benefits or rights that inure to the benefit of or with respect to any Real Property (collectively, the "Entitlements"); 2.1.10 to the extent owned by a Seller and subject to Section 7.5 below, all engineering, geotechnical, soils, environmental, architectural, home design, landscaping, drainage, grading, natural resources, archeological and other plans, specifications and reports relating to the Real Property (collectively, the "Plans and Specifications"); 2.1.11 to the extent owned by a Seller and subject to Section 7.5 below, all signage and advertising materials (in any form, format or media, including electronic or Internet-based) and rights, including all of the right, title and interest of such Seller in and to any trademarks, d/b/a's or trade names (including but not limited to the names MHI, XxXxxxx Homebuilders, Pioneer Homes, Plantation Homes, Wilshire Homes, Coventry Homes, Gatehouse Properties and Carmel Builders), the names of the Sale Communities to the extent owned by or licensed to a Seller, all telephone and telecopy numbers, and all marketing names and logos, Internet websites, and domain names and web addresses associated with the Sale Communities or any other Intellectual Property Rights now used in connection with the development, marketing and sale of the Real Property (collectively, "Marketing IP"), together with all mailing lists, customer lists, sales leads or traffic lists, telecommunication systems, computer software, computer software licenses, maintenance agreements (which licenses and maintenance agreements shall constitute Other Contracts), and sales brochures, all telephone and telecopy numbers, and all marketing names and logos, Internet websites, and domain names and web addresses associated with the Sale Communities (collectively, the "Marketing Property" including the Marketing IP); 2.1.12 all fidelity bonds, including payment and performance bonds, maintenance bonds, labor and material bonds and other bonds, letters of credit and subdivision improvement guaranties relating to the Real Property (the "Bonds"); 2.1.13 except to the extent that any of the foregoing worksfollowing constitute Excluded Assets, all claims, warranties, indemnities and similar rights, including Xxxxxx and/or any Seller Employeessubrogation rights relating to the Subcontracts, may claim credit for creating such works on their resume insofar as they relate to the Real Property or in their portfoliothe Assumed Liabilities (collectively, the "Claims"); (e) 2.1.14 except to the extent legally assignablethat any of the following constitute Excluded Assets, all Permits held by of the Sellerbooks, instruments, papers, and records that relate directly to the Purchased Assets of the Sellers, whether in written form or another storage media, including: (i) accounting and financial records, (ii) property records and reports, (iii) customer, subcontractor, and supplier lists, (iv) environmental records and reports, (v) personnel and labor relations records, and (vi) property, sales or transfer tax records and returns, provided that such books instruments, papers and records shall exclude any documents relating to the Excluded Assets, the Governing Documents of the Sellers, and the income tax records and returns of the Sellers (collectively, the "Books and Records"); 2.1.15 except to the extent that any of the following constitute Excluded Assets, any other property whatsoever that relates to or is used in connection with the Real Property, including trade secrets, confidential information, other Intellectual Property Rights, intangible property and intangible property rights (f"Other Property"); 2.1.16 all ownership interest in Builder Homesite, Inc. ("BHI"); 2.1.17 the 60% membership interests owned by MHI Partnership, Ltd. in WKMM, LLC and the 49% membership interest owned by Xxxxx XxXxxxx in Millennium Title of Texas, L.C. (collectively "MHI Title Company"), it being understood that the parties shall use good faith efforts to agree on the specific structure of the acquisition of the assets (or acquisition of the membership interests in) all claimsof the MHI Title Company including, deposits without limitation the purchase price for the MHI Title Company (the "Title Company Purchase Price"), prior to the expiration of the Inspection Period; 2.1.18 the 75% limited partnership interest owned by Land Investment Management Corp. in FC Lending, Ltd. and the 65% limited partnership interest owned by XxXxxxx 2007 Partnership, LLP in Cornerstone Mortgage Partners of Texas, LP (collectively "MHI Mortgage Company"), it being understood that the parties shall use good faith efforts to agree on the specific structure of the acquisition of the assets (or acquisition of the ownership interest in) of the MHI Mortgage Company including, without limitation, deposits held by the landlord pursuant purchase price for the MHI Mortgage Company (the "Mortgage Company Purchase Price" and collectively with the Title Company Purchase Price the "MHI Entities Purchase Price"), prior to the lease for expiration of the Leased Inspection Period; 2.1.19 all goodwill of the Business. The Real Property, the Tangible Personal Property, the Sale Contracts (as defined in Section 2.1.4), prepaymentsthe Sale Deposits, prepaid assetsthe Subcontracts, causes of actionthe Entitlements, rights of recoverythe Plans and Specifications, rights of set offthe Marketing Property, rights of recoupment the Claims, the Books and attorney-clientRecords, work product the Model Homes, the Other Property and other legal privileges (the goodwill are collectively referred to in this Agreement as the extent relating "Property." The Sale Contracts, the Subcontracts, the Acquisition Contracts, the Bonds, the BOYL Contracts and the Other Contracts are collectively referred to any of in this Agreement as the Purchased Assets or "Assumed Liabilities) of Contracts." The Property and Assumed Contracts are collectively referred to in this Agreement as the Seller, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the "Purchased Assets; (g) all books, records, ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports and other printed or written materials used or held for use by the Seller; (h) the real property leased by the Seller pursuant to the lease agreement set forth on SCHEDULE 4.11 to this Agreement and, to the extent covered by the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectively, the ."LEASED REAL PROPERTY"); (i) cash of the Seller (including for this purpose all collected funds received in bank accounts owned by the Seller through 12:01 A.M., Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00); (j) prepayments made by Seller for items set forth on SCHEDULE 2.1(J) to this Agreement; and (k) the extranet currently under development by Aztec Consulting.

Purchase and Sale of Purchased Assets. Subject Upon the terms and subject to the provisions conditions of Sections 2.2 and 6.2this Agreement, at the Closing the Purchaser will Buyer hereby agrees to purchase from the Seller, and the Seller will hereby agrees to sell, convey, transfer, assign, convey assign and deliver to the PurchaserBuyer, free and clear of all Liens, all of the Seller’s right, title and interest in in, to and to under all of the assets, rights and properties that are owned by assets of the SellerSeller other than the Excluded Assets (the “Purchased Assets”), wherever such assetslocated, rights whether real, personal or properties are located and whether mixed, tangible or not such assetsintangible, rights or properties are reflected on the Interim Balance Sheet (collectively, the "PURCHASED ASSETS"), listed below in this Section 2.1, in each case as the same shall exist as of the Closing DateClosing, including the following assets and properties: (a) all cash and Cash Equivalents of Seller's work in progress from and after May 1, 2000, which shall include commitments for forward advertising and, in the aggregate, total at least $22,000 as listed on SCHEDULE 2.1(A) (collectively, Seller other than the "WORK IN PROGRESS")Retained Cash; (b) all contracts, agreements, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals and commitments to which the Seller is a party, including those Seller’s interests in the real property leases listed on SCHEDULE 4.11 Annex 2.1(a) (the “Leased Real Property”) together with all buildings, structures, installations, fixtures, trade fixtures, building equipment and including any confidentiality agreements between the Seller and any prospective purchaser of all or any portion of the Seller's stock or assets, all unfilled orders for the purchase of goods or services other improvements owned by the Seller and all unfilled orders for located on or attached to the sale of goods or services by the Seller (collectively, the "CONTRACTS")Leased Real Property; (c) all machineryinventory, equipment, computers and computer hardwarematerials, spare parts, furniture service parts, finished goods, supplies, packaging materials, work in progress and fixtures owned by the Seller, and all of the interest other inventories of the Seller in the machinery and equipment used or held for use by the Seller under the Equipment Leases(“Inventory”); (d) all patents, patent disclosures, trademarks, service marks, trade dress, logos, trade names, domain names, copyrights fixed assets and mask works, and all registrations, applications and associated good will for each of the foregoing, tangible personal property owned by the Seller, including those listed on SCHEDULE 4.15all furniture, and all computer software (including source and object codes)fixtures, machinery, equipment, supplies, computer programs, computer data bases hardware and related documentation and materials, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", software and other intellectual tangible personal property rights (used in whatever form or medium) owned by related to the Seller Business (collectively, the "INTELLECTUAL PROPERTY"“Tangible Personal Property”), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio; (e) all Seller Owned Intellectual Property and goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against past, present and future infringements thereof, and rights to protection of past, present and future interests therein under the extent legally assignablelaws of all jurisdictions, all Permits held by including the SellerRegistered Intellectual Property listed on Section 4.14(a) of the Disclosure Schedule; (f) all of the Seller’s agreements and Contracts and its rights thereunder, except to the extent such agreements or Contracts are an Excluded Asset; (g) all of the Seller’s accounts, billed and unbilled receivables and other amounts due to the Seller from third-party payors; (h) all of the Seller’s claims, deposits (including, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepaymentsdeposits, prepaid assetsexpenses, advance payments, causes of action, choses in action, rights of recovery, rights of set off, set-off and rights of recoupment and attorney-clientrecoupment, work product and other legal privileges (except to the extent relating to in respect of any of the Purchased Assets or Assumed LiabilitiesExcluded Asset; (i) all of the Seller’s rights under warranties, including indemnities and all similar rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract against third parties to the extent such rights relate related to any Assumed Liability or any casualty affecting any of the Purchased Assets; (gj) all of the Seller’s franchises, approvals, permits, licenses, orders, registrations, certificates, variances and similar rights obtained from a Governmental Authority, including those listed on Section 4.22(b) of the Disclosure Schedule, to the extent transferable; (k) all of the Seller’s books, records, ledgers, files, documents, correspondence, supplier lists, platscustomer lists, drawingscustomer files and records, business forms, creative materials, advertising and promotional materials, studies, reports materials and other printed or written materials used or held for use by associated with the SellerBusiness; (hl) all of the Seller’s goodwill associated with the Purchased Assets; (m) the real property leased by the Seller pursuant Plans and all of Seller’s rights in and with respect to the lease agreement set forth on SCHEDULE 4.11 to this Agreement andassets associated with the Plans, except to the extent covered by the lease relating to that such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectively, the "LEASED REAL PROPERTY"); (i) cash of the Seller (including for this purpose all collected funds received in bank accounts owned by the Seller through 12:01 A.M., Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00); (j) prepayments made by Seller for items set forth on SCHEDULE 2.1(J) to this AgreementPlans are Excluded Assets; and (kn) all rights to applicable claims and proceeds with respect to the extranet currently Purchased Assets or the Assumed Liabilities under development by Aztec Consultingany of the Seller’s insurance policies.

Purchase and Sale of Purchased Assets. Subject On the terms and subject to the provisions of Sections 2.2 and 6.2conditions hereof, at the Closing the Purchaser will purchase from the Seller(as defined below), except as set forth in Section 1.2 and the Section 1.3, Seller will shall sell, assign, transfer, assign, convey and deliver to the PurchaserBuyer, in each case free and clear of all Liens (as defined below) other than Permitted Liens (as defined below), and Buyer shall purchase and acquire from Seller, all right, title and interest of Seller in and to all of the assets, properties and rights of Seller, real and properties personal, tangible and intangible, that are owned by exclusively or primarily used or exclusively or primarily held for use in the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on Business (as defined below) (the Interim Balance Sheet (collectively, the "PURCHASED ASSETS"“Purchased Assets”), listed below in this Section 2.1, in each case as including the same exist as of the Closing Datefollowing: (a) all of Seller's work in progress from licenses, permits and after May 1other authorizations issued to the FCC Licensee by the FCC with respect to the Stations (the “FCC Licenses”), 2000and all licenses, which shall include commitments for forward advertising andpermits and authorizations issued by any Governmental Entity (as defined below) other than the FCC applicable to the Business, in including those described on Schedule 1.1(a), and including any applications therefor and renewals or modifications thereof between the aggregate, total at least $22,000 as listed on SCHEDULE 2.1(A) (collectively, the "WORK IN PROGRESS")date hereof and Closing; (b) all contractsof Seller’s equipment, agreementstransmitters, letter contractsantennas, purchase orderscables, delivery orderstowers, task ordersvehicles, teaming agreementsfurniture, leasesfixtures, licensesservers, instrumentstraffic systems, guarantiesgraphic systems, bidsaudio boards, proposals switchers, back-up generators, radar systems, microwaves, transponders, relays, motor vehicles, computers, computer hardware and commitments to which peripherals, office equipment, production and news operation equipment, inventory, spare parts and other tangible personal property of every kind and description that are exclusively or primarily used or exclusively or primarily held for use in the Seller is a partyBusiness, in each case, including those listed on SCHEDULE 4.11 and including Schedule 1.1(b), except for any confidentiality agreements retirements or dispositions thereof made between the Seller date hereof and any prospective purchaser of all or any portion of Closing in accordance with Article 4 (the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller (collectively, the "CONTRACTS"“Tangible Personal Property”); (c) all machinery, equipment, computers and computer hardware, spare parts, furniture and fixtures of the real property interests (i) owned by Seller (the Seller“Owned Real Property”), and all of or (ii) leased, subleased, licensed or otherwise occupied by Seller (the interest of the Seller “Real Property Leases”) (in the machinery case of both (i) and equipment (ii) above, including any appurtenant easements, building, structures, fixtures and other Improvements located thereon), that is exclusively or primarily used or exclusively or primarily held for use by in the Seller under Business, including the Equipment Leasesreal property listed on Schedules 1.1(c)(i) and (ii), respectively, (the “Real Property”); (d) all patentsagreements (whether written or oral) for the sale of advertising time and all other contracts, patent disclosuresagreements, trademarksleases and licenses, service marksincluding any employment and severance agreements with Employees (as defined below) or Collective Bargaining Agreements (as defined below) or website development and hosting agreements and agreements for accounts with Twitter, trade dressFacebook or other social media companies (including agreements for social media identifications, logos, trade names, domain names, copyrights and mask worksadministrator rights, and all registrationstags on Facebook and Twitter accounts), applications and associated good will in each case, exclusively or primarily used or exclusively or primarily held for each of use in the foregoing, owned by the SellerBusiness, including those listed on SCHEDULE 4.15, and all computer software (including source and object codesSchedule 1.1(d), computer programstogether with all contracts, computer data bases agreements, leases and related documentation licenses made between the date hereof and materialsthe Closing in accordance with Article 4 (the “Purchased Contracts”); provided that, datawith respect to employment agreements and severance agreements with Employees and Collective Bargaining Agreements, documentationsubject to Section 5.6, Buyer shall only assume such contracts set forth on Schedule 1.1(d) as in effect on the date hereof or entered into prior to the Closing in accordance with the terms hereof, including Section 4.1; (e) all of Seller’s rights in any Intellectual Property (as defined below) exclusively or primarily used or exclusively or primarily held for use in the Business but, for the avoidance of doubt, excluding any Intellectual Property exclusively or primarily used in connection with any station or business unit of Seller that is not a Station or a part of the Business (the “Other Seller Stations”), in each case together with all goodwill associated therewith, including all Intellectual Property listed on Schedule 1.1(e) (the “Intangible Property”). For purposes of this Agreement, “Intellectual Property” means all call letters, trademarks, trade names, service marks, designs, trade names, patents, inventions, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and processes, methods, techniques, research and development informationInternet domain names, drawingswebsites, designsweb content, plansdatabases, proposals and technical software or applications (including user-applications, source code, executable code, systems, tools, data, financial, marketing firmware and business data, and pricing and cost informationrelated documentation), and the name "Chili Pepper", copyrights and other intellectual property rights (in whatever form or medium) owned by the Seller (collectivelyworks of authorship, the "INTELLECTUAL PROPERTY")programs and programming material, PROVIDEDjingles, HOWEVERslogans, that the person(s) responsible for creating any of the foregoing workslogos, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio; (e) to the extent legally assignablecontent, all Permits held by the Seller; (f) all claimsapplications, deposits (including, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepayments, prepaid assets, causes of action, rights of recovery, rights of set off, rights of recoupment registrations and attorney-client, work product and other legal privileges (to the extent renewals relating to any of the Purchased Assets foregoing, any other intellectual property rights or Assumed Liabilities) proprietary rights in or arising from any of the Sellerforegoing, and in all tangible embodiments of the foregoing, including all licenses, sublicenses and other rights of the Seller under any propertygranted and obtained with respect thereto, casualtyand rights thereunder, workers' compensation including rights to collect royalties, products and proceeds, rights to sxx and bring other claims and seek remedies against past, present and future infringements or misappropriations thereof or other insurance policy conflicts therewith, rights to recover damages or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assets; (g) all bookslost profits in connection therewith, records, ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports and other printed or written materials used or held for use by the Seller; (h) the real property leased by the Seller pursuant rights to the lease agreement set forth on SCHEDULE 4.11 to this Agreement and, to the extent covered by the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectively, the "LEASED REAL PROPERTY"); (i) cash of the Seller recover damages (including for this purpose attorneys’ fees and expenses) or lost profits in connection therewith, and otherwise to seek protection or enforcement of interests therein under the Laws of all collected funds received in bank accounts owned by the Seller through 12:01 A.M., Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00)jurisdictions; (j) prepayments made by Seller for items set forth on SCHEDULE 2.1(J) to this Agreement; and (k) the extranet currently under development by Aztec Consulting.

Purchase and Sale of Purchased Assets. Subject to the provisions terms and conditions of Sections 2.2 and 6.2this Agreement, at the Closing the Purchaser will purchase from the Sellereach Seller shall, and the MSC agrees to cause each Seller will to, sell, transfer, assign, convey and deliver transfer to the PurchaserBuyer, and the Buyer agrees to purchase from the Sellers, at the Closing, all of such Seller's right, title and interest in and to all the assets used in, or constituting a part of, Sellers' businesses, wherever located, free and clear of any Encumbrances and Indebtedness (other than Permitted Encumbrances and the Assumed Liabilities), including the following assets, rights and properties that are owned by but excluding the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on the Interim Balance Sheet Excluded Assets (collectively, the "PURCHASED ASSETSPurchased Assets"), listed below in this Section 2.1, in each case as the same exist as of the Closing Date:): (a) all assets set forth in Schedule 5.1(a), including the Purchased IP Assets listed in Section 3.12(a) of Seller's work in progress from and after May 1, 2000, which shall include commitments for forward advertising and, in the aggregate, total at least $22,000 as listed on SCHEDULE 2.1(A) (collectively, the "WORK IN PROGRESS")Disclosure Schedule; (b) except for those Contracts listed on Schedule 5.1(b) (the "Excluded Contracts"), all contracts, agreements, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals of each Seller's rights and commitments interests arising under or in connection with any Contracts to which the such Seller is a partyparty and which relates to such Seller's business and all other agreements relating to such Seller's business, including those listed on SCHEDULE 4.11 all supply contracts related to raw materials, energy and including any confidentiality agreements between the Seller and any prospective purchaser of all or any portion of the Seller's stock or assets, all unfilled orders other deliverables necessary for the purchase operation of goods businesses of Sellers listed in Schedule 5.1(a) or services entered into after April 29, 2002 if approved in writing by the Seller and all unfilled orders for the sale of goods or services by the Seller Buyer (collectively, the "CONTRACTSAssumed Contracts"); (c) all machinery, equipment, computers except for those book and computer hardware, spare parts, furniture and fixtures owned by the Seller, and all of the interest of the Seller records set forth in the machinery and equipment used or held for use by the Seller under the Equipment Leases; (d) all patents, patent disclosures, trademarks, service marks, trade dress, logos, trade names, domain names, copyrights and mask works, and all registrations, applications and associated good will for each of the foregoing, owned by the Seller, including those listed on SCHEDULE 4.15, and all computer software (including source and object codesSchedule 5.1(c), computer programswhich the Sellers and/or MSC shall retain and make available to the Buyer and its representatives for inspection and copying upon reasonable notice during regular business hours for the periods set forth in Schedule 5.1(c) following the Closing Date, computer data bases and related documentation and materials, all sales data, documentationcustomer lists, trade secretsall other information relating to customers, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing suppliers' names and production processes and techniques, research and development contact information, drawingsmailing lists, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", and other intellectual property rights (in whatever form or medium) owned by the Seller (collectively, the "INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio; (e) to the extent legally assignable, all Permits held by the Seller; (f) all claims, deposits (including, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepayments, prepaid assets, causes of action, rights of recovery, rights of set off, rights of recoupment and attorney-client, work product and other legal privileges (to the extent relating to any of the Purchased Assets or Assumed Liabilities) of the Seller, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assets; (g) all books, records, ledgers, files, documents, correspondence, lists, plats, architectural plans, drawings, and specifications, creative materials, advertising and promotional materials, studies, reports reports, and other printed or written materials used or held for use by the Seller; (h) the real property leased by the Seller pursuant to the lease agreement set forth on SCHEDULE 4.11 to this Agreement and, to the extent covered by the lease relating to each Seller's business (except for such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements advertising matter and other property attached thereto or located thereon (collectively, stationary using the term "LEASED REAL PROPERTYPre Finish Metals"); (id) cash of the Seller all intangible assets, including all Purchased IP Assets (including for this purpose all collected funds received in bank accounts owned by the Seller through 12:01 A.M.names "Colorstrip, Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00Inc." and "Pinole Point Steel" but excluding "MSC" and "Pre Finish Metals"); (j) prepayments made by Seller for items set forth on SCHEDULE 2.1(J) to this Agreement; and (k) the extranet currently under development by Aztec Consulting.

Purchase and Sale of Purchased Assets. Subject to the provisions terms and conditions of Sections 2.2 and 6.2this Agreement, at the Closing the Purchaser will purchase from the SellerCompany shall sell, and the Seller will sellconvey, transfer, assign, convey assign and deliver to the PurchaserPurchaser at the Closing (as hereinafter defined), all rightand the Purchaser shall purchase and accept, title and interest in and to all of the assets, rights Company's assets and properties that are owned by the Sellerof every kind, wherever nature and description as such assets, rights or assets and properties are located and whether or not such assets, rights or properties are reflected exist on the Interim Balance Sheet Closing Date, free and clear of all Liens, other than Permitted Liens, except to the extent any of such assets constitute Excluded Assets (collectively, all of such assets being referred to herein as the "PURCHASED ASSETS")) including, listed below in this Section 2.1without limitation, in each case as the same exist as following assets of the Closing DateCompany: (a) all of Sellerthe Company's work rights and interests in progress from accounts and after May 1, 2000, accounts receivable (including any collateral or security held by the Company for the payment thereof and accrued but unpaid interest thereon) which shall include commitments for forward advertising and, in remain uncollected as of the aggregate, total at least $22,000 as listed close of business on SCHEDULE 2.1(A) (collectively, the "WORK IN PROGRESS")Closing Date; (b) all contracts, agreements, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals and commitments to which the Seller is a partytangible assets, including those listed on SCHEDULE 4.11 without limitation, office and including any confidentiality agreements between the Seller other equipment, leasehold improvements, furniture and any prospective purchaser of all or any portion of the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller (collectively, the "CONTRACTS")vehicles; (c) all machineryinventories, equipmentincluding without limitation, computers finished goods, work-in-process, raw materials, processing materials, purchased parts and computer hardware, spare parts, furniture and fixtures owned by the Seller, and all of the interest of the Seller in the machinery and equipment used or held for use by the Seller under the Equipment Leasessupplies; (d) originals or duplicate copies of all financial, accounting and operating data and records, including without limitation, all books, records, notes, sales and sales promotional data, advertising materials, credit information, cost and pricing information, customer and supplier lists, business plans, projections, reference catalogs, payroll and personnel records (to the extent permitted by law) and other similar property, rights and information; (e) subject to Sections 2.7 and 2.12, all intangible assets, including, without limitation, all rights to the "Sunstar Communications" name and all derivations thereof and all patents, patent disclosurestrademarks, trademarkstrade names, service marks, trade dress, logos, trade service names, copyrights and applications therefor, brand names, domain names, copyrights franchises, licenses, royalty agreements, commercial and mask works, and all registrations, applications and associated good will for each of the foregoing, owned by the Seller, including those listed on SCHEDULE 4.15, and all computer software (including source and object codes), computer programs, computer data bases and related documentation and materials, data, documentation, technical trade secrets, confidential business information (including ideasengineering, formulasproduction and other designs, compositionsdrawings, specifications, formulae, technology, computer and electronic data processing programs and software, inventions, processes, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", confidential information and other intellectual property proprietary property, rights (in whatever form or medium) owned by the Seller and interests (collectively, the "INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio; (e) to the extent legally assignable, all Permits held by the Seller; (f) all claims, deposits (including, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepayments, prepaid assets, causes of action, rights of recovery, rights of set off, rights of recoupment and attorney-client, work product and other legal privileges (to the extent relating to any of the Purchased Assets or Assumed Liabilities) of the Seller, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assets; (g) all books, records, ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports and other printed or written materials used or held for use by the Seller; (h) the real property leased by the Seller pursuant to the lease agreement set forth on SCHEDULE 4.11 to this Agreement and, to the extent covered by the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectively, the "LEASED REAL PROPERTY"); (if) cash of the Seller subject to Sections 2.7 and 2.12, all rights under all leases, license agreements, contracts, agreements, sale orders, purchase orders, open bids and other commitments, warranties and warranty claims and awards, prepaid expenses, deposits and retentions (including for this purpose all collected funds received in bank accounts owned by the Seller through 12:01 A.M.collectively, Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00"ASSIGNED CONTRACTS"); (j) prepayments made by Seller for items set forth on SCHEDULE 2.1(J) to this Agreement; and (kg) any and all of the extranet currently under development by Aztec ConsultingCompany's rights and interest in Sunstar Communications, Inc., an Arizona corporation.

Purchase and Sale of Purchased Assets. Subject Upon the terms and subject to the provisions conditions of Sections 2.2 and 6.2this Agreement, at ------------------------------------- on the Closing Date, the Purchaser will purchase from the Seller, and the Seller will Emmis Entities shall sell, transfer, assign, convey and deliver to Buyer and the PurchaserBuyer shall purchase from the Emmis Entities, free and clear of all rightEncumbrances (except for Permitted Encumbrances), title the following assets and interest properties (excepting only the Excluded Assets) owned or held by the Emmis Entities and used principally in and to all the operation of the assets, rights and properties that are owned by the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on the Interim Balance Sheet (collectively, the "PURCHASED ASSETS"), listed below in this Section 2.1, in each case Station as the same shall exist as of on the Closing Date:Date (herein collectively referred to as the “Purchased Assets”): (a) The Emmis Denver FCC Authorizations and all of Seller's work in progress from and after May 1, 2000, which shall include commitments for forward advertising and, other assignable Governmental Permits principally used in the aggregate, total at least $22,000 as operation of the Station that are listed on SCHEDULE 2.1(A) (collectively, the "WORK IN PROGRESS"in Schedule 3.9(a);; --------------- (b) The Real Property Leases and any option, right or contract to purchase real property described in Schedule 3.10; ------------- (c) All machinery, equipment (including computers and office equipment), auxiliary and translator facilities, transmitting towers, transmitters, broadcast equipment, antennae, supplies, inventory (including all programs, records, tapes, recordings, compact discs, cassettes, spare parts and equipment), advertising and promotional materials, engineering plans, records and data, vehicles, furniture and other personal property owned by the Emmis Entities and principally used in the operation of the Station, including, without limitation, the items listed or referred to in Schedule 3.11, but excluding any such property disposed of by an Emmis Entity in compliance with this Agreement; ------------- (e) The trademarks, trade names (including the right to use the trade name “KXPK”), service marks and copyrights (and all goodwill associated therewith), registered or unregistered, owned by the Emmis Entities and used principally in the operation of the Station, and the applications for registration thereof and the patents and applications therefor and the licenses relating to any of the foregoing including, without limitation, the items listed in Schedule 3.13(a); ---------------- (f) The contracts, agreements, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, licenses, instrumentscommitments or other understandings listed or described in Schedules ---------- 3.10, guaranties3.12, bids, proposals 3.13 and commitments to which the Seller is 3.18 and not designated on such Schedule as a party, including those listed on SCHEDULE 4.11 and including any confidentiality agreements between the Seller and any prospective purchaser of all or any portion of the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller “Contract Not Assumed” (collectively, the "CONTRACTS"“Station ---- ---- ---- ---- Agreements”); (cg) all machineryAll advertising customer lists, equipmentmailing lists, computers and computer hardware, spare parts, furniture and fixtures owned by the Seller, and all of the interest of the Seller in the machinery and equipment used or held for use by the Seller under the Equipment Leases; (d) all patents, patent disclosures, trademarks, service marks, trade dress, logos, trade names, domain names, copyrights and mask works, and all registrations, applications and associated good will for each of the foregoing, owned by the Seller, including those listed on SCHEDULE 4.15, and all computer software (including source and object codes), computer programs, computer data bases and related documentation and materials, data, documentationprocesses, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", how and other intellectual property rights (proprietary or confidential information exclusively used in whatever form or medium) owned by relating to the Seller (collectively, the "INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolioBusiness; (eh) to the extent legally assignableAll rights, all Permits held by the Seller; (f) all claims, deposits (including, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepayments, prepaid assets, claims or causes of action, rights of recovery, rights of set off, rights of recoupment and attorney-client, work product and other legal privileges (to the extent relating to any action of the Purchased Assets or Assumed Liabilities) of the SellerEmmis Entities against third parties arising under warranties from manufacturers, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of vendors and others in connection with the Purchased Assets; (gi) all books, records, ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports All prepaid rentals and other printed or written materials used or held prepaid expenses (except for use prepaid insurance) arising from payments made by either Emmis Entity in the Seller; (h) ordinary course of the real property leased by operation of the Seller pursuant Business prior to the lease agreement set forth on SCHEDULE 4.11 to this Agreement and, Closing Date for goods or services to the extent covered by such goods or services are to be used in the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectively, the "LEASED REAL PROPERTY"); (i) cash operation of the Seller (including for this purpose all collected funds Station but have not been received in bank accounts owned by the Seller through 12:01 A.M., Boston, Massachusetts time, on at the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00)Date; (j) prepayments made by Seller for items set forth on SCHEDULE 2.1(JAll jingles, slogans, commercials and other promotional materials principally used in the operation of the Station; (k) All books and records (including all computer programs used primarily in connection with the operation of the Business or the Station) of the Emmis Entities relating to this Agreementthe assets, properties, business and operations of the Business or the Station including, without limitation, all files, logs, programming information and studies, technical information and engineering data, news and advertising studies or consulting reports and sales correspondence, but excluding any books and records (including computer programs) that do not relate principally to the Business or the Station; and (kl) All other assets or properties not referred to above which are reflected on the extranet currently under development Balance Sheet or acquired by Aztec Consultingeither Emmis Entity in the ordinary course of the Business after the Balance Sheet Date but prior to Closing for use principally in the operation of the Station, except (i) any such assets or properties disposed of after the Balance Sheet Date in the ordinary course of the Business and (ii) Excluded Assets.

Purchase and Sale of Purchased Assets. Subject In reliance upon the representations and warranties contained herein, and subject to the provisions terms and conditions hereof, each of Sections 2.2 and 6.2the Companies shall sell, at the Closing the Purchaser will purchase from the Seller, and the Seller will sellconvey, transfer, assign, convey assign and deliver to the PurchaserPurchaser at the Closing (as hereinafter defined), free and clear of all liens, security interests, deeds or indentures of trust, mortgages, encumbrances and restrictions, all rightof its assets and properties of every kind, title nature and interest in and to description except as otherwise provided below (all of the assets, rights and properties that are owned by the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on the Interim Balance Sheet (collectively, assets being referred to herein as the "PURCHASED ASSETS"), listed below in this Section 2.1, in each case as including without limitation the same exist as following assets of the Closing DateCompanies: (a) all of Seller's work in progress from and after May 1, 2000, which shall include commitments for forward advertising and, in the aggregate, total at least $22,000 Owned Property (as listed on SCHEDULE 2.1(A) (collectively, the "WORK IN PROGRESS"defined); (b) all contracts, agreements, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals and commitments to which the Seller is a partytangible assets, including those listed without limitation machinery and equipment, furniture, office equipment, leasehold improvements, fixtures and other improvements on SCHEDULE 4.11 and including any confidentiality agreements between the Seller and any prospective purchaser of all or any portion of the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller real estate (collectively, the "CONTRACTSIMPROVEMENTS"), and all inventories (including without limitation linens and purchased parts and supplies); (c) originals or duplicate copies of all machineryfinancial, equipmentaccounting and operating data and records, computers including without limitation all books, records, notes, sales and computer hardwaresales promotional data, spare partsadvertising materials, furniture credit information, cost and fixtures owned pricing information, customer and supplier lists, business plans, projections, reference catalogs, payroll and personnel records to the extent allowed by the Sellerlaw, and all of the interest of the Seller in the machinery other similar property, rights and equipment used or held for use by the Seller under the Equipment Leasesinformation; (d) all patents, patent disclosures, trademarks, service marks, trade dress, logos, trade names, domain names, copyrights and mask works, and all registrations, applications and associated good will for each of Company Intellectual Property (as hereinafter defined) to the foregoing, owned by the Seller, including those listed on SCHEDULE 4.15, and all computer software (including source and object codes), computer programs, computer data bases and related documentation and materials, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", and other intellectual property rights (in whatever form extent assignable or medium) owned by the Seller (collectively, the "INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio;transferable; and (e) all rights under all leases, license agreements, contracts, agreements, sale orders, purchase orders, open bids and other commitments, but only to the extent legally assignable, all Permits held they pertain to the operating contracts specifically assumed by the Seller; Purchaser under the Operations Transfer Agreement (f) all claims, deposits (including, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepayments, prepaid assets, causes of action, rights of recovery, rights of set off, rights of recoupment and attorney-client, work product and other legal privileges (to the extent relating to any of the Purchased Assets or Assumed Liabilities) of the Seller, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assets; (g) all books, records, ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports and other printed or written materials used or held for use by the Seller; (h) the real property leased by the Seller pursuant to the lease agreement set forth on SCHEDULE 4.11 to this Agreement and, to the extent covered by the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectively, the "LEASED REAL PROPERTYASSUMED OPERATING CONTRACTS"); (i) cash of the Seller (including for this purpose all collected funds received in bank accounts owned by the Seller through 12:01 A.M., Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00); (j) prepayments made by Seller for items set forth on SCHEDULE 2.1(J) to this Agreement; and (k) the extranet currently under development by Aztec Consulting.

Purchase and Sale of Purchased Assets. Subject to the provisions of Sections 2.2 terms and 6.2, at the Closing the Purchaser will purchase from the Sellerconditions set forth herein, and in reliance on the representations, warranties, covenants, and agreements of the parties contained herein, Seller will hereby agrees to sell, assign, transfer, assign, convey and deliver to the PurchaserBuyer, and Buyer hereby agrees to purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in in, to and to under all of the assets, rights properties, rights, claims and properties that are owned by the Sellerinterests of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever such assets, rights or properties are located and whether now existing or not such hereafter acquired, which relate to, or are used or held for use in connection with, the Business except for those assets, rights or properties properties, rights, claims and interests that are reflected on specifically included in the Interim Balance Sheet definition of the term “Excluded Assets” set forth in Section 2.2 (collectively, the "PURCHASED ASSETS"“Purchased Assets”), listed below in this Section 2.1including, in each case as without limitation, the same exist as of the Closing Datefollowing: (a) all inventory, raw materials, works in progress, supplies, parts and other current assets, including the inventory set forth in Section 2.1(a) of Seller's work in progress from and after May 1, 2000, which shall include commitments for forward advertising and, in the aggregate, total at least $22,000 as listed on SCHEDULE 2.1(A) (collectively, the "WORK IN PROGRESS")Disclosure Schedules; (b) all contracts, agreements, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals and commitments to which the Seller is a partyContracts of Seller, including those listed or described on SCHEDULE 4.11 and including any confidentiality agreements between the Seller and any prospective purchaser of all or any portion Section 2.1(b) of the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller Disclosure Schedules (collectively, the "CONTRACTS"“Assigned Contracts”); (c) all machinery, equipment, computers and computer hardware, spare parts, furniture and fixtures owned by the Seller, and all of the interest of the Seller in the machinery and equipment used or held for use by the Seller under the Equipment LeasesIntellectual Property Assets; (d) all patentsmachinery, patent disclosuresequipment, trademarkstools, service marksfurniture, trade dresscomputer hardware, logosfixtures, trade namesmaterials, domain namespipelines, copyrights pipeline laterals, gathering lines, flowlines, treating and mask worksprocessing systems, wellpads, tank batteries, well heads, treating equipment, compressors, power lines, casing, tubing, pumps, motors, gauges, valves, heaters, leasehold and other improvements, computing and telecommunications equipment and other items of tangible personal property owned by Seller or leased by Seller used or held for use in the operation of the Business, together with any express or implied warranty by the manufacturer, seller or lessor of any such item or component part thereof (to the extent assignable) and all registrations, applications maintenance records and associated good will for each of the foregoing, owned by the Sellerother documents relating thereto, including those listed or described on SCHEDULE 4.15, and all computer software (including source and object codes), computer programs, computer data bases and related documentation and materials, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and Section 2.1(d) of the name "Chili Pepper", and other intellectual property rights (in whatever form or medium) owned by the Seller Disclosure Schedules (collectively, the "INTELLECTUAL PROPERTY"“Equipment”), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio; (e) to the extent legally assignable, all Permits held by the SellerFacilities; (f) all claimsEasements and Permits, deposits (including Environmental Permits, including, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepayments, prepaid assets, causes of action, rights of recovery, rights of set off, rights of recoupment and attorney-client, work product and other legal privileges (to the extent relating to any of the Purchased Assets or Assumed Liabilitiesthose listed on Section 4.17(a) of the Seller, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased AssetsDisclosure Schedules; (g) all booksrights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, recordsthe Purchased Assets or the Assumed Liabilities, ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports and other printed whether arising by way of counterclaim or written materials used or held for use by the Sellerotherwise; (h) the real property leased by the Seller pursuant all advance payments, security or other deposits associated with or being held subject to the lease agreement set forth on SCHEDULE 4.11 to this Agreement and, to the extent covered by the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectively, the "LEASED REAL PROPERTY")any Assigned Contracts; (i) cash all of Seller's rights under warranties, indemnities and all similar rights against third parties to the Seller (including for this purpose all collected funds received in bank accounts owned by the Seller through 12:01 A.M., Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00)extent related to any Purchased Assets; (j) prepayments made by Seller for items set forth on SCHEDULE 2.1(J) 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 intellectual property files relating to this Agreementthe Intellectual Property Assets and the Intellectual Property Licenses (collectively, the “Books and Records”); and (k) all goodwill related to the extranet conduct of the Business and all rights to continue to use the Purchased Assets as an ongoing business. To the extent any assets, properties, rights, claims or interests, wherever located, used or held for use in connection with the Business, are currently under development owned by Aztec Consultingany Affiliate or Associate of Seller or any Member, such assets, properties, rights, claims and interests shall be included within the term “Purchased Assets” if they would have been so included had they been owned or been hereafter acquired by Seller, such Affiliate or Associate shall be deemed to be included in the term “Seller,” for this limited purpose only, and Seller shall cause each such Affiliate or Associate, to convey such Purchased Assets to Buyer, or to Seller for conveyance to Buyer, in accordance with the provisions hereof.

Purchase and Sale of Purchased Assets. Subject In reliance upon the representations and warranties contained herein, and subject to the provisions terms and conditions hereof, each of Sections 2.2 the Companies shall sell, convey, transfer, assign and 6.2, deliver to Buyer at the Closing the Purchaser will purchase from the Seller(as hereinafter defined), free and the Seller will sellclear of all liens, transfersecurity interests, assigndeeds or indentures of trust, convey mortgages, encumbrances and deliver to the Purchaserrestrictions, all rightof its assets and properties of every kind, title nature and interest in and to description except as otherwise provided below (all of the assets, rights and properties that are owned by the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on the Interim Balance Sheet (collectively, assets being referred to herein as the "PURCHASED ASSETS"), listed below in this Section 2.1, in each case as including without limitation the same exist as following assets of the Closing DateCompanies: (a) all of Seller's work in progress from and after May 1, 2000, which shall include commitments for forward advertising and, in the aggregate, total at least $22,000 Owned Real Property (as listed on SCHEDULE 2.1(A) (collectively, the "WORK IN PROGRESS"defined); (b) all contracts, agreements, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals and commitments to which the Seller is a partytangible assets, including those listed without limitation machinery and equipment, furniture, office equipment, leasehold improvements, fixtures and other improvements on SCHEDULE 4.11 and including any confidentiality agreements between the Seller and any prospective purchaser of all or any portion of the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller real estate (collectively, the "CONTRACTSIMPROVEMENTS"), and all inventories (including without limitation linens and purchased parts and supplies); (c) originals or duplicate copies of all machineryfinancial, equipmentaccounting and operating data and records, computers including without limitation all books, records, notes, sales and computer hardwaresales promotional data, spare partsadvertising materials, furniture credit information, cost and fixtures owned pricing information, customer and supplier lists, business plans, projections, reference catalogs, payroll and personnel records to the extent allowed by the Sellerlaw, and all of the interest of the Seller in the machinery other similar property, rights and equipment used or held for use by the Seller under the Equipment Leasesinformation; (d) all patents, patent disclosures, trademarks, service marks, trade dress, logos, trade names, domain names, copyrights and mask works, and all registrations, applications and associated good will for each of Company Intellectual Property (as hereinafter defined) to the foregoing, owned by the Seller, including those listed on SCHEDULE 4.15, and all computer software (including source and object codes), computer programs, computer data bases and related documentation and materials, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", and other intellectual property rights (in whatever form extent assignable or medium) owned by the Seller (collectively, the "INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio;transferable; and (e) all rights under all leases, license agreements, contracts, agreements, permits, sale orders, purchase orders, open bids and other commitments, but only to the extent legally assignable, all Permits held by the Seller; (f) all claims, deposits (including, without limitation, deposits held by the landlord pursuant they pertain to the lease for operating contracts specifically assumed by Buyer under the Leased Real Property), prepayments, prepaid assets, causes of action, rights of recovery, rights of set off, rights of recoupment and attorney-client, work product and other legal privileges Operations Transfer Agreement (to the extent relating to any of the Purchased Assets or Assumed Liabilities) of the Seller, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assets; (g) all books, records, ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports and other printed or written materials used or held for use by the Seller; (h) the real property leased by the Seller pursuant to the lease agreement set forth on SCHEDULE 4.11 to this Agreement and, to the extent covered by the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectively, the "LEASED REAL PROPERTYASSUMED OPERATING CONTRACTS"); (i) cash of the Seller (including for this purpose all collected funds received in bank accounts owned by the Seller through 12:01 A.M., Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00); (j) prepayments made by Seller for items set forth on SCHEDULE 2.1(J) to this Agreement; and (k) the extranet currently under development by Aztec Consulting.

Purchase and Sale of Purchased Assets. Subject On the terms and subject to the provisions conditions of Sections 2.2 and 6.2this Agreement, at the Closing the Purchaser will Closing, ETHI shall (and shall cause certain of its applicable Affiliates to) sell, transfer and convey to Buyer, and Buyer shall purchase from the SellerETHI (and/or certain of its Affiliates), free and the Seller will sell, transfer, assign, convey and deliver to the Purchaserclear of all Encumbrances other than Permitted Encumbrances, all of ETHI’s (and/or its Affiliates’) right, title and interest in, to and under the following assets, properties and rights to the extent existing at the Closing Date (collectively, the “Purchased Assets”) together with all rights and obligations of any nature which are now or which may at any time prior to the Closing become attached to the Purchased Assets or accrue in and respect of them: (i) all accounts or notes receivable of ETHI exclusively related to all or arising out of the assetsoperation of the Business; (ii) all inventory, rights finished goods, raw materials, work in progress, packaging, supplies, parts and properties other inventories related to or arising out of (a) the operation of the Business, or (b) the Transferring Products (“Inventory”); (iii) all Contracts set forth on Section 1.1(b)(iii) of the Disclosure Schedule, including the Intellectual Property Agreements (collectively, the “Assigned Contracts”); (iv) the Product Registrations, which shall transfer as further set out in the Transition Services Agreement, and Regulatory Documents; (v) all Intellectual Property Rights that are owned by ETHI or its Affiliates and used in connection with the SellerBusiness with the exception of (A) any and all (1) trademarks, wherever such assets(2) trade dress, rights (3) service marks, (4) trade names, (5) business names, (6) designs logos, slogans, internet domain names, and (7) other indicia of source or properties are located and whether or not such assets, rights or properties are reflected on the Interim Balance Sheet (collectively, the "PURCHASED ASSETS"), listed below in this Section 2.1, origin in each case as ((1) to (7)) that are not used primarily in the same exist as conduct of the Closing Date: Business, together with all translations, adaptations, derivations, and combinations thereof, all applications, registrations, and renewals in connection therewith and the rights related thereto, and (aB) any and all Intellectual Property Rights that are used by Sellers in the provision of general administrative and corporate services (including legal and human resources), financial and accounting services, and information technology and other support services and functions to the Business, including IT systems and infrastructure (the “Intellectual Property Assets”), provided that notwithstanding anything to the contrary herein the Intellectual Property Assets include the Business Registered IP set out on Section 2.12(a) of the Disclosure Schedule; (vi) all of Seller's work in progress from and after May 1furniture, 2000, which shall include commitments for forward advertising and, in the aggregate, total at least $22,000 as listed on SCHEDULE 2.1(A) (collectively, the "WORK IN PROGRESS"); (b) all contracts, agreements, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals and commitments to which the Seller is a party, including those listed on SCHEDULE 4.11 and including any confidentiality agreements between the Seller and any prospective purchaser of all or any portion of the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller (collectively, the "CONTRACTS"); (c) all machineryfixtures, equipment, computers supplies and computer hardware, spare parts, furniture and fixtures owned by the Seller, and all other tangible personal property of the interest Business listed on Section 1.1(b)(vi) of the Seller in the machinery and equipment used or held for use by the Seller under the Equipment Leases; Disclosure Schedule; (dvii) all patents, patent disclosures, trademarks, service marks, trade dress, logos, trade names, domain names, copyrights and mask works, and all registrations, applications and associated good will for each of the foregoing, owned by the Seller, including those listed on SCHEDULE 4.15, and all computer software (including source and object codes), computer programs, computer data bases and related documentation and materials, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", and other intellectual property rights (in whatever form or medium) owned by the Seller (collectively, the "INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio; (e) to the extent legally assignable, all Permits held by the Seller; (f) all claims, deposits (including, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property); (viii) all Governmental Authorizations held by ETHI or its Affiliate(s) for use in connection with the Business, prepayments, prepaid assets, causes of action, rights of recovery, rights of set off, rights of recoupment and attorney-client, work product and other legal privileges (to including the extent relating to any of the Purchased Assets or Assumed LiabilitiesGovernmental Authorizations listed on Section 1.1(b)(viii) of the Seller, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased AssetsDisclosure Schedule; (g) all books, records, ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports and other printed or written materials used or held for use by the Seller; (h) the real property leased by the Seller pursuant to the lease agreement set forth on SCHEDULE 4.11 to this Agreement and, to the extent covered by the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectively, the "LEASED REAL PROPERTY"); (i) cash of the Seller (including for this purpose all collected funds received in bank accounts owned by the Seller through 12:01 A.M., Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00); (j) prepayments made by Seller for items set forth on SCHEDULE 2.1(J) to this Agreement; and (k) the extranet currently under development by Aztec Consulting.

Purchase and Sale of Purchased Assets. Subject to the provisions terms and conditions of Sections 2.2 and 6.2this Agreement, at except for the Excluded Assets, on the Closing the Purchaser will purchase from the SellerDate, and the Seller will shall sell, assign, transfer, assignconvey, convey and deliver to the PurchaserBuyer, and Buyer shall purchase from Seller, all of Seller's right, title and interest in and to all of the assetsfollowing property, rights undertakings and properties that are owned by assets needed to operate the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on the Interim Balance Sheet Business (collectively, the "PURCHASED ASSETSPurchased Assets"), listed below in this Section 2.1free and clear of all Encumbrances, in each case as the same exist as of the Closing Dateother than Permitted Encumbrances: (aA) all the customer contracts, whether written or oral, to which Seller is a party that are listed in Section 1(A) of Seller's work in progress from and after May 1, 2000, which shall include commitments for forward advertising and, in the aggregate, total at least $22,000 as listed on SCHEDULE 2.1(A) Disclosure Schedule (collectively, the "WORK IN PROGRESSCustomer Contracts"); (bB) all the supplier, subcontractor and vendor contracts, agreementswhether written or oral, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals and commitments to which the Seller is a party, including those party that are listed on SCHEDULE 4.11 and including any confidentiality agreements between the Seller and any prospective purchaser of all or any portion in Section 1(B) of the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller Disclosure Schedule (collectively, the "CONTRACTSVendor Contracts"); (cC) the third party commercial computer software and related maintenance contracts, to which Seller is a party that are listed in Section 1(C) of the Disclosure Schedule (the "Third Party Licenses"); (D) all inventory, which shall consist of new and used, both in and out of service, inventory held for rental and sale, including, but not limited to, all inventory currently being held to supply Seller's contractual commitments, and all other similar rental items or other items of inventory that are listed in Section 1(D) of the Disclosure Schedule (the "Inventory"), together with any express or implied warranty by the manufacturer or seller of any item or component part thereof; (E) the lease of Seller's head office premises located at 4700 de la Savane, Montreal, Quebec, xxx xxxxx xx Seller's assembly and warehousing facilities located at 651 Route 3 and 661 Route 3, Unit D, Xxxxxxxxxgh, Nxx Xxxx xxx xxx xxxxxx xxxxxxxxxx xx xxx xervice hubs identified in Section 1(E) of the Disclosure Schedule (the "Transferred Leases"), including any fixtures thereon and leasehold improvements thereto; (F) any contracts (including any solicitation or outstanding offers for contract), whether oral or written, other than the Customer Contracts, the Vendor Contracts, the Third Party Licenses and the Transferred Leases, to which Seller is a party that are listed in Section 1(F) of the Disclosure Schedule (the Customer Contracts, Vendor Contracts, Transferred Leases, Third Party Licenses and Contracts listed in Section 1(F) of the Disclosure Schedule are sometimes referred to collectively as the "Contracts" and individually as a "Contract"); (G) the licenses, permits, certificates, approvals, exemptions, franchises, registrations, variances, accreditations or authorizations that are listed in Section 1(G) of the Disclosure Schedule (the "Permits"); (H) the Intellectual Property; (I) the machinery, equipment, computers furniture, fixtures, furnishings, office equipment, accessories, vehicles, servers, network and computer hardwaretelecommunications equipment, spare partspersonal computers, furniture notebook computers, workstations, printers, facsimile machines and fixtures owned other equipment needed to operate the Business as currently operated by Seller that are listed in Section 1(I) of the SellerDisclosure Schedule, and all assembly plant tools, together with the supplies, tools, and office equipment dedicated to or used by any Eligible Employee (regardless of whether such Eligible Employee accepts Buyer's offer of employment pursuant to Section 9(B)) and owned or leased by Seller, such as cellular phones, pagers and calculators used by each of them to operate the interest of Business (the Seller in the machinery and equipment used or held for use by the Seller under the Equipment Leases"Equipment"); (dJ) all patentsthe telephone numbers, patent disclosures, trademarks, service marks, trade dress, logos, trade names, domain names, copyrights fax numbers and mask works, and all registrations, applications and associated good will for each uniform or universal resource locators that are listed in Section 1(J) of the foregoing, owned by the Seller, including those listed on SCHEDULE 4.15, and all computer software Disclosure Schedule (including source and object codes), computer programs, computer data bases and related documentation and materials, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", and other intellectual property rights (in whatever form or medium) owned by the Seller (collectively, the "INTELLECTUAL PROPERTYTelephone, Fax and E-mail"), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio; (eK) to all accounts, notes or other receivables of Seller generated in connection with the extent legally assignableBusiness, all Permits held by existing as of the SellerClosing Date that are listed in Section 1(K) of the Disclosure Schedule (the "Accounts Receivable"); (fL) all claims, deposits and pre-paid expenses of Seller in connection with the Business existing on the Closing Date that are listed in Section 1(L) of the Disclosure Schedule; (M) all books and records relating exclusively to the Business (other than Seller's Tax returns and Seller's organizational books and records) including, without limitation, deposits held by the landlord pursuant lists of customers, vendors and suppliers, records with respect to the lease for the Leased Real Property)pricing, prepaymentsvolume, prepaid assetsbilling and payment history, causes of actioncost, rights of recoveryinventory, rights of set offmachinery and equipment, rights of recoupment mailing lists, distribution lists, sales, purchasing and attorney-clientmaterials, work product technical processes, production and testing techniques and procedures, marketing research, design and manufacturing drawings and specifications and other legal privileges engineering data, promotional literature, training, operations, equipment and other manuals, quotation, correspondence, and other miscellaneous information, including any such records which are maintained on computer; (N) all service manuals needed to operate the extent relating to any of Business as currently operated by Seller and the Purchased Assets or Assumed Liabilitiesdatabases and knowledge bases, in their current forms, listed in Section 1(N) of the Disclosure Schedule needed to operate the Business as curently operated by Seller; and (O) all other assets of every kind owned by Seller and needed to operate the Business, including all rights whether or not similar to the items specifically set forth, except for the Excluded Assets. With respect to the Customer Contracts and Vendor Contracts, the parties agree that only the contracts listed in Sections 1(A) and 1(B) of the Seller Disclosure Schedule shall be transferred to Buyer under any property, casualty, workers' compensation or other insurance policy or this Agreement; provided that if after the Closing Buyer discovers a contract related insurance services contract to the extent such rights relate Business which Buyer determines is needed to any Assumed Liability or any casualty affecting any of operate the Business as currently operated and should have been included in the Purchased Assets; (g) , Seller will cooperate with Buyer to transfer such contract to Buyer. With respect to all booksother Purchased Assets, records, ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports and other printed or written materials used or held for use by although the Seller; (h) the real property leased by the Seller pursuant to the lease agreement set forth on SCHEDULE 4.11 Schedules to this Agreement andare intended to be complete, to the extent covered any rights or assets of Seller are needed to operate the Business as currently operated by Seller, but are not properly itemized or do not appear on the lease relating applicable Schedules where required, then, subject to Section 18, unless such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto rights or located thereon (collectivelyassets are Excluded Assets, the "LEASED REAL PROPERTY"); (i) cash general language of the Seller (including for this purpose all collected funds received in bank accounts owned by the Seller through 12:01 A.M., Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00); (j) prepayments made by Seller for items set forth on SCHEDULE 2.1(J) Section 1 shall govern and such rights and assets shall nonetheless be deemed transferred to this Agreement; and (k) the extranet currently under development by Aztec ConsultingBuyer at Closing.

Purchase and Sale of Purchased Assets. Subject Upon the terms and subject to the provisions conditions of Sections 2.2 and 6.2this Agreement, at on the Closing Date, the Purchaser will purchase from the Seller, and the Seller will Equity Entities shall sell, transfer, assign, convey convey, and deliver to Buyer, and Buyer shall purchase from the PurchaserEquity Entities, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the Equity Entities’ right, title and interest in, to and under the assets, properties, and business (excepting only the Excluded Assets) of every kind and description, wherever located (except for those assets and properties located on the date of this Agreement in the master control facilities in Little Rock, Arkansas), real, personal or mixed, tangible or intangible, used, held for use, or otherwise relating to the Stations or the business of the Stations (the “Business”) (herein collectively referred to as the “Purchased Assets”), including, without limitation, all right, title and interest in and to all of the assetsEquity Entities in, rights to and properties that are owned by the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on the Interim Balance Sheet (collectively, the "PURCHASED ASSETS"), listed below in this Section 2.1, in each case as the same exist as of the Closing Dateunder: (a) All licenses, permits, permissions and other authorizations (including all digital licenses and authorizations) relating to the operation of Seller's work in progress from and after May 1the Stations issued by the FCC or any other governmental agency, 2000, which shall include commitments for forward advertising and, in the aggregate, total at least $22,000 as including but not limited to those listed on SCHEDULE 2.1(ASchedule 3.9(a) (collectivelythe “Station Licenses”), all rights to use of the "WORK IN PROGRESS"Stations’ call letters, and all applications for modification, extension or renewal of the Station Licenses, and any pending applications for any modified licenses, permits, permissions or authorizations pertaining to the Stations and pending on the Closing Date, including, but not limited to, those listed on Schedule 3.9(a); (b) all contracts, agreements, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals All rights to and commitments to which under the Seller is a party, including those listed on SCHEDULE 4.11 and including any confidentiality agreements between the Seller and any prospective purchaser of all or any portion of the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller (collectively, the "CONTRACTS")Construction Permits; (c) all machineryAll options, equipmentrights or contracts to purchase, computers and computer hardwarelease, spare parts, furniture and fixtures owned by the Seller, and all of the interest of the Seller possess or occupy real property described in the machinery and equipment used or held for use by the Seller under the Equipment LeasesSchedule 3.10(d); (d) all patentsThe machinery, patent disclosures, trademarks, service marks, trade dress, logos, trade names, domain names, copyrights and mask works, and all registrations, applications and associated good will for each of the foregoing, owned by the Seller, including those listed on SCHEDULE 4.15, and all computer software equipment (including source computers and object codesoffice equipment), computer programsauxiliary and translator facilities, computer data bases and related documentation and materialstransmitters, databroadcast equipment, documentationantennae, trade secretssupplies, confidential business information inventory (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", and other intellectual property rights (in whatever form or medium) owned by the Seller (collectively, the "INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio; (e) to the extent legally assignable, all Permits held by the Seller; (f) all claims, deposits (including, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepayments, prepaid assets, causes of action, rights of recovery, rights of set off, rights of recoupment and attorney-client, work product and other legal privileges (to the extent relating to any of the Purchased Assets or Assumed Liabilities) of the Seller, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assets; (g) all booksprograms, records, ledgerstapes, filesrecordings, documentscompact discs, correspondencecassettes, lists, plats, drawings, creative materialsspare parts and equipment), advertising and promotional materials, studiesengineering plans, reports records and data, vehicles, furniture and other printed or written materials used or held for use personal property owned by the SellerEquity Entities used in or relating to the Stations or the Business, that are listed or referred to in Schedule 3.11(a) (excluding any such property disposed of by the Equity Entities or Buyer between the date hereof and the Closing Date in accordance with the terms of this Agreement); (e) The Personal Property Leases and the personal property leased thereunder listed in Schedule 3.12; (f) The trademarks, trade names, service marks, and copyrights (and all goodwill associated therewith), registered or unregistered, relating to the Stations or the Business, any applications for registration thereof, any patents and applications therefor, and any licenses relating to any of the foregoing or to any intellectual property of any third party, including, without limitation, the items listed in Schedule 3.13(a); (g) (i) The contracts, agreements or understandings set forth on Schedule 3.17(a) and designated on such Schedule as an “Assumed Contract,” and (ii) any other contract, agreement or understanding (evidenced in writing) entered into by the Equity Entities in respect of the Business that (A) is of the nature described in subsection (ii), (iii) or (vi) of Section 3.17(b) but which, by virtue of its specific terms, is not required to be listed in Schedule 3.17(a); or (B) is entered into after the date hereof consistent with the provisions of Section 5.4 of this Agreement; or (C) Buyer specifically agrees to assume; (h) the real property leased by the Seller pursuant All advertising customer lists, mailing lists, processes, trade secrets, know-how and other proprietary or confidential information used in or relating exclusively to the lease agreement set forth on SCHEDULE 4.11 to this Agreement and, to the extent covered by the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectivelyBusiness, the "LEASED REAL PROPERTY")Purchased Assets or the Stations; (i) cash All rights, claims or causes of action of the Seller (including for this purpose all collected funds received Equity Entities against third parties arising under warranties from manufacturers, vendors and others in bank accounts owned by connection with the Seller through 12:01 A.M.Purchased Assets, Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00)Stations or the Business; (j) All prepaid rentals and other prepaid expenses (except for prepaid insurance) arising from payments made by the Equity Entities in connection with the operation of the Business prior to the Closing Date for goods or services, including prepayments made by Seller the Equity Entities under advertising sales contracts for items set forth advertising on SCHEDULE 2.1(Jthe Stations that has not run prior to the Closing Date; (k) All books and records (including all computer programs used primarily in connection with the operation of the Business, the Purchased Assets or the Stations and copies of all records relating to this AgreementTaxes that pertain to the Stations or the Purchased Assets) of the Equity Entities relating solely to the assets, properties, business and operations of the Business, the Purchased Assets, or the Stations including, without limitation, all files, logs, programming information and studies, technical information and engineering data, news and advertising studies or consulting reports and sales correspondence, but excluding any books and records (including computer programs) relating to a business of the Equity Entities unrelated to the Business, the Purchased Assets, or the Stations or otherwise described in Section 2.2; and (kl) Subject to the extranet currently under development other provisions of this Agreement, all other assets or properties not referred to above which are reflected on the September 30, 2005 Balance Sheets of the Stations or acquired by Aztec Consultingthe Equity Entities primarily for use by the Stations or in connection with the operation of the Business in the ordinary course of the Business after the Balance Sheet Date but prior to Closing, except (i) any such assets or properties disposed of after the Balance Sheet Date in the ordinary course of the Business consistent with the terms of this Agreement, and (ii) Excluded Assets. Notwithstanding the foregoing, if a Bifurcated Closing occurs pursuant to Section 2.4(b), then at each of the Oregon Closing and the Idaho Closing, as applicable, the Equity Entities shall sell, transfer, assign, convey, and deliver to Buyer, and Buyer shall purchase from the Equity Entities, the Purchased Assets that are used, held for use, or otherwise relate to, respectively, the Oregon Stations and the Idaho Stations.

Purchase and Sale of Purchased Assets. Subject to the provisions of Sections 2.2 terms and 6.2conditions set forth in this Agreement, at on the Closing the Purchaser will purchase from the SellerDate (as defined below), and the Seller will shall sell, transfer, assignconvey, convey assign and deliver to the PurchaserPurchaser and Purchaser shall acquire from Seller, free and clear of any mortgage, security, interest, pledge, lien, conditional sales agreement, charge and any other encumbrance (each, an "Encumbrance"), all of Seller’s right, title and interest in and to all of the assets, properties, rights and properties that are owned by contracts used in and/or necessary for the Selleroperation of the Business and as set forth below, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected as the same shall exist on the Interim Balance Sheet Closing Date (collectively, the "PURCHASED ASSETS"), listed below in this Section 2.1, in each case as the same exist as of the Closing Date:“Purchased Assets”): (a) all of Seller's work in progress from and after May 1, 2000, which shall include commitments for forward advertising and, in the aggregate, total at least $22,000 as physical assets listed on SCHEDULE 2.1(ASchedule 1.1(a) (collectively, the "WORK IN PROGRESS")attached hereto; (b) all contractsSeller Owned Proprietary Rights (as defined in this Agreement), agreementsall goodwill associated therewith, letter contractsand all rights to xxx for or assert claims against and remedies against past, purchase orders, delivery orders, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals and commitments to which present or future infringements of any or all of the Seller is a party, including those listed on SCHEDULE 4.11 Owned Proprietary Rights and including rights of priority and protection of interests therein and to retain any confidentiality agreements between the Seller and any prospective purchaser of all or any portion of the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller (collectively, the "CONTRACTS")amounts therefrom; (c) all machinerymethods of delivery of services, equipmenttrade secrets, computers and computer hardwaredisks, spare partsmarket studies, furniture and fixtures owned by the Sellerconsultants’ reports, and all similar property of any nature, tangible or intangible, used in connection with the interest of the Seller in the machinery and equipment used or held for use by the Seller under the Equipment LeasesSeller’s Business; (d) all patents, patent disclosures, trademarks, service marks, trade dress, logos, trade names, domain names, copyrights Software Programs (as defined in this Agreement) and mask worksother proprietary information owned and developed by Seller, and all registrations, applications and associated good will for each of the foregoing, owned by the Seller, including those listed on SCHEDULE 4.15, and all computer software (including source and object codes), computer programs, computer data bases and related documentation and materials, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, knowshall in no event include any Public Software or Off-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", and other intellectual property rights (in whatever form or medium) owned by the Seller (collectively, the "INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfoliothe-Shelf Software; (e) to the extent legally assignable, all Permits held by the Seller; other intangible assets (fincluding all Claims) all claims, deposits (including, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepayments, prepaid assets, causes of action, rights of recovery, rights of set off, rights of recoupment and attorney-client, work product and other legal privileges (to the extent relating to any of the Purchased Assets or Assumed Liabilities) of the Seller, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assets; (gf) all booksAll data, records, ledgers, files, documentsmanuals, correspondenceblueprints and other documentation related in any way to the Purchased Assets and the operation of Seller’s Business to the extent involving the Purchased Assets, lists, plats, drawings, creative materials, advertising and promotional materials, including: (i) studies, reports and other printed similar documents and records used in its Business, whether in electronic form or written materials used otherwise; and (ii) all files, documents and records of attorneys or held for use by consultants of Seller relating to the prosecution of Seller’s Owned Proprietary Rights (“Books and Records”); (g) all right, title and interest of Seller in and to the (x) contracts and agreements and (y) all rights under any settlement agreement or related matters, each as set forth in Schedule 1.1(h) attached hereto (and to the extent oral, accurately described in Schedule 1.1(h)) (the “Assumed Contracts”); and (h) the real property leased by the Seller pursuant to the lease agreement set forth on SCHEDULE 4.11 to this Agreement and, to the extent covered by the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectively, the "LEASED REAL PROPERTY"); (i) cash goodwill of the Seller (including for this purpose all collected funds received in bank accounts owned by the Seller through 12:01 A.M., Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00); (j) prepayments made by Seller for items set forth on SCHEDULE 2.1(J) to this Agreement; and (k) the extranet currently under development by Aztec ConsultingSeller.

Purchase and Sale of Purchased Assets. Subject to the provisions terms and conditions of Sections 2.2 and 6.2this Agreement, at the Closing the Purchaser will purchase from the SellerSellers shall sell, and the Seller will sellconvey, transfer, assign, convey assign and deliver to the PurchaserBuyer at the Closing (as hereinafter defined), all rightof their respective assets and properties of every kind, title nature and interest in description, except as provided below, free and to clear of all Security Interests (as hereinafter defined) (all of the assets, rights and properties that are owned by the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on the Interim Balance Sheet (collectively, assets being referred to herein as the "PURCHASED ASSETSPurchased Assets"), listed below in this Section 2.1, in each case as including without limitation the same exist as following assets of the Closing DateSellers: (a) all accounts receivable and deferred revenue; (b) all cash on hand, if any; (c) all tangible assets, including without limitation machinery and equipment, office equipment, furniture, leasehold improvements, fixtures and other improvements on real estate; (d) all inventories, including without limitation work-in-process, finished goods, raw materials, processing materials, purchased parts and supplies; (e) originals or duplicate copies of Seller's work in progress from all financial, accounting and after May 1operating data and records, 2000including without limitation all books, which shall include commitments for forward records, notes, sales and sales promotional and marketing data, advertising andmaterials, credit information, cost and pricing information, business plans, projections, reference catalogs, payroll and personnel records and other similar property, rights and information; (f) all Company Intellectual Property (as hereinafter defined), including without limitation all rights in the aggregateCompany's products entitled SolutionIN (including but not limited to Sales and Marketing Automation and Management, total at least $22,000 as listed on SCHEDULE 2.1(AIntranet and Internet Automated Quoting and Proposal Generation, Intranet and Internet Enabled Employer Group and Member Enrollment, Broker/Distribution Channel Management, Fulfillment and Materials Management, NCQA/HEDIS Database Management and Report Preparation, LEGBase Lobbying Management and OpsCenter Priority Management), SolutionAB (Complete Agency Management System) and SolutionRE (CRM system for Reinsurance Carriers) (collectively, the "WORK IN PROGRESSSeller Products"); (b) all contracts, agreements, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals and commitments to which the Seller is a party, including those listed on SCHEDULE 4.11 and including any confidentiality agreements between the Seller and any prospective purchaser of all or any portion of the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller (collectively, the "CONTRACTS"); (c) all machinery, equipment, computers and computer hardware, spare parts, furniture and fixtures owned by the Seller, and all of the interest of the Seller in the machinery and equipment used or held for use by the Seller under the Equipment Leases; (d) all patents, patent disclosures, trademarks, service marks, trade dress, logos, trade names, domain names, copyrights and mask works, and all registrations, applications and associated good will for each of the foregoing, owned by the Seller, including those listed on SCHEDULE 4.15, and all computer software (including source and object codes), computer programs, computer data bases and related documentation and materials, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", and other intellectual property rights (in whatever form or medium) owned by the Seller (collectively, the "INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio; (e) to the extent legally assignable, all Permits held by the Seller; (f) all claims, deposits (including, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepayments, prepaid assets, causes of action, rights of recovery, rights of set off, rights of recoupment and attorney-client, work product and other legal privileges (to the extent relating to any of the Purchased Assets or Assumed Liabilities) of the Seller, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assets; (g) all booksrights (including without limitation the right to receive payment) under all agreements, recordscontracts, ledgerslicenses, filesleases, documentssale orders, correspondencepurchase orders, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports open bids and other printed or written materials used or held for use by the Sellercommitments and arrangements; (h) the real property leased by the Seller pursuant to the lease agreement set forth on SCHEDULE 4.11 to this Agreement all guaranties, indemnities, warranties and warranty claims and awards, prepaid expenses, deposits and retentions; and, to the extent covered by the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectively, the "LEASED REAL PROPERTY"); (i) cash all rights to causes of the Seller (including for this purpose all collected funds received in bank accounts owned action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Seller through 12:01 A.M., Boston, Massachusetts time, on Sellers with respect to the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00); (j) prepayments made by Seller for items set forth on SCHEDULE 2.1(J) to this Agreement; and (k) Business or the extranet currently under development by Aztec ConsultingPurchased Assets.

Purchase and Sale of Purchased Assets. Subject Upon the terms and subject to the provisions conditions of Sections 2.2 and 6.2this Agreement, at ------------------------------------- on the Closing Date, the Purchaser will purchase from the Seller, and the Seller will Emmis Entities shall sell, transfer, assign, convey and deliver to Buyer and the PurchaserBuyer shall purchase from the Emmis Entities, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the assets, properties and business (excepting only the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, relating to the Station or the business of the Station (the “Business”) as the same shall exist on the Closing Date (herein collectively referred to as the “Purchased Assets”), including, without limitation, all right, title and interest in and to all of the assetsEmmis Entities in, rights to and properties that are owned by the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on the Interim Balance Sheet (collectively, the "PURCHASED ASSETS"), listed below in this Section 2.1, in each case as the same exist as of the Closing Dateunder: (a) all of Seller's work All receivables due to the Station pursuant to the Trade Agreements and accounts receivable generated by the Business for periods commencing on the TBA Effective Date and continuing as long as the TBA is in progress from and after May 1effect, 2000, which shall include commitments for forward advertising and, but excluding any amounts payable by Buyer to Emmis Radio in accordance with the aggregate, total at least $22,000 as listed on SCHEDULE 2.1(A) (collectively, the "WORK IN PROGRESS")TBA; (b) all contracts, agreements, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, All licenses, instrumentspermits and other authorizations issued by the FCC for the operation of the Station, guarantiesincluding, bidsbut not limited to, proposals and commitments to which the Seller is a party, including those listed on SCHEDULE 4.11 Schedule 3.9(b) (the “Station Licenses”), all licenses, permits, permissions and including other --------------- authorizations issued by any confidentiality agreements between other governmental agencies to the Seller Emmis Entities for the operation of the Station, the right to use the Station's call letters, and all applications for modification, extension or renewal thereof, and any prospective purchaser of all pending applications for any new licenses, permits, permissions or any portion of authorizations pending on the Seller's stock or assetsClosing Date, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller (collectivelyincluding, the "CONTRACTS"but not limited to, those listed on Schedule 3.9(b);. --------------- (c) all machineryThe Real Property Leases and any option, equipmentright or contract to purchase, computers and computer hardwarelease, spare parts, furniture and fixtures owned by the Seller, and all of the interest of the Seller possess or occupy real property described in the machinery and equipment used or held for use by the Seller under the Equipment Leases;Schedule 3.10(c); ---------------- (d) all patentsAll machinery, patent disclosures, trademarks, service marks, trade dress, logos, trade names, domain names, copyrights and mask works, and all registrations, applications and associated good will for each of the foregoing, owned by the Seller, including those listed on SCHEDULE 4.15, and all computer software equipment (including source computers and object codesoffice equipment), computer programsauxiliary and translator facilities, computer data bases and related documentation and materialstransmitting towers, datatransmitters, documentationbroadcast equipment, trade secretsantennae, confidential business information supplies, inventory (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", and other intellectual property rights (in whatever form or medium) owned by the Seller (collectively, the "INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio; (e) to the extent legally assignable, all Permits held by the Seller; (f) all claims, deposits (including, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepayments, prepaid assets, causes of action, rights of recovery, rights of set off, rights of recoupment and attorney-client, work product and other legal privileges (to the extent relating to any of the Purchased Assets or Assumed Liabilities) of the Seller, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assets; (g) all booksprograms, records, ledgerstapes, filesrecordings, documentscompact discs, correspondencecassettes, lists, plats, drawings, creative materialsspare parts and equipment), advertising and promotional materials, studiesengineering plans, reports records and data, vehicles, furniture and other printed or written materials used or held for use personal property owned by the SellerEmmis Entities used in or relating to the Station or the Business, including, without limitation, the items listed or referred to in Schedule 3.11, but excluding any such property disposed of by the Emmis Entities or Buyer, between the date hereof and the ------------- Closing Date in accordance with the terms of this Agreement and the TBA; (f) The trademarks, trade names (including the right to use the trade name “KALC”), service marks and copyrights (and all goodwill associated therewith), registered or unregistered, relating to the Station or the Business, and the applications for registration thereof and the patents and applications therefor and the licenses relating to any of the foregoing including, without limitation, the items listed in Schedule 3.13(a); ---------------- (i) All contracts for the sale of broadcast time for advertising or other purposes on the Station made in the ordinary course of the Business and consistent with past practice, (ii) the contracts, agreements or understandings listed or described in Schedule 3.18 and designated on such Schedule as an “Assumed Contract” and (iii) any other ------------- contract, agreement or understanding (evidenced in writing) entered into by an Emmis Entity in respect of the Business which (A) is of the nature described in subsection (b), (c) or (f) of Section 3.18 but which, by virtue of its specific ------------ terms, is not required to be listed in Schedule 3.18 or (B) is entered into after the date hereof consistent with the ------------- provisions of Section 5.4(c) of this Agreement or by or at the direction of Buyer in accordance with the terms of the TBA; -------------- (h) the real property leased by the Seller pursuant All advertising customer lists, mailing lists, processes, trade secrets, know-how and other proprietary or confidential information used in or relating to the lease agreement set forth on SCHEDULE 4.11 to this Agreement and, to the extent covered by the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectivelyBusiness, the "LEASED REAL PROPERTY")Purchased Assets or the Station; (i) cash All rights, claims or causes of action of the Seller (including for this purpose all collected funds received Emmis Entities against third parties arising under warranties from manufacturers, vendors and others in bank accounts owned by connection with the Seller through 12:01 A.M.Purchased Assets, Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00)Station or the Business; (j) prepayments All prepaid rentals and other prepaid expenses (except for prepaid insurance) arising from payments made by Seller either Emmis Entity to the extent relating to the operation of the Business prior to the Closing Date for items set forth goods or services to be received on SCHEDULE 2.1(Jand after the Closing Date, to the extent the Emmis Entities receive a credit therefor under Section 2.11; ------------ (k) All jingles, slogans, commercials and other promotional materials used in or relating to this Agreementthe Station or the Business; (l) All books and records (including all computer programs used primarily in connection with the operation of the Business, the Purchased Assets or the Station) of the Emmis Entities relating to the assets, properties, business and operations of the Business, the Purchased Assets or the Station including, without limitation, all files, logs, programming information and studies, technical information and engineering data, news and advertising studies or consulting reports and sales correspondence, but excluding any books and records (including computer programs) relating to a business of the Emmis Entities unrelated to the Business, the Purchased Assets or the Station; and (km) All other assets or properties not referred to above which are reflected on the extranet currently under development Balance Sheet or acquired by Aztec Consultingeither Emmis Entity in the ordinary course of the Business after the Balance Sheet Date but prior to Closing, except (i) any such assets or properties disposed of after the Balance Sheet Date in the ordinary course of the Business consistent with the terms of this Agreement and the TBA, and (ii) Excluded Assets.

Purchase and Sale of Purchased Assets. Subject Except as otherwise provided in this Agreement (including in particular Sections 2.3 and 2.6), upon the terms and subject to the provisions conditions of Sections 2.2 and 6.2this Agreement, at the Closing the Purchaser will purchase from the SellerClosing, and the Seller will each Selling Company shall sell, transfer, assign, convey and deliver (or cause to the Purchaserbe sold, transferred, assigned, conveyed and delivered) to Buyer (or one or more Buyer Designees), and Buyer (or one or more Buyer Designees) shall purchase and acquire from such Selling Company, on a going concern basis, free and clear of all Liens (other than Permitted Liens), all of such Selling Company’s right, title and interest in in, to and to under all of the assets, properties and rights of every kind, nature and properties that are owned by the Sellerdescription, wherever located, whether real, personal or mixed, tangible or intangible, owned, held or used by such Selling Company in the conduct of the Business as the same shall exist on the Closing Date, including all of the Selling Companies’ right, title and interest in, to and under the following assets, properties and rights or properties are located and whether or not such assets, rights or properties are reflected on the Interim Balance Sheet (collectively, the "PURCHASED ASSETS"), listed below in this Section 2.1, in each case as the same exist as of the Closing Date:“Purchased Assets”): (a) all assets reflected on the Financial Statements and not disposed of Seller's work in progress from and after May 1, 2000, which shall include commitments for forward advertising and, the Reference Date in the aggregate, total at least $22,000 as listed on SCHEDULE 2.1(A) (collectively, the "WORK IN PROGRESS")ordinary course of business; (b) all contractscash, agreements, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals bank deposits and commitments to which the Seller is a party, including those listed on SCHEDULE 4.11 and including any confidentiality agreements between the Seller and any prospective purchaser of all or any portion cash equivalents of the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller (collectively, the "CONTRACTS")Selling Companies; (c) all machineryagency billed accounts, equipment, computers notes and computer hardware, spare parts, furniture and fixtures owned by other receivables arising in the Seller, and all conduct of the interest Business and direct billed accounts receivable for The Related Group of the Seller in the machinery Florida and equipment used or held for use by the Seller under the Equipment LeasesX. Xxxxxx & Associates; (d) all patentssecurity deposits, patent disclosuresadvances, trademarks, service marks, trade dress, logos, trade names, domain names, copyrights credits and mask works, and all registrations, applications and associated good will for each of the foregoing, owned by the Seller, including those listed on SCHEDULE 4.15, and all computer software (including source and object codes), computer programs, computer data bases and related documentation and materials, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", and other intellectual property rights (in whatever form or medium) owned by the Seller (collectively, the "INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolioprepaid expenses; (e) to the extent legally assignableall personal property (including equipment, all Permits held furniture, fixtures, office equipment, computer hardware and accessories, software, communications equipment and other tangible personal property) owned by the SellerSelling Companies, including the items listed on Schedule 4.16(b); (f) the leases for personal property leased by the Selling Companies in the conduct of the Business, other than the leases listed on Schedule 2.3(c); (g) all of the Selling Companies’ rights under all Contracts, including the items listed on Schedule 4.12; (h) all Clients of each Selling Company, including the Clients required to be listed on Schedule 4.26; (i) all of the Selling Companies’ rights to renew, rewrite and/or replace any insurance policies in force with respect to the Clients as of the Closing; (j) all Intellectual Property Rights (including all rights to each Selling Company’s name and any derivative thereof) owned or licensed by the Selling Companies and used or held for use in the conduct of the Business, including the items listed on Schedule 4.18(a), and all rights to xxx and recover damages for past, present and future infringement, dilution, misappropriation or violation thereof; (k) the Internet domain names listed on Schedule 4.18(a); (l) all of the Selling Companies’ rights, claims, deposits (includingcounterclaims, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepayments, prepaid assetscredits, causes of action, action or rights of recovery, rights of set off, rights of recoupment and attorneyset-client, work product and other legal privileges (off against third parties relating to the extent relating to any of the Purchased Assets Business or Assumed Liabilities) of the Seller, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assets; (gm) all Licenses owned, held or possessed by the Selling Companies affecting or relating to the Business, including the items listed on Schedule 4.15, but only if and to the extent that such Licenses are legally transferable to Buyer; (n) the Specialty Risks Equity Interest; (o) all books, records, ledgersfiles and papers, fileswhether in hard copy or electronic format, documentsused in or associated with the Business, correspondence, lists, plats, drawings, creative materials, advertising including all sales and promotional materials, studiesmanuals, reports sales and purchase correspondence, insurance carrier lists, Client lists and the personnel and employment records of the Transferred Employees, other than records, files and other printed information retained for financial reporting or written materials used Tax purposes and other than records, files and other information related primarily to the Excluded Assets or held for use by the SellerExcluded Liabilities; (hp) the real property leased by the Seller pursuant to the lease agreement set forth on SCHEDULE 4.11 to this Agreement andall telephone numbers, to the extent covered by the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements facsimile numbers and other property attached thereto or located thereon (collectively, the "LEASED REAL PROPERTY"); (i) cash yellow page listings of the Seller (including for this purpose all collected funds received in bank accounts owned by the Seller through 12:01 A.M., Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00); (j) prepayments made by Seller for items set forth on SCHEDULE 2.1(J) to this AgreementSelling Companies; and (kq) all goodwill associated with the extranet currently under development by Aztec ConsultingBusiness or the Purchased Assets.

Purchase and Sale of Purchased Assets. Subject Upon the terms and subject to the provisions conditions of Sections 2.2 and 6.2this Agreement, at on the Closing Date, the Purchaser will purchase from the Seller, and the Seller will Xxxxxx Entities shall sell, transfer, assign, convey convey, and deliver to Buyer, and Buyer shall purchase from the PurchaserXxxxxx Entities, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the assets, properties, and business (excepting only the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, used, held for use, or otherwise relating to the Stations or the business of the Stations (the “Business”) (herein collectively referred to as the “Purchased Assets”), including, without limitation, all right, title and interest in and to all of the assetsXxxxxx Entities in, rights to and properties that are owned by the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on the Interim Balance Sheet (collectively, the "PURCHASED ASSETS"), listed below in this Section 2.1, in each case as the same exist as of the Closing Dateunder: (a) all All licenses, permits, permissions and other authorizations relating to the operation of Seller's work in progress from and after May 1the Stations issued by the FCC or any other governmental agency, 2000, which shall include commitments for forward advertising and, in the aggregate, total at least $22,000 as including but not limited to those listed on SCHEDULE 2.1(ASchedules 3.8 and 3.9(a) (collectivelythe “Station Licenses”), all rights to use of the "WORK IN PROGRESS"Stations’ call letters, and all applications for modification, extension or renewal of the Station Licenses, and any pending applications for any new licenses, permits, permissions or authorizations pending on the Closing Date, including, but not limited to, those listed on Schedule 3.9(a); (b) all contracts, agreements, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals and commitments to which the Seller is a party, including those listed on SCHEDULE 4.11 and including any confidentiality agreements between the Seller and any prospective purchaser of all or any portion of the Seller's stock or assets, all unfilled orders for the purchase of goods or services All accounts receivable generated by the Seller Business for periods commencing on the TBA Effective Date and all unfilled orders for continuing as long as the sale of goods or services TBA is in effect and receivables due to the Stations pursuant to the Trade Agreements, but excluding any amounts payable by Buyer to the Seller (collectively, Xxxxxx Entities in accordance with the "CONTRACTS");TBA. (c) all machineryThe Real Property described in Schedule 3.10(a) and any option, equipmentright or contract to purchase, computers and computer hardwarelease, spare parts, furniture and fixtures owned by the Seller, and all of the interest of the Seller possess or occupy real property described in the machinery and equipment used or held for use by the Seller under the Equipment LeasesSchedule 3.10(d); (d) all patentsAll machinery, patent disclosures, trademarks, service marks, trade dress, logos, trade names, domain names, copyrights and mask works, and all registrations, applications and associated good will for each of the foregoing, owned by the Seller, including those listed on SCHEDULE 4.15, and all computer software equipment (including source computers and object codesoffice equipment), computer programsauxiliary and translator facilities, computer data bases and related documentation and materialstransmitting towers, datatransmitters, documentationbroadcast equipment, trade secretsantennae, confidential business information supplies, inventory (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", and other intellectual property rights (in whatever form or medium) owned by the Seller (collectively, the "INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio; (e) to the extent legally assignable, all Permits held by the Seller; (f) all claims, deposits (including, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepayments, prepaid assets, causes of action, rights of recovery, rights of set off, rights of recoupment and attorney-client, work product and other legal privileges (to the extent relating to any of the Purchased Assets or Assumed Liabilities) of the Seller, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assets; (g) all booksprograms, records, ledgerstapes, filesrecordings, documentscompact discs, correspondencecassettes, lists, plats, drawings, creative materialsspare parts and equipment), advertising and promotional materials, studiesengineering plans, reports records and data, vehicles, furniture and other printed or written materials used or held for use personal property owned by the SellerXxxxxx Entities, which is used in the Stations or the Business, including, without limitation, the items listed or referred to in Schedule 3.11(a), but excluding any such property disposed of by the Xxxxxx Entities or Buyer between the date hereof and the Closing Date in accordance with the terms of this Agreement and the TBA; (he) The Personal Property Leases and the real personal property leased thereunder listed in Schedule 3.12; (f) The trademarks, trade names, service marks, and copyrights (and all goodwill associated therewith), registered or unregistered, owned by the Seller pursuant Xxxxxx Entities, relating to the lease agreement set forth on SCHEDULE 4.11 to this Agreement andStations or the Business, to any applications for registration thereof, any patents and applications therefor, and any licenses or other rights of the extent covered by the lease Xxxxxx Entities relating to such leased real propertyany of the foregoing or to any intellectual property of any third party, all fixturesincluding, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectivelywithout limitation, the "LEASED REAL PROPERTY"items listed in Schedule 3.13(a); (i) cash All Time Sales Agreements made in the ordinary course of the Seller Business and consistent with past practice, (including for this purpose all collected funds received ii) the contracts, agreements or understandings set forth on Schedule 3.17(a) and designated on such Schedule as an “Assumed Contract,” and (iii) any other contract, agreement or understanding (evidenced in bank accounts owned writing) entered into by the Seller through 12:01 A.M.Xxxxxx Entities in respect of the Business that (A) is of the nature described in subsection (ii), Boston(iii) or (vi) of Section 3.17(b) but which, Massachusetts timeby virtue of its specific terms, on is not required to be listed in Schedule 3.17(a); (B) is entered into after the Closing Date date hereof consistent with the provisions of Sections 5.4 and 5.16 of this Agreement or by or at the direction of Buyer in an amount not less than Twentyaccordance with the provisions of the TBA; or (C) Buyer specifically agrees to assume; (h) All advertising customer lists, mailing lists, processes, trade secrets, know-Two Thousand Dollars how and other proprietary or confidential information used in or relating to the Business, the Purchased Assets or the Stations; ($22,000.00)i) All rights, claims or causes of action of the Xxxxxx Entities against third parties arising under warranties from manufacturers, vendors and others in connection with the Purchased Assets, the Stations or the Business; (j) prepayments All prepaid rentals and other prepaid expenses (except for prepaid insurance) arising from payments made by Seller the Xxxxxx Entities in connection with the operation of the Business prior to the Closing Date for items set forth on SCHEDULE 2.1(Jgoods or services; (k) All jingles, slogans, commercials and other promotional materials used in or relating to this Agreementthe Stations or the Business; (l) Licensee’s rights to all computer programs used primarily in connection with the operation of the Business, the Purchased Assets or the Stations for the three years before the TBA Effective Date, copies of all records relating to Taxes that pertain to the Stations or the Purchased Assets, copies of monthly financial reports and such detailed records as Buyer reasonably requests, all as relating to Xxxxxx Radio and the assets, properties, business and operations of the Business, the Purchased Assets, or the Stations including, without limitation, all files, logs, programming information and studies, technical information and engineering data, news and advertising studies or consulting reports and sales correspondence, but excluding any books and records (including computer programs) relating to a business of the Xxxxxx Entities unrelated to the Business, the Purchased Assets, or the Stations or otherwise described in Section 2.2; and (km) Subject to the extranet currently under development other provisions of this Agreement, all other assets or properties not referred to above which are reflected on the April 30, 2003 Balance Sheets of the Stations or acquired by Aztec Consultingthe Xxxxxx Entities for use by the Stations or in connection with the operation of the Business in the ordinary course of the Business after the Balance Sheet Date but prior to Closing, except (i) any such assets or properties disposed of after the Balance Sheet Date in the ordinary course of the Business consistent with the terms of this Agreement and the TBA, and (ii) Excluded Assets.

Purchase and Sale of Purchased Assets. Subject On the terms and subject to the provisions of Sections 2.2 and 6.2conditions hereof, at the Closing the Purchaser will purchase from the Seller(as defined below), except as set forth in Section 1.2 and the Section 1.3, Seller will shall sell, assign, transfer, assign, convey and deliver to the PurchaserBuyer, in each case free and clear of all Liens (as defined below) other than Permitted Liens (as defined below), and Buyer shall purchase and acquire from Seller, all right, title and interest of Seller in and to all of the assets, properties and rights of Seller, real and properties personal, tangible and intangible, that are owned by exclusively or primarily used or exclusively or primarily held for use in the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on Business (as defined below) (the Interim Balance Sheet (collectively, the "PURCHASED ASSETS"“Purchased Assets”), listed below in this Section 2.1, in each case as including the same exist as of the Closing Datefollowing: (a) all of Seller's work in progress from licenses, permits and after May 1other authorizations issued to the FCC Licensees by the FCC with respect to the Stations (the “FCC Licenses”), 2000and all licenses, which shall include commitments for forward advertising andpermits and authorizations issued by any Governmental Entity (as defined below) other than the FCC Licenses applicable to the Business, in including those described on Schedule 1.1(a), and including any applications therefor and renewals or modifications thereof between the aggregate, total at least $22,000 as listed on SCHEDULE 2.1(A) (collectively, the "WORK IN PROGRESS")date hereof and Closing; (b) all contractsof Seller’s equipment, agreementstransmitters, letter contractsantennas, purchase orderscables, delivery orderstowers, task ordersvehicles, teaming agreementsfurniture, leasesfixtures, licensesservers, instrumentstraffic systems, guarantiesgraphic systems, bidsaudio boards, proposals switchers, back-up generators, radar systems, microwaves, transponders, relays, motor vehicles, computers, computer hardware and commitments to which peripherals, office equipment, production and news operation equipment, inventory, spare parts and other tangible personal property of every kind and description that are exclusively or primarily used or exclusively or primarily held for use in the Seller is a partyBusiness, in each case, including those listed on SCHEDULE 4.11 and including Schedule 1.1(b) (as updated by Final Schedule 1.1(b)), except for any confidentiality agreements retirements or dispositions thereof made between the Seller date hereof and any prospective purchaser of all or any portion of Closing in accordance with Section 4.1 (as reflected in Final Schedule 1.1(b)) (the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller (collectively, the "CONTRACTS"“Tangible Personal Property”); (c) all machinery, equipment, computers and computer hardware, spare parts, furniture and fixtures of the real property interests (i) owned by Seller (the Seller“Owned Real Property”), and all of or (ii) leased, subleased, licensed or otherwise occupied by Seller (the interest of the Seller “Real Property Leases”) (in the machinery case of both (i) and equipment (ii) above, including any appurtenant easements, building, structures, fixtures and other Improvements located thereon), that is exclusively or primarily used or exclusively or primarily held for use by in the Seller under Business, including the Equipment LeasesOwned Real Property and Real Property Leases listed on Schedules 1.1(c)(i) and (ii), respectively, (collectively, the “Real Property”); (d) all patentsagreements (whether written or oral) for the sale of advertising time and all other contracts, patent disclosuresagreements, trademarksleases and licenses, service marksincluding any employment agreements with Employees (as defined below) or Collective Bargaining Agreements (as defined below) or website development and hosting agreements and agreements for accounts with Twitter, trade dressFacebook or other social media companies (including agreements for social media identifications, logos, trade names, domain names, copyrights and mask worksadministrator rights, and all registrationstags on Facebook and Twitter accounts), applications and associated good will in each case, exclusively or primarily used or exclusively or primarily held for each of use in the foregoing, owned by the SellerBusiness, including those listed on SCHEDULE 4.15, and all computer software Schedule 1.1(d) (including source and object codesas updated by Final Schedule 1.1(d)), computer programstogether with all contracts, computer data bases agreements, leases and related documentation and materials, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), licenses made between the date hereof and the name "Chili Pepper"Closing in accordance with Section 4.1 (as reflected in Final Schedule 1.1(d)) (the “Purchased Contracts,” which, and other intellectual property rights (in whatever form or medium) owned by the Seller (collectively, the "INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio; (e) to the extent legally assignable, all Permits held by the Seller; (f) all claims, deposits (including, without limitation, deposits held by the landlord pursuant to the lease for the Leased avoidance of doubt, include the Real Property), prepayments, prepaid assets, causes of action, rights of recovery, rights of set off, rights of recoupment and attorney-client, work product and other legal privileges (to the extent relating to any of the Purchased Assets or Assumed Liabilities) of the Seller, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assets; (g) all books, records, ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports and other printed or written materials used or held for use by the Seller; (h) the real property leased by the Seller pursuant to the lease agreement set forth on SCHEDULE 4.11 to this Agreement Property Leases and, to the extent covered by the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectivelyprovided under Section 1.11, the "LEASED REAL PROPERTY"Multi-Station Contracts); ; provided, that, (i) cash of the Seller (including for this purpose all collected funds received in bank accounts owned by the Seller through 12:01 A.M.with respect to employment agreements with Employees and Collective Bargaining Agreements, Bostonsubject to Section 5.6, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00); (j) prepayments made by Seller for items Buyer shall only assume such contracts set forth on SCHEDULE 2.1(JSchedule 1.1(d) as in effect on the date hereof or entered into prior to this Agreement; and (k) the extranet currently under development by Aztec Consulting.Closing in accordance with the terms hereof, including Section

Purchase and Sale of Purchased Assets. Subject Upon the terms and subject to the provisions conditions of Sections 2.2 and 6.2this Agreement, at on the Closing the Purchaser will purchase from the SellerDate, and the Seller will shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the Purchaserassets, properties and business (excepting only the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, owned or held by Seller relating to the Stations as the same shall exist on the Closing Date (herein collectively called the "Purchased Assets"), including, without limitation, all right, title and interest in of Seller in, to and to all of the assets, rights and properties that are owned by the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on the Interim Balance Sheet (collectively, the "PURCHASED ASSETS"), listed below in this Section 2.1, in each case as the same exist as of the Closing Dateunder: (a) The broadcast licenses for the Stations (including the right to use the call letters "WTAM-AM", "WLTF-FM", "WFBQ-FM", "WRZX-FM", "WNDE-AM", "WDVE-FM", "WXDX-FM", "WDSY-FM" and "WJJJ-FM") issued by the FCC and all of Seller's work other Governmental Permits listed in progress from and after May 1, 2000, which shall include commitments for forward advertising and, in the aggregate, total at least $22,000 as listed on SCHEDULE 2.1(A) (collectively, the "WORK IN PROGRESS")Schedule 2.8; (b) all contracts, agreements, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals and commitments to which the Seller is a party, including those The Owned Real Property listed on SCHEDULE 4.11 and including any confidentiality agreements between the Seller and any prospective purchaser of all or any portion of the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller (collectively, the "CONTRACTS")in Schedule 2.9; (c) all machinery, equipment, computers The real property leases and computer hardware, spare parts, furniture and fixtures owned by the Seller, and all of the interest of the Seller leasehold improvements listed or described in the machinery and equipment used or held for use by the Seller under the Equipment LeasesSchedule 2.10; (d) All machinery, equipment (including computers and office equipment), auxiliary and translator facilities, transmitting towers, transmitters, broadcast equipment, antennae, inventory (including all patentsrecords, patent disclosurestapes, trademarksrecordings, service markscompact discs and music cassettes), trade dressvehicles, logos, trade names, domain names, copyrights furniture and mask works, and all registrations, applications and associated good will for each other personal property of the foregoing, owned by the Seller, including those Stations listed on SCHEDULE 4.15, and all computer software (including source and object codes), computer programs, computer data bases and related documentation and materials, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", and other intellectual property rights (or referred to in whatever form or medium) owned by the Seller (collectively, the "INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolioSchedule 2.12; (e) to the extent legally assignable, all Permits held by the SellerThe personal property leases listed in Schedule 2.13; (f) All trademarks, trade names, service marks and copyrights (and all claimsgoodwill associated therewith), deposits (includingregistered or unregistered, without limitation, deposits held by the landlord pursuant of Seller relating to the lease Stations, and the applications for registration thereof and the Leased Real Property), prepayments, prepaid assets, causes of action, rights of recovery, rights of set off, rights of recoupment and attorney-client, work product and other legal privileges (to the extent licenses relating to any of the Purchased Assets foregoing listed in Schedule 2.14; (g) The contracts, agreements or Assumed Liabilitiesunderstandings listed or described in Schedule 2.16; (h) of the SellerAll advertising customer lists, including all rights of the Seller under any propertymailing lists, casualtyprocesses, workers' compensation trade secrets, know-how and other proprietary or other insurance policy confidential information used in or related insurance services contract relating to the extent such rights relate to any Assumed Liability Stations; (i) All of Seller's rights, claims or any casualty affecting any causes of action against third parties arising under warranties from manufacturers, vendors and others in connection with the Purchased Assets; (gj) all booksAll jingles, records, ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising slogans and promotional materials, studies, reports and other printed or written materials used in or held for use by the Seller; (h) the real property leased by the Seller pursuant relating to the lease agreement set forth on SCHEDULE 4.11 to this Agreement and, to the extent covered by the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectively, the "LEASED REAL PROPERTY"); (i) cash of the Seller (including for this purpose all collected funds received in bank accounts owned by the Seller through 12:01 A.M., Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00); (j) prepayments made by Seller for items set forth on SCHEDULE 2.1(J) to this AgreementStations; and (k) All books and records (including all computer programs) of Seller relating to the extranet currently under development by Aztec Consultingassets, business and operations of the Stations, including, without limitation, all files, logs, programming information and studies and news and advertising studies.

Purchase and Sale of Purchased Assets. Subject Upon the terms and subject to the provisions of Sections 2.2 conditions set forth herein, and 6.2in reliance upon the representations and warranties contained herein, at the Closing the Purchaser will purchase from the SellerClosing, and the Seller will sell, transferconvey, assign, convey transfer and deliver to the PurchaserBuyer, and Buyer will purchase and acquire from Seller, free and clear of any and all Liens, all rightof Seller’s rights, title and interest interests in and to all of the assets, properties, contracts and rights and properties that are owned by of Seller (other than the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on the Interim Balance Sheet Excluded Assets) (collectively, the "PURCHASED ASSETS"“Purchased Assets”), listed below in this Section 2.1, in each case as including the same exist as of following to the Closing Dateextent they exist: (a) all rights of Seller's work in progress from Seller in, to and after May 1under any Contract of any kind or character to which Seller is a party, 2000, or by which shall include commitments for forward advertising and, in Seller or any of the aggregate, total at least $22,000 as listed on SCHEDULE 2.1(APurchased Assets may be bound or affected (other than the Excluded Contracts) (collectivelyeach, the "WORK IN PROGRESS"a “Purchased Contract”); (b) all contracts, agreements, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals and commitments to which “general intangibles” (as defined in the Seller is a party, including those listed on SCHEDULE 4.11 and including any confidentiality agreements between the Seller and any prospective purchaser of all or any portion of the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller (collectively, the "CONTRACTS"Uniform Commercial Code); (c) all machineryrights, equipmentif any, computers to any Intellectual Property, including all Patents, Copyrights, Trade Secrets, inventions and computer hardwareprocesses, spare partsTrademarks, furniture trademarks, service marks, logos, brand names, assumed names, domain names, URLs, websites, software, technology rights and fixtures owned by the Sellerlicenses, and all of registrations and applications therefor, together with the interest of the Seller in the machinery and equipment used or held for use by the Seller under the Equipment Leasesgoodwill symbolized thereby; (d) all patents, patent disclosures, trademarks, service marks, trade dress, logos, trade names, domain names, copyrights and mask works, and all registrations, applications and associated good will for each of the foregoingfollowing which pertain to the Purchased Assets, owned by Assumed Liabilities or the SellerBusiness: books, including those listed on SCHEDULE 4.15records, manuals and other materials, files, originals and copies of all computer software (including source and object codes)Purchased Contracts, purchase orders, invoices, items of payment, tax receipts, computer programstapes, computer data bases disks, other storage media and related documentation records, advertising matter, catalogues, price lists, correspondence, memoranda, forecast, price lists, sales records, customer and materialsclient lists, customer relationship management data, documentationvendor and supplier lists, trade secretsfinancial records, confidential business information (including ideasmailing lists, formulaslists of customers and suppliers, compositionsdistribution lists, inventionsphotographs, know-howsales and promotional materials and records, manufacturing purchasing materials and production processes records, personnel records, credit records, quality control records and techniquesprocedures, research and development informationfiles, drawingsrecords, designs, plans, proposals and technical data, financialtrademark files and disclosures, marketing media materials and business dataplates, sales order files and pricing and cost informationlitigation files (other than litigation files exclusively relating to Excluded Assets or Retained Liabilities), and the name "Chili Pepper", and other intellectual property rights (in whatever form or medium) owned by the Seller (collectively, the "INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio; (e) all rights to the extent legally assignableindemnification, all Permits held by the Seller; (f) all warranties, guarantees, claims, deposits (including, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepayments, prepaid assets, causes of action, choses in action, rights of recovery, rights of set offsetoff, rights of recoupment and attorney-clientother rights of any kind against suppliers, work product and manufacturers, contractors or other legal privileges (to the extent third parties relating to any of the Purchased Assets or the Assumed Liabilities) of the Seller, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assets; (g) all books, records, ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports and other printed or written materials used or held for use by the Seller; (h) the real property leased by the Seller pursuant to the lease agreement set forth on SCHEDULE 4.11 to this Agreement and, to the extent covered by the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectively, the "LEASED REAL PROPERTY"); (i) cash of the Seller (including for this purpose all collected funds received in bank accounts owned by the Seller through 12:01 A.M., Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00); (j) prepayments made by Seller for items set forth on SCHEDULE 2.1(J) to this Agreement; and (kf) all goodwill associated with the extranet currently under development by Aztec ConsultingBusiness or the Purchased Assets.

Purchase and Sale of Purchased Assets. Subject Seller hereby sells, transfers and assigns to the provisions Buyer, free and clear of Sections 2.2 and 6.2all liens, at the Closing the Purchaser will purchase from the Sellerencumbrances, security interests or other title defects of any kind (collectively, “Liens”), and Buyer hereby purchases for the Seller will sell, transfer, assign, convey and deliver to the Purchaserconsideration provided herein, all of Seller’s right, title and interest in and to all of the assets, rights and properties that are owned by assets of Seller existing as of the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on date hereof other than the Interim Balance Sheet Excluded Assets (collectively, the "PURCHASED ASSETS"“Purchased Assets”), listed below in this Section 2.1including, in each case as without limitation, the same exist as of the Closing Datefollowing: (a) all operating data and records of Seller's work in progress from , including lists of past, current, and after May 1prospective customers, 2000clients, which shall include commitments for forward advertising andand suppliers of the Business, in the aggregatewithout limitation, total at least $22,000 as those listed on SCHEDULE 2.1(ASchedule 1.1(a) (collectivelythe “Customer List”), the "WORK IN PROGRESS")Detailed Customer List will be provided at the Closing and shall not be part of the due diligence; (b) all contracts, agreements, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals books and commitments records related to which the Seller is a partyPurchased Assets, including those listed on SCHEDULE 4.11 but not limited to invoices, collection correspondence; financial, accounting and including any confidentiality agreements between the Seller credit records; and any prospective purchaser of all or any portion of the Seller's stock or assetscorrespondence, all unfilled orders for the purchase of goods or services by the Seller budgets, and all unfilled orders for the sale of goods or services by the Seller other similar documents and records (collectively, the "CONTRACTS"“Records”), to the extent transferable by law; provided Seller shall be allowed to keep copies of such records as needed to file tax returns and Seller shall be allowed access to the records as may be necessary to either defend or prosecute any claim by or against Seller, or as may otherwise be reasonably necessary; (c) all machinery, equipment, computers and computer hardware, spare parts, furniture and fixtures owned by the Seller, and all of the interest of the Seller in the machinery and equipment used or held for use by the Seller under the Equipment Leases; (d) all patents, patent disclosures, trademarks, service marks, trade dress, logos, trade names, domain names, copyrights and mask works, and all registrations, applications and associated good will for each of the foregoing, owned by the Seller, including those listed on SCHEDULE 4.15, and all computer software (including source and object codes), computer programs, computer data bases and related documentation and materials, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", and other intellectual property rights (in whatever form or medium) owned by associated with the Seller (collectivelyBusiness, the "INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio; (e) to the extent legally assignable, all Permits held by the Seller; (f) all claims, deposits (including, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepayments, prepaid assets, causes of action, rights of recovery, rights of set off, rights of recoupment and attorney-client, work product Seller’s name and other legal privileges trademarks, trade names, service marks, websites, domain names, email addresses, telephone numbers (to the extent relating to any assignable), and trade secrets, including, without limitation, those identified on Schedule 1.1(c) (the “Intellectual Property”); and all of the Purchased Assets or Assumed Liabilities) goodwill of the Seller, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assets;Business. (gd) all books, records, ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports and other printed All inventory at the day of closing whether sellable or written materials used or held for use by the Seller; (h) the real property leased by the Seller pursuant to the lease agreement set forth on SCHEDULE 4.11 to this Agreement and, to the extent covered by the lease relating to such leased real propertynot in as is condition, all fixturesequipment used in the operations including Servers computers and all related items located either at the headquarters’ location and at the data Center location in Santa Xxxxx with Coresite/Livewire, machinerychairs, installations, equipment, leasehold improvements and other property attached thereto or located thereon office equipment in as is condition. (collectively, the "LEASED REAL PROPERTY"Schedule 1.1(d); (i) cash of the Seller (including for this purpose all collected funds received in bank accounts owned by the Seller through 12:01 A.M., Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00); (j) prepayments made by Seller for items set forth on SCHEDULE 2.1(J) to this Agreement; and (k) the extranet currently under development by Aztec Consulting.

Purchase and Sale of Purchased Assets. Subject Upon the terms and subject to the provisions conditions of Sections 2.2 and 6.2this Agreement, at on the Closing Date, the Purchaser will purchase from the SellerSeller shall, and the Seller will shall cause its Subsidiaries to, sell, transfer, assign, convey and deliver to the PurchaserOptionee and the Optionee shall purchase from the Seller and its Subsidiaries, free and clear of all Liens (except for Permitted Liens), all of the rights, assets and properties (other than the Excluded Assets) owned, held or used by the Seller or its Subsidiaries primarily in the operation of the Station as the same shall exist on the Closing Date (collectively, the "Purchased Assets"), including, without limitation, all right, title and interest in and to all of the assetsSeller and its Subsidiaries in, rights to and properties that are owned by the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on the Interim Balance Sheet (collectively, the "PURCHASED ASSETS"), listed below in this Section 2.1, in each case as the same exist as of the Closing Dateunder: (a) All Governmental Permits owned, held or possessed by the Seller or any of its Subsidiaries, including, without limitation, those listed in Schedule 4.8(a) and those granting the Seller or any of its Subsidiaries the right to use the Station's call letters, and all of Seller's work in progress from applications for modification, extension or renewal thereof, and after May 1, 2000, which shall include commitments any applications for forward advertising and, in any Governmental Permits pending on the aggregate, total at least $22,000 as listed on SCHEDULE 2.1(A) (collectively, the "WORK IN PROGRESS")Closing Date; (b) all contracts, agreements, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals and commitments to which the Seller is a party, including those listed on SCHEDULE 4.11 and including any confidentiality agreements between the Seller and any prospective purchaser of all or any portion of the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller (collectively, the "CONTRACTS"); (c) all machinery, equipment, computers and computer hardware, spare parts, furniture and fixtures owned by the Seller, and all of the All interest of the Seller and its Subsidiaries in the machinery and equipment used or held for use by the Seller under the Equipment Leases; (d) all patents, patent disclosures, trademarks, service marks, trade dress, logos, trade names, domain names, copyrights and mask works, and all registrations, applications and associated good will for each of the foregoing, owned by the Seller, including those listed on SCHEDULE 4.15, and all computer software (including source and object codes), computer programs, computer data bases and related documentation and materials, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", and other intellectual real property rights (in whatever form or medium) owned by the Seller (collectively, the "INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio; (e) to the extent legally assignable, all Permits held by the Seller; (f) all claims, deposits (including, without limitation, deposits leaseholds, licenses, rights-of-way, easements, and other interests of every kind and description in and to real property), buildings, transmitters, antennae, transmitting towers, fixtures and improvements used or held by for use, or to be used or held for use, in the landlord pursuant to operation of the lease for Station, including, without limitation, the Leased Real Property and any additions and improvements thereto or between the date of this Agreement and the Closing Date (collectively, the "Real Property"), prepaymentsand any option, prepaid assets, causes of action, rights of recovery, rights of set off, rights of recoupment and attorney-client, work product and other legal privileges (to the extent relating to any of the Purchased Assets right or Assumed Liabilities) of the Seller, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to purchase, lease or occupy any Assumed Liability or any casualty affecting any of the Purchased AssetsReal Property; (gc) All machinery, electrical devices, cables, tools, hardware, equipment (including computers and office equipment), broadcast equipment, supplies, inventory (including all booksprograms, records, ledgerstapes, filesrecordings, documentsdigital video discs, correspondencecompact discs, listscassettes, platsspare parts and equipment), drawings, creative materialsmotor vehicles, advertising and promotional materials, engineering plans, records and data, furniture and other personal property owned by the Seller or any of its Subsidiaries on the date of this Agreement, used or useful in the operation of or relating to the operation of the Station, including, without limitation, the Personal Property and any option, right or contract to purchase, lease or use any of the foregoing, but excluding any modification, deletion, replacement or improvement thereto made or acquired by the Optionee, or disposed of by the Seller or any of its Subsidiaries or the Optionee, between the date of this Agreement and the Closing Date in accordance with the terms of this Agreement or the Optionee LMA or disposed or used up by the Optionee under the Optionee LMA; (d) The Station Intellectual Property, including, without limitation, the right to use the trade name "KAZA", but excluding all accounting and payroll software; (i) All Station Agreements and (ii) any other contract, agreement or understanding (evidenced in writing) entered into by the Seller or any of its Subsidiaries in respect of the Station, the Business or the Purchased Assets which is entered into after the date of this Agreement consistent with the provisions of Section 6.3 (other than any Prohibited Contract not agreed to in writing by the Optionee) or by or at the direction of the Optionee in accordance with the terms of the Optionee LMA; (f) All advertising customer lists, mailing lists, used or useful in the operation of or relating to the Station; (g) Any rights, claims or causes of action of the Seller and its Subsidiaries against third parties arising under warranties from manufacturers, vendors and others in connection with the Purchased Assets or the Station; (h) All jingles, slogans, commercials and other promotional materials used or useful in the operation of or relating to the Station; (i) All books and records of the Seller and its Subsidiaries primarily relating to the rights, assets, properties and operations of the Station or the Purchased Assets including, without limitation, all files, logs, programming information and studies, technical information and engineering data, news and advertising studies or consulting reports and sales correspondence relating primarily to the Station or the Purchased Assets, but excluding any and all books and records relating to Taxes and any and all books and records (including computer programs) relating to a business of the Seller or any of its Subsidiaries unrelated to the Purchased Assets or the Station; and (j) All other printed assets or written materials properties not referred to above, which are used or held for use by primarily in connection with the Seller; (h) operation of the real property leased Station or the Purchased Assets and are reflected on the Balance Sheet or acquired by the Seller pursuant or any of its Subsidiaries in the ordinary course of the Business after the Balance Sheet Date but prior to the lease agreement set forth on SCHEDULE 4.11 to this Agreement andClosing Date, to the extent covered by the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectively, the "LEASED REAL PROPERTY"); except (i) cash any such assets or properties disposed of after the Balance Sheet Date in the ordinary course of the Seller Business consistent with the terms of this Agreement and the Optionee LMA and (including for this purpose all collected funds received in bank accounts owned by the Seller through 12:01 A.M., Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00); (j) prepayments made by Seller for items set forth on SCHEDULE 2.1(J) to this Agreement; and (kii) the extranet currently under development by Aztec ConsultingExcluded Assets.

Purchase and Sale of Purchased Assets. Subject Sellers shall sell, transfer, convey, assign and deliver to the provisions of Sections 2.2 Purchaser, and 6.2Purchaser shall purchase from Sellers, at the Closing the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser(as defined in Section 3.01), all of Sellers' right, title and interest in and to all of the assets, properties and rights and properties that are owned by the Sellerof Sellers, wherever such assets, rights or properties are located and whether or not such assets, rights carried or properties are reflected on the Interim Balance Sheet books and records of Sellers and whether or not carried in the name of any Seller, in existence as of the Closing Date (collectivelyas defined in Section 3.01), including, but not limited to, the "PURCHASED ASSETS")following, listed below in this Section 2.1but excluding, however, in each case the assets, properties and rights defined in Section 1.02 as the same exist as of the Closing Date"Excluded Assets": (a) except as otherwise set forth in Attachment 1 to the Bill xx Sale attached as Exhibit 1.01(a), all of Seller's work Sellers' right, title and interest in progress from and after May 1to any furniture, 2000fixtures, which shall include commitments for forward advertising andmotor vehicles, pharmaceutical and other equipment, computers and computer software (including, but not limited to, all computer software owned by Sellers and used at the Excluded Facilities or any other location), machinery, samples, models, pharmaceutical and other supplies, packaging, sales and product literature, work-in-process and other tangible personal property owned by Sellers, whether in the aggregatepossession of any Seller, total at least $22,000 as listed on SCHEDULE 2.1(A) a sales representative or any other person (collectively, excluding the items described in Section 1.02(b), the "WORK IN PROGRESSPersonal Property"); (b) all contractsof Sellers' Inventory (as defined in Section 10.17), agreements, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals and commitments to which the Seller is a party, including those listed on SCHEDULE 4.11 and including any confidentiality agreements between the Seller and any prospective purchaser of all or any portion of the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller (collectively, the "CONTRACTS")wherever located; (c) all machineryexcept as otherwise stated herein, equipment, computers and computer hardware, spare parts, furniture and fixtures owned by the Seller, and all of Sellers' rights under (i) the interest leases for any of Sellers' facilities (other than those relating to the Seller Excluded Facilities referred to in Section 1.02(a)), including, but not limited to, all rights of Sellers with respect to any rental deposits for any of such facilities (other than the machinery Excluded Facilities), (ii) any payor/provider agreements and equipment used or held for use by (iii) any other Contracts (as defined in Section 10.17) to which any of Sellers is a party (other than Contracts relating solely to the Seller under Excluded Assets) (the Equipment Leasesleases, agreements and other Contracts described in clauses (i), (ii) and (iii), excluding those referred to in Section 1.02(g), being referred to collectively as the "Assigned Contracts"); (d) all patentslicenses, patent disclosuresrights and Approvals granted by legal bodies to Sellers, trademarksto the extent assignable, service marks, trade dress, logos, trade names, domain names, copyrights and mask works, and all registrations, applications and associated good will for each of the foregoing, owned by the Seller, including those listed on SCHEDULE 4.15, and all computer software (including source and object codes), computer programs, computer data bases and related documentation and materials, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", and other intellectual property rights (in whatever form or medium) owned by the Seller (collectively, the "INTELLECTUAL PROPERTYLicenses"), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio; (e) to the extent legally assignable, all Permits held by the Sellerof Sellers' Proprietary Rights (as defined in Section 10.17); (f) all claims, deposits (including, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepayments, prepaid assets, causes of action, rights of recoverySellers to use their present telephone and telefax numbers, rights of set off, rights of recoupment and attorney-client, work product and other legal privileges (to the extent relating to any of the Purchased Assets or Assumed Liabilities) of the Seller, including all rights of the Seller under any property, casualty, workers' compensation "yellow page" or other insurance policy or related insurance services contract to the extent such advertising rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assetsin connection therewith; (g) all booksof Sellers' rights in and to (i) any insurance proceeds arising from any casualty after the Closing Date to the assets being purchased pursuant to this Agreement; (ii) any manufacturer's warranties relating to the Inventory; (iii) security deposits, records, ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports prepaid expenses and other printed or written materials used or held for use by similar deposits, other than any thereof relating to the SellerExcluded Facilities; (iv) prepayments and similar items; and (v) vendor lists (collectively, the "Other Assets"); (h) the real property leased by the Seller pursuant to the lease agreement set forth on SCHEDULE 4.11 to this Agreement andall prescription records, to the extent covered by the lease relating to such leased real propertymedical records and patient files (including, but not limited to, all fixtures, machinery, installations, equipment, leasehold improvements data and other property attached thereto or located thereon information, wherever located, concerning customers, patients, payors and referral sources) (collectively, the "LEASED REAL PROPERTYMedical Records");; and (i) cash subject to Section 1.02(l), all books, records, books of the Seller account, computer records, documents and related information (including for but not limited to files, lists, marketing literature, blueprints, plans, specifications and drawings), wherever located, regarding Sellers' Personal Property, Inventory, Receivables, Assigned Contracts, Licenses, Proprietary Rights, Other Assets and Medical Records, other than those specifically relating solely to the Excluded Facilities or the other Excluded Assets (each as defined in Section 1.02) (collectively, the "HMI Records"). The assets being purchased from Sellers are sometimes referred to as the "Purchased Assets." To the extent that any assets, property or rights of Sellers are intended to be transferred to Purchaser pursuant to the general language of this purpose all collected funds received in bank accounts owned by the Seller through 12:01 A.M., Boston, Massachusetts time, Agreement but do not appear on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00); (j) prepayments made by Seller for items set forth on SCHEDULE 2.1(J) applicable Schedules or Exhibits to this Agreement; and (k) , the extranet currently under development by Aztec Consultinggeneral language shall govern and such assets, property and rights shall nonetheless be deemed transferred to Purchaser.

Purchase and Sale of Purchased Assets. Subject to the provisions of Sections 2.2 terms and 6.2conditions set forth herein, at the Closing the Purchaser will purchase from the SellerClosing, and the Seller will Sellers shall sell, assign, transfer, assign, convey and deliver to the PurchaserBuyer, and Buyer shall purchase from Sellers, free and clear of any Encumbrances other than Permitted Encumbrances, all of Sellers’ right, title and interest in in, to and to under all of the assets, properties and rights of every kind and properties that are owned by the Sellernature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever such assets, rights or properties are located and whether now existing or not such assetshereafter acquired (other than the Excluded Assets), rights which relate to, or properties are reflected on used or held for use in connection with, the Interim Balance Sheet Business (collectively, the "PURCHASED ASSETS"“Purchased Assets”), listed below in this Section 2.1including, in each case as without limitation, the same exist as of the Closing Datefollowing: (a) all of Seller's Petroleum Products Inventory, other inventory (including tank bottoms and line fill), finished goods, raw materials, work in progress from progress, packaging, supplies, parts and after May 1, 2000, which shall include commitments for forward advertising and, in the aggregate, total at least $22,000 as listed on SCHEDULE 2.1(A) other inventories (collectively, the "WORK IN PROGRESS"“Inventory”); (b) all Contracts, including Leases and Intellectual Property Agreements, wholesale contracts, agreements, letter retail contracts, purchase orderscommercial bid contracts or awards, delivery ordersother revenue producing oil sales agreements and natural gas contracts relating to the Business, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals and commitments to which the Seller is a party, including those listed in each case as set forth on SCHEDULE 4.11 and including any confidentiality agreements between the Seller and any prospective purchaser of all or any portion Section 2.01(b) of the Seller's stock or assets, all unfilled orders for Disclosure Schedules (the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller (collectively, the "CONTRACTS"“Assigned Contracts”); (c) all machinery, equipment, computers and computer hardware, spare parts, furniture and fixtures owned by the Seller, and all of the interest of the Seller in the machinery and equipment used or held for use by the Seller under the Equipment LeasesIntellectual Property Assets; (d) all patentsfurniture, patent disclosuresfixtures, trademarksequipment, service marksmachinery, trade dresstools, logosvehicles, trade namesoffice equipment, domain namessupplies, copyrights and mask workscomputers, and all registrationstelephones, applications and associated good will for each of the foregoinglaboratory equipment, owned by the Seller, including those listed on SCHEDULE 4.15, and all computer software (including source and object codes), computer programs, computer data bases and related documentation and materials, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", spare parts and other intellectual tangible personal property rights (in whatever form or medium) owned by the Seller (collectively, the "INTELLECTUAL PROPERTY"“Tangible Personal Property”), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio; (e) to the extent legally assignable, all Permits held by the SellerOwned Real Property and Leased Real Property; (f) all claimsPermits, deposits (including Environmental Permits, which are held by Sellers and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepayments, prepaid assets, causes of action, rights of recovery, rights of set off, rights of recoupment those listed on Section 4.14 and attorney-client, work product and other legal privileges (to the extent relating to any of the Purchased Assets or Assumed LiabilitiesSection 4.15(b) of the SellerDisclosure Schedules, including all rights of the Seller under but excluding any property, casualty, workers' compensation Permits which may not be sold or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assetstransferred; (g) all booksrights to any Actions of any nature available to or being pursued by Sellers to the extent related to the Business, recordsthe Purchased Assets or the Assumed Liabilities, ledgerswhether arising by way of counterclaim or otherwise, files, documents, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports and other printed except for those rights related to the Excluded Assets or written materials used or held for use by the SellerExcluded Liabilities; (h) the real property leased by the Seller pursuant to the lease agreement set forth on SCHEDULE 4.11 to this Agreement andall of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent covered by related to any Purchased Assets, except for those rights related to the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto Excluded Assets or located thereon (collectively, the "LEASED REAL PROPERTY")Excluded Liabilities; (i) cash of all insurance benefits, including rights and proceeds, arising from or relating to the Seller (including Business, the Purchased Assets or the Assumed Liabilities, except for this purpose all collected funds received in bank accounts owned by those rights related to the Seller through 12:01 A.M., Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00)Excluded Assets or Excluded Liabilities; (j) prepayments made by 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; provided, however, that the foregoing shall exclude (i) all emails of any shareholder of any Seller stored on a Seller’s network or server(s) that are not necessary to the operation of the Business and (ii) any information or other personal files contained on the p: drive of any shareholder of any Seller on any Seller’s network or server(s) that are not necessary for items set forth on SCHEDULE 2.1(J) to this Agreementthe operation of the Business (“Books and Records”); and (k) all goodwill and the extranet currently under development by Aztec Consultinggoing concern value of the Business.

Purchase and Sale of Purchased Assets. Subject Upon the terms and subject to the provisions conditions of Sections 2.2 and 6.2this Agreement, at on the Closing the Purchaser will purchase from the SellerDate, and the Seller will shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the Purchaserassets, properties and business (excepting only the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, owned or held by Seller and used primarily in the operation of the Station as the same shall exist on the Closing Date (herein collectively called the "Purchased Assets"), including, without limitation, all right, title and interest in of Seller in, to and to all of the assets, rights and properties that are owned by the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on the Interim Balance Sheet (collectively, the "PURCHASED ASSETS"), listed below in this Section 2.1, in each case as the same exist as of the Closing Dateunder: (a) The broadcast licenses for the Station including all of Seller's work in progress from auxiliary, earth station and after May 1, 2000, which shall include commitments for forward advertising and, in translator licenses and the aggregate, total at least $22,000 as listed on SCHEDULE 2.1(A) right to use the call letters "KSTW" issued by the Federal Communications Commission (collectively, the "WORK IN PROGRESSFCC")) and all other assignable Governmental Permits listed in Schedule 2.8; (b) all contractsAll real property and interests in real property, agreementsincluding fee estates, letter contractsleaseholds and subleaseholds, purchase ordersoptions, delivery orders, task orders, teaming agreements, leaseseasements, licenses, instrumentsrights to access and rights of way, guarantiesand all buildings, bidsfixtures and other improvements thereon, proposals and commitments to any other real property interests which are used in the Seller is a partybusiness or operations of the Station, including those listed on SCHEDULE 4.11 and including together with any confidentiality agreements additions thereto between the Seller date of this Agreement and any prospective purchaser of all or any portion of the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller Closing Date (collectively, the "CONTRACTSReal Property"); (c) all All machinery, equipment (including computers and office equipment), auxiliary and translator facilities, transmitting towers, transmitters, broadcast equipment, computers antennas, supplies, inventory (including all films, programs, records, tapes, recordings, compact discs, cassettes and computer hardware, spare parts), advertising and promotional materials, engineering plans, records and data, vehicles, furniture and fixtures other tangible personal property owned or leased by Seller used in or relating to the SellerStation, and all of including without limitation, the interest of items listed or referred to in Schedule 2.12 (the Seller in the machinery and equipment used or held for use by the Seller under the Equipment Leases"Tangible Personal Property"); (d) all patentsThe trademarks, patent disclosures, trademarkstrade names, service marks, trade dress, logos, trade service names, domain namesjingles, licenses and copyrights and mask works, other similar intangible property rights and interests (and all registrationsgoodwill associated therewith), applications and associated good will for each of the foregoingregistered or unregistered, owned by Seller relating solely to the Seller, including those listed on SCHEDULE 4.15, and all computer software (including source and object codes), computer programs, computer data bases and related documentation and materials, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information)Station, and the name "Chili Pepper", applications for registration thereof and other intellectual property rights (in whatever form or medium) owned by the Seller (collectively, the "INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that the person(s) responsible for creating licenses relating to any of the foregoing worksincluding, including Xxxxxx and/or any Seller Employeeswithout limitation, may claim credit for creating such works on their resume or the items listed in their portfolioSchedule 2.14 (the "Intangibles"), except that the Intangibles shall not include those intangible rights and interests specified in Section 1.2(g).; (ei) All contracts of Seller for the sale of broadcast time for advertising or other purposes made in the ordinary course of business and consistent with past practice, (ii) the contracts, agreements or understandings listed or described in Schedule 2.19, except for those contracts listed on Schedule 2.19 that are designated by Buyer as contracts not to be assumed by Buyer at Closing, and (iii) any other contract, agreement or understanding (evidenced in writing) entered into by Seller in respect of the extent legally assignableStation which (A) is of the general nature described in subsection (a) (ii), all Permits held (iii) and (vii) of Section 2.19 but which, by virtue of its specific terms, is not required to be listed in Schedule 2.19 or (B) is entered into after the Sellerdate hereof consistent with the provisions of Section 4.4 of this Agreement (the "Assumed Contracts"); (f) all claimsAll of Seller's rights, deposits (including, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepayments, prepaid assets, claims or causes of actionaction against third parties arising under warranties from manufacturers, rights of recovery, rights of set off, rights of recoupment vendors and attorney-client, work product and other legal privileges (to the extent relating to any of the Purchased Assets or Assumed Liabilities) of the Seller, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of others in connection with the Purchased Assets; (g) all booksThe use of the Station's current public telephone numbers, records, ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising if practicable and promotional materials, studies, reports and other printed or written materials used or held for use permitted by the Sellerapplicable telephone company; (h) All prepaid rentals and other prepaid expenses (except for prepaid insurance) arising from payments made by Seller in the real property leased by ordinary course of the Seller pursuant operation of the Station prior to the lease agreement set forth on SCHEDULE 4.11 to this Agreement and, to Closing Date for goods or services where such goods or services have not been received at the extent covered by the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectively, the "LEASED REAL PROPERTY")Closing Date; (i) cash All commercials and other promotional materials used solely in the operation of the Seller (including for this purpose all collected funds received in bank accounts owned by the Seller through 12:01 A.M., Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00);Station; and (j) prepayments made by All books and records of the Station, including, without limitation, all files, logs, programming information and studies, technical information and engineering data, news and advertising studies, consulting reports and sales correspondence, and all files required to be kept at the Station pursuant to the rules and regulations of the FCC, but excluding any books and records relating to a business of Seller for items set forth on SCHEDULE 2.1(J) unrelated to this Agreement; and (k) the extranet currently under development by Aztec ConsultingStation and excluding any computer records, software and hardware listed in Schedule 1.2(k).

Purchase and Sale of Purchased Assets. Subject to the provisions of Sections 2.2 and 6.2, at On the Closing the Purchaser will purchase from the Date, Seller, CNS and the Seller will sell, DCS shall sell transfer, assign, convey and deliver to the PurchaserBuyer, and Buyer shall purchase from Seller, CNS and DCS free and clear of all Encumbrances (except for Permitted Encumbrances) all of Seller, CNS and DCS’s right, title and interest in in, to and to all of under the assets, rights properties and properties that are business (excepting only the Excluded Assets) of every kind and description relating exclusively to the Business (and only the Business), wherever located, real, personal or mixed, tangible or intangible, owned or held by the Seller, wherever such assetsCNS or DCS as the same shall exist on the Closing Date (referred to as the “Purchased Assets”), rights or properties are located and whether or not such assets, rights or properties are including the following: (a) All of the assets reflected on the Interim pro forma, internally prepared balance sheet of the Business (the “Balance Sheet”) for the period ended April 30, 2015 (the “Balance Sheet (collectively, Date”) in the "PURCHASED ASSETS"Financial Statements as set forth on Schedule 3.4(a), listed below except (i) Excluded Assets, (ii) immaterial amounts of personal property disposed of in this Section 2.1the ordinary course of the Business after the Balance Sheet Date, and (iii) inventory, and accounts receivable disposed of or converted into cash after the Balance Sheet Date in each case as the same exist ordinary course of the Business (b) All accounts receivable generated by the Business as of the Closing Date: (a) all of Seller's work in progress from and after May 1, 2000, which shall include commitments for forward advertising and, in the aggregate, total at least $22,000 as listed on SCHEDULE 2.1(A) (collectively, the "WORK IN PROGRESS"); (b) all contracts, agreements, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals and commitments to which the Seller is a party, including those listed on SCHEDULE 4.11 and including any confidentiality agreements between the Seller and any prospective purchaser of all or any portion of the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller (collectively, the "CONTRACTS"); (c) all machineryAll raw materials, equipmentsupplies, computers and computer hardwarework-in-process, spare parts, furniture and fixtures owned by the Sellerfinished goods, and all other materials included in the inventory of the interest of the Seller in the machinery and equipment used or held for use by the Seller under the Equipment LeasesBusiness; (d) all patents, patent disclosures, trademarks, service marks, trade dress, logos, trade names, domain names, copyrights and mask works, and all registrations, applications and associated good will for each of the foregoing, owned by the Seller, including those The Leases listed on SCHEDULE 4.15, and all computer software (including source and object codesin Schedule 2.1(d), computer programs, computer data bases and related documentation and materials, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", and other intellectual property rights (in whatever form or medium) owned by the Seller (collectively, the "INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio; (e) to the extent legally assignable, all Permits held by the SellerThe Owned Real Property listed in Schedule 3.9(a); (f) all claimsThe machinery, deposits (includingequipment, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepayments, prepaid assets, causes of action, rights of recovery, rights of set off, rights of recoupment and attorney-client, work product furniture and other legal privileges (personal property listed or referred to the extent relating to any of the Purchased Assets or Assumed Liabilities) of the Seller, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assetsin Schedule 2.1(f); (g) all books, records, ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports and other printed or written materials used or held for use by the SellerThe personal property leases listed in Schedule 2.1(g); (h) Seller’s Intellectual Property and the real property leased by the Seller pursuant to the lease agreement set forth on SCHEDULE 4.11 to this Agreement and, to the extent covered by the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectively, the "LEASED REAL PROPERTY"Software listed in Schedule 2.1(h); (i) cash of All Trade Secrets used exclusively in the Seller (including for this purpose all collected funds received in bank accounts owned by the Seller through 12:01 A.M., Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00)Business; (j) prepayments made The Business Agreements listed in Schedule 2.1(j); (k) All books, records, or information (including all data and other information stored on discs, tapes or other media) of Seller, CNS and DCS relating to the assets, properties and operations of the Business, including client and customer lists, referral sources, production reports, service and warranty records relating to the Purchased Assets, equipment logs, operating guides and manuals, promotional materials, and other similar documents and records and all personnel records, other than such books, records and information to the extent relating to the Excluded Assets; (l) Each of the publications referred to in Schedule 2.1(l) and all of Seller, CNS and DCS’s rights to prepare, publish, sell and distribute such publications and any other publications, extensions (including websites) or spin offs derived from such publications or related thereto in all languages (collectively, the “Publications”); (m) All inventories of back and current issues of the Publications; editorial material, work in process, finished goods, manuscripts, notes and drafts, graphic artwork, cuts, photographs and negatives owned by Seller for items set forth on SCHEDULE 2.1(JSeller, CNS and DCS to the extent they relate to the Publications; promotional materials, inserts, and direct mail materials owned by Seller, CNS and DCS to the extent they relate to the Publications; stationery, supplies, purchase orders, forms, labels, shipping materials and catalogs owned by Seller, CNS and DCS to the extent they relate to the Publications; (n) All circulation, delivery and mailing lists and carrier routes maintained by Seller, CNS and DCS to this Agreementthe extent they relate to any of the Publications, all data related to such lists, all circulation readership studies, audience surveys and research owned by Seller, CNS and DCS, and all other mailing lists, together with all records, reports and tapes of computer data owned by Seller, CNS and DCS, in each case to the extent they relate to any of the Publications; (o) All of the advertising contracts, space reservations and insertion orders to the extent they relate to the placement of advertising in any of the Publications with respect to all dates occurring after the Closing Date; (p) All subscriptions and orders to the extent they relate to any of the Publications; (q) All film negatives, disks, art files (including electronic files) and designs used exclusively in the Business, other than such film negatives, disks, art files (including electronic files) and designs to the extent relating to the Excluded Assets; and (kr) All of Seller, CNS and DCS’s goodwill in and going concern value of the extranet currently under development by Aztec ConsultingBusiness.

Purchase and Sale of Purchased Assets. Subject On the terms and subject to the provisions conditions of Sections 2.2 and 6.2this Agreement, at the Closing the Purchaser will purchase from the SellerClosing, and the Seller will shall sell, transfer, assign, convey and deliver to the PurchaserBuyer, and the Buyer shall purchase from the Seller, free and clear of all Encumbrances (except for Permitted Encumbrances and Assumed Liabilities), all of Seller’s right, title and interest in in, to and to under substantially all of the assets, properties, rights and properties that are owned by business of the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on the Interim Balance Sheet (collectively, the "PURCHASED ASSETS"), listed below in this Section 2.1, in each case as the same exist Seller as of the Closing Date:(excepting only the Excluded Assets), and including the following (herein collectively referred to as the “Purchased Assets”): (a) (x) The Seller FCC Authorizations, including those listed on Schedule 3.4(a) and the call signs KMSS-TV, KPEJ-TV and KLJB, and (y) all of Seller's work in progress from other assignable Governmental Permits, and after May 1, 2000, which shall include commitments for forward advertising andincluding, in each case, any applications therefor and renewals or modifications thereof between the aggregate, total at least $22,000 as listed on SCHEDULE 2.1(A) (collectively, the "WORK IN PROGRESS")date hereof and Closing; (b) all contractsAll machinery, agreementsequipment, letter contractsauxiliary and translator facilities, purchase orderstransmitting towers, delivery orderstransmitters, task ordersbroadcast equipment, teaming agreementsantennae, leasescables, licensessupplies, instrumentsvehicles, guarantiesfurniture, bidsfixtures, proposals appliances, servers, traffic systems, graphic systems, audio boards, switchers, radar systems, microwaves, transponders, relays, backup generators, computers, computer hardware and commitments to which the Seller is a partyperipherals, information technology infrastructure, telephone systems, office equipment, cameras, production and news operation equipment, inventory, leasehold improvements, spare parts and other tangible personal property of every kind and description, including those listed the personal property set forth on SCHEDULE 4.11 and including Schedule 2.1(b) (except for any confidentiality agreements retirements or dispositions of such scheduled personal property made between the Seller date hereof and any prospective purchaser of all Closing in accordance with Section 5.4 or any portion tangible property located at the Seller’s corporate offices in Los Angeles and Houston that are not used in or relevant to the operation of the Seller's stock or assetsStations) (“Tangible Personal Property”), together with all unfilled orders for rights against the purchase manufacturers and/or suppliers of goods or services by any of the Seller and all unfilled orders for the sale of goods or services by the Seller (collectively, the "CONTRACTS")foregoing; (c) all machineryOther than the Nexstar Claims, equipment, computers and computer hardware, spare parts, furniture and fixtures owned by the Seller, and all Causes of the interest Action of the Seller in the machinery and equipment used or held for use its estate or that could be asserted by the Seller under or its estate, relating to or arising out of the Equipment LeasesPurchased Assets or the Assumed Liabilities, including rights against counterparties to the Assumed Contracts, the manufacturers and/or suppliers of Tangible Personal Property or other third parties that are or were vendors, services providers or employees of the Business; (d) all patents, patent disclosures, trademarks, service marks, trade dress, logos, trade names, domain names, copyrights All books and mask works, and all registrations, applications and associated good will for each of records in any form or media to the foregoing, owned by extent related to the SellerBusiness, including those listed on SCHEDULE 4.15(i) all files, documents, records, books of account, logs, programming information and all computer software (including source studies, technical information and object codes), computer programs, computer data bases and related documentation and materialsengineering files, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designsblueprints, plansschematics, proposals news and technical data, financialadvertising studies or consulting reports, marketing and business demographic data, customer lists, credit and pricing and cost information)sales reports, personnel files, and sales correspondence to the name "Chili Pepper"extent relating to the Business, but excluding records to the extent relating to Excluded Assets, and (ii) the public and political files of the Stations and those papers, logs, files and other intellectual property rights (records of Seller maintained in whatever form connection with or medium) owned for compliance by the Seller (collectivelyStations with all applicable rules, the "INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that the person(s) responsible for creating any regulations and policies of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolioFCC; (e) to All cash or cash equivalents (including any marketable securities or certificates of deposit) of the extent legally assignable, all Permits held by Seller as of the SellerClosing other than the Wind Down Amount; (f) All accounts receivable (whether billed or unbilled), rebates, notes, chattel paper, and negotiable instruments of Seller for the period before the Closing; (g) All reimbursements arising from the FCC repacking process for the period prior to the Closing; (h) All rights with respect to all claims, deposits (including, without limitation, including customer deposits held by the landlord pursuant to the lease for the Leased Real Propertyand security deposits), prepayments, prepaid assetsadvances, causes of actionpre-paid expenses or premiums, rights of recoveryvendor rebates, rights of set offreimbursements, rights of recoupment and attorney-clientrefunds, work product credits, and other legal privileges (refunds of every kind and nature to the extent relating related to any the Business (which, for the avoidance of doubt, does not include (i) retainers and advances held by the Seller’s legal counsel for the Bankruptcy Case, or (ii) the assets set forth in clause (B) of the definition of Nexstar Claims ; (i) All Insurance Policies to the extent transferable, together with all rights to insurance proceeds, reserves, rights, benefits or claims of Seller under the Insurance Policies maintained by Seller in connection with or for the benefit of the Purchased Assets or Assumed Liabilities) of the Seller, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assets; (g) all books, records, ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports and other printed or written materials used or held for use by the Seller; (h) the real property leased by the Seller pursuant to the lease agreement set forth on SCHEDULE 4.11 to this Agreement and, to the extent covered by the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectively, the "LEASED REAL PROPERTY"); (i) cash of the Seller (including for this purpose all collected funds received in bank accounts owned by the Seller through 12:01 A.M., Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00)Business; (j) prepayments made by Seller The Contracts and Real Property Leases listed on Schedule 2.1(j) as such schedule may be modified pursuant to Section 5.7 (the “Assumed Contracts”); (k) All Intellectual Property other than the Retained Names and Marks; (l) Refunds, credits and rebates of Taxes or prepayment of Taxes arising for items periods prior to the Closing, including, but not limited to, as set forth on SCHEDULE 2.1(JSchedule 2.1(l); (m) All amounts payable to this Agreementthe Seller, if any, from the United States Copyright Office or such arbitration panels as may be appointed by the United States Copyright Office to the extent related to the Business; and (kn) the extranet currently under development by Aztec ConsultingAll other assets set forth on Schedule 2.1(n).

Purchase and Sale of Purchased Assets. Subject to the provisions terms and conditions of Sections 2.2 this Agreement, and 6.2in reliance upon the representations and warranties contained herein, at the Closing (as hereinafter defined) the Purchaser will shall purchase from the SellerCompany, and the Seller will Company shall sell, convey, transfer, assign, convey assign and deliver to the Purchaser, free and clear of all rightliens, title security interests, mortgages, encumbrances and interest in and to restrictions of every kind (collectively, “Liens”), all of the assets, rights Company’s assets and properties that are owned by the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on the Interim Balance Sheet of every kind (collectively, the "PURCHASED ASSETS"“Purchased Assets”), listed below in this Section 2.1, in each case as including without limitation the same exist as of the Closing Datefollowing: (a) all of Seller's work in progress from and after May 1, 2000, which shall include commitments for forward advertising and, in the aggregate, total at least $22,000 as listed on SCHEDULE 2.1(A) (collectively, the "WORK IN PROGRESS")accounts receivable; (b) all contracts, agreements, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals and commitments to which the Seller is a partytangible assets, including those listed on SCHEDULE 4.11 without limitation all equipment, machinery, computers and including any confidentiality agreements between the Seller servers, information technology and any prospective purchaser of all or any portion of the Seller's stock or assetstelecommunications equipment, all unfilled orders for the purchase of goods or services by the Seller furniture and all unfilled orders for the sale of goods or services by the Seller (collectivelyoffice equipment, the "CONTRACTS")and vehicles; (c) all machineryinventories, equipmentincluding without limitation all finished goods, computers work in process, raw materials, processing materials, purchased parts and computer hardware, spare parts, furniture and fixtures owned by the Seller, and all of the interest of the Seller in the machinery and equipment used or held for use by the Seller under the Equipment Leasessupplies; (d) all patents, patent disclosures, trademarks, service marks, trade dress, logos, trade names, domain names, copyrights and mask works, and all registrations, applications and associated good will for each of the foregoing, owned by the Seller, including those listed on SCHEDULE 4.15, and all computer software (including source and object codes), computer programs, computer data bases and related documentation and materials, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", and other intellectual property rights (in whatever form or medium) owned by the Seller (collectively, the "INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolioCompany Intellectual Property; (e) to the extent legally assignableall rights under all contracts, all Permits held by the Selleragreements, leases, licenses and other arrangements listed on Schedule 1.3(a); (f) all claimspermits, deposits (includingauthorizations, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepayments, prepaid assets, causes of action, rights of recovery, rights of set off, rights of recoupment franchises and attorney-client, work product and other legal privileges (to the extent relating to any of the Purchased Assets or Assumed Liabilities) of the Seller, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assetscertifications; (g) all bookssale orders, recordscustomer orders, ledgersopen bids, fileswarranties, documentsprepaid expenses, correspondencedeposits, lists, plats, drawings, creative materials, advertising retentions and promotional materials, studies, reports and other printed or written materials used or held for use by the Sellerrefunds; (h) the real property leased by the Seller pursuant to the lease agreement set forth on SCHEDULE 4.11 to this Agreement andoriginals or duplicate copies of all Company data and information (whether in paper or electronic format or any other medium) including without limitation all books and records (copies only), to the extent covered by the lease relating to such leased real technical data, financial, accounting and operating data, payroll and personnel records, marketing, sales and promotional data, advertising materials, credit information, cost and pricing information, customer, supplier and service provider lists, business plans, projections, reference catalogs, and other similar property, all fixtures, machinery, installations, equipment, leasehold improvements rights and other property attached thereto or located thereon (collectively, the "LEASED REAL PROPERTY")information; (i) cash all claims, causes of action and rights of the Seller Company against any Person, whether matured or unmatured, direct or indirect, known or unknown, or absolute or contingent; and (including for j) all goodwill associated with the Company, the Business and/or the Purchased Assets. Nothing in this purpose all collected funds received Agreement nor the consummation of the Transactions shall be construed as an attempt or agreement to assign any Purchased Asset which by its terms or by any Legal Requirement is non-assignable without the consent of a third party or a Governmental Authority or is cancelable by a third party or a Governmental Authority in bank accounts owned the event of an assignment or purported assignment (“Non-Assignable Assets”) unless and until such consent shall have been obtained. To the extent permitted by applicable Legal Requirements, in the event consents to the assignment of a Purchased Asset cannot be obtained, such Non-Assignable Assets shall not be assigned and transferred by the Seller through 12:01 A.M.Company to the Purchaser at the Closing and instead shall be held, Bostonas of and from the Closing Date, Massachusetts timeby the Company in trust for the Purchaser. As of and from the Closing Date, on the covenants and obligations thereunder shall be performed by the Purchaser in the Company’s name and all benefits and obligations existing thereunder shall be for Purchaser’s account. The Company shall take or cause to be taken at the Purchaser’s expense such actions in the Company’s name or otherwise as the Purchaser may reasonably request so as to provide the Purchaser with the benefits of the Non-Assignable Assets (provided, that the Company shall not be required to incur any material costs or agree to any material undertakings therewith) and to effect collection of money or other consideration that becomes due and payable under the Non- Assignable Assets. The Company shall promptly pay over to the Purchaser all money or other consideration received by the Company after the Closing Date in an amount not less than Twentyrespect of all Non-Two Thousand Dollars ($22,000.00); (j) prepayments made Assignable Assets. As of and from the Closing Date, the Company authorizes the Purchaser, to the extent permitted by Seller for items set forth on SCHEDULE 2.1(J) applicable Legal Requirements and the terms of the Non-Assignable Assets, at the Purchaser’s expense, to this Agreement; and (k) perform all the extranet currently obligations and receive all the benefits of the Company under development by Aztec Consultingthe Non-Assignable Assets.

Purchase and Sale of Purchased Assets. Subject On the terms and subject to the provisions of Sections 2.2 and 6.2conditions hereof, at the Closing (as defined below), except as set forth in Section 1.2 and Section 1.3, Seller shall and shall cause the Purchaser will purchase from the Seller, and the Seller will High Plains Entities to sell, assign, transfer, assign, convey and deliver to Buyer, in each case free and clear of all Liens (as defined below) other than Permitted Liens (as defined below), and Buyer shall purchase and acquire from Seller and the PurchaserHigh Plains Entities, all right, title and interest of Seller and the High Plains Entities in and to all of the assets, properties and rights of Seller and properties the High Plains Entities, real and personal, tangible and intangible, that are owned by exclusively or primarily used or exclusively or primarily held for use in the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on Business (as defined below) (the Interim Balance Sheet (collectively, the "PURCHASED ASSETS"“Purchased Assets”), listed below in this Section 2.1, in each case as including the same exist as of the Closing Datefollowing: (a) all of Seller's work in progress from licenses, permits and after May 1other authorizations issued to the FCC Licensees by the FCC with respect to the Stations (the “FCC Licenses”), 2000and all licenses, which shall include commitments for forward advertising andpermits and authorizations issued by any Governmental Entity (as defined below) other than the FCC applicable to the Business, in including those described on Schedule 1.1(a), and including any applications therefor and renewals or modifications thereof between the aggregate, total at least $22,000 as listed on SCHEDULE 2.1(A) (collectively, the "WORK IN PROGRESS")date hereof and Closing; (b) all contractsof Seller’s and the High Plains Entities’ equipment, agreementstransmitters, letter contractsantennas, purchase orderscables, delivery orderstowers, task ordersvehicles, teaming agreementsfurniture, leasesfixtures, licensesservers, instrumentstraffic systems, guarantiesgraphic systems, bidsaudio boards, proposals switchers, back-up generators, radar systems, microwaves, transponders, relays, motor vehicles, computers, computer hardware and commitments to which peripherals, office equipment, production and news operation equipment, inventory, spare parts and other tangible personal property of every kind and description that are exclusively or primarily used or exclusively or primarily held for use in the Seller is a partyBusiness, in each case, including those listed on SCHEDULE 4.11 and including Schedule 1.1(b), except for any confidentiality agreements retirements or dispositions thereof made between the Seller date hereof and any prospective purchaser of all or any portion of Closing in accordance with Article 4 (the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller (collectively, the "CONTRACTS"“Tangible Personal Property”); (c) all machinery, equipment, computers and computer hardware, spare parts, furniture and fixtures of the real property interests (i) owned by Seller (the Seller“Owned Real Property”), and all of or (ii) leased, subleased, licensed or otherwise occupied by Seller (the interest of the Seller “Real Property Leases”) (in the machinery case of both (i) and equipment (ii) above, including any appurtenant easements, building, structures, fixtures and other Improvements located thereon), that is exclusively or primarily used or exclusively or primarily held for use by in the Seller under Business, including the Equipment Leasesreal property listed on Schedules 1.1(c)(i) and (ii), respectively (the “Real Property”); (d) all patents, patent disclosures, trademarks, service marks, trade dress, logos, trade names, domain names, copyrights and mask works, agreements (whether written or oral) for the sale of advertising time and all registrationsother contracts, applications agreements, leases and associated good will licenses, including any employment and severance agreements with Employees (as defined below) or Collective Bargaining Agreements (as defined below), in each case, exclusively or primarily used or exclusively or primarily held for each of use in the foregoing, owned by the SellerBusiness, including those listed on SCHEDULE 4.15, and all computer software (including source and object codesSchedule 1.1(d), computer programstogether with all contracts, computer data bases agreements, leases and related documentation licenses made between the date hereof and materialsthe Closing in accordance with Article 4 (the “Purchased Contracts”); provided that, datawith respect to employment agreements and severance agreements with Employees and Collective Bargaining Agreements, documentationsubject to Section 5.6, Buyer shall only assume such contracts set forth on Schedule 1.1(d) as in effect on the date hereof or entered into prior to the Closing in accordance with the terms hereof, including Section 4.1; (e) all of Seller’s and the High Plains Entities’ respective rights in any Intellectual Property (as defined below) exclusively or primarily used or exclusively or primarily held for use in the Business but, for the avoidance of doubt, excluding any Intellectual Property exclusively or primarily used in connection with any station or business unit of Seller or the High Plains Entities that is not a Station or a part of the Business (the “Other Seller Stations”), in each case, together with all goodwill associated therewith, including all Intellectual Property listed on Schedule 1.1(e) (the “Intangible Property”). For purposes of this Agreement, “Intellectual Property” means all call letters, trademarks, trade names, service marks, designs, trade names, patents, inventions, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and processes, methods, techniques, research Internet domain names, websites, web content, accounts with Twitter, Facebook and development informationother social media companies and the content found thereon and related thereto, drawingsdatabases, designssoftware or applications (including user-applications, planssource code, proposals and technical executable code, systems, tools, data, financial, marketing firmware and business data, and pricing and cost informationrelated documentation), and the name "Chili Pepper", copyrights and other intellectual property rights (in whatever form or medium) owned by the Seller (collectivelyworks of authorship, the "INTELLECTUAL PROPERTY")programs and programming material, PROVIDEDjingles, HOWEVERslogans, that the person(s) responsible for creating any of the foregoing workslogos, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio; (e) to the extent legally assignablecontent, all Permits held by the Seller; (f) all claimsapplications, deposits (including, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepayments, prepaid assets, causes of action, rights of recovery, rights of set off, rights of recoupment registrations and attorney-client, work product and other legal privileges (to the extent renewals relating to any of the Purchased Assets foregoing, any other intellectual property rights or Assumed Liabilities) proprietary rights in or arising from any of the Sellerforegoing, and in all tangible embodiments of the foregoing, including all licenses, sublicenses and other rights of the Seller under any propertygranted and obtained with respect thereto, casualtyand rights thereunder, workers' compensation including rights to collect royalties, products and proceeds, rights to xxx and bring other claims and seek remedies against past, present and future infringements or misappropriations thereof or other insurance policy conflicts therewith, rights to recover damages or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assets; (g) all bookslost profits in connection therewith, records, ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports and other printed or written materials used or held for use by the Seller; (h) the real property leased by the Seller pursuant rights to the lease agreement set forth on SCHEDULE 4.11 to this Agreement and, to the extent covered by the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectively, the "LEASED REAL PROPERTY"); (i) cash of the Seller recover damages (including for this purpose attorneys’ fees and expenses) or lost profits in connection therewith, and otherwise to seek protection or enforcement of interests therein under the Laws of all collected funds received in bank accounts owned by the Seller through 12:01 A.M., Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00)jurisdictions; (j) prepayments made by Seller for items set forth on SCHEDULE 2.1(J) to this Agreement; and (k) the extranet currently under development by Aztec Consulting.

Purchase and Sale of Purchased Assets. Subject In exchange for the ------------------------------------- consideration specified in Section 2.5 hereof, and upon the terms and subject to the provisions of Sections 2.2 and 6.2conditions provided for in this Agreement, at on the Closing Date, Seller and any Affiliate that owns any of the Purchaser Purchased Assets will purchase from the Seller, and the Seller will irrevocably sell, transfer, assign, convey and deliver to the Purchaser, and Purchaser will purchase from Seller and any such Affiliate, free and clear of all liens, charges and encumbrances of whatever nature, all of Seller's and such Affiliate's right, title and interest in and to the Owned Real Property (which may be subject to the Permitted Encumbrances) and all other tangible and intangible assets owned, leased or held by Seller or any such Affiliate (x) located on or at the Owned Real Property (other than those assets specifically set forth on the Excluded -------- Assets Schedule attached hereto), and (y) located off the Owned Real Property --------------- and listed on the Other Assets Schedule attached hereto (collectively referred --------------------- to herein as the "Purchased Assets"). The Purchased Assets shall include, ---------------- without limitation, the following assets relating to the Business, other than those assets set forth in detail on the Excluded Assets Schedule, that satisfy ------------------------ the description of the assets, rights and properties that are owned by the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on the Interim Balance Sheet (collectively, the "PURCHASED ASSETS"), listed below in this Section 2.1, in each case as the same exist as of the Closing Dateforegoing sentence: (a) All machinery, equipment, tooling, parts, molds, dies, furniture, stores, office supplies, vehicles, testing equipment and office equipment, production supplies and other supplies, computer equipment (including all hardware, personal computer software and terminals) spare parts and other tangible personal property of Seller's work in progress from and after May 1, 2000, which shall include commitments for forward advertising and, in the aggregate, total at least $22,000 as listed on SCHEDULE 2.1(A) any kind (collectively, the "WORK IN PROGRESSPersonal Property")) and all ----------------- warranties and guarantees of such Personal Property; (b) all contractsAll raw materials, agreementscomponent parts, letter contractsstores, purchase ordersdirect materials, delivery orderspackaging materials, task orderswork-in-process and finished goods inventory, teaming agreementsstores inventory, leases, licenses, instruments, guaranties, bids, proposals consigned goods and commitments to which other inventory (including warehoused inventories) as of 12:01 a.m. on the Seller is a party, including those listed on SCHEDULE 4.11 and including any confidentiality agreements between the Seller and any prospective purchaser of all or any portion of the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller Closing Date (collectively, the "CONTRACTSInventory");; --------- (c) all machineryThe permits, equipmentfranchises, computers licenses, consents, authorizations, approvals and computer hardwarecertificates of any regulatory, spare parts, furniture and fixtures owned by administrative or other governmental agency or body (to the Seller, and all of extent the interest of same are transferable) listed on the Seller in Permits Schedule (the machinery and equipment used or held for use by the Seller under the Equipment Leases;"Permits"); ---------------- ------- (d) all patentsAll patents and pending patent applications, patent disclosuresinventions, engineering, research, prototypes, processes, trade secrets, confidential information, proprietary knowledge, know-how, trademarks, service marks, trade dress, logos, trade names, domain namescopyrights, copyrights personal computer software, copyrightable works and mask worksother proprietary rights, whether or not patented or registered, that are owned or licensed by the Seller (including the Proprietary Rights); (f) The contracts, agreements, executory commitments, instruments, arrangements and understandings, whether oral or written, listed or described on the Contracts Schedule to the extent specifically agreed to be assumed by ------------------ Purchaser and so indicated on such Schedule, and all registrations, applications outstanding purchase and associated good will for each sales orders entered into before or after the date hereof in the ordinary course of the foregoingBusiness (provided that purchase and sale orders with Affiliates of Seller will only be included to the extent (i) the terms and conditions thereof are no less favorable to Seller than those generally obtainable in the market for such products, owned by (ii) the Seller, including those listed terms and conditions are described on SCHEDULE 4.15the Contracts --------- Schedule, and all computer software (including source iii) such order is specifically agreed to be assumed by Purchaser -------- and object codes), computer programs, computer data bases and related documentation and materials, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", and other intellectual property rights (in whatever form or mediumso indicated on such Schedule) owned by the Seller (collectively, the "INTELLECTUAL PROPERTYAssumed Contracts"), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio;; ----------------- (eg) to the extent legally assignable, all Permits held by the All trade accounts receivable of Seller; (fh) All deposits, advances and prepaid expenses of Seller; (i) All the automobiles, trucks and other vehicles and all claimsrelated certificates of title properly endorsed by Seller to Purchaser, deposits (including, without limitation, deposits held those described on the Vehicles Schedule (the "Vehicles"); ----------------- -------- (j) All lists, records and other information pertaining to accounts, referral sources, suppliers and customers; and all studies, annual plans, books, ledgers, files and business records of every kind (including all financial, business and marketing plans and information); in each case whether evidenced in writing, electronic data (including by computer) or otherwise; (k) All telephone, telex and telecopy numbers for the landlord pursuant Owned Real Property and all right to receive and retain mail and other communication relating to the lease for the Leased Real Property), prepayments, prepaid assetsBusiness; (l) All claims, causes of action, rights of recovery, recovery and rights of set off, rights set-off of recoupment and attorney-client, work product and other legal privileges (to the extent any kind relating to any of the Purchased Assets or Assumed Liabilities) of the Seller, including all rights of the Seller under any property, casualty, workers' compensation or (other insurance policy or than those related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Excluded Assets;); and (gm) all booksAll goodwill as a going concern; and (n) All advertising, records, ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising marketing and promotional materials, studies, reports all archival materials and all other printed or written materials used or held for use by materials. In the Seller; (h) the real property leased by the Seller pursuant to the lease agreement set forth on SCHEDULE 4.11 to this Agreement and, to the extent covered by the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectively, the "LEASED REAL PROPERTY"); (i) cash of the Seller (including for this purpose all collected funds received in bank accounts event that any Purchased Assets are owned by the Seller through 12:01 A.M.Affiliates of Seller, Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00); (j) prepayments made by Seller for items set forth on SCHEDULE 2.1(J) Ball shall cause such assets to this Agreement; and (k) the extranet currently under development by Aztec Consultingbe conveyed to Purchaser.

Purchase and Sale of Purchased Assets. Subject Upon the terms and subject to the conditions of this Agreement (including the provisions of Sections 2.2 Section 7.4 of this Agreement), and 6.2provided that the Option has been properly exercised in accordance with Section 2.1, at on the Closing the Purchaser will purchase from the SellerDate, and the Seller will Tribune Denver shall sell, transfer, assign, convey and deliver to Optionee and the PurchaserOptionee shall purchase from Tribune Denver, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the assets, properties and business (excepting only the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, owned or held by Tribune Denver relating to the Stations and the business of the Stations (the “Business”) as the same shall exist on the Closing Date (herein collectively referred to as the “Purchased Assets”), including, without limitation, all right, title and interest in of Tribune Denver in, to and to all of the assets, rights and properties that are owned by the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on the Interim Balance Sheet (collectively, the "PURCHASED ASSETS"), listed below in this Section 2.1, in each case as the same exist as of the Closing Dateunder: (a) all of Seller's work All accounts receivable generated by the Business for periods commencing on the TBA Effective Date, but excluding any amounts payable by Optionee to Tribune Denver in progress from and after May 1, 2000, which shall include commitments for forward advertising and, in accordance with the aggregate, total at least $22,000 as listed on SCHEDULE 2.1(A) (collectively, the "WORK IN PROGRESS")TBA; (b) all contracts, agreements, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, All licenses, instrumentspermits, guarantiespermissions and other authorizations issued to Tribune Denver for the operation of the Stations by the FCC or any other governmental agencies, bidsincluding, proposals and commitments to which the Seller is a partybut not limited to, including those listed on SCHEDULE 4.11 Schedule 4.9(a) and including any confidentiality agreements between the Seller right to use the Stations’ call letters, and all applications for modification, extension or renewal thereof, and any prospective purchaser of all pending applications for any new licenses, permits, permissions or any portion of authorizations pending on the Seller's stock or assetsClosing Date, all unfilled orders for including, but not limited to, those listed on Schedule 4.9 (a) (the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller (collectively, the "CONTRACTS"“Station Licenses”); (c) all machineryThe Tribune Denver Real Property described in Schedule 4.10(a) and any option, equipmentright or contract to purchase, computers and computer hardwarelease, spare parts, furniture and fixtures owned by the Seller, and all of the interest of the Seller possess or occupy real property described in the machinery and equipment used Schedule 4.10(a) or held for use by the Seller under the Equipment Leases(c); (d) all patentsAll machinery, patent disclosures, trademarks, service marks, trade dress, logos, trade names, domain names, copyrights and mask works, and all registrations, applications and associated good will for each of the foregoing, owned by the Seller, including those listed on SCHEDULE 4.15, and all computer software equipment (including source computers and object codesoffice equipment), computer programsauxiliary and translator facilities, computer data bases and related documentation and materialstransmitting towers, datatransmitters, documentationbroadcast equipment, trade secretsantennae, confidential business information supplies, inventory (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", and other intellectual property rights (in whatever form or medium) owned by the Seller (collectively, the "INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio; (e) to the extent legally assignable, all Permits held by the Seller; (f) all claims, deposits (including, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepayments, prepaid assets, causes of action, rights of recovery, rights of set off, rights of recoupment and attorney-client, work product and other legal privileges (to the extent relating to any of the Purchased Assets or Assumed Liabilities) of the Seller, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assets; (g) all booksprograms, records, ledgerstapes, filesrecordings, documentscompact discs, correspondencecassettes, lists, plats, drawings, creative materialsspare parts and equipment), advertising and promotional materials, studiesengineering plans, reports records and data, vehicles, furniture and other printed personal property owned by Tribune Denver used in or written materials used relating to the Stations or held for use the Business, including, without limitation, the items listed or referred to in Schedule 4.11, but excluding any modification, deletion, replacement or improvement thereto made or acquired by Optionee, or disposed of by Tribune Denver or Optionee, between the Sellerdate hereof and the Closing Date in accordance with the terms of this Agreement or the TBA; Table of Contents (e) The leased Personal Property listed in Schedule 4.11 and the agreements under which such Personal Property is so leased; (hf) The trademarks, trade names (including the real property leased right to use the trade names “KOSI,” “KEZW” and “KKHK”), service marks and copyrights (and all goodwill associated therewith), registered or unregistered, owned by the Seller pursuant Tribune Denver relating to the lease agreement set forth on SCHEDULE 4.11 to this Agreement andStations or the Business, to and the extent covered by applications for registration thereof and the lease patents and applications therefor and the licenses relating to such leased real propertyany of the foregoing including, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectivelywithout limitation, the "LEASED REAL PROPERTY"items listed in Schedule 4.13(a); (i) cash All contracts for the sale of broadcast time for advertising on the Stations made in the ordinary course of the Seller Business and consistent with past practice, (including for ii) the contracts, agreements or understandings listed or described in Schedule 4.18 and designated on such Schedule as an “Assumed Contract” and (iii) any other contract, agreement or understanding (evidenced in writing) entered into by Tribune Denver in respect of the Business which (A) is of the nature described in subsection (b), (c) or (f) of Section 4.18 but which, by virtue of its specific terms, is not required to be listed in Schedule 4.18 or (B) is entered into after the date hereof consistent with the provisions of Section 6.4 of this purpose all collected funds received Agreement or by or at the direction of Optionee in bank accounts owned by accordance with the Seller through 12:01 A.M.terms of the TBA; (h) All advertising customer lists, Bostonmailing lists, Massachusetts timeprocesses, on trade secrets, know-how and other proprietary or confidential information used in or relating to the Closing Date Business; (i) Any rights, claims or causes of action of Tribune Denver against third parties arising under warranties from manufacturers, vendors and others in an amount not less than Twenty-Two Thousand Dollars ($22,000.00)connection with the Purchased Assets, the Stations or the Business; (j) prepayments All prepaid rentals and other prepaid expenses (except for prepaid insurance) arising from payments made by Seller Tribune Denver in the ordinary course of the operation of the Business prior to the Closing Date for items set forth on SCHEDULE 2.1(Jgoods or services where such goods or services have not been received at the Closing Date; (k) All jingles, slogans, commercials and other promotional materials used in or relating to this Agreementthe Stations or the Business; (l) All books and records (including all computer programs used primarily in connection with the operation of the Business, the Purchased Assets or the Stations) of Tribune Denver or Tribune relating to the assets, properties, business and operations of the Business, the Purchased Assets or the Stations including, without limitation, all files, logs, programming information and studies, technical information and engineering data, news and advertising studies or consulting reports and sales correspondence, but excluding any books and records (including computer programs) relating to a business of Tribune Denver or Tribune unrelated to the Business, the Purchased Assets or the Stations; (m) The Employment Agreement dated December 21, 2001 between Tribune Denver and Xxxx Xxxxxxx, the Letter Agreement dated February 28, 2000 between Tribune Table of Contents Denver and Xxxxxx Xxxxx-Xxxxxxxx and the Letter Agreement dated February 28, 2000 between Tribune Denver and Xxxxxxx Xxxxxxx (collectively, the “Employment Agreements”); and (kn) All other assets or properties not referred to above which are reflected on the extranet currently under development Balance Sheet or acquired by Aztec ConsultingTribune Denver in the ordinary course of the Business after the Balance Sheet Date but prior to Closing, except (i) any such assets or properties disposed of after the Balance Sheet Date in the ordinary course of the Business consistent with the terms of this Agreement and the TBA and (ii) Excluded Assets.

Purchase and Sale of Purchased Assets. Subject On the terms and subject to the provisions of Sections 2.2 and 6.2conditions hereof, at the Closing (as defined below), except as set forth in Section 1.2 and Section 1.3, Seller shall and shall cause the Purchaser will purchase from the Seller, and the Seller will High Plains Entities to sell, assign, transfer, assign, convey and deliver to Buyer, in each case free and clear of all Liens (as defined below) other than Permitted Liens (as defined below), and Buyer shall purchase and acquire from Seller and the PurchaserHigh Plains Entities, all right, title and interest of Seller and the High Plains Entities in and to all of the assets, properties and rights of Seller and properties the High Plains Entities, real and personal, tangible and intangible, that are owned by exclusively or primarily used or exclusively or primarily held for use in the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on Business (as defined below) (the Interim Balance Sheet (collectively, the "PURCHASED ASSETS"“Purchased Assets”), listed below in this Section 2.1, in each case as including the same exist as of the Closing Datefollowing: (a) all of Seller's work in progress from licenses, permits and after May 1other authorizations issued to the FCC Licensees by the FCC with respect to the Stations (the “FCC Licenses”), 2000and all licenses, which shall include commitments for forward advertising andpermits and authorizations issued by any Governmental Entity (as defined below) other than the FCC applicable to the Business, in including those described on Schedule 1.1(a), and including any applications therefor and renewals or modifications thereof between the aggregate, total at least $22,000 as listed on SCHEDULE 2.1(A) (collectively, the "WORK IN PROGRESS")date hereof and Closing; (b) all contractsof Seller’s and the High Plains Entities’ equipment, agreementstransmitters, letter contractsantennas, purchase orderscables, delivery orderstowers, task ordersvehicles, teaming agreementsfurniture, leasesfixtures, licensesservers, instrumentstraffic systems, guarantiesgraphic systems, bidsaudio boards, proposals switchers, back-up generators, radar systems, microwaves, transponders, relays, motor vehicles, computers, computer hardware and commitments to which peripherals, office equipment, production and news operation equipment, inventory, spare parts and other tangible personal property of every kind and description that are exclusively or primarily used or exclusively or primarily held for use in the Seller is a partyBusiness, in each case, including those listed on SCHEDULE 4.11 and including Schedule 1.1(b), except for any confidentiality agreements retirements or dispositions thereof made between the Seller date hereof and any prospective purchaser of all or any portion of Closing in accordance with Article 4 (the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller (collectively, the "CONTRACTS"“Tangible Personal Property”); (c) all machinery, equipment, computers and computer hardware, spare parts, furniture and fixtures of the real property interests (i) owned by Seller (the Seller“Owned Real Property”), and all of or (ii) leased, subleased, licensed or otherwise occupied by Seller (the interest of the Seller “Real Property Leases”) (in the machinery case of both (i) and equipment (ii) above, including any appurtenant easements, building, structures, fixtures and other Improvements located thereon), that is exclusively or primarily used or exclusively or primarily held for use by in the Seller under Business, including the Equipment Leasesreal property listed on Schedules 1.1(c)(i) and (ii), respectively, (the “Real Property”); (d) all patentsagreements (whether written or oral) for the sale of advertising time and all other contracts, patent disclosuresagreements, trademarksleases and licenses, service marksincluding any employment and severance agreements with Employees (as defined below) or Collective Bargaining Agreements (as defined below) or website development and hosting agreements and agreements for accounts with Twitter, trade dressFacebook or other social media companies (including agreements for social media identifications, logos, trade names, domain names, copyrights and mask worksadministrator rights, and all registrationstags on Facebook and Twitter accounts), applications and associated good will in each case, exclusively or primarily used or exclusively or primarily held for each of use in the foregoing, owned by the SellerBusiness, including those listed on SCHEDULE 4.15, and all computer software (including source and object codesSchedule 1.1(d), computer programstogether with all contracts, computer data bases agreements, leases and related documentation licenses made between the date hereof and materialsthe Closing in accordance with Article 4 (the “Purchased Contracts”); provided that, datawith respect to employment agreements and severance agreements with Employees and Collective Bargaining Agreements, documentationsubject to Section 5.6, Buyer shall only assume such contracts set forth on Schedule 1.1(d) as in effect on the date hereof or entered into prior to the Closing in accordance with the terms hereof, including Section 4.1; (e) all of Seller’s and the High Plains Entities’ respective rights in any Intellectual Property (as defined below) exclusively or primarily used or exclusively or primarily held for use in the Business but, for the avoidance of doubt, excluding any Intellectual Property exclusively or primarily used in connection with any station or business unit of Seller or the High Plains Entities that is not a Station or a part of the Business (the “Other Seller Stations”), in each case together with all goodwill associated therewith, including all Intellectual Property listed on Schedule 1.1(e) (the “Intangible Property”). For purposes of this Agreement, “Intellectual Property” means all call letters, trademarks, trade names, service marks, designs, trade names, patents, inventions, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and processes, methods, techniques, research and development informationInternet domain names, drawingswebsites, designsweb content, plansdatabases, proposals and technical software or applications (including user-applications, source code, executable code, systems, tools, data, financial, marketing firmware and business data, and pricing and cost informationrelated documentation), and the name "Chili Pepper", copyrights and other intellectual property rights (in whatever form or medium) owned by the Seller (collectivelyworks of authorship, the "INTELLECTUAL PROPERTY")programs and programming material, PROVIDEDjingles, HOWEVERslogans, that the person(s) responsible for creating any of the foregoing workslogos, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio; (e) to the extent legally assignablecontent, all Permits held by the Seller; (f) all claimsapplications, deposits (including, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepayments, prepaid assets, causes of action, rights of recovery, rights of set off, rights of recoupment registrations and attorney-client, work product and other legal privileges (to the extent renewals relating to any of the Purchased Assets foregoing, any other intellectual property rights or Assumed Liabilities) proprietary rights in or arising from any of the Sellerforegoing, and in all tangible embodiments of the foregoing, including all licenses, sublicenses and other rights of the Seller under any propertygranted and obtained with respect thereto, casualtyand rights thereunder, workers' compensation including rights to collect royalties, products and proceeds, rights to sxx and bring other claims and seek remedies against past, present and future infringements or misappropriations thereof or other insurance policy conflicts therewith, rights to recover damages or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assets; (g) all bookslost profits in connection therewith, records, ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports and other printed or written materials used or held for use by the Seller; (h) the real property leased by the Seller pursuant rights to the lease agreement set forth on SCHEDULE 4.11 to this Agreement and, to the extent covered by the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectively, the "LEASED REAL PROPERTY"); (i) cash of the Seller recover damages (including for this purpose attorneys’ fees and expenses) or lost profits in connection therewith, and otherwise to seek protection or enforcement of interests therein under the Laws of all collected funds received in bank accounts owned by the Seller through 12:01 A.M., Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00)jurisdictions; (j) prepayments made by Seller for items set forth on SCHEDULE 2.1(J) to this Agreement; and (k) the extranet currently under development by Aztec Consulting.

Purchase and Sale of Purchased Assets. Subject to the provisions terms and conditions of Sections 2.2 this Agreement, and 6.2on the basis and in reliance on the representations, warranties, covenants and agreements set forth in this Agreement, at the Closing the Purchaser will purchase from the Seller(as defined below), and the Seller will shall sell, transfer, assignconvey, convey assign and deliver to the Purchaser, all right, title and interest in and to all of the assets, rights and properties that are owned by the Purchaser shall purchase from Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on the Interim Balance Sheet following assets of Seller utilized in connection with the Business (collectively, the "PURCHASED ASSETSPurchased Assets"), listed below in this Section 2.1, in each case as which Purchased Assets shall consist of and include the same exist as of the Closing Datefollowing: (a) all of patents, trademarks, trade names, tradedress, service marks, licenses, inventions, processes, trade secrets, designs, drawings and all other proprietary, technical and other information and intellectual property and all licenses, permits and other rights to use the foregoing, whether patentable or unpatentable, used in connection with the Seller's work in progress from and after May 1operations, 2000, including that which shall include commitments for forward advertising and, in the aggregate, total at least $22,000 as listed is set forth on SCHEDULE 2.1(A1.1(A) attached hereto and made a part hereof (collectively, the "WORK IN PROGRESSIntellectual Property"); (b) all contractsto the extent transferable or assignable by their express terms or the terms of any law relating thereto, the agreements, letter contracts, purchase contracts and sales orders, delivery ordersif any, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals and commitments to which the Seller is a partyparty relating to its operations, including those listed identified on SCHEDULE 4.11 1.1(B), attached hereto and including any confidentiality agreements between the Seller and any prospective purchaser of all or any portion of the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller made a part hereof (collectively, the "CONTRACTSAssigned Contracts"); (c) the inventories of products, work-in-progress, materials and supplies, identified on SCHEDULE 1.1(C), attached hereto and made a part hereof, together with all machinerypre-paid items, equipmenttransferable manufacturer's material, computers product and computer hardware, spare parts, furniture and fixtures owned by the Sellersupplies warranties, and all of other related business and other assets, whether tangible or intangible, and whether currently existing or hereafter arising or acquired (collectively, the interest of the Seller in the machinery and equipment used or held for use by the Seller under the Equipment Leases"Assigned Inventory"); (d) all patents, patent disclosures, trademarks, service marks, trade dress, logos, trade names, domain names, copyrights and mask works, and all registrations, applications and associated good will for each of the foregoing, owned by the Seller, including those listed office equipment identified on SCHEDULE 4.15, and all computer software (including source and object codes), computer programs, computer data bases and related documentation and materials, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", and other intellectual property rights (in whatever form or medium) owned by the Seller (collectively, the "INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio; (e) to the extent legally assignable, all Permits held by the Seller; (f) all claims, deposits (including, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepayments, prepaid assets, causes of action, rights of recovery, rights of set off, rights of recoupment and attorney-client, work product and other legal privileges (to the extent relating to any of the Purchased Assets or Assumed Liabilities) of the Seller, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assets; (g) all books, records, ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports and other printed or written materials used or held for use by the Seller; (h) the real property leased by the Seller pursuant to the lease agreement set forth on SCHEDULE 4.11 to this Agreement and, to the extent covered by the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectively, the "LEASED REAL PROPERTY"); (i) cash of the Seller (including for this purpose all collected funds received in bank accounts owned by the Seller through 12:01 A.M., Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00); (j) prepayments made by Seller for items set forth on SCHEDULE 2.1(J) to this Agreement; and (k) the extranet currently under development by Aztec Consulting.1.1

Purchase and Sale of Purchased Assets. Subject In reliance upon the representations, warranties, covenants, and agreements contained in this Agreement and upon the terms and subject to the provisions conditions of Sections 2.2 and 6.2this Agreement, at the Closing Closing, Seller will, in the Purchaser will purchase from the Sellermanner specified in this Agreement, and the Seller will sell, convey, transfer, assign, convey and deliver to the Purchaser, and Purchaser will purchase and acquire from Seller, free and clear of all liabilities (fixed or contingent) and obligations other than Assumed Liabilities and security interests, liens, claims, or encumbrances of any nature or kind whatsoever other than Permitted Encumbrances, all of the right, title title, and interest of Seller in and to all of the assets, rights and properties that are owned by the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on the Interim Balance Sheet (collectively, the "PURCHASED ASSETS"), listed below in this Section 2.1, in each case as the same exist as of the Closing Dateassets set forth below: (a) all All contracts and agreements listed in Section 1.1(a) of Seller's work the Disclosure Schedule (individually, an “Assumed Contract” and collectively, the “Assumed Contracts”), together with the right to receive income in progress respect of such Assumed Contracts accruing from and after May 1, 2000, which shall include commitments for forward advertising and, in the aggregate, total at least $22,000 as listed on SCHEDULE 2.1(A) (collectively, the "WORK IN PROGRESS")Closing Date; (b) All equipment, furniture, fixtures, computer hardware, network equipment, servers, printers, supplies, tools, machinery, materials, and all contractsother fixed assets and personal property, agreements, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals and commitments to which the Seller is a party, including those listed on SCHEDULE 4.11 Section 1.1(b) of the Disclosure Schedule, and including any confidentiality agreements between the Seller all maintenance records and other documents relating thereto, and any prospective purchaser of all or any portion of the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale assignable warranties of goods or services by the Seller third parties with respect thereto (collectively, the "CONTRACTS"“Fixed Assets”); (c) all machinery, equipment, computers All intellectual property and computer hardware, spare parts, furniture and fixtures owned by the Seller, and all other intangible assets of Seller listed on Section 1.1(c) of the interest of Disclosure Schedule (collectively the Seller in the machinery and equipment used or held for use by the Seller under the Equipment Leases“Intellectual Property Assets”); (d) all patentsAll data, patent disclosuresdatabases, trademarksbooks, service marks, trade dress, logos, trade names, domain names, copyrights and mask works, and all registrations, applications and associated good will for each of the foregoing, owned by the Seller, including those listed on SCHEDULE 4.15, and all computer software records (including source and object codesany electronic records), computer programs, computer data bases and related documentation and materials, data, documentation, trade secretscorrespondence, confidential business information (including ideasrecords of sales, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business datafiles, and pricing and cost information)papers regarding the Purchased Assets; to the extent permitted under applicable law or regulation, all historical personnel records of the Hired Employees, 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 Seller; and all manuals and printed instructions of Seller relating to or describing the name "Chili Pepper", Purchased Assets (the “Books and other intellectual property rights (in whatever form or medium) owned by the Seller (collectively, the "INTELLECTUAL PROPERTY"Records”), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio; (e) to To the extent legally assignablepermitted under applicable law or regulation, all Permits held assignable licenses, permits, certificates, and governmental authorizations of Seller necessary for the performance of the Assumed Contracts by the Seller;Purchaser (the “Permits”), all as listed in Section 1.1(e) of the Disclosure Schedule; and (f) all claims, deposits (including, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepayments, prepaid assets, All causes of action, rights claims, and demands of recovery, rights of set off, rights of recoupment and attorney-client, work product and other legal privileges (to the extent Seller against third parties relating to any of the Purchased Assets (for the avoidance of doubt, excluding all causes of action, claims and demands of Seller arising under or Assumed Liabilitiesin connection with this Agreement or the other Transaction Documents), except as to that portion of any such action, claim or demand (and the related rights of recovery or set-off) as pertains to damages sustained, expenses incurred and other losses, if any, suffered by Seller prior to the Closing. All of the Sellerassets, including all rights rights, and properties of Seller described in this Section 1.1 to be purchased by Purchaser are hereinafter collectively referred to as the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the “Purchased Assets; (g) all books, records, ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports and other printed or written materials used or held for use by the Seller; (h) the real property leased by the Seller pursuant to the lease agreement set forth on SCHEDULE 4.11 to this Agreement and, to the extent covered by the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectively, the "LEASED REAL PROPERTY"); (i) cash of the Seller (including for this purpose all collected funds received in bank accounts owned by the Seller through 12:01 A.M., Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00); (j) prepayments made by Seller for items set forth on SCHEDULE 2.1(J) to this Agreement; and (k) the extranet currently under development by Aztec Consulting.”

Purchase and Sale of Purchased Assets. Subject Upon the terms and subject to the provisions conditions of Sections 2.2 and 6.2this Agreement, at on the Closing the Purchaser will purchase from the SellerDate, Sellers shall, and the Seller will Parent shall cause Sellers to, sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from Sellers, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the Purchaserassets, properties and business of every kind and description, wherever located, real, personal or mixed, tangible or intangible, owned or held by Sellers relating to the Station and the business of the Station (the "Business") as the same shall exist on the Closing Date (excepting the Excluded Assets) (herein collectively referred to as the "Purchased Assets"), including, without limitation, all right, title and interest in of Sellers in, to and to all of the assets, rights and properties that are owned by the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on the Interim Balance Sheet (collectively, the "PURCHASED ASSETS"), listed below in this Section 2.1, in each case as the same exist as of the Closing Dateunder: (a) all All licenses, permits, permissions and other authorizations issued to Sellers for the operation of Sellerthe Station by the FCC or any other Governmental Body, including, but not limited to, the Station's work in progress from digital television (DTV) license and after May 1those other licenses, 2000permits, which shall include commitments for forward advertising and, in the aggregate, total at least $22,000 as permissions and other authorizations listed on SCHEDULE 2.1(ASchedule 4.9(a) and the right to use the Station's call sign, and all applications for modification, extension or renewal thereof, and any pending applications for any new licenses, permits, permissions or authorizations pending on the Closing Date with respect to the Station, including, but not limited to, those listed on Schedule 4.9(a) (collectively, the "WORK IN PROGRESSStation Licenses"); (b) all contracts, agreements, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals and commitments to which the Seller is a party, including those listed on SCHEDULE 4.11 and including any confidentiality agreements between the Seller The Real Property described in Schedule 4.10(a) and any prospective purchaser of all option, right or any portion of the Seller's stock contract to purchase, lease, possess or assets, all unfilled orders for the purchase of goods occupy real property described in Schedule 4.10(a) or services by the Seller and all unfilled orders for the sale of goods or services by the Seller (collectively, the "CONTRACTS"c); (c) all All machinery, equipmentequipment (including cameras, computers and computer hardwareoffice equipment), spare partsauxiliary and translator facilities, furniture and fixtures owned by the Sellertransmitting towers, and all of the interest of the Seller in the machinery and equipment used or held for use by the Seller under the Equipment Leases; (d) all patentstransmitters, patent disclosuresbroadcast equipment, trademarksantennae, service markssupplies, trade dress, logos, trade names, domain names, copyrights and mask works, and all registrations, applications and associated good will for each of the foregoing, owned by the Seller, including those listed on SCHEDULE 4.15, and all computer software inventory (including source and object codes)all films, computer programs, computer data bases and related documentation and materials, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", and other intellectual property rights (in whatever form or medium) owned by the Seller (collectively, the "INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio; (e) to the extent legally assignable, all Permits held by the Seller; (f) all claims, deposits (including, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepayments, prepaid assets, causes of action, rights of recovery, rights of set off, rights of recoupment and attorney-client, work product and other legal privileges (to the extent relating to any of the Purchased Assets or Assumed Liabilities) of the Seller, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assets; (g) all books, records, ledgerstapes, filesrecordings, documentscompact discs, correspondencecassettes, lists, plats, drawings, creative materialsspare parts and equipment), advertising and promotional materials, studiesengineering plans, reports records and data, vehicles, furniture and other printed personal property owned by Sellers used in or written materials relating to the Station or the Business, including, without limitation, the items listed or referred to in Schedule 4.11; (d) Subject to Section 6.16, the leased Personal Property listed in Schedule 4.12 and the agreements under which such Personal Property is so leased; (e) The Intellectual Property; (f) All Station Agreements (other than those listed on Schedule 2.2(g)) and any other contract, agreement or understanding (evidenced in writing) entered into by Sellers in respect of the Business which (A) is of the nature described in subsection (ii), (iii), (iv) or (vi) of Section 4.18 but which, by virtue of its specific terms, is not required to be listed in Schedule 4.18 or (B) is entered into after the date hereof consistent with the provisions of Section 6.4 of this Agreement; (g) All advertising customer lists, mailing lists, processes, trade secrets, know-how and other proprietary or confidential information used in or held for use by relating to the SellerBusiness; (h) All of Sellers' rights, claims or causes of action against third Persons arising under warranties from manufacturers, vendors and others in connection with the real property leased by assets, properties, business or operations of the Seller pursuant Business or the Station arising out of transactions occurring prior to the lease agreement set forth on SCHEDULE 4.11 to this Agreement andClosing Date, provided that such rights, claims or causes of action shall constitute Excluded Assets to the extent covered by they relate to the lease relating other Excluded Assets and Excluded Liabilities pursuant to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectively, the "LEASED REAL PROPERTY"Section 2.2(d); (i) cash All prepaid rentals and other prepaid expenses (except for prepaid insurance) arising from payments made by Sellers in the ordinary course of the Seller (including for this purpose all collected funds received in bank accounts owned by operation of the Seller through 12:01 A.M., Boston, Massachusetts time, on Business prior to the Closing Date in an amount for goods or services where such goods or services have not less than Twenty-Two Thousand Dollars ($22,000.00)been received at the Closing Date; (j) prepayments made by Seller for items set forth on SCHEDULE 2.1(JAll jingles, slogans, commercials and other promotional materials used in or relating to the Station or the Business; (k) All books and records (including all computer programs used primarily in connection with the operation of the Business, the Purchased Assets or the Station) of Sellers relating to this Agreementthe assets, properties, business and operations of the Business, the Purchased Assets or the Station including, without limitation, all files, logs, programming information and studies, technical information and engineering data, news and advertising studies or consulting reports and sales correspondence; and (kl) All other assets or properties not referred to above which are reflected on the extranet currently under development Balance Sheet or acquired by Aztec ConsultingSellers in the ordinary course of the Business after the Balance Sheet Date but prior to Closing, except (i) any such assets or properties disposed of after the Balance Sheet Date in the ordinary course of the Business consistent with the terms of this Agreement and (ii) Excluded Assets.

Purchase and Sale of Purchased Assets. Subject to In accordance with the provisions of Sections 2.2 this Agreement and 6.2except for the Excluded Assets as set forth in Section 2.2, at the Closing the Purchaser will purchase from the SellerClosing, and the Seller BGI will sell, transferconvey, assign, convey transfer and deliver to the PurchaserMesa, and Mesa will purchase and acquire from BGI, free and clear of all Encumbrances, all right, title and interest of BGI in and to all of the assetsproperties and assets of every kind and description, rights whether real, personal or mixed, tangible or intangible, and properties that are owned by wherever located, used or held for use in connection with, necessary for or relating to the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on the Interim Balance Sheet Business (collectively, the "PURCHASED ASSETS"“Purchased Assets”), listed below in this Section 2.1, in each case as including the same exist as of the Closing Datefollowing: (a) all of Seller's inventories used or held for use in connection with, or relating to, the Business, wherever located, including all finished goods, work in progress from process, raw materials, spare parts and after May 1, 2000, which shall include commitments for forward advertising andall other materials and supplies to be used in the production of finished goods, in all cases usable in the aggregateproduction of current, total at least $22,000 as listed on SCHEDULE 2.1(A) non-obsolete products of the Business (collectively, the "WORK IN PROGRESS"“Inventory”); (b) all contracts, agreements, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals and commitments to which the Seller is a partyrights, including those listed Intellectual Property rights, in and to products sold or leased in connection with, or related to, the Business and all Intellectual Property owned, created, acquired, licensed or used by BGI that is used in connection with or related to the Business at any time prior to and through the Closing Date and all other intangible rights, including all goodwill associated with the Business or the Purchased Assets, including the Intellectual Property set forth on SCHEDULE 4.11 and including any confidentiality agreements between the Seller and any prospective purchaser of all or any portion Section 2.1(b) of the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller (collectively, the "CONTRACTS")Disclosure Schedule; (c) all machineryrights, equipmentincluding Intellectual Property rights, computers in and computer hardware, spare parts, furniture to products under research and fixtures owned by development in connection with the Seller, and all of Business prior to the interest of the Seller in the machinery and equipment used or held for use by the Seller under the Equipment LeasesClosing; (d) all patents, patent disclosures, trademarks, service marks, trade dress, logos, trade names, domain names, copyrights and mask works, contracts and all registrations, applications and associated good will for each of the foregoing, owned by the Seller, including those listed on SCHEDULE 4.15, and all computer software rights thereto (including source and object codes), computer programs, computer data bases and related documentation and materials, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost informationall outstanding offers or solicitations made by or to BGI to enter into any such contract), and any purchase orders, to the name "Chili Pepper"extent used in the Business, and other intellectual property rights (as listed in whatever form or mediumSection 4.12(a) owned by of the Seller Disclosure Schedule (collectively, the "INTELLECTUAL PROPERTY"“Included Contracts”), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio; (e) all machinery, equipment, furniture, furnishings, computer hardware and software, materials, vehicles, tools, dies, molds and other items of tangible personal property of every kind and wherever located, used or held for use in connection with or related to the Business and the full benefit of all express or implied warranties by the manufacturers or sellers or lessors of any item or component part thereof to the extent legally such warranties (i) are not required by BGI to fulfill its obligations under this Agreement, (ii) are not related to the Excluded Assets or Excluded Liabilities, and (iii) are assignable, all Permits held by the Seller; (f) all claimsGovernmental Authorizations and all pending applications therefore or renewals thereof, deposits (including, without limitation, deposits held by the landlord pursuant in each case relating to the lease for the Leased Real Property), prepayments, prepaid assets, causes of action, rights of recovery, rights of set off, rights of recoupment Business and attorney-client, work product and other legal privileges (to the extent relating transferable to any of the Purchased Assets or Assumed Liabilities) of the Seller, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased AssetsMesa; (g) all books, records, ledgers, files, documentsstudies, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studiesmanuals, reports and other printed materials (in any form or written medium) related to the Business, including all advertising materials, catalogues, price lists, mailing lists, distribution lists, client and customer lists, referral sources, supplier and vendor lists, purchase orders, sales and purchase invoices, correspondence, production data, sales and promotional materials used or held for use by and records, purchasing materials and records, research and development files, records, data and laboratory books, Intellectual Property disclosures, manufacturing and quality control records and procedures, service and warranty records, equipment logs, operating guides and manuals, drawings, product specifications, engineering specifications, blueprints, copies of all financial and accounting records, copies of Litigation files in BGI’s physical possession, personnel and employee benefits records related to employees of BGI engaged in the SellerBusiness to the extent transferable under applicable Law, and copies of all other personnel records to the extent BGI is legally permitted to provide copies of such records to Mesa; in each case, to the extent relating to the Business; (h) all claims, rights, credits, causes of actions, defenses and rights of set-off against third parties relating to or arising from the real property leased Business or any of the other Purchased Assets or Assumed Liabilities, in each case, whether accruing before or after the Closing, and including all attorney work-product protections, attorney-client privileges and other legal protections and privileges to which BGI may be entitled in connection with or relating to the Business or any of the other Purchased Assets or Assumed Liabilities, except as may be retained by the Seller BGI pursuant to the lease agreement set forth on SCHEDULE 4.11 to this Agreement terms hereof and except for any claims BGI may have against its shareholders, officers or directors; and, to the extent covered by the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectively, the "LEASED REAL PROPERTY"); (i) cash all rights relating to deposits and prepaid expenses received by BGI, advance xxxxxxxx received by BGI with respect to Included Contracts that are not yet completed, claims by BGI for refunds and rights of offset, in each case in connection with or relating to the Seller (Business, including for this purpose all collected funds received in bank accounts owned by the Seller through 12:01 A.M., Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00); (j) prepayments made by Seller for items those set forth on SCHEDULE 2.1(JSection 2.1(i) of the Disclosure Schedule. Notwithstanding the foregoing, the transfer of the Purchased Assets pursuant to this Agreement; and (k) Agreement does not include the extranet currently under development by Aztec Consultingassumption of any Liability related to the Purchased Assets unless such Liability is an Assumed Liability pursuant to Section 2.3.