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

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, the Purchaser hereby agrees to purchase from the Sellers, and the Sellers agree to sell, transfer, grant, convey, assign and relinquish exclusively to Purchaser (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) free and clear of all Liens (other than Permitted Liens) all of the Sellers’ right, title and interest in and to the following assets, properties and rights as of the Closing Date (collectively, the “Purchased Assets”) (but expressly excluding the Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)): (a) all Intellectual Property owned or purported to be owned by any of the Selling Group that are primarily used or held for use or otherwise primarily related to the Business, except for any Intellectual Property expressly identified as an Excluded Asset (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product. (b) all tangible embodiments of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentation; (c) all raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to the Business (“Inventory”), with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Products; (d) (i) all Contracts, outstanding proposals and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IP”); (i) all Intellectual Property Licenses to the extent primarily related to the Business; provided that, for the sake of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights of the Sellers to receive money, in each case, primarily related to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance Contracts; (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”); (i) all of the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentals; (j) copies of all books, records, data and information, whether in hard copy or electronic format, to the extent used or held for use or related to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition with the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (k) all customer lists of the Business, all Business Data, and all other data submitted by customers in connection with the use of the Purchased Assets, including all data related to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced; (m) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or the operation of the Business, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the Excluded Assets; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (o) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”); (q) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all right, title and interest in all assets (tangible and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor to the Business, including all rights to, and goodwill in, the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be set forth on Section 5.14(a) of the Disclosure Schedule;

Purchase and Sale of Purchased Assets. Upon In exchange for the ------------------------------------- consideration specified in Sections 2.3 and 2.5, and upon the terms and subject to the conditions of provided for in this Agreement, on the Closing Date, the Purchaser hereby agrees to Buyer shall purchase from the Sellers, Seller and the Sellers agree to Seller shall sell, transfer, grantassign, conveyconvey and deliver to Buyer, assign and relinquish exclusively to Purchaser (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) free and clear of all Liens (other than Permitted Liens) all of the Sellers’ Seller's right, title and interest in and to the following assetsall properties, properties assets and rights as of the Closing Date any kind (collectivelywhether tangible or intangible, the “Purchased Assets”real or personal) (but expressly excluding the Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)): (a) all Intellectual Property owned or purported to be owned by any of the Selling Group that are primarily used owned, held or held for use or otherwise primarily related to the Business, except for any Intellectual Property expressly identified as an Excluded Asset (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following leased by Seller and are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth primarily used in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held primarily for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance Business or support of any Product or any Legacy Product. (b) all tangible embodiments of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentation; (c) all raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to the Business (“Inventory”), with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Products; (d) (i) all Contracts, outstanding proposals and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under located on the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IP”); (i) all Intellectual Property Licenses to the extent primarily related to the Business; provided that, for the sake of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights premises of the Sellers to receive moneyPlants (other than, in each case, primarily related to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance Contracts; (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”); (i) all of the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentals; (j) copies of all books, records, data and information, whether in hard copy or electronic format, to the extent used or held for use or related to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition with the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (k) all customer lists of the Business, all Business Data, and all other data submitted by customers in connection with the use of the Purchased Assets, including all data related to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced; (m) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or the operation of the Business, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the Excluded Assets; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (o) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”"Purchased Assets"); , free and clear of all liens, charges, encumbrances and ----------------- restrictions (qother than Permitted Encumbrances) including all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all of Seller's right, title and interest in and to: (i) all accounts receivable and notes receivable to the extent relating to the Business (the "Accounts Receivable"), prepayments and ------------------- prepaid expenses to the extent relating to the Business (other than those related to Excluded Assets or Excluded Liabilities), employee advances (to the extent relating to Transferred Employees), security deposits under the Leased Plant Leases, cash deposits made in connection with the Business and other current assets (tangible other than cash, bank deposits, marketable securities and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever locatedsimilar investments that are not held at the Plants) to the extent relating to the Business; (rii) all goodwill associated with finished goods, raw materials (including Prime Steel and Secondary Steel and coating and ink inventories), packaging materials, work-in-process and consigned goods (including warehoused inventories and inventories covered by purchase orders), located at a Plant or otherwise of the Business or (collectively, the Purchased Assets"Inventory"); --------- (iii) the real property described on the attached Owned Real ---------- Property Schedule at the Owned Plants, together with all buildings, ----------------- fixtures, improvements and systems located thereon and all easements, privileges, rights, rights-of-way, hereditaments and other appurtenants thereto (collectively, the right to represent to third parties that "Owned Real Property"); ------------------- (iv) the Purchaser is leases, subleases, licenses, concessions or other agreements for the successor to the BusinessLeased Plants, including all rights toamendments, extensions, renewals and goodwill inother documents with respect thereto, the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be as set forth on Section 5.14(athe attached Leased Real Property Schedule (the "Leased Plant Leases"), ----------------------------- ------------------- pursuant to which Seller uses or occupies the real property, buildings, leasehold improvements and fixtures at the Leased Plants along with all of Seller's right, title or interest in and to appurtenant rights, easements, and privileges appertaining or relating thereto leased to Seller pursuant to the Leased Plant Leases (collectively, the "Leased Real Property") of (the Disclosure Schedule;--------------------

Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the conditions of this Agreement, on at the Closing DateClosing, the Purchaser hereby agrees to purchase from the SellersSeller shall sell, and the Sellers agree to sellassign, transfer, grantconvey and deliver, conveyto the Purchaser, assign and relinquish exclusively to Purchaser (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) free and clear of all Liens (Encumbrances other than Permitted Liens) Encumbrances reflected on the Closing Statement, and the Purchaser shall purchase from the Seller all of the Sellers’ Seller’s right, title and interest in and to all assets primarily related to, or primarily used in, the following assets, properties and rights as of the Closing Date Business (collectively, the “Purchased Assets”) (but expressly excluding the Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)): (a) all Intellectual Property owned or purported to be owned by any of the Selling Group that are primarily used or held for use or otherwise primarily related to the Business, except for any Intellectual Property expressly identified as an Excluded Asset (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product. (b) all tangible embodiments of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentation; (c) all raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to the Business (“Inventory”), with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Products; (d) (i) all Contracts, outstanding proposals and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IP”);following: (i) all Intellectual Property Licenses to the extent primarily related to the Business; provided that, for the sake of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license rights in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights respect of the Sellers to receive moneyLeased Real Property, in each casetogether with any prepaid rent thereon, primarily related to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Seller under all Ancillary Lease Documents related to such Leased Real Property; (ii) all Tangible Personal Property and Tangible Personal Property Agreements, not otherwise included in clause (i) above; (iii) all Receivables; (iv) all Inventories; (v) all rights in respect of the Leased Vehicles; (vi) all assets from which the Business to receive money under Income set forth in the Maintenance Financial Statements is derived; (vii) all Customer Contracts; (gviii) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests thereinSubcontractor Agreements; (hix) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Businessbooks of account, general, financial, Tax and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”); (i) all of the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentals; (j) copies of all books, personnel records, data and informationinvoices, whether in hard copy or electronic formatshipping records, to the extent used or held for use or related to the Businesssupplier lists, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records correspondence and other documents, but records and files and any such records rights thereto owned, associated with or documents, to the extent containing Business Records shall (i) not be used employed by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition connection with the Business as conducted as other than the organizational documents, minute and stock record books (or other ownership record) and the corporate seals, if any, of the Closing, and Seller; (iix) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that goodwill of the Seller Parent may, before delivering such records and other documents relating to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (kxi) all Claims, causes of action, choses in action, rights of recovery and rights of setoff of any kind (including any such items relating to the payment of Taxes and any rights to insurance proceeds and rights under and pursuant to all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof) related to the Business pertaining to, arising out of and inuring to the benefit of the Seller; (xii) all sales and promotional literature, customer lists and other sales-related materials related to the Business owned, used, associated with or employed by the Seller as of the Business, Closing; (xiii) all Business Data, and all other data submitted by customers in connection with the use rights of the Purchased Assets, including all data related to such data Seller under the Contracts listed in Sections 3.11(a)(i)-(iv) and (such as market data vi) and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k3.14(b) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced; (m) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or the operation of the Business, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the Excluded Assets; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (oxiv) all Permits held or used by any of the Sellers primarily used or held for use inSeller in connection with, or required under applicable Law for the operation offor, the Business; Business (p) all information systems, hardware, telephone systems, Software systems, database and database systems of to the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”extent transferable); (qxv) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp Tax Returns relating to the Purchased Assets or the Business (collectively, other than Income Tax Returns of the “Purchased Equity”Seller); and (xvi) and all the Seller’s right, title and interest at the Closing in, to and under all other assets, rights and claims of every kind and nature primarily used or intended to be used in all assets (tangible and intangible)the operation of, propertiesor residing with, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor to the Business, including all rights toassets necessary to perform the obligations under the Customer Contracts. (b) Notwithstanding anything in Section 2.01(a) to the contrary, the Seller shall not sell, convey, assign, transfer or deliver to the Purchaser, and the Purchaser shall not purchase, and the Purchased Assets shall not include, any right title and interest in or to any assets, property, rights, goodwill inor business of the Seller other than as described in Section 2.01(a) (the “Excluded Assets”), including the following: (i) the Purchase Price Bank Account; (ii) all rights of the Seller under this Agreement and the Ancillary Agreements; (iii) to the extent not included in the Purchased Assets, all assets related to the Excluded Business; (iv) except as provided in Section 5.06, the names “RedHawk,” “NightStar” Retained Names and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be set forth on Marks; (v) all operating leases not listed in Section 5.14(a2.01(b)(v) of the Disclosure Schedule; (vi) all assets forth in Section 2.01 of the Disclosure Schedule;

Purchase and Sale of Purchased Assets. Upon At the Effective Time, on the terms and subject to the conditions hereof and in consideration of this Agreementthe Purchase Price to be paid to Seller by Buyer and ADMA (on behalf of Buyer), on the Closing Dateas applicable, the Purchaser hereby agrees to purchase from the SellersSeller will irrevocably and forever sell, and the Sellers agree to sellconvey, transfer, grant, convey, assign and relinquish exclusively to Purchaser deliver (and/or (at Purchaser’s discretionA) to ADMA, an Affiliate amount in cash to satisfy the payment for the par value of Purchaserthe Biotest Equity Interest, and (B) to Buyer, free and clear of all Liens (Encumbrances other than the Permitted Liens) Encumbrances, and Buyer will purchase, take delivery of and acquire from Seller, all of the Sellers’ Seller’s right, title and interest in and to the following assetsAssets, properties and rights as in each case, wherever located or by whomever possessed: (a) all Assets of Seller used exclusively in the operation of the Closing Date Biotest Therapy BU, including the (i) Assigned Contracts, (ii) Included Inventory, (iii) BTBU Prepaid Expenses, (iv) BTBU Goodwill, (v) BTBU Licenses to the extent legally transferable, (vi) Registrations, subject to Section 8.8, (vii) Promotional Materials, (viii) Applicable Permits to the extent legally transferrable, (ix) BTBU Equipment, (x) the BTBU Personal Property Leases, (xi) BTBU Records, (xii) all rights of Seller in the BTBU Intellectual Property, (xiii) BTBU Owned Real Property, (xiv) the BTBU Real Property Leases and (xv) the R&D Assets; (b) the exclusive right, title and interest in and to the Products, including the right to manufacture, develop, market, distribute, commercialize and control all regulatory affairs with respect to the Products; (c) the CIVACIR Development Project; (d) any refund or credit of Taxes attributable to any Assumed Tax Liability; provided, that the Parties acknowledge and agree that this Agreement is not intended to, and shall not be construed to, result in the transfer of Seller’s net operating losses or similar loss items that may be used or carried forward to offset gains or income in future Tax years (“NOLs”)); (e) subject to the terms and conditions of the Transition Services Agreement, the Buyer Shared Use Assets; and (f) all other Assets of Seller that are used in or held exclusively for the operation of the Biotest Therapy BU (foregoing clauses (a) through (f), collectively, the “Purchased Assets”) ), including (but expressly excluding the Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)): (ax) all Intellectual Property owned or purported to be owned by any of the Selling Group that are primarily used or held for use or otherwise primarily related to the Businessgoodwill relating thereto, except for any Intellectual Property expressly identified as an Excluded Asset (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (iiy) any Intellectual Property (including Software) that is owned or purported all rights, claims and credits in and to be owned by any all warranties, guarantees, indemnities, causes of the Selling Group action and that is: similar rights with respect to Actions (A) related to Assumed Liabilities or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use except as provided in the creationSection 2.2(h), design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product. (b) all tangible embodiments of the Intellectual Property related to Purchased Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentation; (c) all raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to the Business (“Inventory”), with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Products; (d) (i) all Contracts, outstanding proposals and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise)absolute, licensed wherever located or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) belowby whomever possessed, “Assigned Third Party IP”); (i) all Intellectual Property Licenses to the extent primarily related to the Business; provided that, for the sake of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights of the Sellers to receive money, in each case, primarily related to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance Contracts; (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”); (i) all of the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentals; (j) copies of all books, records, data and information, whether in hard copy or electronic format, to the extent used or held for use or related to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition with the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (k) all customer lists of the Business, all Business Data, and all other data submitted by customers in connection with the use of the Purchased Assets, including all data related to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced; (m) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or the operation of the Business, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the Excluded Assets; (n) all rights, that may be asserted based on events, occurrences Assets or conditions occurring or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (o) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”); (q) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all right, title and interest in all assets (tangible and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor to the Business, including all rights to, and goodwill in, the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be set forth on Section 5.14(a) of the Disclosure Schedule;Excluded Liabilities.

Purchase and Sale of Purchased Assets. Upon (a) On the terms and subject to the conditions of this Agreementset forth herein, on at the Closing DateClosing, the Sellers agree to sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned or delivered, to Purchaser, and Purchaser hereby agrees to purchase from the Sellers, and the Sellers agree good title to sell, transfer, grant, convey, assign and relinquish exclusively to Purchaser (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) free and clear of all Liens (other than Permitted Liens) all of the Sellers’ right, title and interest of the Sellers in and to the assets set forth on Annex A hereto, whether tangible or intangible, except for the Excluded Assets, free and clear of any Encumbrances (other than Encumbrances that constitute Assumed Liabilities) to which Purchaser would be subject following assets, properties and rights as of the Closing Date (collectively, the “"Purchased Assets”) (but expressly excluding "). In the Excluded Assets, and, until event it is determined following the Concurrent HPS Closing, Closing that any asset that is uniquely related to a Purchased Satellite should have been transferred to Purchaser in order for the Concurrent HPS Equity representations and the Concurrent HPS Assets (as defined below)): (a) all Intellectual Property owned or purported warranties of Sellers in Section 3.2 to be owned by any of the Selling Group that are primarily used or held for use or otherwise primarily related true but were not, such assets shall also constitute Purchased Assets and shall be transferred, without charge, to Purchaser. Subject to the Businessprovisions of Section 7.6, except for any Intellectual Property expressly identified as an Excluded Asset if after the Closing Date, Sellers, on the one hand, or Purchaser and Parent, on the other hand (the “Excluded Intellectual Property Assets”"Receiving Party") (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are receive any funds which, pursuant to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product. (b) all tangible embodiments of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentation; (c) all raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to the Business (“Inventory”), with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Products; (d) (i) all Contracts, outstanding proposals and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IP”); (i) all Intellectual Property Licenses to the extent primarily related to the Business; provided that, for the sake of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights of the Sellers to receive money, in each case, primarily related to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance Contracts; (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”); (i) all of the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxesbelong to the other party (the "Entitlement Party"), leases the Receiving Party shall hold such funds in trust for, and rentals;immediately pay over such funds to, the Entitlement Party. (jb) copies of all booksOn the Closing Date, records, data and information, whether in hard copy or electronic format, to the extent used or held for use or related to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records Sellers shall (i) not be used cure, at Sellers' sole expense, any and all defaults existing under each Assumed Contract to the extent required for Sellers to assume such Assumed Contract in the Chapter 11 Cases, (ii) pay, or to the extent permitted by the Seller Parent or its Affiliates Sale Order segregate funds sufficient to ownpay, manageany and all cure amounts due with respect to each Assumed Contract, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage (iii) assume each Assumed Contract in any business which, directly or indirectly is in competition with the Business as conducted as of the ClosingChapter 11 Cases, and (iiiv) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents Purchaser providing adequate assurance of performance to the Purchaser, redact any information or data therefrom counterparty thereto to the extent relating exclusively required by the Bankruptcy Court, assign such Assumed Contract to any assets, properties or business Purchaser pursuant to an order of the Sellers Bankruptcy Court (which may be the Sale Order or one or more other orders that are no less favorable to Parent and Purchaser than the Business; (k) all customer lists provisions of the BusinessSale Order). Effective upon and concurrently with such assignment, all Business Data, and all other data submitted by customers in connection with the use of the Purchased Assets, including all data related Purchaser shall assume each Assumed Contract assigned to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced; (m) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or the operation of the Business, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the Excluded Assets; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or it pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (o) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”); (q) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all right, title and interest in all assets (tangible and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor to the Business, including all rights to, and goodwill in, the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be set forth on this Section 5.14(a) of the Disclosure Schedule;2.1.

Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the conditions of this Agreement, on at the Closing DateClosing, the Purchaser hereby agrees to purchase from the SellersSeller shall sell, and the Sellers agree to sellassign, transfer, grantconvey and deliver, conveyto the Purchaser, assign and relinquish exclusively to Purchaser (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) free and clear of all Liens (Encumbrances other than Permitted Liens) Encumbrances reflected on the Closing Statement, and the Purchaser shall purchase from the Seller all of the Sellers’ Seller’s right, title and interest in and to all assets primarily related to, or primarily used in, the following assets, properties and rights as of the Closing Date Business (collectively, the “Purchased Assets”) (but expressly excluding the Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)): (a) all Intellectual Property owned or purported to be owned by any of the Selling Group that are primarily used or held for use or otherwise primarily related to the Business, except for any Intellectual Property expressly identified as an Excluded Asset (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product. (b) all tangible embodiments of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentation; (c) all raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to the Business (“Inventory”), with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Products; (d) (i) all Contracts, outstanding proposals and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IP”);following: (i) all Intellectual Property Licenses to the extent primarily related to the Business; provided that, for the sake of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license rights in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights respect of the Sellers to receive moneyLeased Real Property, in each casetogether with any prepaid rent thereon, primarily related to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Seller under all Ancillary Lease Documents related to such Leased Real Property; (ii) all Tangible Personal Property and Tangible Personal Property Agreements, not otherwise included in clause (i) above; (iii) all Receivables; (iv) all Inventories; (v) all rights in respect of the Leased Vehicles; (vi) all assets from which the Business to receive money under Income set forth in the Maintenance Financial Statements is derived; (vii) all Customer Contracts; (gviii) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests thereinSubcontractor Agreements; (hix) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Businessbooks of account, general, financial, Tax and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”); (i) all of the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentals; (j) copies of all books, personnel records, data and informationinvoices, whether in hard copy or electronic formatshipping records, to the extent used or held for use or related to the Businesssupplier lists, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records correspondence and other documents, but records and files and any such records rights thereto owned, associated with or documents, to the extent containing Business Records shall (i) not be used employed by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition connection with the Business as conducted as other than the organizational documents, minute and stock record books (or other ownership record) and the corporate seals, if any, of the Closing, and Seller; (iix) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that goodwill of the Seller Parent may, before delivering such records and other documents relating to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (kxi) all Claims, causes of action, choses in action, rights of recovery and rights of setoff of any kind (including any such items relating to the payment of Taxes and any rights to insurance proceeds and rights under and pursuant to all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof) related to the Business pertaining to, arising out of and inuring to the benefit of the Seller; (xii) all sales and promotional literature, customer lists and other sales-related materials related to the Business owned, used, associated with or employed by the Seller as of the Business, Closing; (xiii) all Business Data, and all other data submitted by customers in connection with the use rights of the Purchased Assets, including all data related to such data Seller under the Contracts listed in Sections 3.11(a)(i)-(iv) and (such as market data vi) and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k3.14(b) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced; (m) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or the operation of the Business, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the Excluded Assets; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (oxiv) all Permits held or used by any of the Sellers primarily used or held for use inSeller in connection with, or required under applicable Law for the operation offor, the Business; Business (p) all information systems, hardware, telephone systems, Software systems, database and database systems of to the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”extent transferable); (qxv) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp Tax Returns relating to the Purchased Assets or the Business (collectively, other than Income Tax Returns of the “Purchased Equity”Seller); and (xvi) and all the Seller’s right, title and interest at the Closing in, to and under all other assets, rights and claims of every kind and nature primarily used or intended to be used in all assets (tangible and intangible)the operation of, propertiesor residing with, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor to the Business, including all rights toassets necessary to perform the obligations under the Customer Contracts. (b) Notwithstanding anything in Section 2.01(a) to the contrary, the Seller shall not sell, convey, assign, transfer or deliver to the Purchaser, and the Purchaser shall not purchase, and the Purchased Assets shall not include, any right title and interest in or to any assets, property, rights, goodwill inor business of the Seller other than as described in Section 2.01(a) (the “Excluded Assets”), including the following: (i) the Purchase Price Bank Account; (ii) all rights of the Seller under this Agreement and the Ancillary Agreements; (iii) to the extent not included in the Purchased Assets, all assets related to the Excluded Business; (iv) except as provided in Section 5.06, the names “RedHawk,” “NightStar” Retained Names and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be set forth on Marks; (v) all operating leases not listed in Section 5.14(a2.01(b)(v) of the Disclosure Schedule; (vi) all assets forth in Section 2.01 of the Disclosure Schedule; (vii) Income Tax Returns of the Seller, and any other Tax Returns of the Seller (and related workpapers), other than those relating to the Purchased Assets or the Business; and (viii) all amounts deposited in and the assets of all Plans and all rights in connection with any trusts, insurance arrangements or other assets held pursuant to any Plans; and (ix) all Cash.

Purchase and Sale of Purchased Assets. Upon At the Effective Time, on the terms and subject to the conditions hereof and in consideration of this Agreementthe Purchase Price to be paid to Seller by Buyer, on the Closing DateSeller will sell, the Purchaser hereby agrees to purchase from the Sellers, and the Sellers agree to sellconvey, transfer, grant, convey, assign and relinquish exclusively deliver to Purchaser (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) Buyer, free and clear of all Liens (Encumbrances other than the Permitted Liens) Encumbrances, and Buyer will purchase, take delivery of and acquire from Seller, all of the Sellers’ Seller’s right, title and interest in and to the following assetsAssets: (a) all Assets of Seller relating to, properties and rights as used in or necessary for the operation of the Closing Date Biologics SBU or the development, manufacture, distribution, marketing or sale of the Products, including the Assigned Contracts, the Inventory, the BSBU Prepaid Expenses, the BSBU Goodwill, the BSBU Licenses, the Registrations, the Promotional Materials, the Applicable Permits, the BSBU Equipment, the BSBU Personal Property Leases, the BSBU Records, the BSBU Intellectual Property, the Facilities, the Centers, the BSBU Real Property and the BSBU Real Property Leases; (b) the Corporate Shared Services Assets; (c) the vacant real property located at 0000 Xxxx xx Xxxxxxxx Xxxxxxxxx XX, Xxxx Xxxxx, Xxxxxxx, with parcel number 06434706030140000; (d) any refund or credit of Taxes attributable to any Assumed Tax Liability; and (e) (i) the Buyer Shared Use Assets not split or segregated pursuant to Section 6.7(d), (ii) to the extent split or segregated pursuant to Section 6.7(d), the split or segregated portion of any Buyer Shared Use Asset agreed to by the Parties to be owned or held by Buyer after the Effective Time, and (iii) to the extent split or segregated pursuant to Section 6.7(d), the split or segregated portion of any Seller Shared Use Asset agreed by the Parties to be owned or held by Buyer after the Effective Time; (collectively, the “Purchased Assets”) ), including (but expressly excluding the Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)): (ax) all Intellectual Property owned or purported goodwill relating thereto, (y) all rights in and to be owned by any all warranties, guarantees, indemnities, causes of the Selling Group that are primarily used or held for use or otherwise primarily related action and similar rights with respect to the Business, except for any Intellectual Property expressly identified as an Excluded Asset (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: Claims (A) relating to Assumed Liabilities or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use except as provided in the creationSection 2.2(h), design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product. (b) all tangible embodiments of the Intellectual Property related to Purchased Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentation; (c) all raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to the Business (“Inventory”), with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Products; (d) (i) all Contracts, outstanding proposals and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IP”); (i) all Intellectual Property Licenses to the extent primarily related to the Business; provided that, for the sake of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights of the Sellers to receive moneynoncontingent, in each case, primarily related to the Business, all security related thereto, and any claim, remedy wherever located or other right related to any of the foregoing, whether or by whomever possessed; but not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance Contracts; (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”); (i) all of the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentals; (j) copies of all books, records, data and information, whether in hard copy or electronic format, to the extent used or held for use or related to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition with the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (k) all customer lists of the Business, all Business Data, and all other data submitted by customers in connection with the use of the Purchased Assets, including all data related to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced; (m) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or the operation of the Business, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the Excluded Assets; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (o) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”); (q) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all right, title and interest in all assets (tangible and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor to the Business, including all rights to, and goodwill in, the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be set forth on Section 5.14(a) of the Disclosure Schedule;.

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreementset forth herein, on the Closing Date, the Purchaser hereby agrees Trustee shall transfer and cause the Bankruptcy Estate to purchase from Transfer to the SellersPurchaser, and the Sellers agree to sellPurchaser shall purchase and accept from the Trustee and the Bankruptcy Estate, transfer, grant, convey, assign and relinquish exclusively to Purchaser (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) free and clear of (i) all Liens Liens, Claims and Interests against the Bankruptcy Estate and (ii) any Liens, Claims or Interests of an entity other than Permitted Liens) the Bankruptcy Estate, all of the Sellers’ Trustee's and all of the Bankruptcy Estate's right, title, and interest in, to and under all of the assets, property, rights and claims of the Bankruptcy Estate, wherever located, real, personal or mixed, whether tangible or intangible, other than the Excluded Assets, including without limitation all of the Bankruptcy Estate's right, title and interest in in, to and to under the following assets, properties and rights as of the Closing Date (collectively, the “Purchased Assets”) (but expressly excluding the Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)"PURCHASED ASSETS"): (a) all Intellectual Property owned or purported to be owned by any of Equipment, including without limitation the Selling Group that are primarily used or held for use or otherwise primarily related to the Business, except for any Intellectual Property expressly identified as an Excluded Asset (the “Excluded Intellectual Property Assets”Equipment on Schedules 1.1(b)(i) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product.1.1(b)(ii); (b) all tangible embodiments of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentationAssigned Contracts; (c) all raw materialsany Intellectual Property and any tangible embodiments thereof, works-in-process, finished goods, supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to including without limitation the Business (“Inventory”Intellectual Property listed on Schedule 1.1(c), with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Productsbut excluding any Confidential Information; (d) (i) all Contracts, outstanding proposals any business licenses and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 permits of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IP”); (i) all Intellectual Property Licenses to the extent primarily related to the Business; provided that, for the sake of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights of the Sellers to receive money, in each case, primarily related to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance Contracts; (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests thereinBankruptcy Estate, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”); (i) all of the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits and other Current Assets primarily those used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentals; (j) copies of all books, records, data and information, whether in hard copy or electronic format, to the extent used or held for use or related to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition with the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (k) all customer lists of the Business, all Business Data, and all other data submitted by customers in connection with the use of the Purchased Assets, including all data related to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually producedtransferable to the Purchaser; (me) all of the Sellers’ any claims, deposits, security deposits and other security, prepayments, prepaid assets, refunds (including tax refunds), causes of action action, rights of recovery, rights of setoff and other legal rights and remedies, whether or not known of recoupment as of the Closing Date, relating primarily including all rights, claims, credits, suits, actions or demands against any Affiliate of the Company; (f) any warranties of third parties on any Purchased Assets; (g) to the extent assignable by the Trustee to the Purchaser, property damage, but NOT liability, insurance coverage under the Bankruptcy Estate's insurance policies and insurance contracts covering any loss or damage to any of the Sellers’ ownership Purchased Assets that occurred at any time prior to the Closing Date together with any claim, action or other right the Bankruptcy Estate may have for insurance coverage under such policies and contracts that relates to any such loss or damage, and, regardless of whether or not such claims or coverage are assignable, any proceeds received from any such policy or contract from and after the Closing Date pertaining to such time period (it being understood that insurance coverage for, and claims relating to, any Excluded Assets are being retained by the Bankruptcy Estate); (h) any books of account, ledgers, financial, accounting and Tax records and all general and personnel records, files, invoices, customers' and suppliers' lists, other distribution and mailing lists, price lists, reports, plans, advertising materials, catalogues, billing records, sales and promotional literature, manuals, and customer and supplier correspondence (the "RECORDS") that pertain to the Purchased Assets and/or provided that the operation Purchaser shall make such Records available to the Trustee (or any other party acquiring property from the Bankruptcy Estate) upon reasonable requests and subject to execution of a confidentiality agreement reasonably acceptable to the BusinessPurchaser; provided that Records do not include any confidential or propriety information, or trade secrets, contained in any form or medium, that the Bankruptcy Estate is prohibited from transferring to a third party pursuant to an agreement or confidentiality obligation that is enforceable against the Trustee ("CONFIDENTIAL INFORMATION"); (i) any Accounts Receivable; (j) any Inventory; (k) any cash, cash equivalents, securities and investments, including, but not limited to, any and all cash, check, money order, wire transfer or other deposits; (l) any litigation claims, rights and causes of action, excluding any litigation claims, rights and causes of action and other legal rights and remedies against TCP, the Lenders or any directors, officers or employees of the Sellers Bankruptcy Estate; (m) any rights to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; refunds or (ii) relating exclusively to the Excluded Assetsreturn of Taxes; (n) to the extent transferable by applicable law and provided that such inclusion would not subject the Purchaser to any Liabilities under any Excluded Contract, all rights, that may be asserted based on events, occurrences rights under any Contract under which the counterparty or conditions occurring counterparties agree or existing after have agreed not to compete with the Closing, under operations or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor property of the SellersCompany or of the Bankruptcy Estate or agree or have agreed to keep confidential information regarding the Company or the Bankruptcy Estate, the Transferred Companies or without regard to whether any of their Affiliates with respect to the Business or any Purchased Asset;such Contract is an Excluded Contract; and (o) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”); (q) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all right, title and interest in all assets (tangible and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor to the Business, including all rights to, and goodwill in, the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be set forth on Section 5.14(a) of the Disclosure Schedule;.

Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the conditions of this Agreement, on at the Closing DateClosing, the Purchaser hereby agrees to purchase from the Sellerseach Novamedix Seller shall sell, and the Sellers agree to sellassign, transfer, grantconvey and deliver, conveyor cause to be sold, assign assigned, transferred, conveyed and relinquish exclusively delivered, to Purchaser (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) the Purchasers, free and clear of all Liens (Liens, other than Permitted Liens) , and the Purchasers shall purchase from each Novamedix Seller, all of the Sellers’ such Novamedix Seller’s right, title and interest in and to the following assets, properties and rights as of the Closing Date (collectively, the “Purchased Assets”) (but expressly excluding the Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)): (a) all Intellectual Property owned or purported to be owned by any of the Selling Group that are primarily used or held for use or otherwise primarily related to the Business, except for any Intellectual Property expressly identified as an Excluded Asset (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within Properties of such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product. (b) all tangible embodiments of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentation; (c) all raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to the Business (“Inventory”), with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Products; (d) (i) all Contracts, outstanding proposals and open purchase orders Novamedix Sellers that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IP”); (i) all Intellectual Property Licenses to the extent primarily related to the Business; provided that, for the sake of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights of the Sellers to receive money, in each case, primarily related to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance Contracts; (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”); (i) all of the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentals; (j) copies of all books, records, data and information, whether in hard copy or electronic format, to the extent used or held for use or related to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services forto, or otherwise carry on or engage in any business which, directly or indirectly is in competition with the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (k) all customer lists of the Business, all Business Data, and all other data submitted by customers in connection with the use of the Purchased Assets, including all data related to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced; (m) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or the operation of the Business, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the Excluded Assets; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (o) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business;, including the following assets (such assets to be purchased by the Purchasers being referred to as the “Novamedix Seller Purchased Assets”): (pi) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are Intellectual Property primarily related to, used in or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT SystemsIntellectual Property”), including such Intellectual Property listed on Schedule 2.1(a)(i) of the Disclosure Schedules; (ii) all claims of the Novamedix Sellers and their Affiliates, if any, against any third parties for past, present and future infringement of all Transferred Intellectual Property; (iii) all machinery and equipment, tooling, molds, dies, instruments and supplies primarily related to, used in or held for use in the Business, and any replacement or spare parts for any of foregoing, wherever located (together with equipment identified on Schedule 2.1(b) of the Disclosure Schedules, the “Equipment”), including such fixed assets (with their respective locations) listed on Schedule 2.1(a)(iii) of the Disclosure Schedules; (iv) all inventories of finished goods used in or held for use in the Business, wherever located, by any Sellers (together with inventory identified on Schedule 2.1(b) of the Disclosure Schedules, the “Inventory”); (qv) all information, including proprietary and confidential information, primarily related to the Business, including all business records (including any non income tax records), books, models, price lists, art work, tool drawings, software code and supporting documentation, plans, designs, blueprints, schematic drawings, engineering data, and the like with respect to the Business Products in the possession of or used by the Novamedix Sellers and primarily related to the Business, customer lists and files, correspondence with customers and account histories, sales literature and promotional or other material pertaining to the Business Products, material relating to the purchase of materials, supplies and services, research and commercial data, credit information, catalogs, brochures and training and other manuals; (vi) subject to Section 6.13, all of the Novamedix Sellers’ right, title and interest under all Contracts with respect to the Business Products or otherwise primarily related to the Business; provided, however, that the assignment hereunder of any Contract designated by Purchasers and set forth on Schedule 2.1(a)(vi) of the Disclosure Schedules shall not be effective until the termination or expiration of the Other Supply Agreement or such other time as specified on Schedule 2.1(a)(vi) of the Disclosure Schedules; (vii) subject to Section 6.13, all franchises, approvals, permits, orders, certificates, variances and product licenses and license applications, permits and other authorizations and approvals of the Novamedix Sellers issued by Governmental Authorities primarily for the Business (together with those franchises, approvals, permits, orders, certificates, variances and outstanding Equity Interests in Concurrent NC Product licenses and Concurrent Asia Corp (collectivelylicense applications, permits and other authorizations and approvals listed on Schedule 2.1(b) of the Disclosure Schedules, the “Governmental Permits”); provided, however, that the assignment hereunder of any Governmental Permit that is necessary for the performance of services by any of the Sellers under the Other Supply Agreement and/or the Transition Services Agreement shall not be effective until the termination or expiration of those services under such applicable agreement(s) that require such Governmental Permits; (viii) all of the Novamedix Sellers’ rights, causes of action, vendor, supplier and similar claims, deposits, prepayments, refunds, judgments, claims and demands of whatever nature, known or unknown, primarily related to the Business, the Novamedix Seller Purchased Equity”Assets or the Assumed Liabilities; (ix) all prepaid items and deferred items or credits and deposits listed on Schedule 2.1(a)(ix) of the Disclosure Schedules; and (x) the goodwill of the Novamedix Sellers to the extent related to the Business or the Novamedix Seller Purchased Assets. (b) Upon the terms and subject to the conditions of this Agreement, at the Closing, each Other Seller shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchasers, free and clear of all Liens, other than Permitted Liens, and the Purchasers shall purchase from each Other Seller, all of such Other Seller’s right, title and interest in and to all assets (tangible Assets and intangible), properties, Permits, causes Properties of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties such Other Sellers that the Purchaser is the successor to the Business, including all rights to, and goodwill in, the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” are listed on or required to be set forth on Section 5.14(aSchedule 2.1(b) of the Disclosure ScheduleSchedules (such assets to be purchased by the Purchasers being referred to as the “Other Seller Purchased Assets”, and together with the Novamedix Seller Purchased Assets, the “Purchased Assets”). (c) Notwithstanding anything in Section 2.1(a) or Section 2.1(b) to the contrary, the Sellers shall not sell, convey, assign, transfer or deliver, nor cause to be sold, conveyed, assigned, transferred or delivered, to the Purchasers, and the Purchasers shall not purchase, and the Purchased Assets shall not include, the Seller’s right, title and interest in or to the following assets (any such assets, the “Excluded Assets”): (i) all cash and cash equivalents of the Sellers on hand at Closing; (ii) all accounts and notes receivable of the Sellers arising prior to the Closing Date; (iii) all ownership or leasehold interests in any real estate; (iv) all casualty, liability and individual life insurance policies owned or obtained by the Sellers; (v) the corporate minute books and stock registers of the Sellers; (vi) the income Tax records covering transactions of the Sellers occurring prior to the Closing Date; (vii) the personnel records (including all human resources and other records) of the Sellers; (viii) all inventories of raw materials and work-in-progress related to, used in or held for use in the Business, which will instead be sold and conveyed to Purchasers in accordance with the terms of the applicable Supply Agreement; (ix) any prepaid items and deferred items or credits and deposits other than those listed on Schedule 2.1(a)(ix) of the Disclosure Schedules; (x) all contracts necessary for the performance of obligations by any of the Sellers under the Impad Supply Agreement (including supplier agreements), to the extent such contracts are not utilized by the Business for any purpose other than the manufacture by Breg Mexico of Business Products covered by the Impad Supply Agreement; (xi) any assets of the Other Sellers not listed on Schedule 2.1(b) of the Disclosure Schedules; and (xii) any other assets described on Schedule 2.1(c) of the Disclosure Schedules. (d) The parties acknowledge and agree that on the Closing Date, subject to the conditions set forth herein, (i) all of the Purchased Assets described in Section 2.1(a)(i), Section 2.1(a)(ii), and Section 2.1(a)(x) (other than the Italian Assets) shall be conveyed to Covidien AG; (ii) all Inventory located in Brazil shall be conveyed to Mallinckrodt Brazil; (iii) all of the Inventory and Equipment purchased from Promeca S.A. de C.V. shall be conveyed to Xxxxxxx Mexico, (iv) all of the Inventory located in Breg Mexico and Puerto Rico and all of the Equipment located in Breg Mexico shall be conveyed to Covidien LP; and (v) all of the remaining Purchased Assets shall be conveyed to Covidien AG. The Italian Assets shall be conveyed to the Italian Purchaser after the Closing Date in accordance with Section 6.16.

Purchase and Sale of Purchased Assets. Upon (a) On the terms and subject to the conditions of this Agreementset forth herein, on at the Closing DateClosing, the Sellers agree to sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned or delivered, to Purchaser, and Purchaser hereby agrees to purchase from the Sellers, and the Sellers agree good title to sell, transfer, grant, convey, assign and relinquish exclusively to Purchaser (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) free and clear of all Liens (other than Permitted Liens) all of the Sellers’ right, title and interest of the Sellers in and to the assets set forth on Annex A hereto, whether tangible or intangible, except for the Excluded Assets, free and clear of any Encumbrances (other than Encumbrances that constitute Assumed Liabilities) to which Purchaser would be subject following assets, properties and rights as of the Closing Date (collectively, the “Purchased Assets”) (but expressly excluding ). In the Excluded Assets, and, until event it is determined following the Concurrent HPS Closing, Closing that any asset that is uniquely related to a Purchased Satellite should have been transferred to Purchaser in order for the Concurrent HPS Equity representations and the Concurrent HPS Assets (as defined below)): (a) all Intellectual Property owned or purported warranties of Sellers in Section 3.2 to be owned by any of the Selling Group that are primarily used or held for use or otherwise primarily related true but were not, such assets shall also constitute Purchased Assets and shall be transferred, without charge, to Purchaser. Subject to the Businessprovisions of Section 7.6, except for any Intellectual Property expressly identified as an Excluded Asset if after the Closing Date, Sellers, on the one hand, or Purchaser and Parent, on the other hand (the “Excluded Intellectual Property AssetsReceiving Party”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are receive any funds which, pursuant to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product. (b) all tangible embodiments of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentation; (c) all raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to the Business (“Inventory”), with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Products; (d) (i) all Contracts, outstanding proposals and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IP”); (i) all Intellectual Property Licenses to the extent primarily related to the Business; provided that, for the sake of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights of the Sellers to receive money, in each case, primarily related to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance Contracts; (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”); (i) all of the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentals; (j) copies of all books, records, data and information, whether in hard copy or electronic format, belong to the extent used or held for use or related to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 other party (the “Business RecordsEntitlement Party”); provided that , the Seller Parent Receiving Party shall have hold such funds in trust for, and immediately pay over such funds to, the right to retain its own copies of such records and other documentsEntitlement Party. (b) On the Closing Date, but any such records or documents, to the extent containing Business Records Sellers shall (i) not be used cure, at Sellers’ sole expense, any and all defaults existing under each Assumed Contract to the extent required for Sellers to assume such Assumed Contract in the Chapter 11 Cases, (ii) pay, or to the extent permitted by the Seller Parent or its Affiliates Sale Order segregate funds sufficient to ownpay, manageany and all cure amounts due with respect to each Assumed Contract, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage (iii) assume each Assumed Contract in any business which, directly or indirectly is in competition with the Business as conducted as of the ClosingChapter 11 Cases, and (iiiv) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents Purchaser providing adequate assurance of performance to the Purchaser, redact any information or data therefrom counterparty thereto to the extent relating exclusively required by the Bankruptcy Court, assign such Assumed Contract to any assets, properties or business Purchaser pursuant to an order of the Sellers Bankruptcy Court (which may be the Sale Order or one or more other orders that are no less favorable to Parent and Purchaser than the Business; (k) all customer lists provisions of the BusinessSale Order). Effective upon and concurrently with such assignment, all Business Data, and all other data submitted by customers in connection with the use of the Purchased Assets, including all data related Purchaser shall assume each Assumed Contract assigned to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced; (m) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or the operation of the Business, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the Excluded Assets; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or it pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (o) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”); (q) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all right, title and interest in all assets (tangible and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor to the Business, including all rights to, and goodwill in, the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be set forth on this Section 5.14(a) of the Disclosure Schedule;2.1.

Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the conditions of this Agreement, on at the Closing DateClosing, the Seller shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, and the Purchaser hereby agrees to shall purchase from the SellersSeller, all the assets, properties, goodwill and business of every kind and description and wherever located, whether tangible or intangible, real, personal or mixed, directly or indirectly owned by the Seller or to which it is directly or indirectly entitled and, in any case, belonging to or used or intended to be used in the Business, other than the Excluded Assets (the assets to be purchased by the Purchaser being referred to as the "Purchased Assets"), including the following: (i) all the Owned Real Property of the Seller and all rights of the Seller in respect of the Leased Real Property; (ii) all furniture, fixtures, equipment, machinery and other tangible personal property used or held for use by the Seller at the locations at which the Business is conducted, or otherwise owned or held by the Seller at the Closing for use in the conduct of the Business; (iii) all vehicles used in the Business; (iv) all Inventories; (v) all Receivables other than such receivables that are listed as Excluded Assets on Schedule 2.01(b)(viii) hereof; (vi) all books of account, general, financial, Tax and personnel records, invoices, shipping records, supplier lists, correspondence and other documents, records and files and any rights thereto owned, associated with or employed by the Seller in connection with the Business other than organization documents, minute and stock record books and the Sellers agree corporate seal of the Seller; (vii) the goodwill of the Seller relating to sell, transfer, grant, convey, assign and relinquish exclusively to Purchaser the Business; (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) free and clear of all Liens (other than Permitted Liensviii) all of the Sellers’ Seller's right, title and interest in in, to and to under the following assetsOwned Intellectual Property; (ix) all claims, properties causes of action, rights of recovery and rights as of the Closing Date setoff of any kind (collectivelyincluding rights to insurance proceeds and rights under and pursuant to all warranties, the “Purchased Assets”) (but expressly excluding the Excluded Assetsrepresentations and guarantees made by suppliers of products, andmaterials, until the Concurrent HPS Closingor equipment, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined belowor components thereof)): (a) all Intellectual Property owned or purported to be owned by any of the Selling Group that are primarily used or held for use or otherwise primarily , related to the Business pertaining to, arising out of and inuring to the benefit of the Seller; (x) all sales and promotional literature, customer lists and other sales-related materials related to the Business owned, used, associated with or employed by the Seller at the Closing; (xi) all rights of the Seller under all contracts, licenses, sublicenses, agreements, leases, commitments, and sales and purchase orders, and under all bids and offers related to the Business (together with the Material Contracts, the "Contracts"); (xii) all municipal, state and federal franchises, permits, licenses, agreements, waivers and authorizations held or used by the Seller in connection with, or required for, the Business, except for any Intellectual Property expressly identified as an Excluded Asset to the extent transferable; and (xiii) all the “Excluded Intellectual Property Assets”) (Seller's right, title and interest at the Closing in, to and under all such Intellectual Property other than assets, rights and claims of every kind and nature used in the Excluded Intellectual Property Assetsoperation of, or residing with, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy ProductBusiness. (b) all tangible embodiments of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related Notwithstanding anything in Section 2.01(a) to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Productcontrary, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentation; (c) all raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to the Business (“Inventory”), with that the understanding that Purchased Assets shall exclude the following constitute Inventory assets and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Products; (d) (i) all Contracts, outstanding proposals and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IP”); (i) all Intellectual Property Licenses to the extent primarily related to the Business; provided that, for the sake of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights of the Sellers to receive money, in each case, primarily related to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance Contracts; (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”); (i) all of the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentals; (j) copies of all books, records, data and information, whether in hard copy or electronic format, to the extent used or held for use or related to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used properties owned by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition with (the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (k) all customer lists of the Business, all Business Data, and all other data submitted by customers in connection with the use of the Purchased Assets, including all data related to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced; (m) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or the operation of the Business, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the "Excluded Assets; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (o) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”); (q) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all right, title and interest in all assets (tangible and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor to the Business, including all rights to, and goodwill in, the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be set forth on Section 5.14(a) of the Disclosure Schedule;"):

Purchase and Sale of Purchased Assets. Upon In accordance with the terms provisions of this Agreement and subject except as set forth in Section 2.2, at the Closing, the Seller will sell, convey, assign, transfer and deliver to the conditions of this Agreement, on the Closing Date, the Purchaser hereby agrees to purchase from the SellersPurchaser, and the Sellers agree to sellPurchaser will purchase and acquire from the Seller, transfer, grant, convey, assign and relinquish exclusively to Purchaser (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) free and clear of all Liens (other than Permitted Liens) Encumbrances, all of the Sellers’ Seller’s right, title and interest in and to all of the following Seller’s property and assets, properties real, personal or mixed, tangible and intangible, of every kind and description, wherever located (collectively, the “Purchased Assets”), including the following: (a) all notes and accounts receivable, including all trade accounts receivable and other rights as to payment from customers, and the full benefit of all security for such accounts or rights to payment; (b) all inventories, wherever located, including all finished goods, work in process, raw materials, spare parts and all other materials and supplies to be used in the production of finished goods; (c) all of the rights of the Seller under all Contracts listed in Section 3.14(a), but excluding any Contract that is an Excluded Asset pursuant to Section 2.2(d); (d) all of the rights and obligations of Seller under the Assumed Loan Documents from and after the Closing Date; (e) all machinery, equipment, furniture, furnishings, computer hardware, vehicles, tools, dies, molds and other items of tangible personal property of every kind owned or leased by the Seller (collectively, the “Tangible Personal Property”), and the full benefit of all express or implied warranties by the manufacturers or sellers or lessors of any item or component part thereof; (f) all leasehold or subleasehold estates and other rights to use or occupy any real property leased, subleased or licensed by or from the Seller or otherwise used or occupied by the Seller (collectively, the “Leased Real Property”); (g) all real property in which the Seller has fee simple, leasehold or other ownership interest, including, without limitation, (i) the all buildings, structures, fixtures and other improvements located thereon or attached or appurtenant thereto or owned by the Seller and located on Leased Real Property and all easements, licenses, rights and appurtenances relating to the foregoing and (ii) the Real Property Purchase Option (collectively, the “Owned Real Property”); (h) all Intellectual Property owned, created, acquired, licensed or used by the Seller at any time prior to and through the Closing Date (collectively, the “Purchased Assets”) (but expressly excluding the Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)): (a) all Intellectual Property owned or purported to be owned by any of the Selling Group that are primarily used or held for use or otherwise primarily related to the Business, except for any Intellectual Property expressly identified as an Excluded Asset (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product. (b) all tangible embodiments of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentation; (c) all raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to the Business (“InventoryProperty”), and all other intangible rights of the Seller including all goodwill associated with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Products; (d) (i) all Contracts, outstanding proposals and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IP”); (i) all Intellectual Property Licenses to the extent primarily related to the Business; provided that, for the sake of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or Governmental Authorizations held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights of the Sellers to receive money, in each case, primarily related to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance Contracts; (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”); (i) all of the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentals; (j) copies of all books, records, data and information, whether in hard copy or electronic format, to the extent used or held for use or related to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition with the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (k) all customer lists of the Business, all Business Data, and all other data submitted by customers in connection with the use of the Purchased Assets, including all data related to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used pending applications therefor or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literaturerenewals thereof, in each case to the extent actually producedtransferable to the Purchaser; (j) all books, records, manuals and other materials (in any form or medium), including all client and customer lists, referral sources, supplier and vendor lists, purchase orders, sales and purchase invoices, research and development reports and records, production reports and records, service and warranty records, equipment logs, operating guides and manuals, drawings, engineering specifications, financial and accounting records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and similar documents, personnel and employee benefits records and copies of all other records described in Section 2.2(e) to the extent the Seller is legally permitted to provide copies of such records to the Purchaser; (k) all rights and interests of the Seller under all insurance policies under which the Seller or any of the Purchased Assets is or has been insured to the extent such rights or interests relate to any of the Assumed Liabilities or any casualty affecting any of the Purchased Assets; (l) all claims, rights and defenses of the Seller against third parties relating to any of the 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 the Seller may be entitled in connection with any of the Purchased Assets or Assumed Liabilities; and (m) all rights of the Sellers’ claimsSeller relating to deposits and prepaid expenses, causes claims for refunds and rights of action and other legal rights and remediesoffset that are not excluded under Section 2.2(f). Notwithstanding the foregoing, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership transfer of the Purchased Assets and/or pursuant to this Agreement does not include the operation assumption of the Business, but excluding causes of action and other legal rights and remedies of the Sellers any Liability related to the extent they are (i) against Purchased Assets unless the Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the Excluded Assets; (n) all rights, expressly assumes that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or Liability pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (o) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”); (q) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all right, title and interest in all assets (tangible and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor to the Business, including all rights to, and goodwill in, the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be set forth on Section 5.14(a) of the Disclosure Schedule;2.3

Purchase and Sale of Purchased Assets. Upon Subject to the terms and subject to the conditions of this Agreement, on as of the Closing Dateor the Second Closing, the Purchaser hereby agrees to purchase from the Sellersas applicable, Seller shall, and the Sellers agree to shall cause its applicable Affiliate to, sell, transfer, grant, convey, assign assign, transfer and relinquish exclusively deliver to Purchaser, and Purchaser (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) free shall purchase and clear of all Liens (other than Permitted Liens) accept from Seller, all of the Sellers’ Seller’s and such Affiliate’s right, title and interest in and to the following assets, properties and rights as of the Closing Date (collectively, the “Purchased Assets”) (but expressly excluding the Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)): (a) the Advance Lines and the Loans, together with all Intellectual Property owned or purported to be owned by any related collateral in the possession of the Selling Group that are primarily used or held for use or otherwise primarily related granted to the Business, except for any Intellectual Property expressly identified as an Excluded Asset (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product Seller or any Legacy Product.Affiliate thereof; (b) all tangible embodiments of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentationCash; (c) all raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to the Business (“Inventory”), with that the understanding that the following constitute Inventory and Purchased Fixed Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Products; (d) (i) all Contracts, outstanding proposals and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IP”)Wealth Management Relationships; (ie) the Letters of Credit issued by Seller, together with all Intellectual Property Licenses to reimbursement agreements, related documents (including any collateral documents) and all related collateral in the extent primarily related to the Business; provided that, for the sake possession of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under granted to Seller or any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”Affiliate thereof; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments the Leases and rebates, ATM Leases and other rights of the Sellers to receive money, in each case, primarily related to the Business, all security related thereto, and deposits held by the lessor under any claim, remedy Lease or other right related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance ContractsATM Lease; (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests thereinOwned Real Properties; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related of Seller’s rights with respect to the Businesscontracts and relationships arising from and relating to the Deposit Liabilities, including, without limitation, deposit account, online banking and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”)cash management agreements; (i) the Safe Deposit Agreements and all of keys for the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentalssafe deposit boxes; (j) copies of all books, records, data and information, whether in hard copy or electronic formatinsurance premiums paid by Seller to the FDIC which are allocated to the deposit insurance coverage for the Deposit Liabilities following the Closing Date, to the extent used that a proration or held for use or related adjustment is made with respect to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and such premiums pursuant to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition with the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the BusinessSection 3.6; (k) all customer lists any of Seller’s prepaid expenses related to the operations of the Business, all Business Data, and all other data submitted by customers in connection to the extent that a proration or adjustment is made with the use of the Purchased Assets, including all data related respect to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on expenses pursuant to Section 2.1(k) of the Disclosure Schedule;3.6; and (l) copies of all current and to the extent reasonably availablepermitted by applicable law and regulation, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced; (m) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or the operation of the Business, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the Excluded Assets; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (o) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”); (q) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all Seller’s right, title and interest in and to all assets (tangible and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated with the Business or Records concerning the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor to the Business, including all rights to, and goodwill in, the names “RedHawk,” “NightStar” and “SIMulation Workbench” Assets set forth in clauses (a) through (k) above and the other names set forth under Assumed Liabilities in the heading “Real-Time Trademarks” on or required to be set forth on Section 5.14(a) possession of the Disclosure Schedule;Seller.

Purchase and Sale of Purchased Assets. Upon Subject to the terms and subject to the conditions of this Agreement, on at the Closing DateClosing, the Purchaser hereby agrees to purchase from the Sellers, and the Sellers agree to Seller Parties shall sell, transfer, grantassign, convey, assign transfer and relinquish exclusively deliver to Purchaser, and Purchaser (and/or (at Purchasershall purchase, acquire and take assignment and delivery of, each Seller Party’s discretion) to an Affiliate of Purchaser) free and clear of all Liens (other than Permitted Liens) all of the Sellers’ right, title and interest in and to all of the following assets, properties and rights as of Seller Parties (other than the Closing Date Excluded Assets) which exclusively relate to, or are used or held for use in the Business listed below (collectively, the “Purchased Assets”) (but expressly excluding the Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)): (a) all Intellectual Property owned or purported to be owned by any of the Selling Group that are primarily used tangible personal property owned, leased or held for use or otherwise primarily related to the Businessby each Seller Party, except for any Intellectual Property expressly identified as an Excluded Asset (the “Excluded Intellectual Property Assets”) (well as all manufacturers’ warranties associated with such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations items set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product. (b) all tangible embodiments of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentation; (c) all raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to the Business (“Inventory”), with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Products; (d1.1(a) (i) all Contractscollectively, outstanding proposals and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IP”); (i) all Intellectual Property Licenses to the extent primarily related to the Business; provided that, for the sake of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights of the Sellers to receive money, in each case, primarily related to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance Contracts; (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”); (ib) all work-in-process of Seller Parties set forth on Schedule 1.1(b) (collectively, the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing“Work-In-Process”), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentals; (jc) copies the IP Licenses, Licensed IP and Intellectual Property, as well as all transferable manufacturers’ warranties associated with such items, as set forth on Schedule 1.1(c) (collectively, the “Assigned IP Assets”); (d) the claims, deposits, prepayments, warranty and guarantee rights, refunds and rebates and similar items set forth on Schedule 1.1(d) (collectively, the “Prepaid Items”); (e) the Contracts set forth on Schedule 1.1(e) (collectively, the “Assigned Agreements”); (f) the Customer Prepayments listed on Schedule 1.7(a); (g) all rights, claims and causes of all books, records, data and information, whether in hard copy or electronic format, to the extent used or held for use or related action against third parties relating to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and rights against suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but under warranties covering any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition with the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (k) all customer lists of the Business, all Business Data, and all other data submitted by customers in connection with the use of the Purchased Assets, including all data related to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced; (m) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or the operation of the Business, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser transferable in accordance with respect to the Transactions contemplated herebytheir terms; or (ii) relating exclusively to the Excluded Assets;and (nh) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect phone numbers relating to the Business or any Purchased Asset; (o) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”set forth on Schedule 1.1(h); (q) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all right, title and interest in all assets (tangible and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (ri) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor to the Business, including all rights to, and goodwill in, the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be set forth on Section 5.14(a) of the Disclosure Schedule;.

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, on at the Closing DateClosing, the Purchaser hereby agrees to purchase from the SellersSellers shall sell, and the Sellers agree to sellassign, transfer, grantconvey and deliver to Purchaser, conveyand Purchaser shall purchase and acquire from Sellers, assign all of Sellers’ right, title and relinquish exclusively interest in and to Purchaser all assets owned or leased, or used primarily in the operation of the Business, including the following (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) the “Purchased Assets”), free and clear of all Liens (other than Permitted Liens) all of the Sellers’ right, title and interest in and to the following assets, properties and rights as of the Closing Date (collectively, the “Purchased Assets”) (but expressly excluding the Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)): (a) all Intellectual Property owned or purported to be owned by any of the Selling Group that are primarily used or held for use or otherwise primarily related to the Business, except for any Intellectual Property expressly identified as an Excluded Asset (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product.Structures; (b) all tangible embodiments of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentationOwned Real Property; (c) all raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to the Business (“Inventory”), with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy ProductsSign Location Leases; (d) all Advertising Contracts; (ie) all Contractsrights, outstanding proposals obligations and open purchase orders that are primarily related claims under those wireless communication contracts for antennae attached to the BusinessStructures, other than Contracts, outstanding proposals or open purchase orders specifically identified on including those listed in Section 2.3(b1.1(e) or Section 2.5 of the Sellers’ Disclosure Schedule as Excluded (the “Wireless Contracts”); (f) to the extent transferable upon the processing of applicable administrative documents, all (x) Outdoor Advertising Permits, and (y) any other Permits that relate primarily to the Business (collectively, the “Transferred Permits”); (g) rights and benefits under Contracts with third parties that grant to any Seller or its Affiliates any rights to a defense or to be indemnified for any cost, expense, liability, Loss or damage by a third party to the extent relating to the Business or the Purchased Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned ContractsIndemnity Agreements”); provided that the following are those certain rights to a defense or to be included within indemnified, as applicable, for such cost, expense, liability, Loss or damage related to any Excluded Liabilities (the definitions of Assigned “Excluded Third Party Indemnity Rights”) shall not be sold, assigned, transferred, conveyed or furnished to Purchaser; (h) rights and benefits under those Contracts and with third parties that are non-competition agreements or non-interference agreements to the extent related to the Business or the Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IPNon-Competition Agreements”); (i) all Intellectual Property Licenses rights and benefits under Contracts with third parties pursuant to which, and to the extent primarily related to the Business; provided that, for Seller, its Affiliates or their predecessors acquired ownership or leasehold interest in the sake of clarityPurchased Assets, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license including those described in any Intellectual Property that is: (ASection 1.1(i) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights of the Sellers to receive money, in each case, primarily related to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement Sellers’ Disclosure Schedule (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance Contracts; (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “EquipmentAcquisition Agreements”); (ij) all of the prepaid expenses (Books and Records to the extent relating to the Purchaser will receive the benefit Business or Purchased Assets, including Sign Location Lease files, Transferred Permit files, Advertising Contract files, customer and lessor correspondence files comprising part of such prepaid expenses following the Closing), deposits Books and other Current Assets primarily used or held for use in or primarily or otherwise related Records to the Businessextent relating to the Business or Purchased Assets, but excluding any Purchased Asset or any Assumed Liability, whether or not reflected Books and Records referred to in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentalsSection 1.2(c); (jk) copies except for the Fairway Marks, all Owned Intellectual Property used primarily in the operation of the Business (the “Acquired Owned IP”); (l) all booksLicensed Intellectual Property used primarily in the operation of the Business (together with the Acquired Owned IP, recordscollectively, data the “Acquired IP”); (m) except with respect to the Fairway Marks, all creative, promotional, marketing and information, advertising materials (whether in hard copy or computer or other electronic format) of Sellers primarily used in, to the extent used or held for use primarily in connection with or related primarily relating to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers operation of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition with the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (kn) all customer lists claims, prepayments, refunds, causes of the Businessaction, all Business Datarights of recovery, and all other data submitted by customers in connection with the use rights of the Purchased Assetsset off, including all data related to such data (such as market data and aggregated data)rights of recoupment, including without limitation the Sales Force CRM files listed on Section 2.1(k) rights, counterclaims, credits, causes of the Disclosure Schedule; (l) copies action or rights of all current and to the extent reasonably available, historical sales and promotional material and literature set-off against any Person to the extent primarily arising out of or primarily relating to the Purchased Assets; (o) all tangible personal property of Sellers used or held for use primarily in the operation of the Business, including samplesbut not limited to all unbuilt structures, premium sections, lights, spare parts, inventory and promotional itemssupplies, pamphlets equipment and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, rolling stock utilized in each case to the extent actually produced; (m) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or the useful for operation of the Business, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the Excluded Assets; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (o) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the BusinessStructures; (p) all information systems, hardware, telephone systems, Software systems, database and database systems the facility leases described on Section 1.1(p) of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder Sellers’ Disclosure Schedule (collectively, the “Transferred IT SystemsFacility Leases”); (q) all issued keys, security codes and, to the extent actually held in Sellers’ possession as of immediately prior to the Closing, original files for (1) all Leased Real Property and outstanding Equity Interests in Concurrent NC Owned Real Property, and Concurrent Asia Corp (collectively, 2) those Permits to the “Purchased Equity”) and all right, title and interest in all assets (tangible and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever locatedextent related primarily to the Business; (r) all goodwill associated with and going concern value of Sellers primarily arising out of or relating to the Business or the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor ; (s) all other intangible assets to the extent primarily used or primarily useful in the operation of the Purchased Assets or Business, including without limitation all rights toto telephone numbers and post office boxes; causes of action, claims and demands of whatever nature (whether or not liquidated) of Sellers or their Affiliates to the extent primarily relating to the Purchased Assets, including condemnation rights and proceeds, and goodwill inall rights against suppliers (including manufacturers and contractors) under warranties covering any of the same, the names “RedHawk,” “NightStar” including but not limited to warranties of manufacturers and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be installers of digital Structures; and (t) all Contracts of Sellers set forth on Section 5.14(a1.1(t) of the Sellers’ Disclosure Schedule;Schedule (the “Other Assigned Contracts”).

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, on upon the Closing DateClosing, the Purchaser Buyer hereby agrees to purchase from the SellersSeller, and the Sellers agree Seller hereby agrees to sell, convey, transfer, grant, convey, assign and relinquish exclusively deliver to Purchaser (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) the Buyer, free and clear of all Liens (other than the Permitted Liens) ), all of the Sellers’ Seller’s right, title and interest in in, to and to the following assets, properties and rights as under all of the Closing Date assets of the Seller other than the Excluded Assets (collectively, the “Purchased Assets”) (but expressly excluding ), wherever located, whether real, personal or mixed, tangible or intangible, as the Excluded Assets, and, until same shall exist as of the Concurrent HPS Closing, including, without duplication, the Concurrent HPS Equity following assets and the Concurrent HPS Assets (as defined below)):properties: (a) all Intellectual Property owned or purported to be owned by any equity interests of each of the Selling Group that are primarily used Subsidiaries owned, directly or held for use or otherwise primarily related to indirectly, by the Business, except for any Intellectual Property expressly identified as an Excluded Asset (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations Seller set forth on in Section 5.14(a)(ii2.1(a) of the Disclosure Schedule or that are required to be set forth (the “Transferred Subsidiaries”), including all entity books and records of the Transferred Subsidiaries; (b) all cash and Cash Equivalents of the Seller and the Transferred Subsidiaries, except the Excluded Cash; (c) the Seller’s interests in the real property leases listed on Section 5.14(a)(ii2.1(c) of the Disclosure Schedule (the “Leased Real Property”) together with all buildings, structures, installations, fixtures, trade fixtures, building equipment and (ii) any Intellectual Property (including Software) that is owned or purported to be other improvements owned by any of the Selling Group and that is: (A) Seller located on or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product. (b) all tangible embodiments of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related attached to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentation; (c) all raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to the Business (“Inventory”), with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy ProductsLeased Real Property; (d) all fixed assets and tangible personal property owned by or otherwise in the control of the Seller, including (i) all Contractsfurniture, outstanding proposals fixtures, machinery, equipment, supplies, computer hardware and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy ProductSoftware, and (ii) all rights other fixed assets and interests tangible personal property used in or related to the Business (including all rights and interest in Intellectual Property whether presently known or unknowncollectively, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IPTangible Personal Property”); (ie) all Transferred Intellectual Property Licenses 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 primarily related to laws of all jurisdictions, including the Business; provided that, for the sake of clarity, all such Registered Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides listed in Section 4.13(a) of the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with Disclosure Schedule identified as owned by the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”Seller; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights of the Sellers to receive moneySeller’s Contracts and its rights thereunder, except the Contracts set forth in each case, primarily related to the Business, all security related thereto, and any claim, remedy or other right related to any Section 2.2(d) of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance ContractsDisclosure Schedule; (g) all of the Transferred CashSeller’s accounts, all bank accounts billed and lockboxes holding such Transferred Cash unbilled receivables and all rights and interests thereinother amounts due to the Seller from third-party payors; (h) all personal property (other than Inventory) primarily used or held for use of the Seller’s claims, deposits, prepaid expenses, advance payments, causes of action, choses in or primarily related action, rights of recovery, rights of set-off and rights of recoupment, except to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”)extent in respect of any Excluded Asset; (i) all of the prepaid expenses (Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentalsAssets; (j) copies all of all booksthe Seller’s franchises, recordsapprovals, data permits, licenses, orders, registrations, certificates, variances and informationsimilar rights obtained from a Governmental Entity, whether including those listed in hard copy or electronic formatSection 4.21(b) of the Disclosure Schedule, to the extent used or held for use or related to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition with the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Businesstransferable; (k) all customer lists of the BusinessSeller’s books, all Business Datarecords, supplier lists, customer lists, customer files and all records, business forms, creative materials, advertising and promotional materials and other data submitted by customers in connection printed or written materials associated with the Business (subject, in the case of personnel records, to any required consent by Employees, it being understood that the Seller and the Buyer shall cooperate in good faith and use of their respective reasonable best efforts to obtain such consent on or prior to the Purchased Assets, including all data related to such data (such as market data and aggregated dataClosing Date), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced; (m) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or the operation of the Business, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the Excluded Assets; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (o) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”); (q) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all right, title and interest in all assets (tangible and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all Seller’s goodwill associated with the Business or and the Purchased Assets, together ; and (m) the Benefit Plans and all of the Seller’s rights in and with respect to the assets associated with the right to represent to third parties that the Purchaser is the successor Benefit Plans, except to the Business, including all rights to, and goodwill in, the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be set forth on Section 5.14(a) of the Disclosure Schedule;extent that such Benefit Plans are Excluded Assets.

Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the conditions of this Agreement, on at the Closing DateClosing, the Sellers shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser hereby agrees to (or one or more of the Purchaser’s designated Affiliates), and the Purchaser (or one or more of the Purchaser’s designated Affiliates) shall purchase from the Sellers, and the Sellers agree to sell, transfer, grant, convey, assign and relinquish exclusively to Purchaser (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) free and clear of all Liens (other than Permitted Liens) all of the Sellers’ right, title and interest in and to the following assetsassets (the assets to be purchased by the Purchaser or the Purchaser’s designated Affiliates being referred to as, properties the “Purchased Assets”): (i) subject to receipt of the applicable Servicing Agreement Consents and in accordance with Section 2.07(a), the Servicing Interests, the Servicing Agreements and the Underlying Documents, including (A) all Servicing Fees accrued but not collected as of the Calculation Time and all Late Fees and Ancillary Income due or assessed but not collected as of the Calculation Time and (B) all rights to receive (1) reimbursement pursuant to the Servicing Agreements for Servicer Advances outstanding as of the Calculation Time and (2) Servicing Fees that are accrued and unpaid with respect to the Servicing Agreements as of the Calculation Time; (ii) all Servicer Advance Receivables that are outstanding as of the Calculation Time; (iii) all credits, prepaid expenses, deferred charges, security deposits, prepaid items and duties as of the Calculation Time to the extent (A) exclusively related to a Purchased Asset (other than those related to the Purchased Assets referred to in clauses (i) and (ii) above) or (B) related to the Purchased Assets referred to in clauses (i) and (ii) above; (iv) the Assumed Contracts; (v) the Leased Real Property; (vi) the Personal Property and the Personal Property Leases; (vii) subject to the Sellers’ rights set forth in Section 5.25, the Transferred IT Platform; (viii) subject to the Sellers’ rights set forth in Section 5.25, the Transferred Intellectual Property; (ix) subject to receipt of the applicable Third Party Consents, the Sellers’ rights and obligations under the licenses for the Intellectual Property set forth in Section 3.12(a)(ix) of the Disclosure Schedule (the “Transferred Intellectual Property Licenses”); (x) all Acquired Accounts Receivables that are outstanding as of the Calculation Time; (xi) all files, books of account, general, financial and personnel records to the extent used exclusively in connection with the Business or the Purchased Assets, including copies of the Data Base and all files, books of account, general, financial and personnel records to the extent used primarily in connection with the Business or the Purchased Assets (it being understood and agreed that any information contained in such copies that does not relate to the Business or the Purchased Assets may, in the Sellers’ sole discretion, be redacted by or on behalf of the Sellers); (xii) all signage, marketing aides, art and collectibles that incorporate any Trademarks that are part of the Transferred Intellectual Property; (xiii) all causes of action, lawsuits, judgments, claims, refunds, choses in action, rights of recovery, rights of set-off, rights of recoupment, demands and any other rights or Claims of any nature, whether arising by way of counterclaim or otherwise, available to or being pursued by either Seller to the extent related exclusively to the Purchased Assets and/or Assumed Liabilities, including, for the avoidance of doubt, all such rights with respect to any Servicer Litigation, whether pending as of the Closing Date (collectively, the “Purchased Assets”) (but expressly excluding the Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)): (a) all Intellectual Property owned or purported to be owned by any of the Selling Group that are primarily used or held for use or otherwise primarily related to the Business, except for any Intellectual Property expressly identified as an Excluded Asset (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations including those set forth on in Section 5.14(a)(ii2.01(a)(xiii) of the Disclosure Schedule Schedule) or that are required arises after the Closing Date; (xiv) all guaranties, warranties, indemnities and similar rights in favor of the Sellers or any of their Affiliates to be the extent related to any Purchased Asset, other than those referred to in Section 2.01(b)(x); (xv) to the extent permitted by Law, all Permits held by the Sellers to the extent exclusively related to the Business or the Purchased Assets; and (xvi) (A) the assets accounted for in the Closing Date Platform Purchase Price set forth in the Proposed Closing Date Acquisition Statement (or if adjusted pursuant to Section 5.14(a)(ii2.08, the Final Platform Purchase Price) of as well as any and all other assets that would be required by the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported Agreed Upon Procedures to be owned by any of accounted for in the Selling Group Closing Date Platform Purchase Price set forth in the Proposed Closing Date Acquisition Statement (or if adjusted pursuant to Section 2.08, the Final Platform Purchase Price), to the extent so accounted for, and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use the assets expressly referenced as “Purchased Assets” in the creationAgreed Upon Procedures (including “TOTAL PROPERTY, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy ProductPLANT AND EQUIPMENT” and “HAMP FEES,” in each case as defined in the Agreed Upon Procedures). (b) all tangible embodiments of Notwithstanding anything in Section 2.01(a) to the Intellectual Property Assetscontrary, including all tangible embodiments of the Intellectual Property owned or purported to be Purchased Assets shall exclude the following assets and properties owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentation; Sellers (c) all raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to the Business (“Inventory”), with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Products; (d) (i) all Contracts, outstanding proposals and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned ContractsExcluded Assets”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IP”);): (i) all Intellectual Property Licenses signage, marketing aides, art and collectibles (other than those referred to the extent primarily related to the Business; provided thatin Section 2.01(a)(xii), for the sake of clarity, all such Intellectual Property Licenses which shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a constitute Purchased Asset whether or not it is primarily related to the Business and Assets); (ii) all the Retained Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”Property; (fiii) all accounts receivable, notes receivable, deferred charges, chattel paper, the Sellers’ Marks; (iv) any Permits (other than those referred to in Section 2.01(a)(xv)); (v) any Tax refunds, Tax credits, allowances, earn-out payments, royalty Tax rebates or similar payments and rebates, and other rights of the Sellers relating to receive money, in each case, primarily related to the Business, all security related thereto, and Excluded Taxes; (vi) any claim, remedy or other right assets related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance ContractsPlans; (gvii) any organizational documents, minutes and stock record books and corporate seals of the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests thereinSellers or any Affiliate of the Sellers; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”); (iviii) all of the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits and other Current Assets primarily used or held for use assets listed in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentals; (j) copies of all books, records, data and information, whether in hard copy or electronic format, to the extent used or held for use or related to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition with the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (k) all customer lists of the Business, all Business Data, and all other data submitted by customers in connection with the use of the Purchased Assets, including all data related to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k2.01(b)(viii) of the Disclosure Schedule; (lix) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation rights of the Business, including samples, premium Sellers and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising their Affiliates under this Agreement and the artwork relating to sales and promotional literature, in each case to the extent actually producedAncillary Agreements; (mx) all of the Sellers’ claimsguaranties, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or the operation of the Business, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the Excluded Assets; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees indemnities and similar rights in favor of the Sellers, the Transferred Companies Sellers or any of their Affiliates to the extent arising prior to the Closing Date; (xi) (A) all causes of action, lawsuits, judgments, claims, refunds, choses in action, rights of recovery, rights of set-off, rights of recoupment, demands and any other rights or Claims of any nature, whether arising by way of counterclaim or otherwise, available to or being pursued by either Seller on its behalf or on behalf of its Affiliates related to (i) the other Excluded Assets or (ii) the Servicing of any Servicing Agreement prior to the Closing Date; (B) any such rights of the Sellers to bring an action for a deficiency judgment against any Mortgagor under any Mortgage Loan that either Seller serviced prior to the Closing Date, except if and to the extent that the pursuit of a deficiency judgment is brought on behalf of the Investor pursuant to the applicable Servicing Agreement; and (C) all rights to indemnification pursuant to the Servicing Agreements for any indemnifiable losses incurred by the Sellers or their respective Affiliates in connection with, arising out of or relating to any Litigation brought by or against either Seller or any of its Affiliates with respect to the Business Servicing of any Servicing Agreement by either Seller or any Purchased Asset;prior Servicer or subservicer prior to the Closing Date, whether pending as of the Closing Date or that arises after the Closing Date; and (oxii) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”); (q) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all right, title and interest in all assets (tangible and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor to the Business, including all rights to, and goodwill in, the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be set forth on Section 5.14(a) of the Disclosure Schedule;Cash.

Purchase and Sale of Purchased Assets. Upon the terms and subject (a) The Seller shall sell to the conditions Buyer and the Buyer shall purchase all of this Agreementthe right, title and interest, if any, of the Seller in and to the Purchased Assets pursuant to the Approval and Vesting Order and the Buyer shall pay the Purchase Price and assume the Assumed Liabilities on the Closing Date, the Purchaser hereby agrees to purchase from the Sellers, and the Sellers agree to sell, transfer, grant, convey, assign and relinquish exclusively to Purchaser (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) free and clear of all Liens (other than Permitted Liens) all of the Sellers’ right, title and interest in and subject to the following assets, properties terms and rights as of the Closing Date (collectively, the “Purchased Assets”) (but expressly excluding the Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)): (a) all Intellectual Property owned or purported to be owned by any of the Selling Group that are primarily used or held for use or otherwise primarily related to the Business, except for any Intellectual Property expressly identified as an Excluded Asset (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (conditions contained in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Productthis Agreement. (b) all tangible embodiments The Buyer hereby acknowledges to and in favour of the Intellectual Property Seller that the Buyer has conducted its own investigations and inspections of the Purchased Assets and that the Buyer is responsible to conduct its own inspections and investigations of all matters and things connected with or in any way related to the Purchased Assets, that the Buyer has satisfied itself with respect to the Purchased Assets and all matters and things connected with or in any way related to the Purchased Assets, that the Buyer has relied entirely upon its own investigation and inspections in entering into this Agreement, that the Buyer is purchasing the Purchased Assets on an "as is, where is" basis as at the Closing Date, that the Buyer will accept the Purchased Assets in their present state, condition and location and that the Buyer hereby acknowledges that the Seller has made no representations, warranties, conditions, statements, promises or collateral agreements, express or implied save and except as are contained herein, with respect to the Purchased Assets, including all tangible embodiments of the Intellectual Property owned or purported as to be owned by any of the Selling Group related to the Products title, encumbrances, assignability, description, fitness for purpose, merchantability, quantity, condition or the Legacy Productsquality of any matter or thing whatsoever, including all hardware Products inventory and with respect to shares of subsidiaries of any Software Productof the Dumex Entities, the underlying Software number and the class thereof and any of the rights, privileges or restrictions and conditions which might attach thereto, the issuance value, subscription, priority, restriction, donation, reduction, conversion or quality thereof, any matters relating to corporate governance, any transfers, put or call options or other rights or restrictions which might exist by contract or law which might prevent, limit or restrict the Seller's ability to transfer the shares or the Seller's right to sell, assign, transfer or convey any of the Purchased Assets. Without limiting the generality of the foregoing, any and all related source codeconditions, object codewarranties and representations expressed or implied pursuant to the Sale of Goods Act (Ontario) do not apply to the sale of the Purchased Assets and have been waived by the Buyer. Except as expressly set forth in this Agreement, media filesno adjustments shall be allowed to the Buyer for any changes in condition, specificationsquality or quantity of the Purchased Assets to and including the Closing Date. The Buyer acknowledges that the Seller is not required to inspect or count, designs or provide any inspection or counting, of the Purchased Assets or any parts thereof and technical documentation;the Buyer shall be deemed, at its own expense, to have relied entirely upon its own inspection and investigation of the Purchased Assets. Nothing contained herein shall require the Seller following Closing to take possession of, protect, preserve or otherwise safeguard any Purchased Assets which are not assignable without the consent of any Person. (c) all raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated The Buyer acknowledges that are primarily used or held for use in or otherwise primarily related it shall be the Buyer's responsibility to the Business (“Inventory”), with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Products; (d) (i) all Contracts, outstanding proposals and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IP”); (i) all Intellectual Property Licenses to the extent primarily related to the Business; provided that, for the sake of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights of the Sellers to receive money, in each case, primarily related to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance Contracts; (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property obtain at its own expense (other than Inventorypayment of Transaction Costs discussed in Section 2.4) primarily used or held for use in or primarily related to the Businessany consents, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”); (i) all of the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset approvals or any Assumed Liability, whether further documentation or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with assurances which may be required to carry out the terms of this Agreement, including without limitation ad valorem taxes, leases and rentals; (j) copies of all books, records, data and information, whether obtaining any rights in hard copy or electronic format, to the extent used or held for use or related to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition with the Business as conducted as of the Closing, and (ii) shall be assets subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact lease or any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (k) all customer lists of the Business, all Business Data, and all other data submitted by customers in connection with the use of the Purchased Assets, including all data related to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced; (m) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or which are not assignable without the operation consent or other action of the Businessa third party (or parties). The Seller agrees to cooperate to obtain any such consents, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the Excluded Assets; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (o) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”); (q) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all right, title and interest in all assets (tangible and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor to the Business, including all rights toapprovals, and goodwill init shall do such acts and shall execute such further documents, the names “RedHawk,” “NightStar” and “SIMulation Workbench” conveyances, deeds, assignments, transfers and the other names set forth under like, and will cause the heading “Real-Time Trademarks” on doing of such acts and will cause the execution of such further documents as are within its power, as the Buyer may reasonably request be done and or required executed, in order to be set forth on Section 5.14(a) carry out the terms of the Disclosure Schedule;this Agreement.

Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the conditions of this Real Estate Purchase Agreement, on at the RE Closing Datethe Company shall cause the RE Sellers (excluding the Lumiere RE Sellers), the Purchaser hereby agrees to purchase from the Sellers, RE Lessees and the Entity Sellers agree to sell, transfer, grant, convey, assign and relinquish exclusively transfer to Purchaser Gamma (and/or or its designee), and Gamma will (at Purchaser’s discretionor will cause its designee to) to an Affiliate of Purchaser) free purchase, acquire and clear of all Liens (other than Permitted Liens) all of accept from such RE Sellers, the Sellers’ right, title RE Lessees and interest in and to the Entity Sellers the following assets, properties and rights as of the Closing Date (collectivelyproperties, the “Purchased Assets”) (but expressly excluding the Excluded Assetsrights, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)): (a) all Intellectual Property owned or purported to be owned by any of the Selling Group that are primarily used or held for use or otherwise primarily related to the Business, except for any Intellectual Property expressly identified as an Excluded Asset (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product. (b) all tangible embodiments of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentation; (c) all raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to the Business (“Inventory”), with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Products; (d) (i) all Contracts, outstanding proposals and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IP”); (i) all Intellectual Property Licenses to the extent primarily related to the Business; provided that, for the sake of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights of the Sellers to receive money, in each case, primarily related to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance Contracts; (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”); (i) all of the prepaid expenses (to the extent the Purchaser will receive the benefit claims of such prepaid expenses following the Closing), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentals; (j) copies of all books, records, data and information, whether in hard copy or electronic format, to the extent used or held for use or related to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition with the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (k) all customer lists of the Business, all Business Data, and all other data submitted by customers in connection with the use of the Purchased Assets, including all data related to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced; (m) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or the operation of the Business, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the Excluded Assets; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the RE Sellers, the Transferred Companies RE Lessees and the Entity Sellers, wherever located, whether tangible or any of their Affiliates with respect to the Business or any Purchased Asset; (o) all Permits held by any of the Sellers primarily used or held for use inintangible, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”); (q) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all right, title and interest in thereto and thereunder free and clear of all assets Liens, other than Permitted Liens (tangible collectively, (i) - (iv) below, the “Gamma Acquired Assets”): (i) the Gamma Conveyed Properties; (ii) the Ground Leased Properties; (iii) the Propcos; and (iv) the benefits, rights, rights of Action and intangibleclaims (express or implied) to the extent related to the Gamma Conveyed Properties, the Ground Leased Properties or the Propcos. (b) Upon the terms and subject to the conditions of this Real Estate Purchase Agreement, at the RE Closing the Company shall cause the Lumiere RE Sellers to sell, assign and transfer to Parent (or its designee), and Parent will (or will cause its designee to) purchase, acquire and accept from the Lumiere RE Sellers the following assets, properties, Permitsrights, causes Contracts and claims of actionthe Lumiere RE Sellers, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; , whether tangible or intangible, and all right, title and interest thereto and thereunder free and clear of all Liens, other than Permitted Liens (rcollectively, (i)-(ii) all goodwill associated with below, the Business or the Purchased “Parent Acquired Assets”, and together with the right to represent to third parties that Gamma Acquired Assets, the Purchaser is “Transferred Real Estate Assets”): (i) the successor Parent Conveyed Properties; and (ii) the benefits, rights, rights of Action and claims (express or implied) to the Business, including all rights to, and goodwill in, extent related to the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be set forth on Section 5.14(a) of the Disclosure Schedule;Parent Conveyed Properties.”

Purchase and Sale of Purchased Assets. Upon the terms and subject ------------------------------------- to the conditions hereof and in reliance upon the representations, warranties, covenants and agreements herein contained: (a) AT&T PCS shall partition and disaggregate the PCS License to create, as more particularly described on Exhibit 2.1, (i) a License (the "AT&T PCS Contributed License") providing in the ---------------------------- aggregate the right to use 20 MHz of this Agreementauthorized frequencies to provide broadband PCS services throughout the entirety of the Norfolk, on the Closing Date, the Purchaser hereby agrees to purchase from the SellersVirginia BTA, and (ii) a License (the Sellers agree "AT&T PCS Retained License") providing in the aggregate the right ------------------------- to use the balance of the authorized frequencies under the PCS License to provide broadband PCS services throughout the entirety of the Norfolk-Richmond, Virginia MTA (which right shall be exercised by AT&T PCS in accordance with the Stockholders Agreement), and (b) at the Closing, AT&T PCS shall sell, transfer, grantassign, conveyconvey and deliver to the Company (or one or more Designated Purchasers), assign and relinquish exclusively to Purchaser (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) free and clear of all Liens (other than Permitted Liens) all those arising under any of the Sellers’ rightobligations being assumed by the Company pursuant to Section 2.4), title and interest in the Company shall purchase, acquire and accept from AT&T PCS, the AT&T PCS Contributed License. In addition to the AT&T PCS Contributed License, upon the terms and subject to the conditions hereof and in reliance upon the representations, warranties, covenants and agreements herein contained, at the Closing, AT&T PCS shall sell, transfer, assign, convey and deliver to the Company (or one or more Designated Purchasers), free and clear of all Liens (other than Liens securing the Assumed Liabilities), and the Company shall purchase, acquire and accept from AT&T PCS, the following assets, properties and rights assets of AT&T PCS used in the operation of the System as of the same exist at the Closing Date (collectivelytogether with the AT&T PCS Contributed License, the “"Purchased Assets”) (but expressly excluding the Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)"): (a) all Intellectual Property owned the fixed assets of AT&T PCS listed on Exhibit 2.1 (a) (consisting of real property, buildings and improvements to real property, furniture, furnishings, fixtures, leasehold improvements, office or purported to be owned by any other equipment, vehicles, machinery and equipment, switches, cell site equipment, electrical power units, antennas, transmission lines, microwave equipment, tools and computer hardware and software listed on Exhibit 2.1(a)) or acquired after the date hereof for use exclusively in the operation of the Selling Group that are primarily used or held for use or otherwise primarily related to the Business, except for any Intellectual Property expressly identified as an Excluded Asset (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product.System; (b) all tangible embodiments supplies of AT&T PCS held for use exclusively in the operation of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentationSystem; (c) all raw materialsprepaid property taxes, works-in-processprepaid rent, finished goods, supplies prepaid freight and other inventoriesprepaid expenses, wherever situated that are primarily used or held for use in or otherwise primarily related deposits and deferred charges of AT&T PCS relating to the Business (“Inventory”), with that operation of the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy ProductsSystem; (d) (i) all Contracts, outstanding proposals and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, and (ii) all rights and interests (including benefits under all rights leases, contracts and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (Bother agreements listed on Exhibit 2.1(d) (together the "Assigned Agreements") or entered into after the date hereof and prior to the Closing Date in accordance with Section 4.3(c) or the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IP”)Management Agreement; (ie) all Intellectual Property Licenses any operating data, books and records, customer and subscriber lists and credit information, engineering data, drawings and advertising and promotional materials, suppliers= lists, manuals, blueprints, employee payroll and benefit records, economic, demographic and other studies and construction reports relating exclusively to the extent primarily related System. AT&T PCS may make and retain, or the Company will furnish to the BusinessAT&T PCS, copies of such records as reasonably required by AT&T PCS; provided that, for the sake of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”;and (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights of assets used by AT&T PCS exclusively in the Sellers to receive money, in each case, primarily related business relating to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance Contracts; (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”); (i) System. The Purchased Assets constitute all of the prepaid expenses (to the extent the Purchaser will receive the benefit assets of such prepaid expenses following the Closing), deposits and other Current Assets primarily AT&T PCS which are used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentals; (j) copies of all books, records, data and information, whether in hard copy or electronic format, to the extent used or held for use or related to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition with the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (k) all customer lists of the Business, all Business Data, and all other data submitted by customers in connection with the use of the Purchased Assets, including all data related to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samples, premium System and promotional items, pamphlets and brochures, historical and current television, radio, internet and not used by AT&T PCS in any other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced; (m) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or the operation of the Business, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the Excluded Assets; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (o) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”); (q) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all right, title and interest in all assets (tangible and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor to the Business, including all rights to, and goodwill in, the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be set forth on Section 5.14(a) of the Disclosure Schedule;its operations.

Purchase and Sale of Purchased Assets. Upon In reliance upon the terms representations and warranties contained herein, and subject to the terms and conditions hereof, each of this Agreementthe Companies shall sell, on the Closing Date, the Purchaser hereby agrees to purchase from the Sellers, and the Sellers agree to sellconvey, transfer, grant, convey, assign and relinquish exclusively deliver to Purchaser Buyer at the Closing (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) as hereinafter defined), free and clear of all Liens liens, security interests, deeds or indentures of trust, mortgages, encumbrances and restrictions (other than Permitted Liens) Encumbrances, as hereinafter defined), all of its assets and properties of every kind, nature and description of the Companies except as otherwise provided below (all of such assets being referred to herein as the "PURCHASED ASSETS"), including without limitation all of Sellers’ ' right, title and interest in and to the following assets, properties and rights as assets of the Closing Date (collectively, the “Purchased Assets”) (but expressly excluding the Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)):Companies: (a) all Intellectual Property owned or purported to be the real properties owned by any of the Selling Group that are primarily used Company, together with any buildings or held for use or otherwise primarily related to the Businessother improvements and fixtures thereon, except for any Intellectual Property expressly identified as easements and appurtances thereto and other real property rights relating thereto (each an Excluded Asset (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property Assets"OWNED REAL PROPERTY" and collectively, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product."OWNED REAL PROPERTIES"); (b) all tangible embodiments of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned real properties leased by any of the Selling Group related to the Products Company, together with any buildings or the Legacy Productsother improvements or fixtures thereon, including all hardware Products inventory easements and with respect to any Software Productappurtances thereto and other real property rights relating thereto (each a "LEASED REAL PROPERTY" and collectively, the underlying Software "LEASED REAL PROPERTIES") pursuant to those leases described on SCHEDULE 1.1(B) (each a "FACILITY LEASE," and all related source codecollectively, object codethe "FACILITY LEASES"), media files, specifications, designs as more particularly defined and technical documentationdescribed therein (each Owned Real Property or Leased Real Property shall be referred to herein as a "REAL PROPERTY" and collectively as the "REAL PROPERTIES"); (c) all raw materialsthat certain Agreement Not to Compete dated March 1, works2006 (the "XXXXX NON-in-processCOMPETE") between A&J Ventures, finished goodsLLC, supplies and other inventoriesCapistrano Investments, wherever situated that are primarily used or held for use in or otherwise primarily related to the Business LLC, Xxxxxxxx Investments, LLC, Xxxxxxxxxxx X. Xxxxx (“Inventory”"XXXXX"), with that AT Health Ventures, LLC, Arbor Springs, LLC, Arbor Brook, LLC, Arbor Creek, LLC, Sandia Staffing, LLC, Healthcare Investors Of New Mexico - Springs, LLC, and AHC Advisors, LLC, but excluding any liability of the understanding that Sellers or their Affiliates for amounts payable by Sellers or their Affiliates to Xxxxx under the following constitute Inventory and Purchased Assets: raw materialsXxxxx Non-Complete, workswhether before or after the Closing, including, without limitation, the payment obligations of Sellers or their Affiliates set forth in Section 8 of the Xxxxx Non-inCompete (collectively, the "XXXXX NON-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy ProductsCOMPETE LIABILITIES"); (d) that certain Agreement Not to Complete dated July 26, 2007 (ithe "XXXXXX NON-COMPETE") all Contracts, outstanding proposals and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 between Hospice of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other ContractsSandias, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy ProductLLC, and Xxxxxxxxx Xxxxxx (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise"XXXXXX"), licensed but excluding any liability of the Sellers or otherwise made available their Affiliates for amounts payable by Sellers or their Affiliates to Xxxxxx under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with Xxxxxx Non-Complete, whether before or after the Assigned Third Party IP identified Closing, including, without limitation, the payment obligations of Sellers or their Affiliates set forth in Section 2.1(e)(ii) below6 of the Xxxxxx Non-Compete (collectively, “Assigned Third Party IP”the "XXXXXX NON-COMPETE LIABILITIES"); (ie) all Intellectual Property Licenses to the extent primarily related to the Business; provided that, for the sake of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights of the Sellers to receive money, in each case, primarily related to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance Contracts; (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests thereintangible assets, including machinery, without limitation machinery and equipment, furniture, office equipment, communications equipment leasehold improvements, fixtures and other improvements, including, without limitation, those located on or within any Real Property or otherwise related to the Acquired Facilities (collectively, the "IMPROVEMENTS"), and all inventories and supplies, including without limitation, those located at any Real Property or otherwise related to the Acquired Facilities (including telephoneswithout limitation linens and purchased parts and supplies); (f) originals or duplicate copies of all financial, accounting and vehicles 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 allowed by law, and other similar property, rights and information; (g) all Company Intellectual Property (as hereinafter defined) to the “Equipment”extent assignable or transferable; (h) all goodwill and corporate opportunities, including pending business development opportunities at Santa Fe, New Mexico (including as reflected in the draft ground lease between St. Xxxxxxx Hospital and Laurel Healthcare Providers, LLC); Muleshoe, Texas; Espanola, New Mexico; and any new hospice locations (collectively, the "DEVELOPMENT AREAS"); (i) all the Family Member Severance Agreements (defined below), but excluding any liability of the prepaid expenses (Sellers or their Affiliates for amounts payable by Sellers or their Affiliates to the extent Family Members under the Purchaser will receive the benefit of such prepaid expenses following Family Member Severance Agreements, whether before or after the Closing), deposits and other Current Assets primarily used including, without limitation, the payment obligations of Sellers or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected their Affiliates set forth in the Financial ReportsFamily Member Severance Agreements (collectively, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentals;"FAMILY MEMBER SEVERANCE LIABILITIES"); and (j) copies of all booksrights under the personal property leases, recordslicense agreements, data and informationcontracts, whether in hard copy or electronic formatagreements, to the extent used or held for use or related to the Businesspermits, including without limitation all email addressessale orders, residential or business addresses and related informationpurchase orders, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records open bids and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry commitments listed on or engage in any business which, directly or indirectly is in competition with the Business as conducted as of the ClosingSchedule A of, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (k) all customer lists of the Business, all Business Data, and all other data submitted specifically assumed by customers in connection with the use of the Purchased Assets, including all data related to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced; (m) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or the operation of the Business, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the Excluded Assets; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the SellersBuyer under, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; Operations Transfer Agreement (o) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”); (q) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all right, title and interest in all assets (tangible and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor to the Business, including all rights to, and goodwill inFacility Leases, the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be set forth on Section 5.14(a) of the Disclosure Schedule;"ASSUMED CONTRACTS").

Purchase and Sale of Purchased Assets. Upon (a) At the Closing, upon the terms and subject to the conditions of set forth in this Agreement, on the Closing Date, the Purchaser hereby agrees to purchase purchase, acquire and accept from the SellersSeller, and the Sellers agree Seller agrees to sell, assign, transfer, grantconvey and deliver, conveyor cause to be sold, assign and relinquish exclusively assigned, transferred, conveyed or delivered, to Purchaser (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) , free and clear of all Liens (other than Permitted Liens) ), all of the SellersSeller’s or its Affiliates’ right, title and interest in, to and under the assets owned, used or held for use primarily in and to the following assets, properties and rights as operation of the Closing Date Business (collectively, the “Purchased Assets”) (but expressly excluding ), including the Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)):following: (ai) all Intellectual Property owned deposits and expenses that have been prepaid by Seller or purported its Affiliates (or a predecessor owner), including security deposits with third-party suppliers or vendors, prepaid lease and rental payments, prepaid property Taxes, postage, utility deposits, and expenses to be owned by any the extent attributable to the ownership and operation of the Selling Group that are primarily used or held for use or otherwise primarily related to the Business, except for including as set forth or described in Section 2.01(a)(i) of the Seller Disclosure Schedule, but excluding any Intellectual Property expressly identified such prepaid deposits and expenses attributable to Excluded Assets or that constitute Excluded Assets; (ii) without duplication of the matters set forth elsewhere in this Section 2.01(a), all “current assets” included in the Net Working Capital; (iii) all Inventories as an Excluded Asset set forth or disclosed in Section 2.01(a)(iii) of the Seller Disclosure Schedule; (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (iiv) the Intellectual Owned Real Property Registrations set forth on Section 5.14(a)(ii2.01(a)(iv) of the Seller Disclosure Schedule and all Improvements located therein or that are required thereon (collectively, the “Acquired Owned Real Property”); (v) all items of Tangible Personal Property, including as set forth or disclosed in Section 2.01(a)(v) of the Seller Disclosure Schedule; (vi) all rights of Seller or its Affiliates under the Contracts primarily relating to be the Purchased Assets, Assumed Liabilities or the Business, including those set forth in Section 5.14(a)(ii2.01(a)(vi) of the Seller Disclosure Schedule and the CBA(s) (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product. (b) all tangible embodiments of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Productcollectively, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentation; (c) all raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to the Business (“Inventory”), with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Products; (d) (i) all Contracts, outstanding proposals and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Assumed Contracts”); provided that for the following are avoidance of doubt, the term Assumed Contracts shall not include any of the employment agreements listed in Section 2.01(a)(vi) of the Seller Disclosure Schedule or any Seller Employee Plan other than as provided in Section 8.08; (vii) to be included within the definitions of Assigned Contracts and Purchased Assets extent transferable pursuant to applicable Law (including upon request or application to a Governmental Authority or which will pass to Purchaser as successor in addition title to any other ContractsPurchased Assets by operation of Law), outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): all Permits (Aincluding Environmental Permits) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating related to the creationownership and operation of the Business, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance including as set forth or support of any Product or Legacy Product, and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified described in Section 2.1(e)(ii2.01(a)(vii) below, of the Seller Disclosure Schedule (the “Assigned Third Party IPTransferred Permits”); (iviii) all Intellectual Property Licenses agreements, documents, books, records and files, including all documents, instruments, papers, electronic correspondence, records and files stored on computer disks or tapes or any other storage medium, studies, reports, drawings, microfilms, photographs, letters, journals, title policies, regulatory filings, purchase orders, invoices, shipping records, operating records, operating, safety and maintenance manuals, engineering design plans, blueprints and as-built plans, user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.), equipment repair, safety, maintenance or service records, technical data, business plans, necessary financial data, operating data, environmental records, plans and studies, personnel and employment records, necessary accounting and Tax records (including Tax Returns), ledgers, filings or other documentation relating to any litigation or other Liability, internal and external correspondence, and any additional books and records set forth or described in Section 2.01(a)(viii) of the Seller Disclosure Schedule whether in paper, e-mail, digital or other tangible form, in each case, to the extent primarily used in or associated with the ownership or operation of the Business, and which may be accessed by Seller for a period of seven (7) years after the Closing Date and/or copies of which may be retained by Seller (collectively, the “Records”); (ix) all right, title and interest of Seller or its Affiliates in and to the Intellectual Property used in the Business and as set forth or described in Section 2.01(a)(ix) of the Seller Disclosure Schedule, and all other Intellectual Property owned or licensed by Seller or its Affiliates that is used by Seller in connection with or in support of the ownership or operation of the Business (collectively, the “Transferred Intellectual Property”), as well as the right to xxx and recover damages for past infringement, misappropriation, or other violation of any of the foregoing. The Transferred Intellectual Property includes, without limitation, Seller’s rights in the following names used in the Business: “Commodore Homes”, “Colony Factory Crafted Homes”, “Clarion Homes”, “R-Anell Homes”, “Pennwest Homes”, “Manorwood Homes” and “Mid-Country Homes” and derivatives thereof, and any and all goodwill relating to any of the foregoing.; (x) except to the extent related to any of the Excluded Assets, all causes of action (including counterclaims), defenses, claims, credits, demands, remedies or rights of set-off of any kind against third parties to the extent relating to or arising from any Assumed Liability or the ownership or operation of the Business; provided that, for the sake of clarityincluding insurance proceeds, condemnation awards and all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; rights under or pursuant to warranties, representations, covenants, agreements, indemnities or guarantees made or provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property Assumed Contracts or otherwise; (xi) all applicable warranties against manufacturers or vendors, to the extent that is: (A) embedded such warranties are transferable, and all items of personal property due under applicable warranties, in each case as in existence on the date hereof, but excluding such items disposed of by Seller or incorporated into any Product its Affiliates in the ordinary course of business prior to the Closing in accordance with this Agreement, and including such additional items as may be acquired by Seller or Legacy Product or (B) is otherwise used or held its Affiliates for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance ownership or support operation of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related the Business in the ordinary course of business prior to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”Closing in accordance with this Agreement; (fxii) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earnthe inventory and finance and rent-out payments, royalty payments and rebates, and other rights to-own loan receivables owned by Seller as of the Sellers to receive money, in each case, primarily related to the Business, all security related thereto, Closing Date and any claim, remedy or certain other right related to any loan receivables set forth on Section 2.01(a)(xii) of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement Seller Disclosure Schedule (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance Contracts; (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “EquipmentLoan Receivables”); (ixiii) all of the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentalsAcquired Subsidiaries Interests; (jxiv) copies of all books, records, data and information, whether in hard copy or electronic format, to the extent used or held for use or related to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition with the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom goodwill to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (k) all customer lists of the Business, all Business Data, and all other data submitted by customers in connection with the use of the Purchased Assets, including all data related to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used ownership or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced;; and (mxv) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or the operation of the Business, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the Excluded Assets; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (o) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”); (q) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all right, title and interest in all assets (tangible and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor to the Business, including all rights to, and goodwill in, the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be set forth assets listed on Section 5.14(a) of the Disclosure Schedule;2.01(a)(xv)

Purchase and Sale of Purchased Assets. Upon (a) At the Closing, upon the terms and subject to the conditions of set forth in this Agreement, on the Closing Date, the Purchaser hereby agrees to purchase purchase, acquire and accept from the SellersNRGWG, and the Sellers agree NRGWG agrees to sell, assign, transfer, grantconvey and deliver, conveyor cause to be sold, assign and relinquish exclusively assigned, transferred, conveyed or delivered, to Purchaser (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) , free and clear of all Liens (other than Permitted Liens) ), all of the SellersNRGWG’s or its Affiliates’ right, title and interest in, to and under the assets owned, used or held for use primarily in the operation of the Project (collectively, the “NRGWG Purchased Assets”), including the following: (i) all deposits and expenses that have been prepaid by NRGWG or its Affiliates (or a predecessor owner), including security deposits with third-party suppliers or vendors, prepaid lease and rental payments, prepaid property Taxes, postage, utility deposits, and expenses to the extent attributable to the ownership and operation of the Project, including as set forth or described in Section 2.01(a)(i) of the Seller Disclosure Schedule, but excluding any such prepaid deposits and expenses attributable to Excluded Assets or that constitute Excluded Assets; (ii) without duplication of the matters set forth elsewhere in this Section 2.01(a), all current assets that constitute Working Capital Assets included in the Closing Date Working Capital; (iii) all Inventories as set forth or disclosed in Section 2.01(a)(iii) of the Seller Disclosure Schedule; (iv) the Owned Real Property and all Improvements located therein or thereon; (v) those Easements set forth or described in Section 2.01(a)(v) of the Seller Disclosure Schedule (the “Transferred Easements”) and all Improvements located therein or thereon; (vi) all items of Tangible Personal Property, including as set forth or disclosed in Section 2.01(a)(vi) of the Seller Disclosure Schedule; (vii) all rights of NRGWG or its Affiliates under the Contracts primarily relating to the Purchased Assets, Assumed Liabilities or the Project, including those set forth in Section 2.01(a)(vii) of the Seller Disclosure Schedule and the New CBA (collectively, the “NRGWG Assumed Contracts” and together with the RRI Assumed Contracts, the “Assumed Contracts”); provided, that for the avoidance of doubt, the term Assumed Contracts shall not include any Seller Employee Plan; (viii) to the extent transferable pursuant to applicable Law (including upon request or application to a Governmental or Regulatory Authority or which will pass to Purchaser as successor in title to any other Purchased Assets by operation of Law), all Permits (including Environmental Permits) primarily related to the ownership and operation of the Project, including as set forth or described in Section 2.01(a)(viii) of the Seller Disclosure Schedule (the “Transferred Permits”); provided, that for the avoidance of doubt, the term “Transferred Permits” shall not include NRGWG’s market-based rate tariff on file with FERC under Section 205 of the FPA or its exempt wholesale generator status under PUHCA; (ix) all agreements, documents, books, records and files, including all documents, instruments, papers, electronic correspondence, records and files stored on computer disks or tapes or any other storage medium, studies, reports, drawings, microfilms, photographs, letters, journals, title policies, regulatory filings, purchase orders, invoices, shipping records, operating records, operating, safety and maintenance manuals, engineering design plans, blueprints and as-built plans, user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.), equipment repair, safety, maintenance or service records, technical data, business plans, financial and operating data, environmental records, plans and studies, personnel and employment records, accounting and Tax records (including Tax Returns), ledgers, filings or other documentation relating to any litigation or other Liability, internal and external correspondence and other books and records, whether in paper, e-mail, digital or other tangible form, in each case, to the extent used in or associated with the ownership or operation of the Project, including as set forth or described in Section 2.01(a)(ix) of the Seller Disclosure Schedule (collectively, the “Records”); (x) all right, title and interest of NRGWG or its Affiliates in and to the following assetsIntellectual Property set forth or described in Section 2.01(a)(x) of the Seller Disclosure Schedule, properties and all other Intellectual Property owned or licensed by NRGWG or its Affiliates that is primarily used by NRGWG and its Affiliates in connection with or in support of the ownership or operation of the Business, and the rights of NRGWG and its Affiliates to the use of the name of the Project, and any and all goodwill relating to any of the foregoing, as well as the right to xxx and recover damages for past infringement, misappropriation or other violation of any of the foregoing (the “Transferred Intellectual Property”); (xi) all Emission Allowances and Emission Allowance accounts held by NRGWG and its Affiliates that are allocated to the Project as set forth on Section 2.01(a)(xi) of the Seller Disclosure Schedule (such Emission Allowances as of the Closing Date being referred to as the “Transferred Allowances”); (collectivelyxii) all causes of action (including counterclaims), defenses, claims, credits, demands, remedies or rights of set-off of any kind against third parties to the extent relating to or arising from any Assumed Liability or the ownership or operation of the Project, including insurance proceeds, condemnation awards and all such rights under or pursuant to warranties, representations, covenants, agreements, indemnities or guarantees made or provided in any Assumed Contracts or otherwise; (xiii) all applicable warranties against manufacturers or vendors, to the extent that such warranties are transferable, and all items of personal property due under applicable warranties, in each case as in existence on the date hereof, but excluding such items disposed of by NRGWG or its Affiliates in the ordinary course of business prior to the Closing in accordance with this Agreement, and including such additional items as may be acquired by NRGWG or its Affiliates for use in connection with the ownership or operation of the Project in the ordinary course of business prior to the Closing in accordance with this Agreement; (xiv) all goodwill to the extent relating to the ownership or operation of the Project; and (xv) the assets listed on Section 2.01(a)(xv) of the Seller Disclosure Schedule. (b) At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Purchaser agrees to purchase, acquire and accept from RRI, and RRI agrees to sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed or delivered, to Purchaser, free and clear of all Liens (other than Permitted Liens), all of RRI’s or its Affiliates’ right, title and interest in, to and under the TETCO Contracts (the “RRI Assumed Contracts” and collectively with the NRGWG Purchased Assets, the “Purchased Assets”). (c) Notwithstanding any other provision of this Agreement, Sellers shall not sell, assign, transfer, convey or deliver to Purchaser, and Purchaser shall not purchase, acquire or accept, any right, title and interest in or to (but expressly excluding x) all cash and cash equivalents of Sellers and their Affiliates as of the Closing Date, (y) the assets listed on Section 2.01(c) of the Seller Disclosure Schedule and (z) any assets, properties, goodwill or rights of Seller or any of their Affiliates not primarily related to the Project, including the following (collectively, the “Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)”): (ai) all Intellectual Property owned or purported each Seller’s rights under this Agreement (including the right to be owned by receive the Purchase Price) and under any of the Selling Group ancillary agreements to be entered into in connection with the transactions contemplated hereby; (ii) all insurance policies relating to the Purchased Assets, including (except to the extent Purchased Assets under Section 2.01(a)(xii)) all insurance recoveries and return of premiums due thereunder, rights to assert claims with respect to any such policies and all premium deposits, claims deposits and other security deposits in connection therewith; (iii) all books and records of each Seller other than the Records (copies of which may be retained by such Seller); (iv) the organizational documents, qualifications to do business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, blank stock certificates, and other documents relating to the organization, maintenance and existence of Sellers or any of their Affiliates, whether before, on or after the Closing Date; (v) Contracts that are primarily not Assumed Contracts, Permits that are not Transferred Permits and Intellectual Property or Intellectual Property licenses not included among the Purchased Assets; (vi) all shares of capital stock or other equity interests of Sellers or any of their Affiliates or securities convertible into or exchangeable or exercisable for shares of capital stock or other equity interests of Sellers or any of their Affiliates; (vii) all claims that either Seller may have against any third party solely with respect to any Excluded Assets or Excluded Liabilities; (viii) Tax refunds, credits, abatements or similar offsets against Taxes that relate, in each case, to Excluded Tax Liabilities; (ix) all Tax Returns of, or filed by, either Seller or its Affiliates for any Excluded Tax Liability; (x) all of each Seller’s right, title and interest in any real property other than the Owned Real Property and the Transferred Easements; (xi) all Seller Employee Plans and all assets under or relating to any Seller Employee Plan; and (xii) all of each Seller’s right, title and interest in, to and under the assets owned, used or held for use or otherwise primarily related in the operation of the Excluded Project. (d) Effective at the Closing, upon the terms and subject to the Businessconditions set forth in this Agreement, except Purchaser agrees to assume and become responsible for any Intellectual Property expressly identified as an Excluded Asset the following liabilities of Sellers (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property AssetsLiabilities) whether arising prior to, on or after the Closing Date, and thereafter pay, perform and discharge when due all such liabilities (the “Intellectual Property AssetsAssumed Liabilities”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product.): (b) all tangible embodiments of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentation; (c) all raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to the Business (“Inventory”), with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Products; (d) (i) all Contracts, outstanding proposals and open purchase orders that are primarily related liabilities of each Seller under the Assumed Contracts other than relating to breaches by such Seller or its Affiliates prior to the Business, Closing (it being understood and agreed that the Assumed Liabilities shall not include any Cure Claims); (ii) all liabilities with respect to the Transferred Permits other than Contracts, outstanding proposals relating to breaches by either Seller or open its Affiliates prior to the Closing; (iii) all liabilities of each Seller with respect to the ordering or purchase orders specifically identified on Section 2.3(bof Inventories; (iv) or Section 2.5 of all liabilities under (a) the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) New CBA and (Bb) and Sections 2.1(e)(i)(Athe CBA, in each case, (i) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition provide retiree welfare benefits to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy ProductUnion Employees, and (ii) all rights for earned but unused vacation, sick leave, and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IP”)other paid time off entitlements attributable to each Transferred Union Employee; (iv) all Intellectual Property Licenses earned but unused vacation, sick leave, and other paid time off entitlements attributable to those Transferred Employees who are not Transferred Union Employees; (vi) all Liabilities arising under or relating to any Environmental Law (including Environmental Claims) with respect to the Purchased Assets; and (vii) all Liabilities specified on and calculated consistent with the “Current Liabilities” set forth on Annex A to the extent primarily related to the Business; provided that, for the sake of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract Purchased Assets and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights of the Sellers to receive money, in each case, primarily related to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected included in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Closing Date Working Capital, including the Final Working Capital Adjustment (as finally determined in accordance with Section 2.05(b)) (including Tax liabilities to the terms extent included as an offset to any Working Capital Asset); (viii) all Transaction Transfer Taxes allocated to Purchaser pursuant to Section 7.03(b); (ix) property Taxes assessed on the Purchased Assets that are allocable to taxable periods (or portions thereof) beginning on or after the Closing Date; and (x) all Liabilities under the New CBA that are assumed by Purchaser in accordance with Section 7.04(b). (e) Other than the Assumed Liabilities, Sellers, NRG and their respective Affiliates (as applicable) shall retain, and shall be responsible (as applicable) for paying, performing and discharging when due (except, as applicable, with respect to claims by third parties to the extent nonpayment thereof is permitted pursuant to applicable bankruptcy Law), and, as applicable, Purchaser shall not assume or have any responsibility for, any Liabilities of this Agreement Sellers or NRG or their respective Affiliates, including the following (the “Accounts ReceivableExcluded Liabilities”) and including all rights of the Business to receive money under the Maintenance Contracts; (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”);): (i) all Indebtedness of the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits each Seller and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued its Affiliates and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases all Transaction Fees and rentalsExpenses; (jii) copies of all books, records, data and informationLiabilities relating to or arising, whether before, on or after the Closing, out of, or in hard copy or electronic formatconnection with, to any of the extent used or held for use or related to the BusinessExcluded Assets, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers any other assets of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the either Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, that are not Purchased Assets or otherwise carry on or engage in the conduct of any business which, directly or indirectly is in competition with the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (kiii) other than (A) all customer lists of Liabilities under the BusinessNew CBA that are assumed by Purchaser in accordance with Section 7.04(b) and (B) Liabilities under the CBA (i) to provide retiree welfare benefits to Transferred Union Employees and (ii) for earned but unused vacation, sick leave, and other paid time off entitlements attributable to each Transferred Union Employee, all Business DataLiabilities under or relating to any Seller Employee Plan or any other Employee Plan sponsored, maintained or contributed to by NRG or any of its Affiliates and all other data submitted by customers in connection with the use Liabilities relating to NRG’s, NRGWG’s or any of the Purchased Assetstheir respective Affiliates’ employment or termination of any current or former employee or independent contractor of NRG, NRGWG or any of their respective Affiliates, including all data any Taxes related thereto and those Liabilities arising under or relating to such data (such as market data and aggregated data)any Seller Employee Plan or any Employee Plan sponsored, including without limitation the Sales Force CRM files listed on Section 2.1(k) maintained or contributed to by NRG or any of the Disclosure Scheduleits Affiliates relating to any defined benefit pension, retiree medical or life insurance, non-qualified deferred compensation or other similar plan; (liv) copies of all current and any pension liabilities related to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation pre-Closing employment of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually producedany Business Employee; (mv) all (A) Taxes of the Sellers’ claims, causes of action and other legal rights and remedies, whether each Seller or not known as of the Closing Date, relating primarily its Affiliates attributable to any of taxable period; and (B) Taxes that relate to the Sellers’ ownership or operation of the Purchased Assets and/or the operation of the Business, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to any Pre-Closing Tax Period (including, for the Transactions contemplated hereby; or (ii) relating exclusively avoidance of doubt, any liabilities related to the Excluded Assets; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees Pennsylvania sales and similar rights use Tax audit disclosed in favor Section 3.15 of the SellersSeller Disclosure Schedule), the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (o) all Permits held by any of the Sellers primarily used or held for use inin each case, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers other than those Taxes that are primarily used or held for use Assumed Liabilities (the liabilities described in the Business clauses (A) and any and all rights thereunder (collectivelyB), the “Transferred IT SystemsExcluded Tax Liabilities”); (qvi) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all right, title and interest in all assets (tangible and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located;Cure Claims; and (rvii) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor Liabilities to the Businessextent related to or arising out of incidents of personal injury or bodily harm or that could otherwise form the basis for any workers’ compensation claim, including all rights toin each case occurring before the Closing. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, any Liabilities attributable to NRG or its Affiliates shall remain with NRG and its Affiliates, and goodwill inneither Sellers, the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the Purchaser nor their respective Affiliates shall be responsible in any way for such Liabilities (other names set forth under the heading “Real-Time Trademarks” on or required than, with respect to be set forth on Purchaser, for any Liabilities expressly assumed in Section 5.14(a) of the Disclosure Schedule;2.01(d)).

Purchase and Sale of Purchased Assets. Upon continued iv) any obligations, liabilities, claims, suits, demands, actions or proceedings of any kind whatsoever, including, without limitation, any obligations, liabilities or claims for wages, salary, bonus, vacation pay or other remuneration or any claims pursuant to any worker's compensation or similar legislation by any Employee of the terms Vendor (whether or not they become employees of the Purchaser) related to any matter or event that occurred during or arose out of or is attributable to such employee's employment with the Vendor, except as otherwise provided for in section 8 (c ) below; v) any obligations, liabilities, claims or damages, including back wages, employee benefits or insurance costs, expenses, any unfair labour practice charges, legal fees and subject fines, arising out of or relating to any employment termination, layoff or reduction in hours of any Employee occurring prior to the conditions Closing Date; vi) any obligations, liabilities or claims whatsoever for any commission or other remuneration payable or alleged to be payable to any broker, agent or other person who has acted or purported to act for the Vendor in connection with the sale of this Agreement, the Purchased Assets; vii) any sales commission payable by the Vendor at any time prior to or on the Closing Date, the Purchaser hereby agrees to purchase from the Sellers, and the Sellers agree to sell, transfer, grant, convey, assign and relinquish exclusively to Purchaser (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) free and clear of all Liens (other than Permitted Liens; and viii) all of the Sellers’ right, title and interest liabilities not specified in and to the following assets, properties and rights as of the Closing Date (collectively, the “Purchased Assets”Article 2.b) (but expressly excluding the Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)): (a) all Intellectual Property owned or purported to be owned by any of the Selling Group that are primarily used or held for use or otherwise primarily related to the Business, except for any Intellectual Property expressly identified as an Excluded Asset (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product. (b) all tangible embodiments of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentation; (c) all raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to the Business (“Inventory”), with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Products; (d) (i) all Contracts, outstanding proposals and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IP”); (i) all Intellectual Property Licenses to the extent primarily related to the Business; provided that, for the sake of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights of the Sellers to receive money, in each case, primarily related to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (collectively the “Accounts Receivable”"Excluded Liabilities"). d) and including all rights of Excluded Assets The Purchaser is not purchasing or acquiring the following assets belonging to either the Vendor or the Business prior to receive money under but not including the Maintenance Contracts;Closing Date: (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”); (i) all cash on hand or in banks or other depositories, insurance proceeds receivable, income and other tax refunds and term deposits; ii) the exclusive right to the continued use of the prepaid expenses (tradenames "Sportswise" and "Sportswise International"; iii) all claims and causes of action accruing to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentals;Vendor; and (j) copies of all books, records, data and information, whether in hard copy or electronic format, to the extent used or held for use or related to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition with the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (kiv) all customer lists of accounts receivable (collectively the Business, all Business Data, and all other data submitted by customers in connection with the use of the Purchased Assets, including all data related to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced; (m) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or the operation of the Business, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the "Excluded Assets; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (o) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”"); (q) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all right, title and interest in all assets (tangible and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor to the Business, including all rights to, and goodwill in, the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be set forth on Section 5.14(a) of the Disclosure Schedule;.

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreementexclusions, on the Closing Date, the Purchaser hereby agrees to purchase from the Sellerslimitations, and conditions hereinafter set forth (including without limitation Section 2.2), at the Sellers agree to Asset Purchase Closing, Seller shall sell, assign, transfer, grantconvey and deliver to Purchaser, conveyand Purchaser shall purchase and accept from Seller, assign and relinquish exclusively to Purchaser (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) free and clear of all Liens (other than Permitted Liens) Liabilities, all of the Sellers’ Seller’s right, title and interest in the Assets and to Properties of Seller, as the following assets, properties and rights as of same shall exist on the Asset Purchase Closing Date (collectively, the “Purchased Assets”) (but expressly excluding ). Without limiting the Excluded Assets, and, until generality of the Concurrent HPS Closingforegoing, the Concurrent HPS Equity Purchased Assets shall include all of Seller’s rights, interests in and to the Concurrent HPS Assets (as defined below)):following: (a) the real property described in Schedule 2.1(a), and all Intellectual Property owned or purported to be owned by any of the Selling Group that are primarily used rights arising out of the ownership thereof or held for use or otherwise primarily related to the Business, except for any Intellectual Property expressly identified as an Excluded Asset appurtenant thereto (the “Excluded Intellectual Property AssetsReal Property”), together with all buildings, structures, facilities, fixtures and other improvements thereto (the “Improvements”); (b) the leases of real property described in Schedule 2.1(b) as to which Seller is the lessee, and all of Seller’s right, title and interests therein, including all mineral rights and interests and purchase options (all such Intellectual Property other than the Excluded Intellectual Property Assetsincluding, without limitation, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be purchase option set forth in Section 5.14(a)(ii) 20.3 of the Disclosure Schedule and SPMI Lease), (ii) any Intellectual the “Real Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product. (b) all tangible embodiments of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentationLeases”); (c) all raw materialstangible personal property owned or leased as of the Confirmation Date by Seller, works-in-processincluding without limitation, finished goodsthe tangible personal property listed in Schedule 2.1(c), supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to (the Business (“InventoryTransferred Personal Property”), with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Products; (d) all Intellectual Property owned by Seller or developed by or for the benefit of Seller; (ie) all Contractsinventories, outstanding proposals office and open purchase orders other supplies, parts, packaging materials and other accessories related thereto which are held at the locations at which the Business is conducted that are primarily related to used or held by Seller in the conduct of the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 including any of the Disclosure Schedule as Excluded Assets (foregoing purchased subject to any conditional sale or title retention agreement in favor of any other Person, together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and all rights of Seller against suppliers of such inventories (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IPInventory”); (i) all Intellectual Property Licenses to the extent primarily related to the Business; provided that, for the sake of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) originals or copies of all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments Books and rebates, and other rights of the Sellers to receive money, in each case, primarily related to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance ContractsRecords; (g) the Transferred Cashsubject to Section 2.2(d), all bank accounts and lockboxes holding such Transferred Cash and all rights and interests thereinrights, claims or causes of action of Seller against third parties, relating to assets, properties, business or operations of Seller arising out of events occurring prior to the Asset Purchase Closing Date, including insurance proceeds arising therefrom; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”)accounts receivable of Seller; (i) all of the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closingsecurities accounts and securities listed on Schedule 2.1(h), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentals; (j) copies all of Seller’s right in and under all books, records, data and information, whether in hard copy or electronic format, to the extent used or held for use or related to the BusinessContracts, including without limitation all email addresses, residential or business addresses and related information, the Contracts listed in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”Schedule 2.1(j); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition with the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (k) all customer lists of the Business, all Business Data, and all other data submitted by customers in connection with the use of the Purchased Assets, including all data related to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably availabletransferable, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced; (m) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily subject to any of the Sellers’ ownership of the Purchased Assets and/or the operation of the Businessrequired consents, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) all Permits relating exclusively to the Excluded Assets; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset;and all water rights owned by Seller; and (o1) all Permits held by any other Assets and Properties of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use Seller except as otherwise provided in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”); (q) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all right, title and interest in all assets (tangible and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor to the Business, including all rights to, and goodwill in, the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be set forth on Section 5.14(a) of the Disclosure Schedule;2.2.

Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the conditions of this Agreement, on at the Closing DateClosing, the Sellers shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser hereby agrees to (or one or more of its designated Affiliates), and the Purchaser shall purchase from the Sellers, and the Sellers agree to sell, transfer, grant, convey, assign and relinquish exclusively to Purchaser (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) free and clear of all Liens (other than Permitted Liens), Actions or Claims against and Indebtedness of the Sellers (other than such Actions, Claims and Indebtedness related to the Assumed Liabilities) to the maximum extent permissible under Sections 363 and 365 of the Bankruptcy Code, and otherwise as set forth in the Sale Approval Order (other than Assumed Liabilities), (i) all of the Sellers’ right, title and interest in and to all of the following outstanding capital stock of the Purchased Subsidiary (the “Purchased Stock”), and (ii) all of the Sellers’ right, title and interest in and to all of the assets, rights, privileges, Claims, Contracts (to the extent transferable) and properties of every kind, nature, character and rights as description, real, personal and mixed, tangible and intangible, absolute or contingent, wherever located, used in or relating to the conduct of the Closing Date Business, other than the Excluded Assets (collectively, the “Purchased Assets”) (but expressly excluding the Excluded Assets), andincluding, until the Concurrent HPS Closingwithout limitation, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)):following: (a) all Intellectual Property owned or purported to be owned by any of the Selling Group that are primarily used or held for use or otherwise primarily related to the Business, except for any Intellectual Property expressly identified as an Excluded Asset (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(iiInventories; (ii) of the Disclosure Schedule or that are required to be set forth Receivables; (iii) the real property specified in Section 5.14(a)(ii2.01(a)(iii) of the Disclosure Schedule and all of the rights of the Sellers arising out of the ownership thereof or appurtenant thereto together with all Improvements thereon (iithe “Transferred Real Property”), and all rights of the Sellers in respect of the Leased Real Property, including all leasehold interests, options to purchase underlying property and leasehold improvements thereon and any other rights, licenses, and profits appurtenant to or related to such leasehold interests, but excluding any cash security or similar deposits or rights thereto belonging to the Sellers to the extent set forth in Section 2.12; (iv) except as set forth in Section 2.01(b)(iv) of the Disclosure Schedule, all tangible personal property used by the Sellers in the conduct of the Business, including, without limitation, all equipment, furniture, fixtures, furnishings, accessories, machinery, manufacturing and other equipment, computer software and hardware, tools, molds, parts, supplies, vehicles and other tangible personal property owned or leased by the Sellers at any Intellectual Property location and used by the Sellers in the conduct of the Business (the “Tangible Personal Property”); (v) the books of account, general, accounting, financial, tax and personnel records, invoices, shipping records, customer lists, supplier lists, all other information as to sources of supply and relationships with suppliers and customers, business plans, studies, projections, research and development reports, operating guides and manuals, correspondence and other marketing and all other studies and documents, records and files, in any form or medium, and any rights thereto owned, solely associated with or solely employed by any Seller in the conduct of the Business; provided, however, that from and after the date hereof (including Softwarefor a period of three years after the Closing Date), the Sellers shall have the right to inspect such materials during normal business hours as may reasonably be necessary for Tax purposes or other legitimate business reasons of the Sellers; (vi) the Purchased Stock; (vii) the Transferred Intellectual Property; provided, however, that is owned or purported subject to be Sections 5.15 and 5.16, each of the Sellers shall have the right to use its respective name as its corporate name; (viii) all Sellers’ archives, artwork and development and design work; (ix) the catalogs, sales and promotional literature, customer lists, referral sources and other sales-and promotional materials of each of the Sellers, including merchandise certificates and gift certificates, solely to the extent related to the Business (including all images owned by any of the Selling Group Sellers and that is: the Sellers’ right and interest in licensed images); (Ax) the rights of each of the Sellers under the Designated Contracts, including the Transferred IP Agreements (other than as excluded under Section 2.01(b)(xi)), including, without limitation, any right to receive payment for products sold or otherwise constitutes a Product or Legacy Product; services rendered, and to receive goods and services, pursuant to such Designated Contracts and to assert Claims and take other rightful actions in response to breaches, defaults and other violations of such Designated Contracts; (Bxi) embedded or incorporated into any Product or Legacy Product or (C) used or held for use the equipment leases included in the creationDesignated Contracts; (xii) the purchase orders, designinvoices and commitments relating to the Inventories set forth in Section 2.01(a)(xii) of the Disclosure Schedule (as such Section 2.01(a)(xii) of the Disclosure Schedule may be amended from time to time until the Closing Date); (xiii) any municipal, developmentstate, manufacturingfederal and international franchises, testingpermits, marketinglicenses, licensingagreements, salewaivers and authorizations solely to the extent held or used by any of the Sellers in connection with the operation of the Business or the ownership of the Purchased Assets, distributionto the extent transferable under applicable Law; (xiv) the rights of the Sellers’ to deposits, maintenance credits, prepaid expenses, deferred charges, advanced payments, rights to refunds and prepaid items related to the Purchased Assets, but excluding Sellers’ ratable portion of utilities, maintenance, rents and other similar pre-paid items, which shall be treated in a manner as set forth in Section 2.12; (xv) all Claims of Sellers against third parties relating to the Purchased Assets, whether cxxxxx or support inchoate, known or unknown, or contingent or non-contingent; (xvi) all insurance proceeds assigned to Purchaser pursuant to Section 5.07(iii); and (xvii) all other assets, rights, privileges, Claims, Contracts (to the extent transferable) and properties of any Product every kind, nature, character and description, real, personal and mixed, tangible and intangible, absolute or any Legacy Productcontingent, wherever located, to the extent used in the Business. (b) all tangible embodiments Notwithstanding anything in Section 2.01(a) to the contrary, the Sellers shall not sell, convey, assign, transfer or deliver, nor cause to be sold, conveyed, assigned, transferred or delivered, to the Purchaser, and the Purchaser shall not purchase, and the Purchased Assets shall not include, the Sellers’ right, title and interest to any of the Intellectual Property following assets of the Sellers (the “Excluded Assets”): (i) the Purchase Price Bank Account and the assets contained therein or the proceeds thereof; (ii) except as set forth in Section 2.01(a)(xiv), all cash and cash equivalents, securities and negotiable instruments of the Sellers on hand, in lockboxes, in financial institutions or elsewhere; (iii) any and all Receivables and Inventories of the Purchased Subsidiary; (iv) any rights to Tax refunds, credits or similar benefits attributable to Excluded Taxes; (v) the Sellers’ company seals, minute books, charter documents, stock or equity record books and such other books and records as pertain to the organization, existence or capitalization of the Sellers, as well as any other records or materials relating to the Sellers generally and not involving or related to the Purchased Assets or the operation of the Business or that the Sellers are required by Law to retain in their possession; provided, however, that from and after the date hereof (including after the Closing Date) the Purchaser shall have the right to inspect such materials during normal business hours upon reasonable request to Seller’s to the extent Purchaser requires access to any information therein for purposes of conducting the Business and owning and operating the Purchased Assets. (vi) any right, property or asset that is listed or described in Section 2.01(b)(vi) of the Disclosure Schedule, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any outstanding shares of capital stock of each Subsidiary of TSIC other than the Purchased Stock; (vii) all rights of the Selling Group Sellers under this Agreement and the Ancillary Agreements; (viii) all rights of the Sellers under the DIP Loan Facility; (ix) Tax Returns of the Sellers, other than those relating solely to the Purchased Assets or the Business; provided, that the Purchaser has or shall be given copies of any such Tax Returns to the extent related to the Products Purchased Assets or the Legacy ProductsBusiness (other than Tax Returns in respect of income Taxes of any kind or nature); provided, however, that from and after the date hereof (including after the Closing Date) the Purchaser shall have the right to inspect such Tax Returns during normal business hours upon reasonable request to Seller’s to the extent Purchaser requires access to such information for purposes of conducting the Business and owning and operating the Purchased Assets; (x) all current and prior insurance policies of the Sellers and all rights of any nature with respect thereto, including all hardware Products inventory insurance recoveries thereunder and rights to assert Claims with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentationsuch insurance; (cxi) all raw materialsany Designated Contract and rights thereunder which, works-in-processbased upon the objection of a party to a Designated Contract other than a Seller or Sellers or any of their Affiliates, finished goods, supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related the Bankruptcy Court has determined shall not be assigned to the Business (“Inventory”), with that Purchaser under applicable provisions of the understanding that Bankruptcy Code without the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and consent or approval of the other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Productsparty thereto; (d) (ia) all Contractscauses of action, outstanding proposals judgments, Claims and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support Actions of any Product nature available to or Legacy Productbeing pursued by the Sellers against third parties, and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently cxxxxx or inchoate, known or unknown, contingent or otherwise, to the extent the foregoing relate to or arise out of the Excluded Assets or the Excluded Liabilities and (b) all causes of action, judgments, Claims and Actions of any nature available to or being pursued by any Seller against (i) any Representative of any Seller, or (ii) any supplier or vendor to any Seller, or (iii) any third party insurance, reinsurance, bonding or other similar company providing insurance to the Sellers other than with respect to causes of action, judgments, Claims and Actions against Representatives, suppliers or vendors described in clause (A), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) or (together with the Assigned Third Party IP identified in Section 2.1(e)(iiC) below, “Assigned Third Party IP”); (i) all Intellectual Property Licenses to the extent primarily related to the Business; provided thatincluding such causes of action, chooses in action and rights of recovery actions for the sake of claritypreferences, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebatesfraudulent conveyances, and other rights avoidance power claims and any recoveries under sections 506(c), 542, 544, 545, 546, 547, 548, 549, 550, 552(b) and 553 of the Sellers to receive moneyBankruptcy Code and the proceeds, in each caseproducts, primarily related to the Business, rents and profits of all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether but only if such Representative, supplier or vendor is not reflected in the Financial Reportsa director, but including any amount accrued and reflected as a Current Asset in Working Capitalofficer, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of employee or agent of, or consultant, supplier, vendor or contractor to, the Business to receive money under the Maintenance Contracts; (gA) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”); (i) all of the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentals; (j) copies of all books, records, data and information, whether in hard copy or electronic format, to the extent used or held for use or related to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition whose relationship with the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (k) all customer lists of the Business, all Business Data, and all other data submitted by customers in connection with the use of the Purchased Assets, including all data related to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced; (m) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of continues immediately following the Closing Date, relating primarily to (B) who has been hired, retained or engaged by the Purchaser or any of its Affiliates within 60 days after the Sellers’ ownership of the Purchased Assets and/or the operation of the BusinessClosing Date, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (iiC) relating exclusively who, at the end of such 60-day period, is reasonably expected to have or resume such a continuing relationship with the Excluded AssetsBusiness after such 60-day period; (nxiii) except as provided in Article VII, all rights, that may be asserted based on events, occurrences assets of any Employee Plan (or conditions occurring of any related trust or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of other funding vehicle) maintained by the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (oxiv) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the BusinessExcluded IP Agreements; (pxv) all information systems, hardware, telephone systems, Software systems, database and database systems any Contracts of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”);not Designated Contracts; and (qxvi) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all right, title and interest in all assets (tangible and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor to the Business, including all rights to, and goodwill in, the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be set forth on Section 5.14(a) of the Disclosure Schedule;intercompany Receivables.

Purchase and Sale of Purchased Assets. Upon Except for the terms and subject to the conditions Excluded Assets (as defined herein), as of this Agreement, on the Closing Date, the Purchaser hereby agrees to purchase from the SellersSellers will sell, and the Sellers agree to sellassign, transfer, grant, convey, assign and relinquish exclusively deliver to Purchaser (Buyer, and Buyer will purchase, accept and assume from Sellers, all of Sellers' right, title and interest in and to all of the Sellers' property and assets, real or personal, tangible or intangible, relating to, reasonably necessary in and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) used in connection with the Business as set forth below(collectively, the "Purchased Assets"), free and clear of all Liens Encumbrances (other than Permitted Liensas defined herein) all with the exception of the Excluded Assets. Nothing contained herein shall require the physical delivery of the Purchased Asset. The Purchased Asset shall consist of: (A) All of Sellers’ ' right, title and interest in and to all written customer contracts, distributor contracts, reseller contracts, and contracts with sales agents, to which either Seller is a party that are related to the Business and that are listed in Section 1(A) of the Disclosure Schedule, including, but not limited to, contracts, agreements, outstanding proposals and commitments with such distributors, resellers, dealers, sales agents (the "Distributor Contracts"); (B) All of Sellers' right, title and interest in and to the following assetsvendor purchase orders and contracts, properties and rights as of the Closing Date (collectively, the “Purchased Assets”) (but expressly excluding the Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)): (a) all Intellectual Property owned or purported to be owned by any of the Selling Group that are primarily used or held for use or otherwise primarily related to the Business, except for any Intellectual Property expressly identified as an Excluded Asset (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding Business and that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (listed in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii1(B) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of (the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product. (b) all tangible embodiments of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentation; (c) all raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to the Business (“Inventory”), with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Products; (d) (i) all "Vendor Contracts, outstanding proposals and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IP”"); (iC) all Intellectual Property Licenses to the extent primarily related to the Business; provided that, for the sake All of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights of the Sellers to receive money, in each case, primarily related to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance Contracts; (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”); (i) all of the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentals; (j) copies of all books, records, data and information, whether in hard copy or electronic format, to the extent used or held for use or related to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition with the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (k) all customer lists of the Business, all Business Data, and all other data submitted by customers in connection with the use of the Purchased Assets, including all data related to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced; (m) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or the operation of the Business, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the Excluded Assets; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (o) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”); (q) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all ' right, title and interest in all assets (tangible and intangible), properties, Permits, causes of action, remedies to third party commercial computer software and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated with related maintenance contracts relating to the Business or the Purchased Assets, together with the right to represent to third parties which either Seller is a party and that the Purchaser is the successor to the Business, including all rights to, and goodwill in, the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be set forth on are listed in Section 5.14(a1(C) of the Disclosure ScheduleSchedule (the "Third Party Licenses"); (D) All of Sellers' inventory items relating to the Business whether new, used, excess or obsolete, both in and out of service, inventory held for sale, if any, including, but not limited to, all inventory currently being held to supply Sellers' contractual commitments to customers, and all other similar items of inventory all of which are listed in Section 1(D) of the Disclosure Schedule (the "Inventory"); (E) All of Sellers' right, title and interest in and to that certain Commercial Lease Agreement, dated December 1994, by and between Booth, Inc. and Sellers, for the commercial real estate located at 0000 XxXxxxxx Xxxxx, Carrollton, Texas 75006-6843 (the "Transferred Lease"), a copy of which is attached hereto as Exhibit A1; and that certain agreement between Airport Executive Office, Inc. and Engineering for the Business Centre at Xxxxx 000, 0000 Xxxxxxxx Xxxx., E. Mississaugua, Ontario L4W#4X7 attached hereto as Exhibit A2 (the "Canadian Lease"); (F) All of Sellers' right, title and interest in and to any written contracts (including any solicitation or outstanding offers for contract), agreements, outstanding price quotes, commitments from service providers, customers and/or manufacturers, other than the Distributor Contracts, Vendor Contracts, Third Party Licenses, and the Transferred Lease that relate to the Business to which either Sellers is a party and that are listed in Section 1(F) of the Disclosure Schedule (the "Other Contracts") (the Distributor Contracts, Vendor Contracts, Transferred Lease, Third Party Licenses, and Other Contracts are sometimes referred to collectively as the "Contracts" and individually as a "Contract"); (G) All of Sellers' right, title and interest in and to the licenses, permits, certificates, approvals, exemptions, franchises, registrations, variances, accreditations or authorizations that relate to the Business and are listed in Section 1(G) of the Disclosure Schedule (the "Permits"); (H) All of Sellers' right, title and interest in and to the "Intellectual Property," (as such term is hereinafter defined) of the Business and as set forth in Section 1(H) of the Disclosure Schedule (the "Business Intellectual Property"). "Intellectual Property" shall mean, for purposes of this Agreement: patents, patent rights, patent applications, patent disclosures, and inventions and designs that are not disclosed in any patent, patent application, or patent disclosure; registered and unregistered trademarks, trade names, and service marks, brand marks, brand names, copyrights, copyright registrations, and any applications therefore; all designs, diagrams, specifications, schematics, molds, tooling and assembly, installation and other key processes ; licenses granted by or to a party; trade secrets relating to or arising from any monetary process; proprietary computer software, hardware and databases, including source code and documentation corresponding thereto and any software and source or object code; symbols and logos and all applications therefor, registrations thereof and licenses and sublicenses or agreements in respect thereof; improvements to any of the foregoing (whether or not completed); all filings, registrations or issuances of any of the foregoing with or by any federal, state, local or foreign regulatory, administrative or governmental office; and other tangible and intangible proprietary information owned or licensed by a party; including goodwill and going concern value; technology, and know-how related to, reasonably necessary in and used to support the Business and not embodied in any of the foregoing; and other tangible and intangible proprietary information owned or licensed by a party;

Purchase and Sale of Purchased Assets. Upon In accordance with the terms and subject to the conditions provisions of this AgreementAgreement and except for the Excluded Assets as set forth in Section 2.2, on at the Closing DateClosing, the Purchaser hereby agrees to purchase from the Sellers, and the Sellers agree to Amega will sell, transfer, grant, convey, assign assign, transfer and relinquish exclusively deliver to Purchaser (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) Mesa, and Mesa will purchase and acquire from Amega, free and clear of all Liens (other than Permitted Liens) Encumbrances, all of the Sellers’ right, title and interest of Amega in and to all of the following assets, properties and assets of every kind and description, whether real, personal or mixed, tangible or intangible, and wherever located, used or held for use in connection with, necessary for or relating to the Business (collectively, the “Purchased Assets”), including the following: (a) all notes and accounts receivable of the Business, including all trade accounts receivable and other rights to payment from customers, and the full benefit of all security for such accounts or rights to payment, including such receivables as set forth on Section 2.1(a) of the Disclosure Schedule; (b) all inventories used or held for use in connection with, or relating to, the Business, wherever located, including all finished goods, work in process, raw materials, spare parts and all other materials and supplies to be used in the production of finished goods, including such inventory as set forth on Section 2.1(b) of the Disclosure Schedule (“Inventory”); (c) all rights, including 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 Amega that is used in connection with or related to the Business at any time prior to and through the Closing Date (collectively, the “Purchased Assets”) (but expressly excluding the Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)): (a) all Intellectual Property owned or purported to be owned by any of the Selling Group that are primarily used or held for use or otherwise primarily related to the Business, except for any Intellectual Property expressly identified as an Excluded Asset (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product. (b) all tangible embodiments of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentation; (c) all raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to the Business (“InventoryProperty”), with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Products; (d) (i) all Contracts, outstanding proposals and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IP”); (i) all Intellectual Property Licenses to the extent primarily related to the Business; provided that, for the sake of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights of the Sellers to receive money, in each case, primarily related to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance Contracts; (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”); (i) all of the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentals; (j) copies of all books, records, data and information, whether in hard copy or electronic format, to the extent used or held for use or related to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition with the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (k) all customer lists of the Business, all Business Data, and all other data submitted by customers in connection with the use of the Purchased Assetsintangible rights, including all data related to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced; (m) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or the operation of the Business, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the Excluded Assets; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (o) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”); (q) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all right, title and interest in all assets (tangible and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated with the Business or the Purchased Assets, together including the Intellectual Property set forth on Section 2.1(c) of the Disclosure Schedule; (d) all rights, including Intellectual Property rights, in and to products under research and development in connection with the right Business prior to represent the Closing; (e) all contracts and all rights thereto (including all outstanding offers or solicitations made by or to third parties that Amega to enter into any such contract), to the Purchaser is extent used in the successor Business, including the contracts set forth on Section 4.8(a) of the Disclosure Schedule (collectively, the “Included Contracts”); (f) 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, including, without limitation, all of the assets set forth on Section 2.1(f) of the Disclosure Schedule, 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 such warranties (i) are not required by Amega to fulfill its obligations under this Agreement, (ii) are not related to the Excluded Assets or Excluded Liabilities, and (iii) are assignable; (g) all Governmental Authorizations and all pending applications therefore or renewals thereof, in each case relating to the Business and to the extent transferable to Mesa; (h) all books, records, files, studies, manuals, reports and other materials (in any form or medium) related to the Business, including all rights toadvertising 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 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, personnel and employee benefits records related to employees of Amega engaged in the Business to the extent transferable under applicable Law, and goodwill incopies of all other personnel records to the extent Amega is legally permitted to provide copies of such records to Mesa; in each case, to the names “RedHawk,” “NightStar” extent relating to the Business; (i) all claims, rights, credits, causes of actions, defenses and “SIMulation Workbench” and rights of set-off against third parties relating to or arising from the Business or any of the other names set forth under Purchased Assets or Assumed Liabilities, in each case, whether accruing before or after the heading “RealClosing, and including all attorney work-Time Trademarks” on product protections, attorney-client privileges and other legal protections and privileges to which Amega may be entitled in connection with or required relating to the Business or any of the other Purchased Assets or Assumed Liabilities, except as may be retained by Amega pursuant to the terms hereof and except for any claims Amega may have against its shareholders, officers or directors; and (j) all rights relating to deposits and prepaid expenses received by Amega, advance xxxxxxxx received by Amega with respect to Included Contracts that are not yet completed, claims by Amega for refunds and rights of offset, in each case in connection with or relating to the Business, including those set forth on Section 5.14(a2.1(j) of the Disclosure Schedule;. Notwithstanding the foregoing, the transfer of the Purchased Assets pursuant to this Agreement does not include the assumption of any Liability related to the Purchased Assets unless Mesa expressly assumes that Liability pursuant to Section 2.3.

Purchase and Sale of Purchased Assets. Upon the terms and subject ------------------------------------- to the conditions hereof and in reliance upon the representations, warranties, covenants and agreements herein contained: (a) AT&T PCS shall partition and disaggregate the PCS License to create, as more particularly described on Schedule 2.1, (i) a License (the "AT&T PCS Sold License") providing in the --------------------- aggregate the right to use 20 MHz of this Agreement, on authorized frequencies to provide broadband PCS services throughout the Closing Date, entirety of the Purchaser hereby agrees to purchase from the SellersPuerto Rico MTA, and (ii) a License (the Sellers agree "AT&T PCS Retained License") providing in the aggregate the right to use 10 ------------------------- MHz of the authorized frequencies under the PCS License to provide broadband PCS services throughout the entirety of the Puerto Rico MTA, and (b) at the Closing, AT&T PCS shall sell, transfer, grantassign, conveyconvey and deliver to the Company (or one or more Designated Purchasers), assign and relinquish exclusively to Purchaser (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) free and clear of all Liens (other than Permitted Liens) all those arising under any of the Sellers’ rightobligations being assumed by the Company pursuant to Section 2.3), title and interest in the Company shall purchase, acquire and accept from AT&T PCS, the AT&T PCS Sold License. In addition to the AT&T PCS Sold License, upon the terms and subject to the conditions hereof and in reliance upon the representations, warranties, covenants and agreements herein contained, at the Closing, AT&T PCS shall sell, transfer, assign, convey and deliver to the Company (or one or more Designated Purchasers), free and clear of all Liens (other than Liens securing the Assumed Liabilities), and the Company shall purchase, acquire and accept from AT&T PCS, the following assets, properties and rights assets of AT&T PCS as of the same exist at the Closing Date (collectivelytogether with the AT&T PCS Sold License, the “"Purchased Assets”) (but expressly excluding the Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)):"): ---------------- (a) all Intellectual Property owned or purported to be the towers, antennas, transmission lines, air conditioning units and shelters owned by any of the Selling Group that are primarily used or held for use or otherwise primarily related to the Business, except for any Intellectual Property expressly identified as an Excluded Asset (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) AT&T PCS and utilized solely in connection with the understanding that the following are to be included within the definitions development of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use PCS system in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product.Puerto Rico MTA; (b) all tangible embodiments each of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Productleases described on Schedule 2.1(b) (collectively, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentation"Assigned Agreements") entered into by AT&T PCS in connection with the ------------------- development of a PCS system in the Puerto Rico MTA; (c) all raw materialsprepaid property taxes, works-in-process, finished goods, supplies prepaid rent and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related prepaid expenses and deposits of AT&T PCS relating to the Business (“Inventory”), with that development of a PCS system in the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Products;Puerto Rico MTA; and (d) (i) all Contracts, outstanding proposals and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, and (ii) all rights and interests (including all rights and interest benefits obtained by AT&T PCS in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IP”); (i) all Intellectual Property Licenses to the extent primarily related to the Business; provided that, for the sake respect of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights microwave clearing of the Sellers to receive money, in each case, primarily related to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance Contracts; (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”); (i) all of the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentals; (j) copies of all books, records, data and information, whether in hard copy or electronic format, to the extent used or held for use or related to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used frequencies covered by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition with the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (k) all customer lists of the Business, all Business Data, and all other data submitted by customers in connection with the use of the Purchased Assets, including all data related to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced; (m) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or the operation of the Business, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the Excluded Assets; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (o) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”); (q) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all right, title and interest in all assets (tangible and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor to the Business, including all rights to, and goodwill in, the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be set forth on Section 5.14(a) of the Disclosure Schedule;AT&T PCS Sold License.

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreementset forth herein, on the Closing Date, the Purchaser hereby agrees to purchase from the SellersSellers will sell, and the Sellers agree to sellassign, transfer, grant, convey, assign convey and relinquish exclusively deliver to Purchaser (and/or (at Purchaser’s discretion) to an Affiliate one or more Affiliates of Purchaser) free , and clear Purchaser will, or will cause one or more of all Liens (other than Permitted Liens) its Affiliates to, as the case may be, purchase and acquire from Sellers, all of the Sellers’ ' legal and beneficial right, title and interest in and to the following all of their business, properties, assets, properties goodwill, contracts, rights and rights as claims of the Closing Date whatever kind or nature, real or personal, tangible or intangible, known or unknown, actual or contingent wherever located, other than Excluded Assets (collectively, the “"PURCHASED ASSETS"). The Purchased Assets”) (Assets shall include, but expressly excluding shall not be limited to, all right, title and interest of any Seller in, to and under all of the Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)):following: (a) all Intellectual Property owned assets or purported to be other property owned by Sellers and used in the operations of Sellers business in the Offices or in any other operations of the Selling Group that are primarily used or held for use or otherwise primarily related to the Business, except for any Intellectual Property expressly identified Sellers as an Excluded Asset listed on Schedule 2.1(a) attached hereto (the “Excluded Intellectual Property "Fixed Assets”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product."); (b) subject to Section 2.2(f), all tangible embodiments books and records of the Intellectual Property AssetsBusiness, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentationwherever located; (c) all raw materialsunexpired leases of non-residential real property designated by the Purchaser as Assigned Contracts and listed in Schedule 2.1(c) attached hereto (the "LEASES") (other than Excluded Leases) and (to the extent owned by Sellers) buildings, works-in-processfixtures, finished goods, supplies and improvements thereon and other inventories, wherever situated that are primarily used or held for use appurtenances thereto and rights in or otherwise primarily related to respect of any of the Business foregoing items in this clause (“Inventory”c), with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Products; (d) all Equipment and Fixtures located in the Offices, and all supplies owned by Sellers and located in, or used for, the Offices; (ie) all Contracts, outstanding proposals and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets Business Intellectual Property, including, without limitation, the "Outsource" name and mark and all derivations thereof and all Internet domain names owned bx xxy Seller; (together with the Assigned Contracts identified in Sections 2.1(d)(i)(Af) all right, title and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support interest of any Product or Legacy ProductSeller in, to and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified Contracts; (g) to the extent legally assignable, all Seller Permits; (h) all bank accounts, cash (including, but not limited to, cash in Sections 2.1(d)(i)(Abank amounts) and all cash equivalents in excess of $1,848,000 held by the Sellers on the Closing Date (B) (together but excluding accounts held in accordance with Section 5.16 for payment of Specified Unpaid Expenses and accounts held in respect of the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IP”Cash Reserves); (i) all Intellectual Property Licenses to cash on account of receivables that is received by Sellers from and after the extent primarily related to the Business; provided that, for the sake of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights of the Sellers to receive money, in each case, primarily related to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance Contracts; (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”); (i) all of the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentalsClosing Date; (j) copies of all bookssecurity deposits, records, data and information, whether in hard copy or electronic format, to the extent used or held for use or related to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records prepaid expenses and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition with the Business as conducted as miscellaneous assets of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (k) all customer lists the following, to the extent that they relate to any Assumed Liability or Purchased Asset: claims, deposits, prepayments, prepaid assets, refunds (excluding tax refunds), causes of action, rights of recovery, rights of setoff and rights of recoupment of the Business, all Business Data, and all other data submitted by customers in connection with the use Sellers as of the Purchased Assets, including all data related to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure ScheduleClosing Date; (l) copies all right, title and interest of each Seller in the benefits of all current and to insurance covering the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of Purchased Assets and/or the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced; (m) all of the Sellers’ claimsassets, causes of action and other legal properties, goodwill, rights and remedies, whether or not known as claims of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or the operation of the Business, but excluding causes of action kind and other legal rights and remedies of the Sellers nature related to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the Excluded AssetsBusiness not otherwise described above; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after other Assigned Contracts designated by the Purchaser prior to Closing, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Assetits discretion; (o) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”); (q) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all right, title and interest in all assets (tangible and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor to the Business; (p) all right, including all rights to, title and goodwill in, interest of Sellers in the names “RedHawk,” “NightStar” and “SIMulation Workbench” and real property listed on Schedule 2.1(p) attached hereto; and (q) the promissory notes or other names set forth under debts listed on Schedule 2.1(q) attached hereto; provided however that such notes or debts shall not be included as Purchased Assets to the heading “Real-Time Trademarks” on or required to be set forth on Section 5.14(a) of the Disclosure Schedule;extent there has been a Promissory Note Auction Transaction.

Purchase and Sale of Purchased Assets. Upon On the terms and subject to the conditions other provisions of this Agreement, on including Section 2.03, at the Closing Date, the Purchaser hereby agrees to purchase from the Sellers, and the Sellers agree to sell, transfer, RCMV shall grant, convey, sell, transfer and assign to Legends-Miss and relinquish exclusively IOC Holdings shall grant, convey, sell, transfer and assign to Purchaser (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) free Legends 1, and clear of all Liens (other than Permitted Liens) Legends-Miss and Legends 1 shall purchase from RCMV and IOC Holdings, as applicable, and accept the assignment relating to, all of the Sellers’ right, title and interest in and to the following assets, rights and properties and rights as of the Closing Date Sellers at the Effective Time that are used predominantly in the operation of the Vicksburg Business or the IOC Holdings Hotel, as applicable, whether or not carried and reflected on the books of the Sellers, in each case, free and clear of all Liens other than Permitted Liens (collectively, the “Purchased Assets”) (but expressly excluding ), including the Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)):following: (a) all Intellectual Property owned or purported to be owned by any of cash that is at the Selling Group that are primarily used or held for use or otherwise primarily related to the Business, except for any Intellectual Property expressly identified as an Excluded Asset (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property AssetsVicksburg Casino, the “Intellectual Property Assets”) with Vicksburg Related Properties or the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product.IOC Holdings Hotel; (b) except as provided in Section 2.03(d), all tangible embodiments accounts, notes, contract or other receivables of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related Sellers that predominantly relate to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software ProductBusiness (collectively, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentation“Accounts Receivable”); (c) all raw materialsdeposits and advances, works-in-process, finished goods, supplies prepaid expenses and other inventories, wherever situated prepaid items of the Sellers that are primarily used or held for use in or otherwise primarily related predominantly relate to the Business Business, to the extent the foregoing are transferable to Legends-Miss or Legends 1 (collectively, “InventoryPrepaids”), with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Products; (d) all inventories of the Sellers predominantly used in the operation of the Vicksburg Casino, Vicksburg Related Properties and the IOC Holdings Hotel, including (i) all Contractsinventories of dice, outstanding proposals unopened liquor containers, food, beverages and open purchase orders that are primarily related to the Businesscooking supplies in closed containers, other than Contractsmerchandise, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) gaming supplies and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, gaming device parts inventory and (ii) all rights engineering, maintenance and interests housekeeping supplies, soap, shampoo and cleaning supplies in closed containers, all china, glassware, linens, silverware and similar hotel amenities, including any of the foregoing unused and held in reserve storage for future use (collectively, the “Hotel Amenities”); provided, however, to the extent any of the Hotel Amenities contain Isle IP, then no more than a 120-day supply shall be included in the Purchased Assets (collectively, “Inventory”); (e) the riverboat vessel and barge housing the Vicksburg Casino and any related barges or staging areas; (f) subject to Section 2.03(g) and subject to obtaining any consent listed in Section 7.03(a) of the Disclosure Schedule that is necessary to transfer the following assets, all tangible assets, including machinery, equipment (including all rights gaming equipment and interest in Intellectual Property whether presently known or unknown, contingent or otherwisedevices), licensed gaming tables, tools, spare parts, vehicles, trucks, transportation equipment, operating supplies, furniture and office equipment, fixtures, furnishings, signs (subject to Section 14.09), artwork, guest room furnishings, specialized equipment and utensils for kitchens, bars, restaurants, laundries, public rooms, hall and lobby equipment, heating ventilating and air-conditioning systems, plumbing, electrical, refrigerating, incinerating, elevators, escalators, communication and security plants or otherwise made available under systems with appurtenant fixtures, uniforms, construction-in-progress, telephone system, telecopiers, photocopiers and computer hardware, that are located at the Assigned Properties, or if not located at the Properties, are predominantly used in the operation of the Vicksburg Business or the IOC Holdings Hotel; (g) (i) the parcels of land owned by RCMV and described in Section 2.02(g) of the Disclosure Schedule, together with all tenements, privileges, easements and appurtenances in any way pertaining to such land (the “Mississippi Land”), (ii) all buildings, structures and other improvements, fixtures and appurtenances located on the Mississippi Land, including the Vicksburg Related Properties (the “Mississippi Improvements”) (the Mississippi Land and the Mississippi Improvements are sometimes hereinafter collectively referred to as the “Mississippi Real Property”), (iii) the parcels of land owned by IOC Holdings and described in Section 2.02(g) of the Disclosure Schedule, together with all tenements, privileges, easements and appurtenances in any way pertaining to such land (the “IOC Holdings Land”), and (iv) all buildings, structures and other improvements, fixtures and appurtenances located on the IOC Holdings Land, including the IOC Holdings Hotel (the “IOC Holdings Improvements”); (h) subject to obtaining any consent listed in Section 7.03(a) of the Disclosure Schedule, (i) all Contracts identified described in Sections 2.1(d)(i)(ASection 7.13 of the Disclosure Schedule (other than those Contracts to which LRGP is a party), (ii) any Contracts that relate predominantly to the Vicksburg Business or IOC Holdings Hotel that are not required to be listed in the Disclosure Schedule pursuant to Section 7.13(a) of this Agreement (other than those Contracts that are listed in Section 2.03(b) of the Disclosure Schedule) and (Biii) any Contracts entered into by the Sellers or their Affiliates (together other than LRGP) after the date hereof in compliance with the Assigned Third Party IP identified in Section 2.1(e)(ii) belowterms and provisions of this Agreement that predominantly relate to the Business (collectively, the “Assigned Third Party IPContracts”); (i) all Intellectual Property Licenses to the extent primarily related to the Business; provided that, for the sake of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract permits and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights licenses of the Sellers to receive money, in each case, primarily related that are applicable only to the Business, including building permits, certificates of occupancy and other assignable governmental permits and licenses, including all security related theretostate, county and any claimlocal liquor, remedy or hotel occupancy, restaurant, board of health, gift shop, cigarette, elevator, vending machine, refuse and other right related licenses, to the extent any of the foregoing, whether same are transferable or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Business assignable to receive money under the Maintenance Contracts; (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property (other than Inventory) primarily used Legends-Miss or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”); (i) all of the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentalsLegends 1; (j) copies of all books, records, data subject to Section 2.03(i) and information, whether in hard copy or electronic format, to the extent used transferable or held for use assignable to Purchasers, choses in action, claims and causes of action or related rights of recovery or set-off of every kind and character that relate only to the Business, including without limitation all email addressesunder warranties, residential or business addresses guarantees and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition with the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Businessindemnities; (k) all customer lists of subject to Sections 14.01 and 14.08, the BusinessVicksburg Casino and Louisiana Casino Players List and, all Business Data, and all other data submitted by customers in connection with the use of the Purchased Assets, including all data related to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held except for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced; (m) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership following that contain confidential or proprietary information of the Purchased Assets and/or the operation of the Business, but excluding causes of action Sellers and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the Excluded Assets; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (o) which is not capable of being redacted without undue burden, all Permits held by any of the Sellers primarily used or held for use ineach Seller’s files, or required under applicable Law for the operation ofpapers, the Business; (p) all information systems, hardware, telephone systems, Software systems, database documents and database systems of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”); (q) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all right, title and interest in all assets (tangible and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor records predominantly relating to the Business, including credit, sales and accounting records, customer and vendor lists, sales and marketing literature, books, advertising material (other that those materials that contain Isle IP), office supplies, forms, catalogues, non-Isle corporate manuals, correspondence, employment records of Transferred Employees to the extent transfer is permitted under applicable Law and design plans for improvements to the Casinos (it being understood that the Sellers can redact any information contained in the books and records included in the Purchased Assets to the extent such information is not predominantly related to the Business); and (l) all rights toof each Seller’s interests in local telephone and facsimile numbers in Vicksburg, and goodwill inMississippi or Bossier City, the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be set forth on Section 5.14(a) of the Disclosure Schedule;Louisiana.

Purchase and Sale of Purchased Assets. Upon ‌ On the terms basis of the representations, warranties, covenants, and agreements herein, and subject to the satisfaction or waiver of the conditions of this Agreementset forth herein and the terms hereof, on at the Closing DateClosing, the Purchaser hereby agrees to shall purchase from the Sellers, Seller and the Sellers agree to Seller shall sell, transfer, grant, convey, assign assign, transfer and relinquish exclusively deliver to Purchaser (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) free and clear of all Liens (other than Permitted Liens) , all of the Sellers’ Seller’s right, title and interest in in, to and to under the following assets, properties and rights as assets used in connection with Seller’s operation of the Closing Date Business (other than the Excluded Assets), including the following (collectively, the “Purchased Assets”) (but expressly excluding the Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)): (a) all Intellectual Property owned or purported to be owned by any The fifty-two and five hundredths (52.05) acres of real property on which the Selling Group that buildings, pre-sed basin, dam, and other improvements used in the production of water at the Water Company Facility are primarily used or held for use or otherwise primarily related to the Business, except for any Intellectual Property expressly identified as an Excluded Asset located (the “Excluded Intellectual Real Property”). The legal description and survey of the Real Property Assets(the “Survey”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth attached hereto on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product.Exhibit A. Assets.‌‌‌‌‌‌ (b) all tangible embodiments The following water production assets: dam, pre-sed basin, and other assets that impound, supply, treat, and distribute water which are owned by Seller, used by Seller in connection with the operation of the Intellectual Property AssetsBusiness, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentation;not excluded hereunder (c) all raw materialsfurniture, works-in-processfixtures, finished goodsequipment, supplies machinery, tools, office equipment, supplies, computers, telephones and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to tangible personal property located on the Business (“Inventory”), with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy ProductsReal Property as of Closing; (d) (i) all ContractsPermits which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, outstanding proposals and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IP”)extent assignable; (ie) all Intellectual Property Licenses of Seller’s rights under assignable warranties, indemnities and all similar rights against third parties to the extent primarily related to the Business; provided that, for the sake any Purchased Assets or any Liabilities of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further thatSeller assumed by Purchaser at Closing, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”any; (f) all accounts receivableoriginals, notes receivableor where not available, deferred chargescopies, chattel paperof books and records of Seller, refundsincluding, creditswithout limitation, allowancesmachinery and equipment maintenance files, earn-out paymentscustomer lists, royalty payments customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and rebatesprocedures, customer complaints and inquiry files, research and development files, and other rights of the Sellers to receive money, in each case, primarily related records and data pertaining to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected Business in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement Seller’s possession (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance Contractscorrespondence with any Government Entity); (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein;following phone number associated with the Business (660-448-2111); and (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”); (i) all of the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentals; (j) copies of all books, records, data and information, whether in hard copy or electronic format, to the extent used or held for use or related to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition with the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement goodwill and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (k) all customer lists going concern value of the Business. Notwithstanding the foregoing, all Business Data, and all other data submitted by customers in connection with the use of the Purchased Assets, including all data related to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced; (m) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or shall not include the operation of the Business, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the Excluded Assets; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (o) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”); (q) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all right, title and interest in all assets (tangible and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor to the Business, including all rights to, and goodwill in, the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be set forth on Section 5.14(a) of the Disclosure Schedule;Excluded

Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the conditions of this Agreement, on at the Closing DateClosing, the Seller shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, and the Purchaser hereby agrees to shall purchase from the SellersSeller, all the assets, properties, goodwill and business of every kind and description and wherever located, whether tangible or intangible, real, personal or mixed, directly or indirectly owned by the Sellers agree Seller or to sellwhich the Seller is directly or indirectly entitled and, transferin any case, grantbelonging to or used or intended to be used in the Purchased Business, convey, assign and relinquish exclusively to Purchaser (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) free and clear of all Liens (other than Permitted Liensthe Excluded Assets (the assets to be purchased by the Purchaser being referred to as the "Purchased Assets"), including the following: (i) all the Owned Real Property and all rights of the Sellers’ right, title and interest Seller in and to the following assets, properties and rights as respect of the Closing Date (collectively, the “Purchased Assets”) (but expressly excluding the Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)):Leased Real Property; (aii) all Intellectual Property owned or purported to be owned by any of the Selling Group that are primarily furniture, fixtures, equipment, machinery and other tangible personal property used or held for use by the Seller at the Purchased Distribution Centers, the Leased Warehouse, the Leased Store Sites and the Purchased Stores, or otherwise primarily related to the Business, except for any Intellectual Property expressly identified as an Excluded Asset (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations set forth on Section 5.14(a)(ii) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned held by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held Seller at the Closing for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product. (b) all tangible embodiments conduct of the Intellectual Property Assets, including all tangible embodiments of Purchased Business at the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software ProductPurchased Distribution Centers, the underlying Software Leased Warehouse, the Leased Store Sites and all related source code, object code, media files, specifications, designs the Purchased Stores and technical documentationnot otherwise included in clause (i) above; (c) all raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to the Business (“Inventory”), with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Products; (d) (i) all Contracts, outstanding proposals and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IP”); (i) all Intellectual Property Licenses to the extent primarily related to the Business; provided that, for the sake of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights of the Sellers to receive money, in each case, primarily related to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance Contracts; (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”); (iiii) all of the prepaid expenses (to tractors, spotters and trailers used in the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Purchased Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentals; (j) copies of all books, records, data and information, whether in hard copy or electronic format, to the extent used or held for use or related to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition with the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (k) all customer lists of the Business, all Business Data, and all other data submitted by customers in connection with the use of the Purchased Assets, including all data related to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files which are listed on Section 2.1(k2.01(a)(iii) of the Disclosure Schedule; (liv) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually producedInventories; (mv) all Receivables other than the Intercompany Receivables; (vi) all books of the Sellers’ claims, causes of action account and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership financial records of the Purchased Assets and/or Business located at the operation Purchased Distribution Centers, the Purchased Stores and the Leased Warehouse, personnel records relating to the Transferred Employee in accordance with Section 6.08, invoices, shipping records, supplier lists, customer lists, correspondence and other documents, records and files and any rights thereto owned, primarily associated with or employed by the Seller in connection with the Purchased Business other than organizational documents, minute and stock record books and the corporate seal of the Business, but excluding causes of action and other legal rights and remedies Seller; (vii) the goodwill of the Sellers Seller relating to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) Purchased Business other than any goodwill relating exclusively to the Excluded Assets; (nviii) all rightsclaims, that may be asserted based on eventscauses of action, occurrences or conditions occurring or existing after the Closingchoses in action, rights of recovery and rights of setoff of any kind (including rights to insurance proceeds and rights under or and pursuant to all warranties, indemnitiesrepresentations and guarantees made by suppliers of products, representationsmaterials, guarantees or equipment, or components thereof), related to the other Purchased Assets pertaining to, arising out of and similar rights in favor inuring to the benefit of the SellersSeller, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (o) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use except as set forth in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”Section 2.01(b)(xii); (qix) all issued sales and outstanding Equity Interests promotional literature, customer lists and other sales-related materials related to the Purchased Business owned, used, associated with or employed by the Seller at the Closing; (x) all rights of the Seller under all of the Assumed Contracts and under all bids and offers related to the Purchased Business (to the extent such offers are transferable); (xi) all municipal, state and federal franchises, permits, licenses, agreements, waivers and authorizations held or used by the Seller that participates in Concurrent NC and Concurrent Asia Corp (collectivelythe conduct of the Purchased Business in connection with, or required for, the “Purchased Equity”Business, to the extent transferable; (xii) all warranties, representations and guarantees made by suppliers of products, materials, or equipment (or components thereof), related to the Purchased Business pertaining to, arising out of and inuring to the benefit of the Seller; (xiii) the IBM 2066-0E1 computer located at the Seller's facility at 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx, 00000 (the "IBM Computer"); (xiv) all cash on hand at the Purchased Stores as of the Purchased Stores Effective Time for each Purchased Store (the "Purchased Stores Cash Amount"); and (xv) except as set forth in Section 2.01(b), all of the Seller's right, title and interest at the Closing in, to and under all other assets, rights and claims of every kind and nature used or intended to be used in all assets (tangible and intangible)the operation of, propertiesor residing with, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located;the Purchased Business. (rb) all goodwill associated with Notwithstanding anything in Section 2.01(a) to the Business or contrary, the Purchased Assets shall exclude the following assets and properties owned by the Seller (the "Excluded Assets, together with the right to represent to third parties that the Purchaser is the successor to the Business, including all rights to, and goodwill in, the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be set forth on Section 5.14(a) of the Disclosure Schedule;"):

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, the Purchaser hereby agrees to purchase from the Sellers, Agreement and the Sellers agree to Ancillary Agreements, at and effective as of the Closing, Seller shall (or shall cause its applicable Affiliates to) sell, transfer, grant, convey, assign and relinquish exclusively deliver to Purchaser Buyer, and Buyer shall purchase and accept from Seller (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) free and clear of or such Affiliates), all Liens (other than Permitted Liens) all of the Sellers’ rightrights, title and interest interests of Seller or its Affiliates in and to the following assets, properties and rights as of the Closing Date (collectively, the “Purchased Assets”) ), in each case free and clear of any Encumbrances (but expressly excluding the Excluded Assets, and, until the Concurrent HPS Closing, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)other than Permitted Encumbrances): (a) all Intellectual Property owned rights and interests of Seller or purported to be owned by any of its Affiliates under the Selling Group that are primarily used or held for use or otherwise primarily related to the Business, except for any Intellectual Property expressly identified as an Excluded Asset (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations Contracts set forth on Section 5.14(a)(ii2.1.1(a) of the Seller Disclosure Schedule or that are required to be set forth in Schedules, which Section 5.14(a)(ii) of the Seller Disclosure Schedule and Schedules may be modified from the date hereof through one (ii1) any Intellectual Property Business Day prior to the Sale Hearing in accordance with Section 4.3.2 (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product.“Purchased Contracts”); (b) all tangible embodiments of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software Product, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentationPurchased Product Records; (c) all raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to the Business (“Inventory”), with that the understanding that the following constitute Inventory and Purchased Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy ProductsIntellectual Property; (d) all correspondence and other documentation between the parties to the Vimovo License Agreements, the Treximet License Agreement, the Treximet Sale Agreement, the Genus Agreement and the Takeda License; (ie) the right to receive all royalties arising under the Vimovo License Agreements, the Treximet Sale Agreement, the Genus License and the Takeda License on or after the Closing Date; (f) the goodwill associated with the Product Information and the Purchased Intellectual Property; (g) if Buyer acquires the Ireland Lease, all chattels, fittings, fixtures, equipment, computers, devices, furniture and other items, owned by Aralez Ireland located on the Premises or in the possession of the Ireland Employees, the title to which shall each transfer by delivery; (h) all Contractsother technical information owned, outstanding proposals and open purchase orders that are primarily related controlled or developed by or on behalf of Seller or any of its Affiliates, or to the Businesswhich Seller or any of its Affiliates has access, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creationProduct, designincluding a royalty free, developmentperpetual, irrevocable license to any technical information developed as to particular markets (whether in respect of time periods before or after the Closing), and all data, information, materials, books and records to the extent used in or relating to the Purchased Assets or the Product Business, including all regulatory materials, biological, chemical, pharmacological, biochemical, technical, toxicological, pharmaceutical, physical and analytical, safety, quality control, manufacturing, pre-clinical and clinical data, instructions, processes, formulae, databases, expertise and information, relevant to the Exploitation, promotion, Manufacture, packaging, testing, use, marketing, licensing, sale, distribution, maintenance distribution or support sale of any Product or Legacy the Product, including without limitation the pharmacovigilance database, customer lists, marketing data and promotional and training materials, if applicable (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IPProduct Information”); (i) all Intellectual Property Licenses (i) Avoidance Actions, to the extent primarily related arising out of, relating to the Business; provided thator in respect of any Purchased Asset or Assumed Liability, for the sake of clarityalong with any and all recoveries by settlement, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right Order or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business Avoidance Action, and (ii) all Intellectual Property rights to and Claims for damages, injunctive and other legal and equitable relief (whether presently known accruing prior to, on or unknownafter the Closing Date) for past, contingent present and future infringement or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights violation of the Sellers to receive money, in each case, primarily related to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance Contracts; (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, furniture, office equipment, communications equipment (including telephones) and vehicles (the “Equipment”); (i) all of the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing), deposits and other Current Assets primarily used or held for use in or primarily or otherwise related to the Business, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentals;Intellectual Property; and (j) copies any other assets, properties, rights and interests of all books, records, data Seller and information, whether in hard copy or electronic format, to the extent used or held for use or its Affiliates related to the Business, including without limitation all email addresses, residential Product or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Product Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records and other documents, but any such records or documents, to the extent containing Business Records shall (i) not be used by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition with the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (k) all customer lists of the Business, all Business Data, and all other data submitted by customers in connection with the use of the Purchased Assets, including all data related to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case to the extent actually produced; (m) all of the Sellers’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or the operation of the Business, but excluding causes of action and other legal rights and remedies of the Sellers to the extent they are (i) against Purchaser with respect to the Transactions contemplated hereby; or (ii) relating exclusively to the Excluded Assets; (n) all rights, that may be asserted based on events, occurrences or conditions occurring or existing after the Closing, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (o) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use in the Business and any and all rights thereunder (collectively, the “Transferred IT Systems”); (q) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all right, title and interest in all assets (tangible and intangible), properties, Permits, causes of action, remedies and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor to the Business, including all rights to, and goodwill in, the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be set forth on Section 5.14(a) of the Disclosure Schedule;.

Purchase and Sale of Purchased Assets. Upon Subject to the terms and subject to the conditions of this Agreementset forth herein, and in reliance on the Closing Daterepresentations, warranties, covenants, and agreements of the Purchaser parties contained herein, Seller hereby agrees to sell, assign, transfer, convey and deliver to Buyer, and Buyer hereby agrees to purchase and acquire from the SellersSeller, and the Sellers agree to sell, transfer, grant, convey, assign and relinquish exclusively to Purchaser (and/or (at Purchaser’s discretion) to an Affiliate of Purchaser) free and clear of all Liens (any Encumbrances other than Permitted Liens) Encumbrances, all of the Sellers’ Seller’s right, title and interest in in, to and to under all of the following assets, properties properties, rights, claims and rights as interests of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired, which relate to, or are used or held for use in connection with, the Business except for those assets, properties, rights, claims and interests that are specifically included in the definition of the Closing Date term “Excluded Assets” set forth in Section 2.2 (collectively, the “Purchased Assets”) (but expressly excluding the Excluded Assets), andincluding, until the Concurrent HPS Closingwithout limitation, the Concurrent HPS Equity and the Concurrent HPS Assets (as defined below)):following: (a) all Intellectual Property owned or purported to be owned by any of inventory, finished goods, raw materials, works in progress, supplies and other current assets, including the Selling Group that are primarily used or held for use or otherwise primarily related to the Business, except for any Intellectual Property expressly identified as an Excluded Asset (the “Excluded Intellectual Property Assets”) (all such Intellectual Property other than the Excluded Intellectual Property Assets, the “Intellectual Property Assets”) with the understanding that the following are to be included within the definitions of Intellectual Property Assets and Purchased Assets (in addition to any other Intellectual Property that may otherwise fall within such terms as defined herein): (i) the Intellectual Property Registrations inventory set forth on in Section 5.14(a)(ii2.1(a) of the Disclosure Schedule or that are required to be set forth in Section 5.14(a)(ii) of the Disclosure Schedule and (ii) any Intellectual Property (including Software) that is owned or purported to be owned by any of the Selling Group and that is: (A) or otherwise constitutes a Product or Legacy Product; (B) embedded or incorporated into any Product or Legacy Product or (C) used or held for use in the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or any Legacy Product.Schedules; (b) all tangible embodiments Contracts of Seller, including those listed or described on Section 2.1(b) of the Intellectual Property Assets, including all tangible embodiments of the Intellectual Property owned or purported to be owned by any of the Selling Group related to the Products or the Legacy Products, including all hardware Products inventory and with respect to any Software ProductDisclosure Schedules (collectively, the underlying Software and all related source code, object code, media files, specifications, designs and technical documentation“Assigned Contracts”); (c) all raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated that are primarily used or held for use in or otherwise primarily related to the Business (“Inventory”), with that the understanding that the following constitute Inventory and Purchased Intellectual Property Assets: raw materials, works-in-process, finished goods, supplies and other inventories, wherever situated, that are Products or Legacy Products or that relate to Products or Legacy Products; (d) (i) all Contracts, outstanding proposals and open purchase orders that are primarily related to the Business, other than Contracts, outstanding proposals or open purchase orders specifically identified on Section 2.3(b) or Section 2.5 of the Disclosure Schedule as Excluded Assets (together with the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) and Sections 2.1(e)(i)(A) and (B) below the “Assigned Contracts”); provided that the following are to be included within the definitions of Assigned Contracts and Purchased Assets (in addition to any other Contracts, outstanding proposals and open purchase orders that may otherwise fall within such terms as defined herein): (A) any Contract, outstanding proposal or open purchase order of a Transferred Company and (B) any Contract, outstanding proposal or open purchase order relating to the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, and (ii) all rights and interests (including all rights and interest in Intellectual Property whether presently known or unknown, contingent or otherwise), licensed or otherwise made available under the Assigned Contracts identified in Sections 2.1(d)(i)(A) and (B) (together with the Assigned Third Party IP identified in Section 2.1(e)(ii) below, “Assigned Third Party IP”); (i) all Intellectual Property Licenses to the extent primarily related to the Business; provided that, for the sake of clarity, all such Intellectual Property Licenses shall also be deemed “Assigned Contracts”; provided further that, if any Intellectual Property License provides the Selling Group any right or license in any Intellectual Property that is: (A) embedded or incorporated into any Product or Legacy Product or (B) is otherwise used or held for use in connection with the creation, design, development, manufacturing, testing, marketing, licensing, sale, distribution, maintenance or support of any Product or Legacy Product, any such Intellectual Property License will be considered an Assigned Contract and a Purchased Asset whether or not it is primarily related to the Business and (ii) all Intellectual Property (whether presently known or unknown, contingent or otherwise) licensed or otherwise made available under any such Assigned Contracts; provided further that, for the sake of clarity, all such Intellectual Property shall also be deemed “Assigned Third Party IP”; (f) all accounts receivable, notes receivable, deferred charges, chattel paper, refunds, credits, allowances, earn-out payments, royalty payments and rebates, and other rights of the Sellers to receive money, in each case, primarily related to the Business, all security related thereto, and any claim, remedy or other right related to any of the foregoing, whether or not reflected in the Financial Reports, but including any amount accrued and reflected as a Current Asset in Working Capital, as finally determined in accordance with the terms of this Agreement (the “Accounts Receivable”) and including all rights of the Business to receive money under the Maintenance Contracts; (g) the Transferred Cash, all bank accounts and lockboxes holding such Transferred Cash and all rights and interests therein; (h) all personal property (other than Inventory) primarily used or held for use in or primarily related to the Business, and all interests therein, including machinery, equipment, tools, motor vehicles, tractors, trailers, implements, service parts, accessories, furniture, office equipmentcomputer hardware, communications equipment (including telephones) and vehicles (the “Equipment”); (i) all of the prepaid expenses (to the extent the Purchaser will receive the benefit of such prepaid expenses following the Closing)fixtures, deposits materials, leasehold and other Current Assets primarily used or held for use in or primarily or otherwise related to the Businessimprovements, any Purchased Asset or any Assumed Liability, whether or not reflected in the Financial Reports, including any amount accrued computing and reflected as a Current Asset in Working Capital as finally determined in accordance with the terms of this Agreement, including without limitation ad valorem taxes, leases and rentals; (j) copies of all books, records, data and information, whether in hard copy or electronic format, to the extent used or held for use or related to the Business, including without limitation all email addresses, residential or business addresses and related information, in each case for all active customers and suppliers and for all inactive customers and suppliers of and to the Business who have purchased or supplied goods and services from/to the Business since January 1, 2015 (the “Business Records”); provided that the Seller Parent shall have the right to retain its own copies of such records telecommunications equipment and other documents, but any such records items of tangible personal property owned by Seller or documents, to the extent containing Business Records shall (i) not be used leased by the Seller Parent or its Affiliates to own, manage, operate, control, participate in, invest in, perform services for, or otherwise carry on or engage in any business which, directly or indirectly is in competition with the Business as conducted as of the Closing, and (ii) shall be subject to the Confidentiality Agreement and the confidentiality provisions set forth in this Agreement; and provided further that the Seller Parent may, before delivering such records and other documents to the Purchaser, redact any information or data therefrom to the extent relating exclusively to any assets, properties or business of the Sellers other than the Business; (k) all customer lists of the Business, all Business Data, and all other data submitted by customers in connection with the use of the Purchased Assets, including all data related to such data (such as market data and aggregated data), including without limitation the Sales Force CRM files listed on Section 2.1(k) of the Disclosure Schedule; (l) copies of all current and to the extent reasonably available, historical sales and promotional material and literature to the extent primarily used or held for use in the operation of the Business, including samplestogether with any express or implied warranty by the manufacturer, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and the artwork relating to sales and promotional literature, in each case seller or lessor of any such item or component part thereof (to the extent actually producedassignable) and all maintenance records and other documents relating thereto, including those listed or described on Section 2.1(d) of the Disclosure Schedules (collectively, the “Equipment”); (me) all Facilities; (f) all Easements; (g) all Permits, including Environmental Permits, including, without limitation, those listed on Section 4.17(a) of the Disclosure Schedules; (h) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise; (i) all advance payments, security or other deposits associated with or being held subject to any Assigned Contracts; (j) all of the Sellers’ claimsSeller's rights under warranties, causes of action indemnities and other legal all similar rights and remedies, whether or not known as of the Closing Date, relating primarily to any of the Sellers’ ownership of the Purchased Assets and/or the operation of the Business, but excluding causes of action and other legal rights and remedies of the Sellers against third parties to the extent they are (i) against Purchaser with respect related to the Transactions contemplated hereby; or (ii) relating exclusively to the Excluded any Purchased Assets; (nk) 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 the Intellectual Property Assets and the Intellectual Property Licenses (collectively, the “Books and Records”); and (l) all goodwill related to the 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, that may be asserted based on eventsclaims or interests, occurrences or conditions occurring or existing after the Closingwherever located, under or pursuant to all warranties, indemnities, representations, guarantees and similar rights in favor of the Sellers, the Transferred Companies or any of their Affiliates with respect to the Business or any Purchased Asset; (o) all Permits held by any of the Sellers primarily used or held for use in, or required under applicable Law for the operation of, the Business; (p) all information systems, hardware, telephone systems, Software systems, database and database systems of the Sellers that are primarily used or held for use in connection with the Business and Business, are currently owned by any and all rights thereunder (collectivelyAffiliate or Associate of Seller or the Member, the “Transferred IT Systems”); (q) all issued and outstanding Equity Interests in Concurrent NC and Concurrent Asia Corp (collectively, the “Purchased Equity”) and all right, title and interest in all assets (tangible and intangible)such assets, properties, Permitsrights, causes of actionclaims 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, remedies such Affiliate or Associate shall be deemed to be included in the term “Seller,” for this limited purpose only, and rights of Concurrent NC and Concurrent Asia Corp wherever located; (r) all goodwill associated 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 Business or the Purchased Assets, together with the right to represent to third parties that the Purchaser is the successor to the Business, including all rights to, and goodwill in, the names “RedHawk,” “NightStar” and “SIMulation Workbench” and the other names set forth under the heading “Real-Time Trademarks” on or required to be set forth on Section 5.14(a) of the Disclosure Schedule;provisions hereof.