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

Purchase and Sale of the Assets. Subject to the terms and conditions and for the consideration herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers agree to sell, assign, convey and deliver to Buyer, and Buyer agrees to purchase and acquire from Sellers at the Closing (as defined below), all of Sellers’ right, title and interest in and to the assets described below, other than the Excluded Assets (collectively, the “Assets”): (a) the fee surface tracts described on Annex A (collectively, the “Surface Tracts”); (b) all surface leases, licenses, subleases, rental or occupancy agreements, concessions and other agreements (written or oral) described on Annex B (collectively, together with all amendments and modifications thereto, the “Surface Leases”) and any surface facilities, yards, shops, and offices located on the Surface Leases, together with all fixtures, buildings, structures or other improvements thereon; (i) all equipment, machinery, fixtures, furniture, buildings, structures, improvements and other real, personal and mixed property, operational and nonoperational, located on the Properties (except for any such personal property leased from Third Parties), and (ii) all equipment, machinery and other real, personal and mixed property, operational or nonoperational, located off the Properties, used or held for use primarily in connection with, or otherwise primarily attributable to, the ownership of the Assets or the Business (except for any such personal property leased from Third Parties), which (whether described in the foregoing clauses (i) or (ii)) shall include, but not be limited to, that property described on Annex C; (d) to the extent assignable by Sellers to Buyer, all Permits set forth on Annex D (and, for the avoidance of doubt, solely to the extent the applicable Governmental Authority consents to or otherwise approves the assignment or transfer of the applicable Permit); (e) all Assigned Contracts (other than those listed on Schedule 2.02(l)) and any and all amendments, ratifications or extensions of the foregoing (collectively, the “Purchased Contracts”); (f) to the extent, and only to the extent, in the possession or control of Sellers and related to the Assets, all books, records, files, reports, and accounting records and copies of Tax records, including: (A) land and title records (including lease files, Third Party brokerage information, run sheets, abstracts of title, surveys, maps, title opinions and title curative documents); (B) Contract files; (C) correspondence; (D) facility files (including construction records); and (E) environmental, regulatory, accounting and copies of Tax records (such materials, excluding the Excluded Records, the “Data”); provided, however, that (1) rights to receive access to and copies of such Data from Third Parties shall accrue to Buyer only to the same extent as such rights are vested in Sellers and (2) to the extent that any such Data relates to both Assets and Excluded Assets, Sellers shall be entitled to retain the original copies of such Data that relates primarily to Excluded Assets and shall deliver copies of such Data to Buyer hereunder; (g) all of the trucks, trailers, frac tanks, vehicles and other rolling stock described on Part 1 of Annex E (the “Vehicles”) and all finance leases described on Part 2 of Annex E (the “Vehicle Finance Leases”); (h) all Acquired Accounts Receivable; (i) all rights, claims, causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller to the extent related directly to the Assets (other than the Excluded Assets) or any Assumed Liability; (j) all inventory wherever located, including all semi-finished and finished goods, raw materials, works in progress, packaging, supplies, tooling and parts, whether held at any location or facility of any Seller or in transit to any Seller, in each case, as of the Closing Date and primarily related to the Business; (k) the Intellectual Property described on Annex G, in each case, solely to the extent owned by Sellers (collectively, the “Transferred Intellectual Property”); and (l) all intangible rights, inchoate rights, transferable rights under warranties made by prior owners, manufacturers, vendors, and Third Parties, and rights accruing under applicable statutes of limitation or prescription to the extent related or attributable to the Assets described in clauses (a) through (k) above. To the extent the assignment of any Asset to Buyer pursuant to this Agreement requires the consent of or payment of a fee to any Third Party notwithstanding the entry of the Sale Order then such Asset shall not be assigned to Buyer (and shall constitute an Excluded Asset) unless such consent is obtained or Buyer pays any fee required to effect such assignment (provided that Sellers shall not be required to pay any fees or other amounts to Third Parties in connection with obtaining any such consents).

Purchase and Sale of the Assets. Subject to the terms and conditions and for the consideration herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers agree to sell, assign, convey and deliver to Buyer, and Buyer agrees to purchase and acquire from Sellers at the Closing (as defined below), all of Sellers’ right, title and interest in and to the assets described below, other than the Excluded Assets (collectively, the “Assets”): (a) the salt water disposal wxxxx described on Annex A (the “SWD Wxxxx”) and all fee, leasehold and other surface and subsurface rights attributable to the SWD Wxxxx (the “SWD Land Rights”) and all disposal equipment and facilities located on the lands covered by the SWD Land Rights; (b) the additional water wxxxx described on Annex A (the “Water Wxxxx”) and all fee, leasehold and other surface and subsurface rights attributable to the Water Wxxxx (the “Water Land Rights”) and all equipment and facilities located on the lands covered by the Water Land Rights; (c) the fee surface tracts described on Annex A B (collectively, the “Surface Tracts”); (bd) all surface leases, licenses, subleases, rental or occupancy agreements, concessions and other agreements (written or oral) to which either Seller is a party and covering real property that is used or held for use primarily in connection with the ownership or operation of the SWD Wxxxx or Water Wxxxx or to the extent which are required for access to the SWD Wxxxx or Water Wxxxx, including those described on Annex B C (collectively, together with all amendments and modifications thereto, the “Surface Leases”) and any surface facilities, yards, shops, and offices located on the Surface Leases, together with all fixtures, buildings, structures or other improvements thereon; (e) all easements, rights-of-way, leases, servitudes, licenses, privileges, surface use agreements and other surface or subsurface interests or rights (the “Right-of-Way Agreements”) held or owned by Sellers to the extent used or held for use primarily in connection with the ownership or operation of the SWD Wxxxx or Water Wxxxx or to the extent which are required for access to the SWD Wxxxx or Water Wxxxx, including those described on Annex D, together with all rights, hereditaments and appurtenances thereto (collectively, together with all amendments and modifications thereto, the “Rights of Way”); (i) all pipelines, transportation equipment, other equipment, storage facilities, machinery, fixtures, furniture, buildings, structures, improvements and other real, personal and mixed property, operational and nonoperational, located on the Properties (except for any such personal property leased from Third Parties), and (ii) all other pipelines, transportation equipment, machinery other equipment, storage facilities, machinery, fixtures, furniture, buildings, structures, improvements and other real, personal and mixed property, operational or nonoperational, located off the Properties, used or held for use primarily in connection with, or otherwise primarily attributable to, with the ownership of the Assets or the Business (except for any such personal property leased from Third Parties), which (whether described in the foregoing clauses (i) or (ii)) shall include, but not be limited to, that property described on Annex CE; (dg) to the extent assignable by Sellers to Buyer, all Permits set forth on Annex D F (and, for the avoidance of doubt, solely to the extent the applicable Governmental Authority consents to or otherwise approves the assignment or transfer of the applicable Permit); (eh) all Assigned Contracts (other than those listed on Schedule 2.02(l)) and any and all amendments, ratifications or extensions of the foregoing (collectively, the “Purchased Contracts”); (fi) to the extent, and only to the extent, in the possession or control of Sellers and related to the Assets, (i) to the extent assignable by Sellers to Buyer, and subject to the payment by Buyer of any fees required as a condition to the assignment thereof to Buyer, all geophysical, geological, engineering and other technical data, whether written or in electronically reproducible form, and (ii) all books, records, files, reports, and accounting records and copies of Tax records, including: (A) land and title records (including lease files, Third Party brokerage information, run sheets, abstracts of title, surveys, maps, title opinions and title curative documents); (B) Contract files; (C) correspondence; (D) facility files (including construction records); and (E) environmental, regulatory, accounting and copies of Tax records (such materials, excluding the Excluded Records, the “Data”); provided, however, that (1) Buyer’s right with respect to Data pursuant to clause (i) shall be limited to the extent the assignment and disclosure of, or rights granted hereunder with respect to, such Data are not restricted by the terms of any confidentiality, license or similar agreement (provided that Sellers shall use commercially reasonable efforts prior to the Closing to obtain any consent to such assignment and disclosure to the extent such restrictions exist, provided Sellers shall not be required to pay any fees or other amounts to Third Parties in connection with obtaining such consents), (2) rights to receive access to and copies of such Data from Third Parties shall accrue to Buyer only to the same extent as such rights are vested in Sellers Sellers, and (23) to the extent that any such Data relates to both Assets and Excluded Assets, Sellers shall be entitled to retain the original copies of such Data that relates primarily to Excluded Assets and shall deliver copies of such Data to Buyer hereunder; (gj) all of the trucks, trailers, frac tanks, vehicles and other rolling stock used or held for use primarily in connection with the ownership or operation of the Assets, including those described on Part 1 of Annex E G (the “Vehicles”) and all finance leases described on Part 2 of Annex E G (the “Vehicle Finance Leases”); (hk) all Acquired Accounts Receivable; (il) all rights, claims, causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller to the extent related directly to the Assets (other than the Excluded Assets) or any Assumed Liability; (jm) all inventory wherever locatedoffice equipment, including all semi-finished computers, software, and finished goods, raw materials, works hardware of Sellers used or held for use primarily in progress, packaging, supplies, tooling and parts, whether held at any location connection with the ownership or facility of any Seller or in transit to any Seller, in each case, as operation of the Closing Date and primarily Assets or related to the BusinessContinuing Employees (the “Office Equipment”); (kn) (i) the Intellectual Property described on Annex GI and (ii) the names “Agua Libre” and “Agua Libre Midstream” and all variations and derivations thereof, in each case, solely to the extent owned by Sellers (collectively, the “Transferred Intellectual Property”); and (lo) all intangible rights, inchoate rights, transferable rights under warranties made by prior owners, manufacturers, vendors, and Third Parties, and rights accruing under applicable statutes of limitation or prescription to the extent related or attributable to the Assets described in clauses (a) through (kn) aboveabove on or after the Closing Date. To the extent the assignment of any Asset to Buyer pursuant to this Agreement requires the consent of or payment of a fee to any Third Party notwithstanding the entry of the Sale Order then such Asset shall not be assigned to Buyer (and shall constitute an Excluded Asset) unless such consent is obtained or Buyer pays any fee required to effect such assignment (provided that Sellers shall not be required to pay any fees or other amounts to Third Parties in connection with obtaining any such consents).

Purchase and Sale of the Assets. Subject to the terms and conditions and for the consideration herein set forthof this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers agree Seller agrees to sell, assign, convey and deliver to Buyer, and Buyer agrees to purchase and acquire from Sellers Seller, at the Closing (Closing, but effective as defined below)of the Effective Time, all of Sellers’ rightSeller’s interests in, title to and interest in under the following assets (such assets, less and to the assets described below, other than except the Excluded Assets (collectivelyAssets, the “Assets”): (a) All oil, gas, Hydrocarbon and/or mineral leases, subleases and other leaseholds, in each case, to the extent and only to the extent covering the Lands, including those leases that are identified on Exhibit A-1, subject to the depth limitations and other restrictions that may be set forth in the Leases or in any conveyances in the chain of title thereof, together with (i) all rights, privileges, benefits and powers conferred upon the holder of such leases, subleases and other leaseholds with respect to the use and occupation of the Lands covered thereby, (ii) all rights, options, titles and interests of Seller, including rights to obtain or otherwise earn any interest in the Lands and (iii) mineral fee surface tracts described interests (including the mineral fee interest set forth on Annex A Exhibit A-1), royalties, overriding royalties, net profits interests, carried interests, payments out of production, contractual rights to production, farmout rights, options, and other rights, properties and interests to Hydrocarbons produced or in place and any other interests, in each case, to the extent and only to the extent covering the Lands (collectively, the interests described in this Section 2.1(a), the “Surface TractsLeases”); (b) all surface leasesAll producing, licensesnon-producing, subleasesshut in, rental permanently or occupancy agreementstemporarily plugged and abandoned Hydrocarbon, concessions water, CO2, injection, salt water disposal or other wxxxx located on the Leases, Units or Lands, in each case, to the extent such interest in such wxxxx is derived from the Leases or the Units and, in each case, including the wellbores described in Exhibit A-2, (“Wxxxx” and other agreements (written or oral) described on Annex B (collectively, together collectively with all amendments the Leases and modifications theretothe Units, the “Surface LeasesOil and Gas Properties” and each individually an “Oil and Gas Property”) and any surface facilities, yards, shops, and offices located on the Surface Leases, together with all fixtures, buildings, structures or other improvements thereon); (ic) all equipmentAll structures, facilities, processing systems, processing plants, compressors, meters, tanks, machinery, tools, inventory, Equipment (including trees, PLETs, flowlines, control assemblies, and production handling equipment), fixtures, furniture, buildings, structures, improvements and other realimmovable, personal and mixed propertyproperty (in each case, operational and nonoperational, located on the Properties (except for any such personal property leased from Third Parties), and (ii) all equipment, machinery and other real, personal and mixed property, whether operational or nonoperational, known or unknown) that is located off on the Lands or appurtenant to the Oil and Gas Properties, Easements, or Real Properties and used or held for use primarily in connection withwith the other Assets, and such flowlines, pipelines, gathering systems, gathering lines, meters, tanks, tank batteries, storage facilities, salt water disposal facilities, field separators and liquid extractors, dehydration equipment, nitrogen rejection units, scrubbers, pigs and pig launchers, treatment facilities, compressors, air service facilities, power lines, telephone and telegraph lines, field processing plants and other fixtures, equipment and facilities which are used in connection with the Assets, including SCADA equipment located on the Oil and Gas Properties, Easements, or otherwise primarily attributable toReal Properties and used or held for use in connection with the other Assets, well equipment, casing, tubing, pumps, motors, platforms, rods, boilers, manifolds, pads, and materials, and including all facilities identified on Exhibit A-3 (collectively, the ownership of the Assets or the Business (except for any such personal property leased from Third Parties“Facilities”), which (whether described in the foregoing clauses (i) or (ii)) shall include, but not be limited to, that property described on Annex C; (d) All surface leases and fee real property to the extent assignable by Sellers to Buyer, all Permits set forth comprising the Lands and on Annex D (and, for the avoidance of doubt, solely to the extent the applicable Governmental Authority consents to or otherwise approves the assignment or transfer which any of the applicable PermitFacilities are located, including all surface leases and fee real property described on Exhibit A-4 (the real property covered by such surface leases and such fee properties, the “Real Properties”); (e) all Assigned Contracts All rights in any pooled or unitized acreage by virtue of the Leases having been pooled, communitized or unitized into such pools or units (other than those listed on Schedule 2.02(lthe “Units”)) and any , and all amendmentstenements, ratifications hereditaments and appurtenances belonging to the Leases and Units (including, as described in Section 2.1(h), all undivided interests of Seller derived from the Leases in the production of Hydrocarbons from any such Unit, whether production comes from a Well located on or extensions off a Lease); (f) To the extent they may be assigned (with consent, if applicable, but without the payment of any fee unless Buyer agrees to pay such fee) and, in each case, to the extent and only to the extent they are applicable to or binding on the other Assets, all currently existing and valid Contracts to which Seller is a party or is bound relating to the other Assets and (in each case) that will be binding on Buyer after the Closing, including participation agreements, exploration agreements, farmout and farmin agreements, operating agreements, production dedications, crude oil, condensate, and natural gas purchase and sale gathering, transportation and marketing agreements, unitization, pooling, and communitization agreements, declarations and orders, area of mutual interest agreements, hydrocarbon storage agreements, acreage contribution agreements, balancing agreements, processing agreements, facilities or equipment leases, production handling agreements, saltwater disposal agreements, and all other Contracts or contractual rights, or interests to the extent covering or affecting any or all of the foregoing Leases, Lands, Easements, Wxxxx, Facilities or any other Assets or the operations thereof (collectively, the “Purchased Applicable Contracts”); (fg) to the extent, and only to the extent, in the possession or control of Sellers and related to the Assets, all books, records, files, reports, and accounting records and copies of Tax records, including: (A) land and title records (including lease files, Third Party brokerage information, run sheets, abstracts of title, surveys, maps, title opinions and title curative documents); (B) Contract files; (C) correspondence; (D) facility files (including construction records); and (E) environmental, regulatory, accounting and copies of Tax records (such materials, excluding the Excluded Records, the “Data”); provided, however, that (1) rights to receive access to and copies of such Data from Third Parties shall accrue to Buyer only to the same extent as such rights are vested in Sellers and (2) to To the extent that they may be assigned, transferred or re-issued by Seller (with consent, if applicable, but without the payment of any fee unless Buyer agrees in writing to pay such Data relates to both Assets and Excluded Assetsfee), Sellers shall be entitled to retain the original copies of such Data that relates primarily to Excluded Assets and shall deliver copies of such Data to Buyer hereunder; (g) all of the truckseasements, trailersrights-of-way, frac tanksright-of-use easements, vehicles surface rights, surface licenses, servitudes, surface use authorizations, water rights, variances, and other rolling stock described on Part 1 of Annex E (the “Vehicles”) and all finance leases described on Part 2 of Annex E (the “Vehicle Finance Leases”); (h) all Acquired Accounts Receivable; (i) all real property rights, claims, causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller to the extent related directly to the Assets (other than the Excluded Assets) or any Assumed Liability; (j) all inventory wherever located, including all semi-finished and finished goods, raw materials, works in progress, packaging, supplies, tooling and parts, whether held at any location or facility of any Seller or in transit to any Seller, in each case, as (i) to the extent constituting rights to use the surface of the Closing Date and primarily related to the Business; (k) the Intellectual Property described on Annex GLands, in each case, solely to appurtenant to, and used or held for use in connection with, any or all of the extent owned by Sellers (collectivelyproperties, the “Transferred Intellectual Property”); and (l) all intangible rights, inchoate rights, transferable rights under warranties made by prior owners, manufacturers, vendorstitles, and Third Parties, and rights accruing under applicable statutes of limitation or prescription to the extent related or attributable to the Assets interests described in clauses (a) through (ke) above. To or otherwise related to the ownership, operation, production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or produced water from the Assets or (ii) to the extent constituting rights to use the assignment surface of any Asset lands on which the Conveyed Electrical Infrastructure is located (regardless of whether located on or outside of the Lands), in each case, appurtenant to, and used or held for use in connection with the Conveyed Electrical Infrastructure (the items described in this subpart (g) collectively, the “Easements”), including the items set forth on Schedule 2.1(g); (h) All Hydrocarbons produced from and allocable to Seller’s interests in the Oil and Gas Properties conveyed by Seller to Buyer pursuant to this Agreement, including to the extent applicable Hydrocarbons stored in tanks and existing in pipelines, plant and tanks (including inventory and linefill) and upstream of the sales meter as of the Effective Time and all other Hydrocarbons produced from or allocable to Seller’s interests in the Oil and Gas Properties that are conveyed by Seller to Buyer pursuant to this Agreement requires after the Effective Time; (i) All environmental and other governmental (whether federal, state or local) approvals, consents, registrations, permits, licenses, orders, authorizations, franchises, variances, exemptions, waivers and related instruments or rights issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Law, in each case, relating to the ownership, operation or use of the properties, rights, titles, and interests described in clauses (a) through (h) above, and, to the extent assignable (including with the consent of such Governmental Authority or otherwise, if applicable, but only to the extent payment is not required in connection therewith unless Buyer agrees to make such payment), applications therefor (“Permits”); (j) All (i) accounts and general intangibles, attributable to the other Assets with respect to periods of a fee time from and after the Effective Time; and (ii) Liens in favor of Seller or its Affiliates, whether cxxxxx or inchoate, under any Law or Applicable Contract to the extent arising from, or relating to, the ownership, operation, or sale or other disposition on or after the Effective Time of any of the Assets or to the extent arising in favor of Seller as to the operator or non-operator of any Lease or Well; (k) Originals (to the extent available and in the possession or control of Seller or its Affiliates) and photocopies or electronic copies of all files, records, maps, information and data of Seller or any of its Affiliates, whether written or electronically stored, to the extent relating or relevant to Seller’s ownership or operation of all or any portion of the Assets (but excluding any files, records, maps, information and data to the extent pertaining to the Excluded Assets), including (i) land and title records (including prospect information and files, lease files and records, land files and records, title commitments, title opinions, abstracts of title, property ownership reports and title curative documents), (ii) well files, well information, well data bases, project data, injection profiles, projection and injection records, facility and well records, production records and/or producer imbalance statements, division order files, abstracts, (iii) contract files (including Applicable Contracts and Leases that constitute part of the Assets), correspondence, financial accounting records, tax log books, Asset Tax records, operational records (including open hole and cased hole logs, and cores or core analyses), technical records, production and processing records, and (iv) environmental and safety information and records, third party licenses, engineering data and reports(the “Records”); (l) All Imbalances attributable to the Oil and Gas Properties to the extent existing as of the Effective Time; (m) All rights of Seller and its Affiliates to audit the records of any Person and to receive refunds or payments of any nature, and all amounts of money relating thereto, only to the extent related to the obligations assumed by Buyer pursuant to this Agreement or with respect to which Buyer has an obligation to indemnify Seller; (n) To the extent related to any Third Party notwithstanding the entry of the Sale Order then such Asset shall not be assigned Assumed Obligations, all rights, claims, and causes of action (including warranty and similar claims, indemnity claims, and defenses) of Seller or any of its Affiliates whether arising before, on or after the Effective Time (in each case excluding items for which Seller is indemnifying the Buyer Indemnified Parties hereunder); (o) The Related SWD Infrastructure; (p) The Water Sourcing System; (q) The Electrical Infrastructure located behind the nearest point or points of interconnection with the transmission and distribution facilities owned by an Electricity Provider servicing the other Assets, to Buyer the extent (and shall constitute an Excluded Asseti) unless such consent is obtained used or Buyer pays any fee required to effect such assignment (provided that Sellers shall not be required to pay any fees or other amounts to Third Parties held for use in connection with obtaining the transmission of electrical energy to the Assets and (ii) reasonably necessary to allow Buyer to operate the Assets in the ordinary course of business, in each case whether or not located on the Lands, but expressly excluding the Retained Electrical Infrastructure (the “Conveyed Electrical Infrastructure”); and (r) To the extent related to prepaid insurance costs for which the Purchase Price is increased pursuant to Section 3.2(d), all rights and benefits associated with such insurance policies associated with such prepaid insurance costs, which rights and benefits Seller agrees to subrogate to Buyer in the event of any claims made in respect of such consents)policies for events arising from or after the Effective Time.

Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement, at the applicable Closing, Seller shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall accept, the Acquired Assets, free and clear of all Liens, except for the consideration herein set forthPermitted Liens, being transferred at such Closing in exchange for the proportionate amount of the Purchase Price related to such Acquired Assets. Notwithstanding anything to the contrary contained in this Agreement, at each Closing, (i) Purchaser shall purchase only Acquired Assets located at the Financially Viable HomeStreet Offices, and other good (ii) hire only (x) such Loan Officers working in, or that can be transferred to, a Financially Viable HomeStreet Office acquired at such Closing, and valuable consideration(y) employees that are not License Required Employees sufficient to support the Financially Viable HomeStreet Offices acquired at such Closing and the Loan Officers hired at such Closing as more specifically detailed on Exhibit H hereto. Notwithstanding anything to the contrary, the receipt Parties hereto hereby acknowledge and sufficiency agree that the provisions of which are hereby acknowledgedthis Section 1.1 shall not apply to, Sellers agree and shall not require Seller to convey, transfer, assign, or deliver to Purchaser any of its interest in any Excluded Assets. For the avoidance of doubt, nothing contained in this Agreement shall require the Seller to sell, assign, transfer, convey and deliver to Buyer, and Buyer agrees to purchase and acquire from Sellers at the Closing (as defined below), all of Sellers’ right, title and interest in and to the assets described below, other than the Excluded Assets (collectively, the “Assets”): (a) the fee surface tracts described on Annex A (collectively, the “Surface Tracts”); (b) all surface leases, licenses, subleases, rental or occupancy agreements, concessions and other agreements (written or oral) described on Annex B (collectively, together with all amendments and modifications thereto, the “Surface Leases”) and any surface facilities, yards, shops, and offices located on the Surface Leases, together with all fixtures, buildings, structures or other improvements thereon; (i) all equipment, machinery, fixtures, furniture, buildings, structures, improvements and other real, personal and mixed property, operational and nonoperational, located on the Properties (except for any such personal property leased from Third Parties), and (ii) all equipment, machinery and other real, personal and mixed property, operational or nonoperational, located off the Properties, used or held for use primarily in connection withdeliver, or otherwise primarily attributable toPurchaser to accept or pay for, the ownership of the any Acquired Assets or the Business (except for any such personal property leased from Third Parties), which (whether described in the foregoing clauses (i) or (ii)) shall include, but not be limited to, that property described on Annex C; (d) to the extent assignable by Sellers to Buyer, all Permits set forth on Annex D (and, for the avoidance of doubt, solely to the extent the applicable Governmental Authority consents to or otherwise approves the assignment or transfer of the applicable Permit); (e) all Assigned Contracts (other than those listed on Schedule 2.02(l)) and any and all amendments, ratifications or extensions of the foregoing (collectively, the “Purchased Contracts”); (f) to the extent, and only to the extent, in the possession or control of Sellers and related to the Assets, all books, records, files, reports, and accounting records and copies of Tax records, including: (A) land and title records (including lease files, Third Party brokerage information, run sheets, abstracts of title, surveys, maps, title opinions and title curative documents); (B) Contract files; (C) correspondence; (D) facility files (including construction records); and (E) environmental, regulatory, accounting and copies of Tax records (such materials, excluding the Excluded Records, the “Data”); provided, however, that (1) rights to receive access to and copies of such Data from Third Parties shall accrue to Buyer only to the same extent as such rights Acquired Assets are vested in Sellers and (2) to the extent that any such Data relates to both Assets and Excluded Assets, Sellers shall be entitled to retain the original copies of such Data that relates primarily to Excluded Assets and shall deliver copies of such Data to Buyer hereunder; (g) all of the trucks, trailers, frac tanks, vehicles and other rolling stock described on Part 1 of Annex E (the “Vehicles”) and all finance leases described on Part 2 of Annex E (the “Vehicle Finance Leases”); (h) all Acquired Accounts Receivable; (i) all rights, claims, causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller to the extent related directly to the Assets (other than the Excluded Assets) or any Assumed Liability; (j) all inventory wherever located, including all semi-finished and finished goods, raw materials, works in progress, packaging, supplies, tooling and parts, whether held located at any location HomeStreet Office that is not Financially Viable at the Initial Closing or facility of any Seller or in transit to any Seller, in each casethe Second Closing, as of the Closing Date and primarily related to the Business; (k) the Intellectual Property described on Annex G, in each case, solely to the extent owned by Sellers (collectively, the “Transferred Intellectual Property”); and (l) all intangible rights, inchoate rights, transferable rights under warranties made by prior owners, manufacturers, vendors, and Third Parties, and rights accruing under applicable statutes of limitation or prescription to the extent related or attributable to the Assets described in clauses (a) through (k) above. To the extent the assignment of any Asset to Buyer pursuant to this Agreement requires the consent of or payment of a fee to any Third Party notwithstanding the entry of the Sale Order then such Asset shall not be assigned to Buyer (and shall constitute an Excluded Asset) unless such consent is obtained or Buyer pays any fee required to effect such assignment (provided that Sellers shall not be required to pay any fees or other amounts to Third Parties in connection with obtaining any such consents)applicable.

Purchase and Sale of the Assets. Subject to (a) Upon the terms and subject to the conditions and for of this Agreement, including Section 2.1(b), at the consideration herein set forth, and other good and valuable considerationClosing, the receipt and sufficiency of which are hereby acknowledged, Sellers agree to Seller shall sell, assign, transfer, convey and deliver to Buyerthe Purchaser, and Buyer agrees to the Purchaser shall purchase and acquire from Sellers at the Closing (as defined below)Seller, all of Sellers’ the Seller's right, title and interest in and to all of the assets used in or relating to the Business (other than the Intellectual Property) (the "Assets"), including: (i) all inventories of products, work in process and finished goods including any such items which are in transit as of the Closing Date (the "Inventory"); (ii) all raw materials, packaging and packaging materials; (iii) all tangible personal property, including all equipment, furniture, furnishings, machinery, tools, molds and other tangible personal property; (iv) all contracts, maintenance and service agreements, purchase orders, purchase commitments for raw materials, goods and other services, advertising and promotional agreements, leases and other agreements relating to the Business; (v) all licenses, permits and franchises issued by any Governmental Authority to the extent legally transferable; (vi) all interests in real property including all buildings, structures, fixtures and improvements situated thereon and all easements, privileges, rights of way, licenses and permits pertaining to or according to the benefit of such properties; (vii) management information systems, accounting systems and computer systems used in the Business; and (viii) all trade, accounts and notes receivable (collectively, "Accounts Receivable"). (b) The Seller shall sell, assign, transfer, convey, and deliver to the IP Purchaser, and the IP Purchaser shall purchase from the Seller, all of the Seller's right, title and interest in the Intellectual Property. (c) Notwithstanding the terms of Section 2.1(a), the Seller shall not sell, assign, transfer, xxxxx or deliver to the Purchaser, and the Purchaser shall not purchase, and the Assets shall not include, the Seller's right, title and interest in and to the following assets described below, other than (the "Excluded Assets (collectively, the “Assets”): (a) the fee surface tracts described on Annex A (collectively, the “Surface Tracts”); (b) all surface leases, licenses, subleases, rental or occupancy agreements, concessions and other agreements (written or oral) described on Annex B (collectively, together with all amendments and modifications thereto, the “Surface Leases”) and any surface facilities, yards, shops, and offices located on the Surface Leases, together with all fixtures, buildings, structures or other improvements thereon;"): --------------- (i) all equipmentcash and cash equivalents, machinery, fixtures, furniture, buildings, structures, improvements and other real, personal and mixed property, operational and nonoperational, located on the Properties (except for any such personal property leased from Third Parties)securities, and negotiable instruments of the Seller on hand, in lock boxes, in financial institutions or elsewhere; (ii) all equipmentany rights to Tax refunds, machinery and other real, personal and mixed property, operational credits or nonoperational, located off the Properties, used similar benefits relating to or held for use primarily in connection withattributable to periods ending, or otherwise primarily attributable toan event occurring, on or prior to the ownership of the Assets or the Business (except for any such personal property leased from Third Parties), which (whether described in the foregoing clauses (i) or (ii)) shall include, but not be limited to, that property described on Annex CClosing Date; (diii) all the rights and interests in, under or pursuant to the extent assignable by Sellers to Buyerany license, all Permits set forth on Annex D (andlease, for the avoidance of doubtcontract, solely to the extent the applicable Governmental Authority consents to agreement, commitment or otherwise approves the assignment or transfer undertaking that do not constitute a part of the applicable Permit)Assets; (eiv) all Assigned Contracts (other than those listed on Schedule 2.02(l)) centralized management information systems, accounting systems and any and all amendments, ratifications or extensions of the foregoing (collectively, the “Purchased Contracts”)computer systems utilized by Seller; (f) to the extent, and only to the extent, in the possession or control of Sellers and related to the Assets, all books, records, files, reports, and accounting records and copies of Tax records, including: (A) land and title records (including lease files, Third Party brokerage information, run sheets, abstracts of title, surveys, maps, title opinions and title curative documents); (B) Contract files; (C) correspondence; (D) facility files (including construction records); and (E) environmental, regulatory, accounting and copies of Tax records (such materials, excluding the Excluded Records, the “Data”); provided, however, that (1) rights to receive access to and copies of such Data from Third Parties shall accrue to Buyer only to the same extent as such rights are vested in Sellers and (2) to the extent that any such Data relates to both Assets and Excluded Assets, Sellers shall be entitled to retain the original copies of such Data that relates primarily to Excluded Assets and shall deliver copies of such Data to Buyer hereunder; (gv) all of the trucks, trailers, frac tanks, vehicles corporate minute books and other rolling stock described on Part 1 of Annex E (the “Vehicles”) and all finance leases described on Part 2 of Annex E (the “Vehicle Finance Leases”); (h) all Acquired Accounts Receivable; (i) all rights, claims, causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller to the extent related directly to the Assets (other than the Excluded Assets) or any Assumed Liability; (j) all inventory wherever located, including all semi-finished and finished goods, raw materials, works in progress, packaging, supplies, tooling and parts, whether held at any location or facility of any Seller or in transit to any Seller, in each case, as of the Closing Date and primarily related to the Business; (k) the Intellectual Property described on Annex G, in each case, solely to the extent owned by Sellers (collectively, the “Transferred Intellectual Property”)records; and (lvi) all intangible rights, inchoate rights, transferable rights under warranties made by prior owners, manufacturers, vendors, and Third Parties, and rights accruing under applicable statutes of limitation or prescription to the extent related or attributable to the Assets described in clauses (a) through (k) above. To the extent the assignment of any Asset to Buyer pursuant to this Agreement requires the consent of or payment of a fee to any Third Party notwithstanding the entry of the Sale Order then such Asset shall not be assigned to Buyer (and shall constitute an Excluded Asset) unless such consent is obtained or Buyer pays any fee required to effect such assignment (provided that Sellers shall not be required to pay any fees or other amounts to Third Parties in connection with obtaining any such consents)Seller under this Agreement.

Purchase and Sale of the Assets. Subject to (a) Except as otherwise provided in Section 2.1(b), upon the terms and subject to the conditions and for of this Agreement, at the consideration herein set forth, and other good and valuable consideration, Closing the receipt and sufficiency of which are hereby acknowledged, Sellers agree to Companies each shall sell, assigntransfer, convey convey, assign and deliver to the Buyer, and the Buyer agrees to purchase purchase, acquire, accept and acquire from Sellers at the Closing (as defined below)pay for, free and clear of all Liens other than Permitted Liens, all of Sellers’ such Company’s right, title and interest in and to all of the assets, properties, claims and rights primarily used or held or primarily relating to the operation of the Business (except as specifically provided for in this Section 2.1(a)), including privileges, claims and interests of every kind and nature, real or personal, tangible or intangible, absolute or contingent, wherever situated, whether or not reflected on the books and records of the Companies, to the extent owned by, registered in the name of, or used or held for use by any of the Companies (collectively, the “Acquired Assets”). Without limiting the foregoing, the Acquired Assets shall include, without limitation, the following: (i) all right, title and interest in and to the assets described belowIntellectual Property owned by any Company and used in connection with the Business, other than the Excluded Assets (collectivelyincluding, without limitation, the “Assets”):trademark FLYWHEEL and FLY formative marks and the registrations and applications therefore as identified on Schedule 3.8(a); (aii) all books, records, files and data of the fee surface tracts described on Annex A Companies primarily related to the Acquired Assets, including, without limitation, all technical documentation, customer lists, marketing materials, files and other records primarily related to the Business (collectivelyincluding copies of financial records related thereto) but excluding Companies’ corporate, stock, minute, personnel, Tax (as defined herein) and financial books and records (the “Surface TractsExcluded Records”); (biii) all surface leases(A) computer hardware, (B) rights to any software, applications and computer programs (whether or not proprietary and regardless of whether such assets are purchased, licensed or developed in-house) utilized primarily in the operation of the Business for, inter alia, payroll, membership, collection of accounts receivables, accounts payment of payable, etc. and (C) other equipment (including, without limitation, all fitness equipment, cycles, weights, etc.), machinery, furniture, furnishings, fixtures, electronic devices, office and marketing materials and supplies and other tangible personal property of every kind and nature primarily used in or related to the Business, including, but not limited to, the items identified on Schedule 2.1(a)(iii); (iv) all third party covenants and agreements with respect to Intellectual Property that are exclusive to the Business, including, without limitation, all such Intellectual Property licenses, subleasesassignments of inventions, rental or occupancy works for hire agreements, concessions and other agreements confidentiality agreements, and all non-competition rights related exclusively to the Business; (written v) all (A) Contracts between any of the Companies and (x) any Member or oral(y) described on Annex B any corporate account which makes subsidy payments for employees who are individually Members, providing for the use of the facilities at any of the Locations and all payments due thereon (collectivelyeach, together with all amendments and modifications thereto, the a “Surface LeasesMembership Agreement”) and (B) to the extent not incorporated into the Membership Agreements, all releases, consents, acknowledgements and waivers of Liability of any surface facilities, yards, shops, and offices located on the Surface Leases, together kind executed in connection with all fixtures, buildings, structures any Member’s use of any Club facilities or other improvements thereonequipment; (ivi) all equipmentthe Companies’ rights, machinery, fixtures, furniture, buildings, structures, improvements title and other real, personal interest in and mixed property, operational to each Contract between any of the Companies and nonoperational, located on the Properties (except for any such personal property leased from Third Parties), and (ii) all equipment, machinery and other real, personal and mixed property, operational or nonoperational, located off the Properties, a vendor primarily relating to and/or primarily used or held for use primarily in connection with, or otherwise primarily attributable to, the ownership of the Assets or the Business (except for any such personal property leased from Third Parties), which (whether described in the foregoing clauses (iA) is terminable upon no more than 90 days’ prior written notice or (ii)B) shall include, but not be limited to, that property described on Annex C; (d) to the extent assignable by Sellers to Buyer, all Permits set forth on Annex D (and, for the avoidance of doubt, solely to the extent the applicable Governmental Authority consents to or otherwise approves the assignment or transfer of the applicable Permit); (e) all Assigned Contracts (other than those is a Material Contract listed on Schedule 2.02(l)3.15(a) and any and all amendments, ratifications or extensions of that the foregoing Buyer has expressly consented to assume hereunder (collectively, the “Purchased Acquired Vendor Contracts”); (fvii) all Inventory primarily relating to the extent, and only to the extent, and/or primarily used or held for use in the possession or control of Sellers Business; (viii) all Leases identified on Schedule 3.9(a) (the “Acquired Leases” and, together with the Acquired Vendor Contracts and related to the AssetsMembership Agreements, all books, records, files, reports, and accounting records and copies of Tax records, including: (A) land and title records (including lease files, Third Party brokerage information, run sheets, abstracts of title, surveys, maps, title opinions and title curative documents); (B) Contract files; (C) correspondence; (D) facility files (including construction records); and (E) environmental, regulatory, accounting and copies of Tax records (such materials, excluding the Excluded Recordscollectively, the “DataAssumed Contracts”); provided, howeverand all rights, that (1) rights to receive access to title and copies interest of such Data from Third Parties shall accrue to Buyer only each of the Companies in and to the same extent as such rights are vested in Sellers Locations evidenced by the applicable Leases, including all furniture, fixtures, equipment, leasehold improvements and (2) to fixed assets of the extent that any such Data relates to both Assets and Excluded Assets, Sellers shall be entitled to retain the original copies of such Data that relates primarily to Excluded Assets and shall deliver copies of such Data to Buyer hereunderCompanies at each Location; (gix) all prepaid expenses, deposits and other similar assets related to goods or services to be performed or completed primarily relating to and/or primarily used or held for use in the Business, or providing security for such services, after the Closing Date including, without limitation, cash real estate security deposits, utility deposits and prepaid expenses primarily relating to and/or primarily used or held for use in the Business; (x) all of the trucksCompanies’ rights, trailerstitle and interest in and to all Permits relating to the Business, frac tanks, vehicles and other rolling stock described on Part 1 of Annex E to the extent such are transferable (the “Vehicles”) and all finance leases described on Part 2 of Annex E (the “Vehicle Finance LeasesTransferred Permits”); (hxi) all of the Companies’ rights, title and interest in and to the accounts receivable from the Membership Agreements which are primarily relating to and/or primarily used or held for use in the Business whether billed or unbilled as of the Closing Date, but specifically excluding the Retained Merchant Credit. For purposes of clarity, the accounts receivable of the Companies include amounts that have been billed in advance to certain corporate accounts and any Member (defined herein) and amounts that have been or will be billed in arrears to certain corporate accounts and any Member (defined herein) and shall be of a reasonably similar nature to those accounts receivable reflected in the illustrative spreadsheet attached as Schedule 2.1(a)(xi); (xii) all business phone and facsimile numbers (“Numbers”) used by the Companies, including those items which are identified on Schedule 2.1(a)(xii). The Companies agree to assign to the Buyer all of their rights to the use of the Numbers and shall cooperate with the Buyer to have the Numbers assigned to the Buyer by the telephone company; and (xiii) all of Companies’ goodwill in and going concern of the Business; (xiv) all of Companies’ rights to merchant identification or service establishment numbers with credit card companies and assignment of credit card acceptance or similar agreements with credit card companies; (xv) all claims and warranties related to any of the Acquired Accounts ReceivableAssets, whether asserted or unasserted, and whether contingent or absolute, and all rights to enforce any warranties or rights or assert any claims with respect to such assets, in each case to the extent transferrable; (xvi) the shares of Flywheel Middle East, an exempted company incorporated under the Laws of the Cayman Islands, owned by Flywheel Sports, Inc. (the “Shares”), but only in the event that the Buyer exercises the Buyer Option in accordance with Section 5.14(a) and Four West Ltd. does not acquire the Shares pursuant to Section 5.14(a); and (xvii) all other assets not referred to above that are primarily relating to and/or primarily used or held for use in the Business. (b) Notwithstanding anything herein to the contrary, the Acquired Assets shall specifically not include any of the assets, rights, claims or properties set forth on Schedule 2.1(b) or below (the “Excluded Assets”): (i) all rights, claims, causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, the Companies’ cash and rights to payment or to enforce payment cash equivalents and credits of any Seller to the extent related directly to the Assets (other than the Excluded Assets) or any Assumed Liabilitysecurities; (jii) all inventory wherever locatedemployee plans and benefits, including all semi-finished and finished goods, raw materials, works in progress, packaging, supplies, tooling and parts, whether held at any location or facility of any Seller or in transit to any Seller, in each case, as without limitation the Employee Benefit Plans of the Closing Date Companies or their Affiliates, and primarily related to any assets thereof, maintained by the Companies or their Affiliates in connection with the Business; (kiii) the Intellectual Property Companies’ Articles of Organization or Certificate of Organization, as applicable, and other organizational documents, and the Excluded Records; (iv) all equity interests of the Companies and their respective Affiliates, other than, if included in the Acquired Assets, the Acquired Shares; (v) all business insurance policies of the Companies and all premiums prepaid by either Company related thereto; (vi) all reports, records and Tax Returns (as defined herein) concerning the Companies’ Taxes and any claims, rights and interest in and to any refunds of Taxes (as defined herein) for any tax period ending prior to the Closing Date; (vii) all of the Companies’ rights under all licenses or Contracts that are not Assumed Contracts; (viii) all Claims of the Companies and their Affiliates described on Annex Gin Schedule 2.1(b)(viii); (ix) all of the assets, in each caseproperties, claims and rights related solely to the extent owned by Sellers Flywheel At Home Business; (collectivelyx) any Contract of any nature in respect of any intercompany transaction between a Company, on the “Transferred Intellectual Property”)one hand, and any Affiliate of such Company, on the other hand; (xi) all rights to Claims, refunds or adjustments, and all other refunds or adjustments with respect to the Excluded Assets; (xii) the rights which accrue or will accrue to the Companies under this Agreement and any Transaction Document; and (lxiii) all intangible rights, inchoate rights, transferable rights under warranties made by prior owners, manufacturers, vendors, and Third Parties, and rights accruing under applicable statutes of limitation or prescription to the extent related or attributable to the Assets described in clauses (a) through (k) above. To the extent the assignment of any Asset to Buyer pursuant to this Agreement requires the consent of or payment of a fee to any Third Party notwithstanding the entry of the Sale Order then such Asset shall not be assigned to Buyer (and shall constitute an Excluded Asset) unless such consent is obtained or Buyer pays any fee required to effect such assignment (provided that Sellers shall not be required to pay any fees or other amounts to Third Parties in connection with obtaining any such consents)Retained Merchant Credit.

Purchase and Sale of the Assets. (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and for the consideration herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers agree to sell, assign, convey and deliver to Buyer, and Buyer agrees to purchase and acquire from Sellers at the Closing (as defined below), all of Sellers’ right, title and interest in and to the assets described below, other than the Excluded Assets (collectively, the “Assets”): (a) the fee surface tracts described on Annex A (collectively, the “Surface Tracts”); (b) all surface leases, licenses, subleases, rental or occupancy agreements, concessions and other agreements (written or oral) described on Annex B (collectively, together with all amendments and modifications thereto, the “Surface Leases”) and any surface facilities, yards, shops, and offices located on the Surface Leasesbasis of the representations, together with all fixtureswarranties, buildings, structures or other improvements thereon;covenants and agreements herein contained: (i) all equipmentThe Company hereby sells, machinery, fixtures, furniture, buildings, structures, improvements assigns and other real, personal and mixed property, operational and nonoperational, located on conveys to the Properties (except for any such personal property leased from Third Parties)Purchaser, and (ii) all equipmentthe Purchaser hereby purchases, machinery acquires and other real, personal and mixed property, operational or nonoperational, located off accepts from the Properties, used or held for use primarily in connection with, or otherwise primarily attributable toCompany, the ownership Assets, free and clear of the Assets any liens, charges, security interests or the Business (except for encumbrances of any such personal property leased from Third Parties)kind whatsoever, which (whether described in the foregoing clauses (i) or (ii)) shall include, but not be limited to, that property described on Annex C; (d) to the extent assignable by Sellers to Buyer, all Permits set forth on Annex D (and, for the avoidance of doubt, solely to the extent the applicable Governmental Authority consents to or otherwise approves the assignment or transfer of the applicable Permit); (e) all Assigned Contracts (other than those listed on Schedule 2.02(l)) and including any and all amendments, ratifications or extensions of the foregoing successor liabilities (collectively, "Liens or Encumbrances"). The Assets shall include the “Purchased Contracts”); (fBusiness, all assets used in connection with the Business, all assets specified on Schedule I(a)(i) to the extenthereto, work in process, inventory, contract rights, equipment, financial books and records, all other assets of every kind and nature, real, personal, and only to the extentmixed, in the possession or control of Sellers tangible and related to the Assetsintangible, all books, records, files, reports, and accounting records and copies of Tax records, including: (A) land and title records (including lease files, Third Party brokerage information, run sheets, abstracts of title, surveys, maps, title opinions and title curative documents); (B) Contract files; (C) correspondence; (D) facility files (including construction records); and (E) environmental, regulatory, accounting and copies of Tax records (such materials, excluding the Excluded Records, the “Data”); provided, however, that (1) rights to receive access to and copies of such Data from Third Parties shall accrue to Buyer only to the same extent as such rights are vested in Sellers and (2) to the extent that any such Data relates to both Assets and Excluded Assets, Sellers shall be entitled to retain the original copies of such Data that relates primarily to Excluded Assets and shall deliver copies of such Data to Buyer hereunder; (g) all of the trucks, trailers, frac tanks, vehicles and other rolling stock described on Part 1 of Annex E (the “Vehicles”) and all finance leases described on Part 2 of Annex E (the “Vehicle Finance Leases”); (h) all Acquired Accounts Receivable; (i) all rights, claims, causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller to the extent related directly to the Assets (other than the Excluded Assets) or any Assumed Liability; (j) all inventory wherever located, including all semi-finished and finished goods, raw materials, works of the Company used in progress, packaging, supplies, tooling and parts, whether held at any location or facility of any Seller or in transit to any Seller, in each case, as of the Closing Date and primarily way related to the Business;, except for the assets listed on Schedule I(a)(i) hereto (the "Excluded Assets"), which Excluded Assets shall include, without limitation, the Lease referred to in Section I(g) hereof, and all cash and all accounts receivable related to the Business. (kii) the Intellectual Property described on Annex G, in each case, solely Except to the extent owned expressly set forth in this Agreement or any document, instrument or agreement executed or entered into pursuant hereto or contemporaneously herewith. the Purchaser shall not assume and shall have no responsibility with respect to, and shall be indemnified by Sellers the Company, against, any and all liabilities or obligations of the Company, known or unknown, absolute or contingent, accrued or unaccrued, whether due or to become due (collectively, the “Transferred Intellectual Property”); and (l) all intangible rights, inchoate rights, transferable rights under warranties made by prior owners, manufacturers, vendors, and Third Parties, and rights accruing under applicable statutes of limitation or prescription to the extent related or attributable to the Assets described in clauses (a) through (k) above. To the extent the assignment of any Asset to Buyer pursuant to this Agreement requires the consent of or payment of a fee to any Third Party notwithstanding the entry of the Sale Order then such Asset shall not be assigned to Buyer (and shall constitute an Excluded Asset) unless such consent is obtained or Buyer pays any fee required to effect such assignment (provided that Sellers shall not be required to pay any fees or other amounts to Third Parties in connection with obtaining any such consents"Liabilities").

Purchase and Sale of the Assets. (a).1 Subject to the terms and conditions of this Agreement and for on the consideration basis of the representations, warranties, covenants and agreements herein set forthcontained, and other good and valuable considerationat the Closing, the receipt and sufficiency of which are hereby acknowledged, Sellers agree to Company shall sell, assign, convey and deliver to Buyerthe Purchaser, and Buyer agrees to purchase the Purchaser shall purchase, acquire and acquire accept from Sellers at the Closing (as defined below)Company, all of Sellers’ the Company's right, title and interest in and to all of the assets described belowBusiness and all of the Company's assets, rights and properties of every kind and nature, whether real, personal or mixed, tangible or intangible, whether identifiable or contingent, wherever located, whether or not reflected on the books and records of the Company, whether or not used or useful in or related to the Business, other than the Excluded Assets Assets, which Business, assets, rights and properties (collectively, the “"Assets”): (a") shall include, without limitation, all of the fee surface tracts described on Annex A (collectivelyfollowing, except to the “Surface Tracts”); (b) all surface leases, licenses, subleases, rental or occupancy agreements, concessions and other agreements (written or oral) described on Annex B (collectively, together with all amendments and modifications thereto, extent that any of the “Surface Leases”) and any surface facilities, yards, shops, and offices located on the Surface Leases, together with all fixtures, buildings, structures or other improvements thereon;following are Excluded Assets: (i) all equipment, machinery, fixtures, furniture, buildings, structures, improvements and other real, personal and mixed property, operational and nonoperational, located assets shown or reflected on the Properties (Current Balance Sheet except for any such personal property leased from Third Parties), changes made therein in the ordinary course of business since the Current Balance Sheet Date and as otherwise permitted by the terms hereof; (ii) all of the fixed assets and other tangible personal property, including without limitation, machinery, vehicles, tools, equipment, machinery furniture, fixtures, leasehold improvements, materials and supplies, in each case other realthan Inventory (collectively, personal and mixed property"Property") of the Company wherever located, operational or nonoperational, located off the Properties, used or held for use primarily in connection with, or otherwise primarily attributable toincluding without limitation, the ownership of Property set forth on (with locations thereof) Schedule 1.01(a)(ii) hereto and Property acquired by the Assets or Company through the Business (except for any such personal property leased from Third Parties), which (whether described in the foregoing clauses (i) or (ii)) shall include, but not be limited to, that property described on Annex CClosing Date; (diii) to all work-in-process, finished goods and other inventory whether on hand, on order, in transit or held by others on a consignment or other basis (collectively, "Inventory") owned by the extent assignable by Sellers to BuyerCompany (including without limitation, all Permits the Inventory located in any warehouses (the "Warehouses") wherever located, including without limitation, the Warehouses set forth on Annex D (andSchedule 1.01(a)(iii) hereto), for including without limitation, the avoidance of doubtInventory shown or reflected on the Current Balance Sheet and the Inventory acquired or created by the Company from the Current Balance Sheet Date through the Closing Date, solely to excluding only such Inventory as shall have been sold by the extent Company from the applicable Governmental Authority consents to or otherwise approves Current Balance Sheet Date through the assignment or transfer of the applicable Permit)Closing Date; (eiv) all Assigned Contracts tradenames, tradename rights, trademarks, trademark rights, patents, patent rights, copyrights, copyright rights, service marks, service mark xxxhts, trade secrets, trade secret rights, intellectual property, intellectual property rights, confidential information, mailing lists, customer lists, supplier lists, market studies, training and equipment manuals, trade dress, designs, patterns, technology, know-how, processes, business opportunities and businesses, projects and products planned or under development (other than those listed on Schedule 2.02(l)) and including without limitation, all goodwill associated with any and all amendmentsof the foregoing, ratifications or extensions licenses in respect of any of the foregoing, applications relating to any of the foregoing and claims for infringement of or interference with any of the foregoing) and other proprietary information owned or used by the Company, in any case whether domestic or foreign, registered or common law, including without limitation, the tradename "Miss Erikx" xxd the trademark "Erikx" xxd the goodwill associated therewith and all variations, simulations and derivations thereof; (v) all receivables of the Company, including without limitation, trade accounts receivable and other accounts receivable, notes receivable, loans receivable and advances shown or reflected on the Current Balance Sheet and all such acquired or created by the Company from the Current Balance Sheet Date through the Closing Date (collectively, the “Purchased Contracts”"Receivables"); (f) to the extent, and only to the extent, in the possession or control of Sellers and related to the Assets, all books, records, files, reports, and accounting records and copies of Tax records, including: (A) land and title records (including lease files, Third Party brokerage information, run sheets, abstracts of title, surveys, maps, title opinions and title curative documents); (B) Contract files; (C) correspondence; (D) facility files (including construction records); and (E) environmental, regulatory, accounting and copies of Tax records (such materials, excluding only such Receivables as shall have been collected by the Excluded Records, Company from the “Data”); provided, however, that (1) rights to receive access to and copies of such Data from Third Parties shall accrue to Buyer only to the same extent as such rights are vested in Sellers and (2) to the extent that any such Data relates to both Assets and Excluded Assets, Sellers shall be entitled to retain the original copies of such Data that relates primarily to Excluded Assets and shall deliver copies of such Data to Buyer hereunder; (g) all of the trucks, trailers, frac tanks, vehicles and other rolling stock described on Part 1 of Annex E (the “Vehicles”) and all finance leases described on Part 2 of Annex E (the “Vehicle Finance Leases”); (h) all Acquired Accounts Receivable; (i) all rights, claims, causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller to the extent related directly to the Assets (other than the Excluded Assets) or any Assumed Liability; (j) all inventory wherever located, including all semi-finished and finished goods, raw materials, works in progress, packaging, supplies, tooling and parts, whether held at any location or facility of any Seller or in transit to any Seller, in each case, as of Current Balance Sheet Date through the Closing Date and primarily related to the BusinessDate; (k) the Intellectual Property described on Annex G, in each case, solely to the extent owned by Sellers (collectively, the “Transferred Intellectual Property”); and (l) all intangible rights, inchoate rights, transferable rights under warranties made by prior owners, manufacturers, vendors, and Third Parties, and rights accruing under applicable statutes of limitation or prescription to the extent related or attributable to the Assets described in clauses (a) through (k) above. To the extent the assignment of any Asset to Buyer pursuant to this Agreement requires the consent of or payment of a fee to any Third Party notwithstanding the entry of the Sale Order then such Asset shall not be assigned to Buyer (and shall constitute an Excluded Asset) unless such consent is obtained or Buyer pays any fee required to effect such assignment (provided that Sellers shall not be required to pay any fees or other amounts to Third Parties in connection with obtaining any such consents).

Purchase and Sale of the Assets. (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and for the consideration herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers agree to sell, assign, convey and deliver to Buyer, and Buyer agrees to purchase and acquire from Sellers at the Closing (as defined below), all of Sellers’ right, title and interest in and to the assets described below, other than the Excluded Assets (collectively, the “Assets”): (a) the fee surface tracts described on Annex A (collectively, the “Surface Tracts”); (b) all surface leases, licenses, subleases, rental or occupancy agreements, concessions and other agreements (written or oral) described on Annex B (collectively, together with all amendments and modifications thereto, the “Surface Leases”) and any surface facilities, yards, shops, and offices located on the Surface Leasesbasis of the representations, together with all fixtureswarranties, buildings, structures or other improvements thereon;covenants and agreements herein contained: (i) all equipmentThe Company hereby sells, machinery, fixtures, furniture, buildings, structures, improvements assigns and other real, personal and mixed property, operational and nonoperational, located on conveys to the Properties (except for any such personal property leased from Third Parties)Purchaser, and (ii) all equipmentthe Purchaser hereby purchases, machinery acquires and other real, personal and mixed property, operational or nonoperational, located off accepts from the Properties, used or held for use primarily in connection with, or otherwise primarily attributable toCompany, the ownership Assets, free and clear of the Assets any liens, charges, security interests or the Business (except for encumbrances of any such personal property leased from Third Parties)kind whatsoever, which (whether described in the foregoing clauses (i) or (ii)) shall include, but not be limited to, that property described on Annex C; (d) to the extent assignable by Sellers to Buyer, all Permits set forth on Annex D (and, for the avoidance of doubt, solely to the extent the applicable Governmental Authority consents to or otherwise approves the assignment or transfer of the applicable Permit); (e) all Assigned Contracts (other than those listed on Schedule 2.02(l)) and including any and all amendments, ratifications or extensions of the foregoing successor liabilities (collectively, "Liens or Encumbrances"). The Assets shall include the “Purchased Contracts”); (fBusiness, all assets used in connection with the Business, all assets specified on Schedule I(a)(i) to the extenthereto, work in process, inventory, contract rights, equipment, financial books and records, all other assets of every kind and nature, real, personal, and only to the extentmixed, in the possession or control of Sellers tangible and related to the Assetsintangible, all books, records, files, reports, and accounting records and copies of Tax records, including: (A) land and title records (including lease files, Third Party brokerage information, run sheets, abstracts of title, surveys, maps, title opinions and title curative documents); (B) Contract files; (C) correspondence; (D) facility files (including construction records); and (E) environmental, regulatory, accounting and copies of Tax records (such materials, excluding the Excluded Records, the “Data”); provided, however, that (1) rights to receive access to and copies of such Data from Third Parties shall accrue to Buyer only to the same extent as such rights are vested in Sellers and (2) to the extent that any such Data relates to both Assets and Excluded Assets, Sellers shall be entitled to retain the original copies of such Data that relates primarily to Excluded Assets and shall deliver copies of such Data to Buyer hereunder; (g) all of the trucks, trailers, frac tanks, vehicles and other rolling stock described on Part 1 of Annex E (the “Vehicles”) and all finance leases described on Part 2 of Annex E (the “Vehicle Finance Leases”); (h) all Acquired Accounts Receivable; (i) all rights, claims, causes, causes of action, remedies, defenses, rights of set-off, rights of recoupment, and rights to payment or to enforce payment and credits of any Seller to the extent related directly to the Assets (other than the Excluded Assets) or any Assumed Liability; (j) all inventory wherever located, including all semi-finished and finished goods, raw materials, works of the Company used in progress, packaging, supplies, tooling and parts, whether held at any location or facility of any Seller or in transit to any Seller, in each case, as of the Closing Date and primarily way related to the Business;, except for the assets listed on Schedule I(a)(i) hereto (the "Excluded Assets"), which Excluded Assets shall include, without limitation, the Lease referred to in Section I(g) hereof, and all cash and all accounts receivable related to the Business. (kii) the Intellectual Property described on Annex G, in each case, solely Except to the extent owned expressly set forth in this Agreement or any document, instrument or agreement executed or entered into pursuant hereto or contemporaneously herewith, the Purchaser shall not assume and shall have no responsibility with respect to, and shall be indemnified by Sellers the Company, against, any and all liabilities or obligations of the Company, known or unknown, absolute or contingent, accrued or unaccrued, whether due or to become due (collectively, the “Transferred Intellectual Property”); and (l) all intangible rights, inchoate rights, transferable rights under warranties made by prior owners, manufacturers, vendors, and Third Parties, and rights accruing under applicable statutes of limitation or prescription to the extent related or attributable to the Assets described in clauses (a) through (k) above. To the extent the assignment of any Asset to Buyer pursuant to this Agreement requires the consent of or payment of a fee to any Third Party notwithstanding the entry of the Sale Order then such Asset shall not be assigned to Buyer (and shall constitute an Excluded Asset) unless such consent is obtained or Buyer pays any fee required to effect such assignment (provided that Sellers shall not be required to pay any fees or other amounts to Third Parties in connection with obtaining any such consents"Liabilities").