Common use of Purchased Assets Clause in Contracts

Purchased Assets. On the terms and subject to the conditions of this Agreement, Seller shall, at the Closing, sell, transfer, convey, assign, grant and deliver to Purchaser, and Purchaser shall, at the Closing, purchase and acquire from Seller, free and clear of all Liens (except as set forth on Schedule 2.1), all right, title and interest in and to all properties, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) (the “Purchased Assets”), including without limitation: (i) all FF&E; (ii) all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xix) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the asset.

Purchased Assets. On Upon the terms and subject to the conditions of set forth in this Agreement, Seller shalleffective as of the Effective Time, at the Closing, Sellers shall sell, transfer, convey, assign, grant transfer and deliver to Purchaser, and Purchaser shall, at the Closing, purchase and acquire from Seller, free and clear of all Liens (except as set forth on Schedule 2.1)Encumbrances other than the Permitted Encumbrances, all and Purchaser shall purchase and acquire from Sellers, Sellers’ right, title and interest in and to all propertiesof the Company’s property and assets, rightsreal, interestspersonal or mixed, tangible and intangible assets intangible, of Seller every kind and description, wherever located, including the following (other than but excluding the Excluded AssetsAssets (as defined below)): (a) all of the Company’s interests in the Owned Real Property set forth on Schedule 2.01(a) (the “Purchased Assets”Assumed Real Property), including without limitation: (i) all FF&E; (iib) all Receivables; (iii) all Inventory; (iv) Tangible Personal Property of the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade namesCompany, including without limitation, the those items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property2.01(b), including without limitation the Intellectual Property described on Schedule 2.1(viexcept as excluded under Section 2.02(d); (viic) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities Inventories of the Seller or the facilities of a third partyCompany; (viiid) all Seller Advance PaymentsAccounts Receivable of the Company, Seller Customer Deposits, Seller Customer Prepayments and LC Depositsincluding all inter-company receivables due to the Company; (ix) the Leased Real Property; (xe) all Books Company Contracts and Records; provided however that Seller shall be entitled to retain a copy thereof DESC Contracts set forth on Schedule 2.03(e) (subject to Section 2 of collectively, the Noncompetition Agreement executed by SellerAssumed Contracts); (xif) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the BusinessAuthorizations and all pending applications therefor or renewals thereof set forth on Schedule 3.04(c); (xiig) all rights in data and sponsorship Records related to the operations of the Assumed Benefit Plans Company, including client and any associated funding mediacustomer lists and Records, assetsreferral sources, reserves research and creditsdevelopment reports and Records, the benefit of the insurance policies production reports and Records, service agreements in relation to the Assumed Benefit Plans and all Books warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, Tax Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records (all in connection with the Assumed Benefit Plansstate in which such records and information currently exists) and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.02(h); (xiiih) all of the intangible rights and property owned or licensed by the Company, including Intellectual Property Rights (including the right to ▇▇▇ and recover for past infringement), goodwill, telephone and telecopy numbers to the extent transferable, and e-mail addresses, listings and those items set forth on Schedules 3.11(a) and (b), and further including all files, correspondence, records or other documentation associated therewith; (i) to the extent transferable, all insurance policies held by Seller benefits, including rights and proceeds, arising from or that may have been issued relating to Seller the Purchased Assets or the Assumed Liabilities prior to the Effective Time, except as excluded under Section 2.02(f); (j) all rights, privileges, claims, offsets, demands, choses in action and indemnification rights of the Company against or with respect to any Person in effect at any time during Seller’s operation of connection with or otherwise relating to the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the ShareholdersPurchased Assets, and/or any of the Assumed Liabilities whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent; (xivk) all guaranteesrights of the Company relating to deposits and prepaid expenses, warrantiesclaims for refunds, indemnities indemnification rights and similar rights in favor of Seller or any of to offset relating to the Purchased Assets; (xvl) all telephone security or other deposits relating to the Assumed Real Property and facsimile numbers, post office boxes, and bank accounts but not any equipment owned or leased by the cash contained therein that is an Excluded AssetCompany; (xvim) all domain names customer lists and Internet addressessales invoices for the last three (3) fiscal years related to the Company, and content with respect to Internet websiteswhether generated by, including such content in its electronic formor used by, the Company or any Affiliate of the Company; (xviin) all rights, the Company’s claims, causes of action against any Person; (xviii) all goodwill and rights of recovery pursuant to Sections 544 through 550 and Section 553 of the BusinessBankruptcy Code and any other avoidance action under any other applicable provisions of the Bankruptcy Code with respect to those Third Parties the Liabilities of which Purchaser is assuming pursuant to Section 2.04(a); and (xixo) all proceeds of the foregoing and all other property of the Company of every kind, character or description, tangible and intangible, known or intangible propertyunknown, rights wherever located and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) whether or not reflected on the Closing Date Balance SheetCompany Financial Statements or Interim Financial Statements, if or similar to the properties described above except for the Excluded Assets. All of the foregoing property and assets are herein referred to collectively as the Purchased Assets. Notwithstanding the foregoing, the transfer of the Purchased Assets pursuant to this Agreement shall not include the assumption of any Liability in respect thereof unless the Purchaser expressly assumes such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed Liability pursuant to assume any Excluded Liabilities hereunder unless it expressly accepts the assetSection 2.04(a).

Purchased Assets. On Subject to the terms and subject to the conditions of this ---------------- Agreement, Seller shall, at the Closing, Seller shall sell, assign, transfer, convey, assign, grant convey and deliver (or cause to Purchaserbe sold, assigned, transferred, conveyed and delivered) to Purchaser and Purchaser shall, at the Closing, shall purchase and acquire accept from Seller, free and clear of all Liens (except as set forth on Schedule 2.1)Encumbrances, all right, title and interest in and to all propertiesof the following (collectively, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) (the “"Purchased Assets”), including without limitation:"): ---------------- (i) the Intangible Assets (including all FF&EIntellectual Property Rights therein and thereto); (ii) all Receivablesthe Tangible Assets; (iii) all Inventorythe right to enforce confidentiality, non-disclosure, employee invention assignment and other proprietary rights agreements between Seller and Seller Employees related to the Internet Appliance Business; provided that Seller may redact portions of such documents which do not relate to the Internet Appliance Business; (iv) the Purchased Contractsright to enforce confidentiality, non-disclosure or similar agreements not assigned to Purchaser pursuant to the terms of this Agreement, between Seller and third parties, related to the Internet Appliance Business; provided that Seller may redact portions of such documents which do not relate to the Internet Appliance Business; (v) all patentsof Seller's rights under the Seller Contracts, copyrights, trademarks and service marks (whether registered to the extent that such rights arise on or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, subsequent to the items set forth on Schedule 2.1(v) hereto;Closing Date (vi) all copies of Seller's marketing and sales information, pricing, marketing plans, business plans, financial and business projections and other Intellectual Property, including without limitation files and records which pertain exclusively to the Intellectual Property described on Schedule 2.1(vi)Internet Appliance Business; (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, claims or causes of action against any Person; (xviii) all goodwill of third party relating to the BusinessInternet Appliance Business or the Purchased Assets, except for claims with regard to Excluded Assets; and (xixviii) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume goodwill associated with the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetforegoing.

Purchased Assets. On Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Buyer shall deliver to Seller shallthe Instrument of Assignment and Assumption, at and Seller shall deliver to Buyer the ClosingInstrument of Assignment and Assumption and the Equity Assignments, pursuant to which Seller shall sell, transfer, convey, assign, grant convey and deliver to PurchaserBuyer, and Purchaser shallBuyer shall purchase, at the Closing, purchase assume and acquire accept from Seller, free and clear of all Liens Encumbrances (except as set forth on Schedule 2.1for Permitted Encumbrances), all right, title and interest in of Seller in, to and to all under the following assets and properties, rightsas the same shall exist on the Closing Date, interests, tangible and intangible assets of Seller (other than the Excluded Assets) Assets (herein collectively called the “Purchased Assets”): (a) all of the issued and outstanding shares of Nant Health Canada, Nant Health India (other than one “director nominee” share) and Nant Health UK (the “Subsidiary Equity Interests”); (b) all of the assets reflected on the Balance Sheet, except those disposed of or converted into cash after the Balance Sheet Date in the ordinary course of business; (c) all notes and accounts receivable generated by the Business; (d) all inventory of Seller used or intended to be used primarily in the Business; (e) subject to the terms of Section 3.5, to the extent transferable under applicable Requirements of Law, all Governmental Permits, if any, that are primarily used in the Business; (f) subject to the terms of Section 3.5, all rights and incidents of, and benefits accruing in and to the leased real property (including the buildings, structures, fixtures and improvements located thereon to the extent included pursuant to the terms of the respective lease) listed on Schedule 2.1(F) (the “Transferred Leased Real Property”); (g) all Copyrights, Patent Rights and Trademarks (and all goodwill associated therewith) primarily used in or primarily relating to the Business, including without limitation:those listed on Schedule 5.11(A); (h) all Trade Secrets and other proprietary or confidential information primarily used in or primarily relating to the Business; (i) all FF&ESoftware primarily used in or primarily relating to the Business, including such Software as is listed on Schedule 5.11(B), including all Intellectual Property rights therein that are owned by Seller; (iij) subject to the terms of Section 3.5, the rights and benefits in and to all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (v) all patentsleases, copyrights, trademarks contracts and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade namesother agreements primarily relating to the Business, including without limitation, the items set forth those listed on Schedule 2.1(v2.1(J) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi“Seller Agreements”); (viik) all design toolsrights, order management claims and other management toolscauses of action against third parties relating to the assets, manufacturing tools and test equipmentproperties, including laboratory testing equipment, whether located at business or operations of Seller relating primarily to the facilities of the Seller or the facilities of a third partyBusiness; (viiil) all existing papers, sales and business files and records, property records, contract records, test and design records, product specifications, drawings, engineering, maintenance, operating and production records, supplier and customer lists and other accounting, financial and business records and documents of Seller Advance Payments(including all personnel records of Transferred Employees other than Excluded Business Records) to the extent primarily used in the Business, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; whether maintained in electronic or physical form (ix) the Leased Real Property; (x) all Books and “Records”); provided however that Seller shall be entitled to retain copies of all such Records to the extent necessary for Tax purposes or in connection with any action, investigation or proceeding by a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller)Governmental Body; (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xvm) all telephone and telephone facsimile numbers, post office boxes, numbers and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content other directory listings utilized by Seller primarily in connection with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xixn) all other tangible or intangible property, rights properties and assets that are owned by Seller and are primarily used in or primarily held for use in the Business, including the properties and assets listed on Schedule 2.1(N), which, for the avoidance of doubt, do not include any net operating losses or similar Tax attributes of Seller other than Seller Claims. With that may have arisen with respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetBusiness.

Purchased Assets. On the terms Buyer hereby agrees to purchase from Seller, and subject Seller hereby agrees to the conditions of this Agreement, Seller shall, at the Closing, sell, transfer, convey, assign, grant transfer and deliver assign to Purchaser, and Purchaser shall, at the Closing, purchase and acquire from SellerBuyer, free and clear of any and all Liens mortgages, liens, security interests, encumbrances, pledges, leases, equities, claims, charges, restrictions, conditions, conditional sale contracts and any other adverse interests of any kind whatsoever (except as set forth on Schedule 2.1other than those securing any Assumed Obligations), all of the assets, wherever located, which are owned by Seller, or in which Seller has any right, title or interest, and interest used in connection with the Business (collectively referred to herein as the "Purchased Assets"). The Purchased Assets shall include, but shall not be limited to, the following: (a) The tangible personal property, machinery, equipment, hones, tools, machine and electric parts, supplies and computers, wherever located, owned or used by Seller solely or primarily in connection with the Business (collectively, the "Tangible Assets"), all the items of which are identified in Schedule 1.1 (a) attached hereto; (b) All of the rights, tangible and intangible, and leasehold interests in personal property, of Seller existing under any contracts, agreements, leases, licenses, instruments or commitments, all of which are listed on Schedule 4.6 attached hereto, and under any contracts, agreements, leases, licenses, instruments and commitments which are entered into by Seller in connection with the Business after the date hereof and prior to the "Closing" (as defined below) with the prior written consent of Buyer (collectively, the "Assumed Contracts"); (c) All rights in and to all propertiesany governmental and private permits, rightslicenses, interestsfranchises and authorizations, tangible and intangible assets of Seller (other than Excluded Assets) (to the “Purchased Assets”)extent assignable, including without limitation: (i) all FF&Eused in connection with the Business; (iid) All rights in and to any requirements, processes, formulations, methods, technology, know-how, formulae, trade secrets, trade dress, designs, inventions and other proprietary rights and all Receivablesdocumentation embodying, representing or otherwise describing any of the foregoing, owned or held by Seller in connection with the Business (the assets described in Sections 1.1(d) through 1.1(g) are referred to as the "Intangible Property Rights"); (iiie) all Inventory; (iv) the Purchased Contracts; (v) all All patents, copyrights, tradenames, trademarks and service marks of Seller used in the Business (whether registered other than "SCC" or unregistered"SCC Communications Corp."), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items of which are set forth on Schedule 2.1(v) hereto1.1(e), and all applications therefor, and all documentation embodying, representing or otherwise describing any of the foregoing; (vif) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all All rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans customer lists, promotion lists, marketing data and all Books other compilations of names and Records data developed in connection with the Assumed Benefit PlansBusiness, and which shall be delivered by or on behalf of Seller to Buyer at or prior to the Closing; (xiiig) All of Seller's rights in and to the computer software programs (including software licensed to Seller) used in connection with the Business or developed or under development by, or on behalf of, Seller in connection with the Business, all of which are identified on Schedule 4.15, including the source code, object code and documentation for such software, in each case to the extent transferable, all insurance policies held by that Seller or that may have been issued to Seller possesses and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the has a right to any proceeds thereunder other than rights under possess and transfer the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholderssame; (xivh) All accounts and notes receivable and unbilled project revenues generated in connection with the Business from and after July 1, 1997 (other than the account receivable from Rams▇▇ ▇▇▇nty, which is excluded), and all guaranteescash received upon the billing and collection thereof, warrantieswhether on hand, indemnities in banks or other depository accounts, or transit, and similar rights in favor all negotiable instruments of Seller or any made payable to Seller, advanced payments, claims for refunds and deposits and other prepaid items of the Purchased AssetsSeller; (xvi) all telephone and facsimile numbersAll accounts receivable schedules, post office boxeslists, files, books, publications, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names other records and Internet addresses, and content data used in connection with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xixj) all other tangible All causes of action, claims, suits, proceedings, judgments or intangible propertydemands, rights and assets of whatsoever nature, of or held by Seller other than Seller Claims. With against any third parties with respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetBusiness.

Purchased Assets. On Subject to the terms and subject to the conditions of this Agreement, Seller shalland on the basis of the representations, warranties and indemnities contained or referred to herein, at the Closing, Seller shall, and shall cause each Seller Entity (as defined below) to, sell, transfer, convey, assign, grant assign and deliver to PurchaserBuyer, and Purchaser shall, at the Closing, Buyer shall purchase and acquire from Seller, free and clear of all liens, pledges, mortgages, security interests, conditional sales contracts, charges, hypothecations, or monetary encumbrances whatsoever or adverse claims, title defects or restrictions (each, a “Lien”) (other than Permitted Liens (except and Permitted Exceptions as set forth on Schedule 2.1such terms are hereinafter defined), all right, title and interest of Seller or any Seller Entity in and to all propertiesthe assets, rightsproperties and rights to the extent relating to, interestscurrently being used, tangible or held for use in the Businesses or necessary for the operation of the Businesses, excepting only the Excluded Assets (as defined in Section 2.2), wherever located, and intangible assets whether or not reflected on the books of Seller or any Seller Entity (other than Excluded Assets) (collectively, the “Purchased Assets”), including without limitationincluding, but not limited to, all of Seller’s or any Seller Entity’s right, title and interest in and to the following: (ia) all FF&E; (ii) real tangible and intangible property, together with all Receivables; (iii) all Inventory; (iv) easements, rights and privileges appurtenant thereto, leased by any Seller and/or any Seller Entity as of the Purchased Contracts; (v) all patentsClosing Date, copyrights, trademarks as listed and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth designated on Schedule 2.1(v4.5(e) hereto; (vi) all other Intellectual the “Leased Real Property, including without limitation the Intellectual Property described on Schedule 2.1(vi”); (viib) all design toolsPermits (as defined in Section 4.8), order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at in each case to the facilities of the Seller extent transferable or the facilities of a third partyassignable; (viiic) all Seller Advance Paymentsrecords, Seller Customer Depositsfiles, Seller Customer Prepayments books and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) operating data, whether in print, electronic or other media, to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller Businesses or any of the Purchased Assets, including without limitation Confidential Information (as defined in Section 6.8 hereof), equipment maintenance records, correspondence, financial, sales, market and credit information and reports, drawings, patterns, slogans, market research and other research materials and contract documents; (xvd) all telephone prepaid expenses and facsimile numbers, post office boxes, and bank accounts but not deposits of the cash contained therein that is an Excluded AssetBusinesses; (xvii) all domain names goodwill to the extent incident to or associated with the Businesses as a going concern, all customer, supplier and Internet addressesdistributor lists and all other information and data to the extent relating to the customers or suppliers of the Businesses; (ii) all promotional displays and materials, price lists, bid and content with respect quote information, literature, catalogs, brochures, advertising material and the like, in each case to Internet websitesthe extent relating to the Businesses; (iii) all product and packaging development; (iv) all computer programs and other software, including such content engineering, drawings, plans and product specifications, in its electronic formeach case to the extent used in the Businesses; and (v) any licenses, license agreements and applications related to any of the foregoing in clause (i), (ii), (iii) or (iv) (collectively the “Intangible Assets”); (xviif) all rightsthe U.S. and International trade names, claimsservice marks and service names and applications and registrations therefore used in the Businesses and listed on Schedule 2(1)(f), causes of action against any Persontogether with the goodwill associated therewith (the “Transferred Trademarks”); (xviiig) all goodwill of insurance policies related solely to the Business; and (xix) all other tangible Businesses, to the extent that such insurance policies are assignable by Seller or intangible propertyany Seller Entity to Buyer, rights and assets of Seller other than Seller Claims. With respect independently thereof, the right to receive any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on insurance proceeds relating to the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the asset.Businesses;

Purchased Assets. On Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Parent and Seller shall, at the Closingand Parent shall cause Seller to, sell, transfer, convey, assign, grant convey and deliver to PurchaserBuyer, and Purchaser shall, at the Closing, Buyer shall purchase from Parent and acquire from Seller, free and clear of all Liens Encumbrances (except as set forth on Schedule 2.1for Permitted Encumbrances), all right, title and interest in of Parent and Seller in, to all properties, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) (the “Purchased Assets”), including without limitationunder: (ia) all FF&Ethe Purchased Municipal Bonds; (ii) all Receivables; (iii) all Inventory; (ivb) the Purchased Contracts; (v) all patentsmachinery, copyrightsequipment, trademarks vehicles, furniture and service marks (whether registered other personal property listed or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on referred to in Disclosure Letter Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi5.10(A); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ixc) the Leased Real Property; Copyrights, Patent Rights and Trademarks (x) including all Books names under which Seller is conducting the Business or has within the previous five years conducted the Business), and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Sellerall goodwill associated therewith, listed in Disclosure Letter Schedule 5.11(A); (xid) to the extent transferable, all Licenses from any Governmental Authority Trade Secrets and other proprietary or confidential information primarily used in or relating to the operation of Business, including any policies and procedures relating to compliance with any broker-dealer, SEC, NASD, NYSE, any other Governmental Body rules and regulations or any clearing agency with respect to the Business; (xiie) all rights the Software listed in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit PlansDisclosure Letter Schedule 5.11(B); (xiiif) the Contracts listed in Disclosure Letter Schedules 2.1(F) and 5.11(C); (g) the promissory notes with respect to Employees listed in Disclosure Letter Schedule 5.13(B) and all amounts actually withheld for estimated Taxes with respect to such notes equal to $218,000; (h) cash in an amount equal to the Accrued Bonuses; (i) copies of all books and records (including financial and accounting records and all data and other information stored on discs, tapes or other media) of Seller relating to the Purchased Assets and the Division (excluding with relation to Employees), including sales, advertising and marketing materials (but for financial and accounting books and records, only to the extent transferable, all insurance policies held by Seller or that may have been issued relating solely and exclusively to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone Assets and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the BusinessDivision); and (xixj) all client lists, customer lists, supplier lists, mailing lists, do not call lists and other tangible data owned, associated with, used or intangible propertyemployed in or by the Division, rights including service and assets warranty records, operating guides and manuals, studies, and correspondence of Seller other than Seller Claimsthe Division. With respect to any Purchased Asset both unwritten remarketing agreement or any remarketing agreement pursuant to which any municipal bond or other security may be put to Buyer on or after Closing that is referred to in Disclosure Letter Schedule 2.1(F) (i) of a type not described or with respect to any similar Assumed Contracts assigned to Buyer pursuant to Section 7.7), Buyer in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheetits sole discretion by written notice to Seller may exclude such Assumed Contract from being assigned hereunder, if such asset has specifically related Liabilitiesagreement does not satisfy Buyer’s Credit Requirements determined in accordance with a reasonable application thereof, Purchaser at its option in good faith and in consultation with Seller (such Contract, an “Excluded Remarketing Agreement”). Buyer shall either exercise such right within fifteen (x15) expressly accept days of the date hereof with respect to any such asset Contract referred to in Disclosure Letter Schedule 2.1(F) and assume the related Liabilities or within fifteen (y15) reject days of notice of any such asset as Contract assigned to Buyer pursuant to Section 7.7. Following delivery of such notice by Buyer, such Excluded Remarketing Agreement shall not constitute a Purchased Asset, in which case it and Buyer shall remain an asset of Seller, provided, that in no event shall Purchaser assume not acquire any rights or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetliabilities with respect thereto.

Purchased Assets. On Upon the terms and subject to the conditions of this Agreement, Seller shall, at the Closing, Purchaser agrees to purchase from Seller, and Seller agrees to sell, transfer, convey, assign, grant assign and deliver to Purchaser, and Purchaser shall, at the Closing, purchase and acquire from Seller, free and clear of all Liens other than Permitted Liens (except as set forth on Schedule 2.1and subject to the Assumed Liabilities), all assets of Seller used in the Business, whether owned by Seller or subsidiaries of Seller, as the same shall exist on the Closing Date, (the "Purchased Assets"). Without limiting the generality of the foregoing, the Purchased Assets shall include all of Seller's right, title and interest in in, to and to all properties, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) (the “Purchased Assets”), including without limitationunder: (ia) all FF&E; (ii) real property and all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered)buildings thereon, all names (improvements thereto and variations thereof)fixtures thereon and all related rights at the Seller's Hudson, all assumed fictional business names Massachusetts and trade namesJerusalem, including without limitationIsrael facilities, the items legal description of each being set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(viSCHEDULE 2.01(a); (viib) all design toolsitems of inventory relating to the Business (the "Inventory"), order management notwithstanding how classified in the financial records of Seller, whether hardware, software, or otherwise, and other management toolsincluding all raw materials, manufacturing tools finished goods, products, supplies, spare parts, samples and test equipmentwork in progress, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Sellerthose items listed on SCHEDULE 2.01(b); (xic) to the extent transferableall collateral materials, all Licenses from any Governmental Authority relating to manuals, sales materials and product information materials used in the operation of the Business; (xiid) all rights in and sponsorship of the Assumed Benefit Plans fixed and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records other tangible personal property used in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitationall capital assets such as engineering workstations used in the design 8 16 and development of products for the Business, all Equipment described on SCHEDULE 2.01(d) (including Equipment on order as of October 27, 1997 as described on SCHEDULE 2.01(d)), all Equipment which was ordered after October 27, 1997 with the prior written approval of Purchaser, and spare parts; (e) all backlog of the Business; (f) all prepaid expenses (including ad valorem taxes, leases and rentals) existing on the Leased Real PropertyClosing Date relating to goods and services to be received by Purchaser after the Closing Date, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholdersprepaid expenses listed on SCHEDULE 2.01(f) ("Prepaid Expenses"); (xivg) all guarantees, warranties, indemnities information and similar rights in favor of Seller other tangible assets relating to technical or any of the Purchased Assetsengineering support; (xvh) any Contract relating to the Business which entails payment on an annualized basis by either party thereto of less than $300,000 and which does not require either party to purchase or supply all telephone and facsimile numbersof the other party's output or requirements, post office boxesas applicable, and bank accounts but not all Contracts listed on SCHEDULE 2.01(h) (the cash contained therein that is an Excluded Asset"Assumed Contracts"); (xvii) the originals or true copies of all domain names Books and Internet addressesRecords relating to the Business, and content with respect to Internet websites, including such content other than those described in its electronic formSection 2.02(a)(iv); (xviij) all rightsEquipment on order as of the Closing Date which was ordered after October 27, claims, causes 1997 with the prior written approval of action against any PersonPurchaser; (xviiik) all goodwill Non-Alpha Transferred IP Assets, provided that such Non-Alpha Transferred IP Assets shall be subject to Seller's prior license grant to Advanced Risc Machines Limited ("ARM") under the existing Technology Licensing Agreement (the "TLA") between Seller and ARM. Subject to ARM's consent, Seller shall assign the TLA to Purchaser, effective as of the BusinessClosing; (l) all software listed in SCHEDULE 2.01(l); and (xixm) all other tangible goodwill associated with the Purchased Assets. To the extent that some or intangible property, rights and assets all of the Purchased Assets are held by Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilitiesone or more wholly owned corporate subsidiaries, Purchaser at its shall have the option shall either to acquire such Purchased Assets through the acquisition of all the stock of such subsidiary or subsidiaries (x) expressly accept any such asset and assume the related Liabilities or (y) reject such asset acquired subsidiaries being herein referred to as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the asset"Acquired Subsidiaries").

Purchased Assets. On Upon the terms and subject to the conditions of this Agreement, Seller shallon the Closing Date, at the Closing, FFMC shall sell, transfer, convey, assign, grant convey and deliver to PurchaserBuyer, and Purchaser shallBuyer shall purchase from FFMC, at the Closing, purchase and acquire from Selleron a going concern basis, free and clear of all Liens Encumbrances (except for Permitted Encumbrances), all of the business and operations of FFMC conducted by the Division (such business and operations being herein called the "Business") and all of the assets, properties and rights of FFMC of every kind and description, wherever located, real, personal or mixed, tangible or intangible, and, in each case, currently used or held for use to conduct the Business as set forth the same shall exist on Schedule 2.1the Closing Date (herein collectively called the "Purchased Assets"), including, without limitation, all right, title and interest in of FFMC in, to and to all properties, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) (the “Purchased Assets”), including without limitationunder: (ia) all FF&EAll of the assets reflected on the Interim Balance Sheet, except for cash and for those assets disposed of or converted into cash after the Interim Balance Sheet Date in the ordinary course of business and in accordance with this Agreement; (iib) all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (v) all patents, copyrights, trademarks All notes and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid accounts receivable generated for the benefit of the ShareholdersDivision, together with all prepayments, prepaid expenses and deposits relating to the Division to the extent reflected in Closing Net Working Capital; (xivc) All raw materials, supplies, samples, work-in-process, finished goods, goods on consignment and other materials included in the inventory of the Division; (d) The Governmental Permits listed in Schedule 5.8; (e) The Owned Real Property and options to acquire real property listed in Schedule 5.9, together with all guaranteesbuildings, warrantiesfixtures and improvements, indemnities including construction-in-progress, located thereon, together with all waterlines, rights of way, uses, license, easements, hereditaments, tenements, and similar rights appurtenances located on such property and owned by FFMC; (f) The real estate leases listed or described in favor Schedule 5.10, together with all right, title and interest of Seller FFMC, if any, in the buildings, office, warehouse or plant space, fixtures and improvements thereon, including construction-in-progress, and appurtenances thereto, located on such real property; (g) The machinery, equipment, vehicles, furniture and other personal property listed or referred to in Schedule 5.13; (h) The personal property leases listed in Schedule 5.14; (i) The copyrights, trademarks, trade names and service marks (and all goodwill associated therewith), registered or unregistered, and the applications for registration thereof and the patents and applications therefor and any of the foregoing listed in Schedule 5.15; (j) The agreements listed in Schedule 5.18(A); (k) The contracts, agreements or understandings listed or described in Schedule 5.20 and all unfulfilled purchase and sale orders of the Division; (l) All of the issued and outstanding capital stock (or, in the case of the LLCs, membership interests) of each of the Subsidiaries; (m) All goodwill associated with the Business and the Purchased Assets; (xvn) All mailing lists, customer lists, subscriber lists, processes, computer software, manuals or business procedures, trade secrets, know how, drawings and other proprietary or confidential information of FFMC primarily used in or primarily relating to the Business, including related procedures, files and manuals and all telephone source and facsimile numbers, post office boxes, object codes and bank accounts but not the cash contained therein that is an Excluded Assetdocumentation related thereto; (xvio) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all All rights, claims, claims or causes of action against any Person; third parties arising under warranties or defects of workmanship, manufacturing or design from vendors and others in connection with the Purchased Assets (xviii) all goodwill of the Businessother than those related to Excluded Assets or Excluded Liabilities); and (xixp) All books and records (including all data and other tangible information stored on discs, tapes or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (imedia) of a type not described in clauses (i) through (xviii) above FFMC relating primarily to the assets, properties, business and (ii) not reflected on operations of the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset Business and assume all books and records of the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetSubsidiaries.

Purchased Assets. On the terms In accordance with, and subject to the terms and conditions of of, this Agreement, Buyer shall purchase from Seller, and Seller shall, at the Closing, shall sell, transferassign, convey, assign, grant transfer and deliver to Purchaser, and Purchaser shall, at the Closing, purchase and acquire from SellerBuyer, free and clear of any and all Liens (except as set forth on Schedule 2.1)Encumbrances, all rightthe Business including, title and interest in and to all properties, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) (the “Purchased Assets”), including without limitation: (i) all FF&E; (ii) all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(vfollowing assets and properties (collectively, the "Purchased Assets"): (a) hereto; the Personal Property; (vib) all other Intellectual Propertythe Assumed Contracts (provided that where Seller is required to continue to be a party to such contracts or where Seller will continue to require or perform services under such contracts, including without limitation Seller shall use its best efforts to add Buyer as an additional party, rather than the sole transferee, of such contracts); (c) the right to use the Intellectual Property described and Software pursuant to the Employment Practices and Shared Services Agreement; (d) the Permits and Licenses; (e) the Books and Records as identified on Schedule 2.1(vi); 14 (vii) which listed items identified on Schedule 14 are to be delivered to Buyer at Closing; and Buyer shall have access to and the right to copy all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records); provided however that (f) the Prepaid Expenses. Seller shall acknowledges and agrees that, with respect to any Assumed Contracts, which are, in their nature, by law, by their terms or otherwise, nonassignable, or which contain a covenant against assignment, this instrument shall, notwithstanding anything elsewhere herein contained, be entitled construed as an assignment to retain a copy thereof (subject to Section 2 Buyer of the Noncompetition Agreement executed by Seller); equitable interest in the same insofar as is legally permissible without violation of law or breach of the terms or condition thereof, with the right in Buyer or its successors and assigns (xii) to have said claims, contracts, commitments or other agreement, if any, held in trust by Seller so as to enable Buyer or its successors and assigns to use and enjoy the extent transferablefull benefit thereof, (ii) to have transferred to Buyer or its successors or assigns any and all Licenses from such property or rights which shall become assignable as soon as the same shall become assignable, and (iii) to take and have taken any Governmental Authority relating action which may be taken without violation of law and without any breach as aforesaid which is necessary or appropriate to make such contract, property or rights assignable. Seller agrees that in any instance in which nonassignability of any such contract, property or rights may be removed by the consent of any party or parties, Seller will use its best efforts to obtain the consent of all such parties to the operation assignment of the Business; (xii) all property or rights in question to Buyer. If such a consent is not obtained, or if an attempted assignment would be ineffective or would affect Seller's rights so that Buyer or its successors and sponsorship of the Assumed Benefit Plans assigns in fact would not receive such contract, property or rights, Seller will cooperate with Buyer or its successors and assigns on any associated funding mediareasonable arrangement, assetsnot contrary to law, reserves designed to provide for Buyer or its successors and credits, assigns the benefit of the insurance policies under any such Assumed Contracts and service agreements in relation to the Assumed Benefit Plans enforcement thereof, and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) Buyer or its successors and assigns, of any and all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill party thereto arising out of the Business; and (xix) all other tangible breach or intangible property, rights and assets of Seller other than Seller Claimscancellation by such party or otherwise. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetARTICLE III PURCHASE PRICE Section 3.01.

Purchased Assets. On Subject to the terms and subject to the conditions of in this Agreement, Seller shall, at the Closing, sell, transfer, convey, assign, grant and deliver agrees to Purchasersell to Buyer, and Purchaser shallBuyer agrees to purchase from Seller a portion of Seller’s rights, at the Closingtitles, purchase and acquire from Seller, free and clear of all Liens (except as set forth on Schedule 2.1), all right, title and interest interests in and to all properties, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) the following (the “Purchased Assets”): (a) A portion of the oil and gas leases described in Exhibit A whether Seller’s interest is correctly or incorrectly described in Exhibit A (each, a “Lease” and sometimes, collectively, the “Leases”); (b) The Hydrocarbon ▇▇▇▇▇ described in Exhibit B hereto (“▇▇▇▇▇”) which are drilled or subject to a well proposal, whether pursuant to a joint operating agreement or otherwise, on the Leases or on pooled units which include the Leases (the ▇▇▇▇▇ together with the Leases are hereinafter collectively referred to as the “Subject Interests”); (c) To the extent transferable or assignable, all presently existing and valid operating agreements, oil, gas or mineral unitization, pooling, and/or communization agreements, declarations and/or orders (including, without limitation, all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, and voluntary unitization agreements, designations or declarations), production sales contracts, and other agreements and contracts described in Schedule 3.5 to the extent that they relate to any of the properties described in subsections (a) and (b) above (each an “Assigned Contract” and, collectively, the “Assigned Contracts”); (d) All surface or subsurface machinery, equipment, platforms, facilities, supplies or other property of whatsoever kind or nature, wherever located, which relate to or are useful or being held for use for the exploration, development, or maintenance of any of the Subject Interests and the production of Hydrocarbons from the Subject Interests, or the treatment, storage, gathering, transportation or marketing of the production of the Subject Interests or allocated to the Subject Interests (collectively, the “Equipment”); (e) All: (i) Hydrocarbons produced from or attributable to the Leases and ▇▇▇▇▇ with respect to all periods after the Effective Time; and (ii) proceeds from such Hydrocarbons; (f) To the extent owned or licensed by Seller and to the extent it can be licensed, sublicensed or transferred without payment of license or transfer fees, or to the extent Buyer agrees in its sole discretion to pay a Third Person for applicable license or transfer fees, a non-exclusive license in form and substance reasonably acceptable to Seller and Buyer (or sublicense (reasonably acceptable to the owner of the information, Seller and Buyer), as applicable) of all geophysical, seismic and related technical data relating to the lands covered by the Leases or pooled with those lands, together with any data (other than seismic data) relating to reserves or otherwise relating to the Subject Interests; (g) All books, files, abstracts, title opinions, title reports, land and lease files, surveys, filings, well logs, production reports and reports with Governmental Entities, Tax information and Tax Returns (excluding all income tax returns), maps, geological and geophysical data, and records of Seller related to the operation or ownership of the Purchased Assets, excluding seismic data, studies and information that Seller is prohibited from sharing, and for which no consent to assignment is obtained following Reasonable Best Efforts to obtain such consent (including without limitation:allowing Buyer to pay any transfer fee or similar cost) (collectively, the “Records”); (h) All rights, claims and causes of action to the extent attributable to ownership, use, maintenance or operation of the Purchased Assets after the Effective Time, including past, present or future claims, whether or not previously asserted by Seller; (i) all FF&E; All: (i) fees, proceeds, revenues, accounts, instruments and general intangibles and economic benefits attributable to the Purchased Assets with respect to any period of time after the Effective Time; (ii) all Receivables; Liens in favor of Seller, including Liens securing payment for production of Hydrocarbons produced from the Purchased Assets (but only to the extent such Liens relate to the period after the Effective Time), whether ▇▇▇▇▇▇ or inchoate, under any Law or under any of the Assigned Contracts, arising from the ownership, sale or other disposition after the Effective Time of any of the Purchased Assets; and (iii) all Inventory;any claim of indemnity, contribution or reimbursement relating to the Assumed Liabilities; Asset Purchase Agreement between ▇▇▇▇▇▇▇ Resources, Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1 Proprietary and Confidential Intended for Addressee Only (ivj) the Purchased Contracts; (v) all patentsAll intangible rights, copyrightsinchoate rights, trademarks transferable rights under warranties made by prior owners, manufacturers, vendors and service marks (whether registered Third Persons, and rights accruing under applicable statutes of limitation or unregistered)prescription, all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating related or attributable to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xvk) To the extent assignable by Seller, all telephone licenses, permits, approvals, consents, franchises, certificates and facsimile numbersother authorizations and other rights granted by Governmental Entities and all certificates of conveniences or necessity, post office boxesimmunities, privileges, grants and bank accounts but not other rights that relate primarily to the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addressesownership, and content with respect to Internet websitesuse, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill maintenance or operation of the BusinessPurchased Assets; and (xix) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the asset.

Purchased Assets. On (a) Seller owns and will convey to Buyer at Closing good and marketable title to all of the terms and subject to the conditions of this Agreement, Seller shall, at the Closing, sell, transfer, convey, assign, grant and deliver to Purchaser, and Purchaser shall, at the Closing, purchase and acquire from SellerPurchased Assets, free and clear of any and all Liens and encumbrances. Seller is in sole possession of, and has sole control of the Purchased Assets. Except as set forth in SCHEDULE 3.4(A) hereto, none of the Purchased Assets is leased, rented, licensed or otherwise not wholly-owned by Seller. (except b) The Purchased Assets include all of the assets of Seller which are used in or necessary for the operation of the Systemation Business, excepting therefrom only the assets set forth in SCHEDULE 3.4(B) hereto which, although they may relate to the Systemation Business, are not Purchased Assets and are to be retained by Seller (the "Retained Assets"). (c) Except as set forth in SCHEDULE 3.4(C), the Purchased Assets are in good operating condition and repair, normal wear and tear excepted, free from any material defects, have been maintained consistent with industry standards, and are sufficient to carry on the Systemation Business as presently conducted by Seller. To the Knowledge of Seller, there are no facts or conditions affecting the Purchased Assets which could, individually or in the aggregate, interfere in any material respect with the use, occupancy or operation thereof as currently used, occupied or operated, or with their adequacy for such use. (d) Except as set forth on Schedule 2.1SCHEDULE 3.4(D), all right, title and interest in and to all properties, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) (the “Purchased Assets”), including without limitation: (i) all FF&E; of the Reserve Inventory and Purchased Inventory (collectively, the "Inventories") is of good, usable and merchantable quality in all material respects and , to Seller's Knowledge, meets the quality control standards of Seller and any applicable governmental quality control standards of any Governmental Authority, (ii) all Receivables; Inventories that are finished goods are saleable as current inventories at the current prices thereof in the ordinary course of business, (iii) all Inventory; Inventories are recorded on the books of the Systemation Business at the lower of cost or market value determined in accordance with GAAP, and (iv) no write-down in inventory has been made pursuant to GAAP during the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xix) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetpast two years.

Purchased Assets. On Subject to the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall, at the Closing, shall sell, transfer, convey, assign, grant transfer and deliver to PurchaserBuyer, and Purchaser shallBuyer shall purchase, at the Closing, purchase acquire and acquire accept from Seller, free all of the assets, properties, rights, privileges, claims and clear contracts of all Liens every kind and nature, real and personal, tangible and intangible, absolute or contingent, wherever located, owned, held or used or intended for use in the operation of the Business (the "Purchased Assets") by Seller, except as the assets specifically identified in Section 2.1(b) (the "Excluded Assets"). The Purchased Assets shall include, but shall not be limited to, the assets set forth on Schedule 2.1)2.4 except as changed by assets acquired or disposed of in the ordinary course of business of the Business after the date thereof, all right, title and interest in and to all properties, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) (also shall include the “Purchased Assets”), including without limitationfollowing: (i) all FF&E; (ii) all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered Any leasehold interests in real property held by Seller used or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to intended for use primarily in the operation of the Business;. (ii) All fixtures and improvements attached to any real property used or intended for use primarily in the operation of the Business. (iii) All machinery, apparatus, furniture, fixtures, supplies, motor vehicles, and other equipment of every type owned or leased by Seller that is used or intended for use primarily in the operation of the Business. (iv) All inventory of usable goods, including all Optical Discs, merchandise, finished products and other tangible personal property held for sale or used or intended for use primarily in the operation of the Business as of the date hereof other than adult entertainment material and inventory (the "Inventory"), together with any additions thereto and subject to any reductions therefrom received or incurred by Seller operating the Business in the ordinary course after the date hereof through the Closing Date. (v) All of Seller's rights and interests arising under or in connection with any Contracts to which Seller is a party and which relate to the Business and other documents relating to the Business. (vi) Seller's prepaid expenses as of the date hereof ("Prepaid Expenses"), together with any additions thereto and subject to any reductions therefrom made or accrued by Seller in operating the Business in the ordinary course and in compliance with Section 6.3 hereof after the date hereof through the Closing Date. (vii) Information services systems and software, including, without limitation, Seller's computerized inventory monitoring system used for retail, mail order and Internet sales. (viii) Sales data, customer lists, information relating to customers, suppliers' and manufacturers' names, mailing lists and all rights thereto relating to the Business. (ix) All licenses, consents and other third party rights necessary to promote, sell or otherwise exploit the Optical Discs. (x) Seller's mail order business throughout the United States and worldwide, including all materials related to Seller's monthly catalog mailed to the Software Division's most recent 50,000 customers, customer lists and any other assets, equipment or Contracts related to the operation of such mail order business. (xi) Seller's Internet business including all rights to and ownership of the Web Page at URL "▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇" or "▇▇▇▇▇▇▇▇▇.▇▇▇" (the "KC Website"), all computer hardware and software (including source code) currently used to operate the KC Website found at that URL, including all service and support contracts related thereto, any leasehold or ownership interest in the provision of connectivity or hosting, contracts with any third party for the promotion of the KC Website or advertising thereof, software that provides support for Electronic Commerce, and any other assets, equipment or Contracts related to the design, programming, development and maintenance of the KC Website and any Derivative Work with respect to the above listed items (collectively, the "Internet Business"). (xii) all rights in The exclusive, transferable, worldwide, irrevocable, perpetual royalty-free right to use and sponsorship of exploit the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records ▇▇ ▇▇▇▇▇ in connection with the Assumed Benefit Plans;Business (including the Internet Business) and any future development thereof in any form or medium. (xiii) to All of Seller's Intangible Property, and corporate and trade names and Intellectual Property Rights used or intended for use in the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit all of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar Seller's rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain corporate names and Internet addresses, and content with respect to Internet websites, including such content Intellectual Property Rights in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) location in the United States or in any foreign country; all goodwill of the Business, point of purchase displays and other materials, UPC Codes, commercials and other advertising copy and material, including but not limited to catalogues; andall of Seller's books and records relating to the Business; transferable Permits; and unemployment compensation, workers' compensation and other credits, reserves or deposits with applicable Governmental Entities relating to Seller's employees. (xixxiv) all other tangible or intangible property, rights and assets Cash on hand in the accounts of Seller other than Seller Claims. With respect in an amount not to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetexceed $20,000.

Purchased Assets. On Upon the terms and subject to the conditions of contained in this Agreement, Seller shall, at the Closing, other than the Personal Property set forth on Schedule 5.9(b), which will be transferred and assigned as contemplated by Section 5.9 (Transition Services), the Seller Parties shall sell, convey, transfer, convey, assign, grant assign and deliver to PurchaserPurchaser or its designees, and Purchaser shall, at the Closing, purchase and such designees shall acquire from Sellerthe Seller Parties, free and clear of all Liens Encumbrances (except as set forth on Schedule 2.1other than Permitted Encumbrances), all of the Seller Parties’ right, title and interest in and to all of the following properties, rightsassets and rights of any kind, interestswhether tangible or intangible, tangible and intangible assets of Seller real or personal (other than Excluded Assets) (collectively, the “Purchased Assets”): (a) the Personal Property listed on Schedule 1.1(a), including without limitation: (i) all FF&E; (ii) all Receivables; (iii) all Inventory; (iv) and any services or maintenance Contracts with the Purchased Contracts; (v) all patentsmanufacturers of any such Personal Property and any Software, copyrights, trademarks programs and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Databases used to operate such Personal Property; (xb) all Books Assigned Patents, Assigned Technology, and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller)Assigned Trademarks; (xic) all copies of all books, files, papers, documentation and records (whether in paper or electronic form) to the extent transferable, all Licenses from any Governmental Authority relating directly and primarily related to the operation of the Business; (xii) all rights in Purchased Assets and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferableowned by, all insurance policies held in the possession of, and reasonably available to Seller Parties, including any tangible embodiments of the Seller Licensed Intellectual Property that are delivered by Seller or that may have been issued to Purchaser pursuant to the License Agreement for Seller Licensed Intellectual Property, but in each case excluding any Excluded Seller Interconnect Technology and any tangible embodiments thereof, and subject to Seller and in effect at any time during Seller’s operation retaining (i) copies or originals of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the same to the extent they do not solely relate to the Purchased Assets; , if and as Seller so chooses, (xvii) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes copies or originals of action against any Person; (xviii) all goodwill of the Businesssame to the extent they solely relate to the Purchased Assets and Seller is required by Applicable Law or authorized in the Intellectual Property Agreement to retain such copies or originals, (iii) copies or originals of any of the same identified on Schedule 1.1(c) or (iv) copies or originals of any of the same for which Purchaser otherwise provides prior written consent for such retention; and (xixd) the right to enforce all Intellectual Property Rights included in the Purchased Assets and the right to ▇▇▇ (and seek and retain damages) for infringement, misappropriation or other tangible violation (including past infringement, misappropriation or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (iviolation) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetIntellectual Property Rights.

Purchased Assets. On Subject to the terms and subject to the conditions of this Agreement, Seller shall, at the Closing, agrees to sell, transfer, convey, assign, grant transfer and deliver convey to Purchaser, Buyer and Purchaser shall, at the Closing, Buyer agrees to accept and purchase and acquire from Seller, free and clear of all Liens (except as for the Purchase Price set forth in Section 3 hereof, the following (collectively, the "PURCHASED ASSETS"): 2.1.1 All of Seller's right, title and interest in and to (i) that certain tract or parcel of land located in the City of St. Petersburg, Pinellas County, Florida, and being more particularly described in Exhibit A attached hereto and made a part hereof (the "LAND"), together with all rights, tenements, heriditaments, easements, privileges and appurtenances belonging or pertaining thereto, and (ii) all buildings, structures or other improvements located on Schedule 2.1the Land, including without limitation the nursing home facility more commonly known as Good Samaritan Nursing Home (the "FACILITY"), all sidewalks, landscaping, parking lots and structures, and driveways located thereon, and all permanently affixed equipment, machinery, fixtures and other items of real and/or personal property, located on, in or used in connection with, and permanently affixed or incorporated into, the Land, together with all replacements, additions and accessions thereto collectively, including the Facility, (the "IMPROVEMENTS") (the "Land" and Improvements" are sometimes hereinafter collectively referred to as the "REAL PROPERTY"); 2.1.2 All machinery, equipment, furniture, furnishings, supplies, inventory and other movable tangible personal property owned by Seller and located at or on the Real Property and used in connection with the operation of the Facility as a nursing home (the "PERSONAL PROPERTY"); 2.1.3 If and to the extent assignable, all of Seller's interest in and to all permits, licenses, approvals, notifications, determinations and other governmental and quasi-governmental authorizations, including without limitation certificates of occupancy, required of Seller in connection with the use and operations of the Real Property as currently conducted (collectively, the "PERMITS"). As used herein, "quasi-governmental" shall include the providers of all utility services to the Real Property; 2.1.4 All of Seller's interest in, to and under any assignable warranties (including those related to construction or fabrication), guaranties, and representations with respect to the Real Property, whether express or implied, which Seller now holds or under which Seller is the beneficiary (collectively, the "WARRANTIES"); 2.1.5 All of Seller's right, title and interest in and to all properties, rights, interests, tangible books and intangible assets of records maintained by Seller (other than Excluded Assets) (the “Purchased Assets”), including without limitation: (i) all FF&E; (ii) all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) relating solely to the extent transferable, all Licenses from any Governmental Authority relating to Real Property and the operation of the BusinessFacility and all site plans, surveys, architectural drawings, plans and specifications, engineering plans and reports, landscape plans and similar plans and studies owned by Seller and relating solely to the Real Property and the Facility, if any (collectively, the "RECORDS"); (xii) all rights 2.1.6 All of Seller's right, title and interest in and sponsorship to the name "Good Samaritan Nursing Home" (the "NURSING HOME NAME"); 2.1.7 All of the Assumed Benefit Plans Seller's right, title and any associated funding mediainterest in and to all operating contracts and agreements with third parties for the sale, assetslease or provision of goods, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records services or equipment in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the BusinessFacility which are assumed by Buyer pursuant to Section 2.7 below (collectively, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business"CONTRACTS"); and 2.1.8 All of the admission policy agreements, patient's rights agreements and/or other patient or resident occupancy agreements with the existing residents or patients of the Facility (xix) all other tangible or intangible propertycollectively, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the asset"OCCUPANCY AGREEMENTS").

Purchased Assets. On Pursuant to the terms and subject to the conditions of set forth in this Agreement, Buyer shall purchase from Seller, and Seller shall, at the Closing, shall sell, transfer, convey, assign, grant transfer and deliver to PurchaserBuyer, and Purchaser shall, at effective as of the Closing, purchase and acquire from Seller, free and clear of all Liens (except as set forth on Schedule 2.1other than the obligation to pay the “Purchase Price” under Section 3 of the Application Purchase Agreement), all right, title and interest in and to all properties, rights, intereststitles, tangible interests and intangible other assets of every kind and nature (whether tangible or intangible, absolute or contingent, real or personal, whether or not shown on the Latest Balance Sheet, wherever located and by whomever possessed) owned, licensed or leased by Seller (including indirect and other than forms of beneficial ownership) as of the Closing, but in all cases excluding the Excluded Assets) Assets (collectively, the “"Purchased Assets”"), including without limitationthe following: (i) all FF&EIntellectual Property (including without limitation, the Software for the App, domain names, websites, etc.); (ii) all ReceivablesInventory; (iii) all Inventoryequipment, computers, tools, spare and replacement parts and furniture, including such items listed on the Machinery and Equipment Asset Schedule; (iv) the Purchased Contractsall other tangible personal property; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered)subject to Section 2.5, all names (and variations thereof), all assumed fictional business names and trade namesContracts, including without limitationitems listed or described on the attached Contracts Schedule, but not including those items listed or described on the items set forth on Schedule 2.1(v) heretoattached Excluded Contracts Schedule; (vi) subject to Section 2.5, all other Intellectual PropertyPermits, including without limitation the Intellectual Property items listed or described on the attached Permits Schedule 2.1(vi(but excluding any real estate Permits); (vii) all design toolsinsurance policies, order management insurance deposits, insurance premium payments and other management toolsadjustments and all related prepayments and prepaid expenses, manufacturing tools and test equipment, including laboratory testing equipment, whether located at in each case covering or relating to the facilities of the Seller Purchased Assets or the facilities of a third partyAssumed Liabilities; (viii) all Seller Advance Paymentsclaims, Seller Customer DepositsLiens, Seller Customer Prepayments deposits, prepayments, refunds, credits, prepaid expenses, causes of action, rights of recovery and LC Depositsrights of set-off of any kind (other than to the extent related to Excluded Assets or Excluded Liabilities); (ix) all books, records, ledgers, files, documents, correspondence, lists, plats, plans, drawings, specifications, creative materials, advertising and promotional materials, studies, reports and other printed or written materials, including materials evidenced in electronic data (other than to the Leased Real Propertyextent relating to Excluded Assets or Excluded Liabilities); (x) all Books lists, records and Records; provided however that Seller shall be entitled other information pertaining to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller)Business’ website users, accounts, referral sources, customers, prospective customers and suppliers; (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business;goodwill as a going concern and all other intangible property; and (xii) all rights in other properties, rights, titles, interests and sponsorship other assets owned, licensed or leased by Seller as of the Assumed Benefit Plans and any associated funding mediaClosing, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xix) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain Seller has an asset of Sellerinterest, provided, that which are related to or used or useful in no event shall Purchaser assume or be deemed to assume any the Business and not otherwise Excluded Liabilities hereunder unless it expressly accepts the assetAssets.

Purchased Assets. On Subject to and upon the terms and subject to the conditions of this AgreementAgreement and excluding the assets retained by the Seller as set forth in Section 1.1(b) herein, as of the “Closing Date” (as defined in Section 1.5 below), the Seller shall, at the Closing, shall sell, transfer, convey, assignassign and deliver, grant and deliver to Purchaserthe Buyer, and Purchaser shall, at the Closing, Buyer shall purchase and acquire from the Seller, free and clear of all Liens liens and encumbrances (except for Permitted Liens as set forth on Schedule 2.1defined in Section 2.8), all right, title and interest in and to all of the properties, rights, interestsassets and business as a going concern, of every kind and nature, real, personal or mixed, tangible or intangible, wherever located, which are owned, leased, licensed or used by Seller in the conduct of its business at its offices located in Bellflower, California and intangible assets of Seller West Covina, California (other than Excluded Assetscollectively, the “CA Branch Offices”) and which exist on the “Closing Date” (collectively, the “Purchased Assets”), including including, without limitation, the following assets: (i) all FF&Eoffice supplies and similar materials (the “Supplies”); (ii) all Receivablescontracts, agreements, leases, arrangements and/or commitments of any kind, whether oral or written, relating to the geographic area serviced by the CA Branch Offices as set forth on Schedule 2.12 attached hereto (the “Contracts”); (iii) all Inventorycustomer lists, files, records and documents (including credit information) relating to the geographic area serviced by the CA Branch Offices and all other business, financial and employee books, records, files, documents, reports and correspondence relating to the Purchased Assets, including records relating to accounts receivable (collectively, the “Records”); (iv) all rights of the Seller, if any, under express or implied warranties from the suppliers of the Seller in connection with the Purchased ContractsAssets; (v) all patentsfurnishings, copyrightsfurniture, trademarks fixtures, tools, machinery, equipment and service marks leasehold improvements owned by the Seller and related to the Purchased Assets, whether or not reflected as capital assets in the accounting records of the Seller (whether registered or unregisteredcollectively, the “Fixed Assets”), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items as set forth on Schedule 2.1(v) hereto;2.8; and (vi) all other Intellectual Propertycomputers, including without limitation computer programs, computer databases, hardware and software owned or licensed by the Intellectual Property described on Schedule 2.1(vi)Seller and used in connection with the Purchased Assets, but not to include any proprietary software of Seller; (vii) all design toolsthe right to use any forms, order management processes and other management toolssolutions developed by and for Seller and employed by Seller, manufacturing tools and test equipmenton or prior to the Closing Date, including laboratory testing equipment, whether located at in operating the facilities of the Seller or the facilities of a third partyCA Branch Offices; (viii) all municipal, state and federal franchises, licenses, authorizations and permits of the Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Depositswhich are necessary to operate or are related to the Purchased Assets; (ix) all prepaid charges, deposits, sums and fees of Seller relating to the Leased Real PropertyPurchased Assets; (x) all Books claims and Records; provided however that rights of Seller shall be entitled related to retain a copy thereof (subject to Section 2 of or arising from the Noncompetition Agreement executed by Seller)Purchased Assets; (xi) to the extent transferableall accounts receivable and other receivables, all Licenses from any Governmental Authority relating to the operation of the Businesswhether or not billed; (xii) all rights in telephone and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans;facsimile numbers; and (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xix) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetCA Branch Offices.

Purchased Assets. On Upon the terms and subject to the conditions of this Agreement, Seller shallon the Closing Date, at each of the Closing, Companies shall sell, transfer, convey, assign, grant convey and deliver to PurchaserBuyer, and Purchaser shallBuyer shall purchase from each of the Companies, at the Closing, purchase and acquire from Selleron a going concern basis, free and clear of all Liens (except for Permitted Liens), all of the business and operations of each of the Companies related to the Business and, except for the Excluded Assets as set forth in Section 1.2 hereof, all of the assets and properties of each of the Companies of every kind and description, wherever located, real, personal or mixed, tangible or intangible, used in connection with the Business as the same shall exist on Schedule 2.1the Closing Date (collectively, the "PURCHASED ASSETS"), including, without limitation, all right, title and interest in of each of the Companies in, to and to all properties, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) (the “Purchased Assets”), including without limitationunder: (ia) all FF&E; (ii) all Receivables; (iii) all Inventory; (iv) All of the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, assets reflected on the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual PropertyBalance Sheet, including without limitation the Intellectual Property described Receivables identified on Schedule 2.1(vi4.21, and those assets acquired subsequent to the Balance Sheet Date, except those assets disposed of or converted into cash after the Balance Sheet Date in the ordinary course of business; (b) All raw materials, supplies, parts, work-in progress, and other materials (including all such materials subject to a consignment relationship) included in the inventory of the Business ("INVENTORY"); (viic) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third partyThe Permits listed in Schedule 4.22; (viiid) The Purchased Contracts identified in Schedule 4.25, as well as all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Depositscontracts-in-process; (ixe) The personal property listed in the Leased Real PropertyAugust 31, 1997 unaudited financial statements of each of the Companies; (xf) The trademarks, trade names, service marks, and copyrights, including but not limited to the names "Aerospace Metals, Inc.", "Aerospace Parts Security, Inc.", "Suis▇▇▇ & ▇lum▇▇▇▇▇▇" ▇▇d "The Suis▇▇▇ Titanium Corporation" and all Books and Records; provided however that Seller shall be entitled to retain a copy abbreviations or derivations thereof (subject to Section 2 which any of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller Companies owns or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including has the right to any proceeds thereunder other than rights under use (and all goodwill associated therewith), registered or unregistered, and the Seller Policies covering Excluded Liabilities which shall be paid applications for registration thereof, and the benefit of patents and applications therefor, and the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or licenses relating to any of the Purchased Assetsforegoing listed in Schedule 4.24 (as further defined in Section 4.24, the "INTELLECTUAL PROPERTY"); (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xix) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the asset.

Purchased Assets. On Subject to and upon the terms and subject to the conditions of this AgreementAgreement and excluding the assets retained by the Seller as set forth in Section 1.1(b) herein (which retained assets include, without limitation, all accounts receivable for services rendered by Seller shallto its customers prior to the Effective Time), at as of the ClosingEffective Time (as defined in Section 1.5 below), the Seller shall sell, transfer, convey, assignassign and deliver, grant and deliver to Purchaserthe Buyer, and Purchaser shall, at the Closing, Buyer shall purchase and acquire from the Seller, free and clear of all Liens liens and encumbrances (except for Permitted Liens as set forth on Schedule 2.1defined in Section 2.8), all right, title and interest in and to all of the properties, rights, interestsassets and business as a going concern, of every kind and nature, real, personal or mixed, tangible or intangible, wherever located, which are owned, leased, licensed or used by Seller in the conduct of its business at the Purchased Offices (as defined below) and intangible assets of Seller the On-Site Business (other than Excluded Assetsas defined below) and which exist at the Effective Time (collectively, the “"Purchased Assets”"), including including, without limitation, the following assets: (i) all FF&Eoffice supplies and similar materials (the "Supplies"); (ii) all Receivablescontracts, agreements, personal property leases, arrangements and/or commitments of any kind, whether oral or written, relating solely to the Purchased Assets, and limited to the geographic area serviced by the Purchased Offices and the On-Site Business, as set forth on Schedule 2.12 attached hereto (the "Contracts"); (iii) all InventoryReal Property Leases (as defined in Section 2.10); (iv) the Purchased Contractsmotor vehicles described on Schedule 1.1(a)(iv) (the “Motor Vehicles”); (v) all patentscustomer lists, copyrightsfiles, trademarks records and service marks documents (whether registered or unregistered)including credit information) relating solely to customers and vendors of the Purchased Assets and limited to the geographic area serviced by the Purchased Offices the On-Site Business and all other business, all names financial and employee books, records, files, documents, reports and correspondence relating to the Purchased Assets, but excluding records relating to accounts receivable, except to the extent required by Sections 2.22 and 7.2(f) herein (and variations thereof), all assumed fictional business names and trade names, including without limitationcollectively, the items set forth on Schedule 2.1(v) hereto"Records"); (vi) all other Intellectual Propertyrights of the Seller, including without limitation if any, under express or implied warranties from the Intellectual Property described on Schedule 2.1(vi)suppliers of the Seller in connection with the Purchased Assets; (vii) all design furnishings, furniture, fixtures, tools, order management machinery, equipment and other management tools, manufacturing tools leasehold improvements owned by the Seller and test equipment, including laboratory testing equipmentrelated to the Purchased Assets, whether located at or not reflected as capital assets in the facilities accounting records of the Seller or (collectively, the facilities of a third party;"Fixed Assets"), as set forth on Schedule 2.8; and (viii) all computers, computer programs, computer databases, hardware and software owned or licensed by the Seller Advance Paymentsand used in connection with the Purchased Assets, Seller Customer Deposits, Seller Customer Prepayments and LC Depositsbut not to include any proprietary software of Seller; (ix) the Leased Real Propertyright to use any forms, processes and solutions developed by and for Stratus and employed by Stratus, prior to the date of Closing, in operating the Purchased Offices and the On-Site Business; (x) all Books municipal, state and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 federal franchises, licenses, authorizations and permits of the Noncompetition Agreement executed by Seller)Seller which are necessary to operate or are related to the Purchased Assets; (xi) to the extent transferableall prepaid charges, all Licenses from any Governmental Authority deposits, sums and fees of Seller relating to the operation of the BusinessPurchased Assets, as set forth on Schedule 1.1(a)(xi); (xii) all claims and rights in and sponsorship of Seller related to or arising from the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans;Purchased Assets; and (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any goodwill of the Purchased Assets; (xv) all telephone Offices and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the On-Site Business; and (xix) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the asset.

Purchased Assets. On Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall, at the Closingand shall cause its Specified Affiliates to, sell, transfer, convey, assign, grant lease and deliver to Purchaser and/or one or more Affiliates or, with respect to the Conquest, the nominee of Purchaser (as designated by Purchaser), and Purchaser shall, and shall cause any such designated Affiliate or, with respect to the Conquest, such nominee to, purchase, acquire and accept from Seller all of Seller's and the Specified Affiliates' right, title and interest in all of the (y) fixed assets located at the Facilities and (z) other properties, assets, rights, claims and contracts (collectively, the "Purchased Assets") primarily used in (or intended to be primarily used in) or primarily related to Seller's business of producing, marketing, distributing and selling portland cement and coarse construction aggregates (as customarily performed by Seller prior to the Closing, purchase and acquire ) at or from Sellerthe Facilities (the "Business"), free and clear of any and all Liens (except as set forth on Schedule 2.1)other than Permitted Liens) and excluding the Excluded Assets. Without limiting the generality of the foregoing, the Purchased Assets shall include (other than Excluded Assets) all right, title and interest in and to all propertiesthe following assets, rights, interests, tangible properties and intangible assets contracts of Seller (other than Excluded Assets) (and its Specified Affiliates as of the “Purchased Assets”), including without limitationClosing Date: (i) all FF&Ethe Inventory for which title of ownership has not passed from Seller to its customers prior to the Closing; (ii) all Receivablesprepaid expenses, prepaid Taxes, advance payments, deposits and prepaid items, including prepaid interest and deposits with lessors, suppliers or utilities, to the extent related to the Business; (iii) all InventorySeller's and Seller's Affiliates' accounts receivable primarily arising out of and primarily related to the conduct of the Business and outstanding as of the Closing, other than the Intracompany Receivables ("Accounts Receivable"); (iv) the Purchased ContractsOwned Real Property, including, to the extent of Seller's or its Specified Affiliates' rights, titles and interests therein, all mineral rights appurtenant to the Owned Real Property, all buildings, structures, fixtures and other improvements located thereon and all easements, rights-of-way and other rights and interests appurtenant thereto; (v) all patentsequipment, copyrightsmotor vehicles and other tangible personal property owned or leased by Seller and/or a Specified Affiliate, trademarks as the case may be, and service marks located on the Real Property or used primarily in the conduct of the Business as presently conducted, including all vehicles (whether registered or unregisteredboth plant and delivery), all names office furniture, and operating and other supplies (and variations thereofincluding fuel), all assumed fictional business names tools, repair parts and trade namesspare parts located at the Facilities, including without limitationthose assets listed in Section 2.1(a)(v) of the Seller Disclosure Schedule (collectively, the items set forth on Schedule 2.1(v) hereto"Tangible Personal Property"); (vi) subject to receipt of any required contractual consents, all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi)Assumed Leases; (vii) subject to receipt of any required contractual or governmental consents and, with respect to the Challenger Agreements, Purchaser satisfying its obligations under Section 6.15, all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third partyAssumed Contracts; (viii) other than the Charlevoix Landfill Operating License, all Permits issued to Seller Advance Paymentsor its Specified Affiliates in connection with its operation of the Business or its ownership, possession, occupancy or use of any of the Purchased Assets, including those Permits listed in Section 2.1(a)(viii) of the Seller Customer Deposits, Seller Customer Prepayments and LC DepositsDisclosure Schedule; (ix) all claims and rights of action, including warranty, indemnification and other rights (including performance guarantees and, except as set forth in Section 6.10, rights to insurance proceeds) (to the Leased Real Propertyextent transferable), in each case to the extent primarily relating to the ownership or operation of, or primarily used for the conduct of, the Business or the Purchased Assets, but excluding (A) any of the foregoing that exclusively relate to any Excluded Liabilities, (B), except as set forth in Section 6.10, any claim for reimbursement under insurance policies for losses or damages suffered or incurred with respect to the Business or any Purchased Assets prior to the Closing Date and (C) those referred to in Sections 2.1(b)(xv) and 2.1(b)(xvii); (x) all Books originals (or if originals are unavailable, copies) of (A) the Assumed Contracts and Recordsother documents that constitute an Assumed Liability, and (B) all other books of account, records, files, customer and supplier lists, price lists, vessel records and logs and correspondence (including that on microfiche and computer tapes and disks) primarily associated with, or used by Seller in the operation, ownership or use of, the Facilities or the ownership, use, possession or occupancy of any of the Purchased Assets, but specifically excluding records that are a part of Seller's accounting system; provided however that Seller shall be entitled to retain a copy thereof (may, subject to Section 2 6.16, retain one copy of the Noncompetition Agreement executed by Sellerany such items listed in clauses (A) and (B) of this Section 2.1(a)(x); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation goodwill of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and creditssubject to Purchaser satisfying its obligations under Section 6.15, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit PlansConquest; (xiii) subject to receipt of contractual consents from the applicable union, to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the ShareholdersAssumed Collective Bargaining Agreements; (xiv) all guarantees, warranties, indemnities Real Property Tax Returns and similar rights sales Tax Returns specified in favor of Seller or any Section 2.1(a)(xiv) of the Seller Disclosure Schedule and related workpapers to the extent exclusively related to the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of Assets or the Business; and (xixxv) all other tangible or intangible property, rights and the assets of Seller other than Seller Claims. With respect to any Purchased Asset both (idescribed in Section 2.1(a)(xv) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetSeller Disclosure Schedule.

Purchased Assets. On the terms Seller hereby sells, conveys, assigns and subject delivers to the conditions of this Agreement, Seller shall, at the Closing, sell, transfer, convey, assign, grant and deliver to Purchaser, and Purchaser shall, at the Closing, purchase and acquire from SellerBuyer, free and clear of all Liens (except as set forth on Schedule 2.1)Encumbrances, all right, title and interest of Seller in and to all propertiesmethods, technologies, equipment, resources, rights, interestsand Intellectual Property exclusively or primarily used or relating to Seller’s current operations in the GeneFunction Factory and in the Non-Compete Field, tangible including without limitation the following: (a) All assets reflected and/or described on the asset list attached as Schedule 2.1(a) and intangible all other assets of Seller (other than Excluded Assetsa lesser value and not included on such Schedule 2.1(a) (including, for example, assets exclusively or primarily used or relating to Seller’s current operations in the GeneFunction Factory and in the Non-Compete Field that are fully depreciated that are not listed on such Schedule 2.1(a) and certain consumable assets) (collectively, the “Purchased Specified Tangible Assets”), including without limitation:. (ib) all FF&E; (ii) all Receivables; (iii) all Inventory; (iv) All of Seller’s owned Intellectual Property relating to the Purchased Contracts; (v) all patentsGeneFunction Factory and the Non-Compete Field, copyrightsand any other transgenic plant applications, trademarks and service marks (whether registered in each case in existence at the time of Closing or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, having a Conception Date on or before the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual PropertyMay Transition Date, including without limitation the Intellectual Property described listed on Schedule 2.1(vi2.1(b);, including the patents and patent applications set forth therein (collectively, the “Transferred Intellectual Property”). (viic) All business records and other documents, discs, tapes and other records of Seller, relating to services previously provided to Buyer by Seller under the Existing Contract, including (but not limited to) all design toolsbids, order management contracts, supplier records, drawings, designs, specifications, process information, performance data, software, programs, and other management toolsinformation or data related to the business and operations of Seller solely in the Buyer’s Field, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities but excluding original copies of the accounting and corporate books of Seller, which books Seller will retain and permit Buyer access to or, in the event Seller desires to dispose of such books, will turn over to Buyer. Notwithstanding the foregoing, Seller shall be allowed to maintain copies of all such business records for the sole purpose of complying with the requests of any Governmental Body or the facilities of a third party;its auditing firm. (viiid) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits;The Royalty Buy-Out Option as included in Section 4.2 of the Existing Contract Amendment. (ixe) the The Leased Real Property;. (xf) all Books All Seller’s data and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to materials and other Intellectual Property and project technology developed and delivered under the Existing Contract, as specified in Section 2 of the Noncompetition Agreement executed by Seller);2.8 below. (xig) to the extent transferableAll other claims, all Licenses from any Governmental Authority relating to the operation rights and causes of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content action with respect to Internet websitesthe Non-Compete Field from and against parties other than Seller, including such content in its electronic form;liquidated or unliquidated. (xviih) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xix) all other tangible or intangible property, rights and The purchased assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above Section 2.1 and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option licensed assets described in Section 2.2 below collectively shall either (x) expressly accept such asset and assume be referred to as the related Liabilities or (y) reject such asset as a Purchased Asset, in which case “Acquired Assets.” Seller hereby agrees that it shall remain an asset of Seller, provided, execute and deliver to Buyer such assignment and conveyance documents that in no event Buyer reasonably requests to effectuate the transactions contemplated hereby. The Acquired Assets shall Purchaser assume or be deemed to assume any not include those assets listed on Schedule 2.1(h) hereto (the “Excluded Liabilities hereunder unless it expressly accepts the assetAssets”).

Purchased Assets. On Subject to the terms and subject to the conditions of this Agreement, Seller shall, at the Closing, Seller shall sell, convey, transfer, convey, assign, grant assign and deliver to Purchaser, and Purchaser shall, at the Closing, shall purchase and acquire from Seller, free and clear of all Liens (except as set forth on Schedule 2.1)Encumbrances other than the Assumed Liabilities, all of Seller’s right, title and interest in and to all propertiesof the following (collectively, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) (the “Purchased Assets”): (a) All Program Technology, and all rights to ▇▇▇ for or assert claims against and remedies against past, present or future infringements of any or all of the Program Technology and rights of priority and protection of interests therein and to retain any and all amounts therefrom except any Excluded Assets; (b) All Contracts that are set forth on Schedule II (the “Transferred Agreements”); (c) Seller’s interest in and to any Program Therapy material, including without limitation:starting materials, intermediates and reference standards for and Program Therapy stock on hand; and (d) All of Seller’s data, records, files, manuals and other documentation that embody the Program Technology or the Transferred Agreements, including: (i) all FF&E; studies, reports, publications, correspondence and other similar documents and records, whether in electronic form or otherwise; (ii) all Receivables; regulatory submissions and any amendments thereto prepared in connection with the Program Therapy and all related materials and documentation including regulatory correspondence, tracking files, meeting minutes and strategy materials; and (iii) all Inventory; (iv) the Purchased Contracts; (v) all patentsfiles, copyrightsdocuments, trademarks correspondence, and service marks (whether registered records of attorneys or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities consultants of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation prosecution of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding mediaProgram Patents, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during but excluding Seller’s operation data, records, files, manuals or other documentations related to non-Program Therapies; in each case, excluding the Excluded Assets. The delivery of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which all Purchased Assets in a physical form shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including made at such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xix) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset place as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetdesignated by Purchaser.

Purchased Assets. On the terms and subject to the conditions of this Agreement, Seller shallAgreement (including Article VII), at the ClosingClosing (or such other date and time as expressly set forth in this Agreement), simultaneously with the payment of the Closing Date Payment, the Seller shall sell, transfer, convey, assign, grant convey and deliver to Purchaser, and Purchaser shall, at the Closing, purchase and acquire from SellerBuyer, free and clear of all Liens Encumbrances (except as set forth on Schedule 2.1other than Permitted Encumbrances), and Buyer shall purchase and accept from the Seller, all rightof the Seller’s rights, title and interest in and to all propertiesthe following specific assets, rightsbut excluding any Excluded Assets (collectively, interests, tangible and intangible assets of Seller (other than Excluded Assets) (the “Purchased Assets”), including without limitation:): (i) all FF&EClosing Date In-Process Mortgage Loans and Subsequent In-Process Mortgage Loans (and the Closing In-Process Mortgage Loan Data and Subsequent In-Process Mortgage Loan Data, as applicable, related thereto), in each case, pursuant to Section 2.1(b); (ii) all Receivablesthe leases listed on Schedule 2.1(a)(ii) of the Seller Disclosure Schedules with respect to the Leased Real Property (the “Leases”); (iii) all Inventoryof the equipment, furniture and other tangible personal property, including fixtures, firewalls, network routers, network switches, wireless access points, televisions, computer monitors, docking stations, keyboards and computer mice, that is (A) located at the Leased Real Properties, or (B) used directly by the Business Employees, to the extent reasonably required for the operation of the Business as of the Closing Date, in each case of (A) and (B), including those items listed on Schedule 2.1(a)(iii) of the Seller Disclosure Schedules (the “Net Book Value Assets”); (iv) the Purchased Contracts listed on Schedule 2.1(a)(iv) of the Seller Disclosure Schedules (together with the Leases, the “Acquired Contracts”) and any security deposits related thereto; (v) all patents, copyrights, trademarks Books and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) heretoRecords; (vi) all other Intellectual Property, including without limitation Receivables of the Intellectual Property described on Schedule 2.1(vi)Seller to the extent that they relate to any of the Purchased Assets; (vii) all design toolsdeposits (including security for rent, order management electricity, telephone or otherwise) and other management tools, manufacturing tools prepaid charges and test equipment, including laboratory testing equipment, whether located at expenses to the facilities of extent related to the Seller or the facilities of a third partyPurchased Assets; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments guarantees and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 warranties of the Noncompetition Agreement executed by Seller); (xi) third-parties to the extent transferable, all Licenses from any Governmental Authority relating related to the ownership of the Purchased Assets or the operation of the Business; (xiiix) all rights in the telephone and sponsorship facsimile numbers listed on Schedule 2.1(a)(ix) of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation Seller Disclosure Schedules; (x) solely to the Assumed Benefit Plans and extent transferrable, all Books and Records Seller Permits used or held for use by the Seller in connection with its occupancy of the Assumed Benefit PlansLeased Real Properties; (xi) Non-Income Tax Returns and Non-Income Tax records that are primarily related to the Purchased Assets or the Business; (xii) any amounts collected from borrowers in connection with underwriting and originating the In-Process Mortgage Loans (the “Collected Loan Fees”); and (xiii) all claims and causes of action of the Seller against any third Person to the extent transferable, all insurance policies held by Seller (A) directly related to the ownership and use of the foregoing Purchased Assets and (B) separate and distinct from any claim or that may have been issued cause of action related to Seller and in effect at any time during Excluded Asset or the Seller’s operation of businesses other than the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xix) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the asset.

Purchased Assets. On Except as specifically excluded in Section 1.1(b) hereof, the terms Purchased Assets shall include the following assets, properties and subject to rights of Seller used in or useful for the conditions Business: (i) all of this Agreement, Seller shall, at the Closing, sell, transfer, convey, assign, grant and deliver to Purchaser, and Purchaser shall, at the Closing, purchase and acquire from Seller, free and clear of all Liens (except as set forth on Schedule 2.1), all right's rights, title and interest in and to all properties, rights, interests, tangible the Lucent Switch and intangible assets of Seller (other than Excluded Assets) (the “Purchased Assets”), including without limitation: (i) all FF&ENetwork; (ii) all Receivablesequipment, automobiles, machinery, networks, switches, furniture, fixtures, tools, devices and improvements owned or leased by Seller and used in connection with or useful for the Business (collectively, the "Fixed Assets"); (iii) all Inventoryof Seller's rights to customer lists, distributor lists, and other documentation or analyses of Seller's customer relationships, all business and data files and other general administrative records, all accounting systems and related records, all employee records, all books and files, all marketing files, product photographs, sales literature, warranty records and all other business records used in or relating to the Business (the "Records"); (iv) the Purchased Contractsall of Seller's inventories of products, supplies and materials, including inventory in transit and any previously produced systems or parts of systems returned or not sold ("Inventory"); (v) all patentsfederal, copyrightsstate and local governmental licenses, trademarks permits, approvals and service marks (whether registered or unregistered)authorizations relating to the Assets, all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, to the items set forth on Schedule 2.1(v) heretoextent transferable; (vi) all other Intellectual Propertydiagrams, including without limitation plans, designs, schemes or similar items relating to the Intellectual Property described on Schedule 2.1(vi)Assets; (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third partySeller's accounts receivable arising from operations; (viii) all trade names, trademarks, goodwill, rights of Seller Advance Paymentsunder any lease, Seller Customer Depositscontract or agreement (including, Seller Customer Prepayments without limitation, any and LC Depositsall rights of way), and other intangible property owned by Seller; (ix) all of Seller's real property, if any, and all improvements located thereon (the Leased "Real Property;"); and (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 other assets, tangible or intangible, owned by Seller. All of the Noncompetition Agreement executed by Seller); (xiassets described in Sections 1.1(a) are hereinafter sometimes referred to as the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the "Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xix) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the asset".

Purchased Assets. On Pursuant to the terms and subject to the conditions of set forth in this Agreement, on the Closing Date herein below provided for but effective as of the Effective Date, Seller shallhereby agrees to sell, at the Closing, sellgrant, transfer, convey, assign, grant assign and deliver to PurchaserBuyer, and Purchaser shall, at the Closing, Buyer agrees to purchase and acquire from Seller, free and clear all of all Liens (except as set forth on Schedule 2.1), all right, title and interest in and to all the properties, rightsassets and rights owned, interestsused, acquired for use, or arising or existing in connection with the Business, whether tangible or intangible, and intangible assets of Seller whether or not recorded on Seller’s books and records, except for and excluding the Retained Assets provided for in Section 1.2 below (other than Excluded Assets) (all the foregoing being collectively referred to as the “Purchased Assets”). The Purchased Assets shall include, including without limitationbut not be limited to, the following: (iA) all FF&E; All rights of Seller under its occupancy lease (iithe “Facilities Lease”) all Receivables; covering the premises known as ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (iii) all Inventory; (iv) the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered“Leased Premises”), all names (a true and variations thereof), all assumed fictional business names and trade names, including without limitation, complete copy of the items set forth on Facilities Lease being included at Schedule 2.1(v1.1(A) attached hereto; (viB) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities All of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; Seller’s (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records vehicles used in connection with the Assumed Benefit Plansconduct of the Business (“Vehicles”), (y) furniture, furnishings, fixtures, equipment, machinery, trade fixtures, leasehold improvements, computers, computer discs, telephone systems and security systems (“Equipment”), and (z) supplies, training and course materials, computer training kits and manuals, catalogs, advertising copy and other properties of a similar type used or held for use in the conduct of the Business (“Inventory” and, together with the Vehicles and Equipment, the “Tangible Personal Property”), a listing of all of which is included at Schedule 1.1(B) attached hereto; (xiiiC) All of Seller’s (u) telephone and facsimile numbers, (v) permits and other governmental authorizations pertaining to the Business, to the extent transferablesuch authorizations may legally be assigned (“Governmental Permits”), (w) goodwill with customers, vendors or prospective customers, and all insurance policies held customer lists, relating to the conduct of the Business (“Goodwill”), (x) security or similar deposits relating to the Business (“Deposits”), (y) prepaid advertising (inclusive of yellow page advertising), prepaid expenses and other prepayments relating to the conduct of the Business (“Prepayments”), and (z) all other intangible assets relating to the Business or any of the Purchased Assets (the foregoing being collectively called the “Intangible Personal Property”), a listing of all of which is included at Schedule 1.1(C) attached hereto; (D) All of Seller’s software (including rights under Seller’s software licenses), including SAGE accounting software, and other software used in the conduct of the Business (“Software”), but excluding the CMS software otherwise provided for in the Franchise Agreement (as defined in Section 3.5(B)), a listing of the Software being included at Schedule 1.1(D) attached hereto; (E) All of Seller’s accounts and notes receivable, and other rights to receive payment, from customers, employees or others arising from the conduct of the Business (“Receivables”), a listing of all of which (showing, as to each, the name of the account debtor, the amount owed and an aging schedule thereof) is included at Schedule 1.1(E) attached hereto; (F) All rights of Seller under any agreements or contracts (“Assigned Contracts”) which (i) were entered into in the ordinary course of the Business by Seller (excluding those entered into with respect to employment of any person, insurance agreements and other agreements of a nature and character as relate exclusively to any of the Retained Assets or that Retained Liabilities), (ii) were entered into in the ordinary course of the Business with customers or prospective customers which benefit the Business from and after the Effective Date, including, but not limited to, computer training center agreements, rights to receive payment from customers for services to be performed and invoiced after the Effective Date, rights to payment with regard to coupon sales and redemptions, PC Club sales, corporate technical club sales or applications, and future training classes (“Customer Contracts”), and (iii) at the election of Buyer (which Buyer may have been issued make by delivery of a writing to Seller and in effect Parent at any time during Seller’s operation of before or after the BusinessEffective Date), including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid agreements entered into by Parent for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights Business consistent with practices employed in favor the operations of Seller or any other affiliates of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect Parent conducting businesses similar to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xixG) all other tangible or intangible propertySeller’s book and records, rights books of account, files, invoices, accounting records, and assets of Seller other than Seller Claims. With respect correspondence relating to any Purchased Asset both of the foregoing (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the asset“Records”).

Purchased Assets. On The “Purchased Assets” are all of the terms assets, properties and subject rights as used in, relating to or arising from the conditions conduct of this Agreementthe Business other than the Excluded Assets (as defined below) including the following: (a) All office furnishings, Seller shalldisplay racks, at shelves, decorations, equipment, telephone and telecopy numbers, fixtures and supplies used in the ClosingBusiness; (b) All leaseholds, sellleasehold improvements, transfer, convey, assign, grant and deliver to Purchaserfixtures, and Purchaser shallother appurtenances in the leased premises at ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at the Closing▇▇▇▇▇ ▇▇▇, purchase and acquire from Seller▇▇▇▇▇ ▇▇▇▇▇▇▇, free and clear of all Liens (except as set forth on Schedule 2.1), all right, title and interest in and to all properties, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Purchased AssetsPremises”), including without limitation:. (ic) All inventory located at the Premises or in transit to the Premises, if any. (d) All customer files, all FF&Elists of customers, suppliers and vendors, all rights and claims under customer contracts, orders, service agreements, purchase orders, and other similar commitments, if any; (iie) Any and all Receivablesdocuments and records relating to the Purchased Assets or the operations or products of the Business (including historical costing and pricing data), and employment and personnel records for any employees of the Business who are retained by the Purchaser; (iiif) all Inventory; (iv) Rights under contracts, licenses, instruments or other agreements relating to the Purchased Contracts; (v) all patentsBusiness, copyrightsif any, trademarks and service marks (whether registered or unregistered)including, all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, those certain franchise agreements with all of the items set forth franchisees of Seller and listed on Schedule 2.1(v1.2 attached hereto and incorporated by reference herein (collectively, the “Franchise Agreements”) hereto; and that certain lease and any amendments for the Premises with Coneca Properties, Ltd. (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi“Lease”); (viig) all design toolsAll information systems, order management programs, software, websites, URLs domain names and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at documentation thereof which are used or intended to be used in the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation conduct of the Business; (xiih) all rights in All permits, licenses, franchises, product registrations, filings, authorizations, approvals, and sponsorship indicia of authority, if any, that are transferable to conduct the operations of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit PlansBusiness; (xiiii) All other assets, properties, rights, and claims related to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on Business which arise in or from the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholdersconduct thereof; (xivj) all guarantees, warranties, indemnities and similar rights in favor of Seller or any Accounts Receivable existing as of the Purchased AssetsClosing Date, including, but not limited to, amounts due and valid claims against students of the Business for goods or services delivered or rendered or goods to be delivered or rendered in the ordinary course of business; (xvk) all telephone Cash, cash equivalents and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Businessmarketable securities; and (xixl) all other tangible or intangible propertyContracts of insurance for employee group medical, rights dental and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheetlife insurance plans, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetany.

Purchased Assets. On the terms and subject to the conditions of set forth in this Agreement, Buyer shall purchase from Seller, and Seller shall, at the Closing, shall sell, transfer, convey, assign, grant transfer and deliver to PurchaserBuyer on the Closing Date, all of Seller’s assets and properties located at the retail locations set forth on the Leased Real Property Schedule (the “Purchased Stores”), all of Seller’s inventories of goods, packaging materials and supplies to be sold at the Purchased Stores whether located at the Purchased Stores, the Warehouse or in transit to or from the Purchased Stores or the Warehouse and all other assets, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller, including goodwill and other intangible assets of Seller, and Purchaser shall, at exclusively used in the Closing, purchase business Seller operates under the names “Levi’s Outlets by Designs” and acquire from Seller“Docker’s Outlet by Designs” (the “Purchased Assets”), free and clear of all Liens (except as set forth on Schedule 2.1), all right, title and interest in and to all properties, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) (the “Purchased Assets”Permitted Liens), including without limitationthe following: (i) all FF&E“register cash” at the Purchased Stores in an amount as is necessary to open the Purchased Stores on the day after the Closing Date, determined by reference to the historical practices of the Business, which in any event shall not be less than $1,000 in each of the Business’ stores (“Register Cash”); (ii) all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (v) all patents, copyrights, trademarks promotional allowances and service marks (whether registered or unregistered), all names (vendor rebates and variations thereof), all assumed fictional business names and trade names, including without limitation, the similar items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses arising from any Governmental Authority relating to the operation of the Business; (iii) all finished goods inventories, raw materials, packaging materials, work in process, consigned goods and finished goods (including warehoused inventories and inventories covered by purchase orders) of the Business, wherever located (including the Warehouse), including consignment inventory and inventory on order for or in transit to or from Seller (collectively, the “Inventory”); (iv) all of Seller’s right, title and interest in the following that are owned by, issued to, licensed to or used by Seller and are a part of Designs, along with all of Seller’s interest in income, royalties, damages and payments accrued, due or payable as of the Closing Date or thereafter (including damages and payments for past, present or future infringements or misappropriations thereof, the right to ▇▇▇ and recover for past infringements or misappropriations thereof and any and all corresponding rights that, now or hereafter, may be secured throughout the world): patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice) and any reissue, continuation, continuation-in-part, division, extension or reexamination thereof; trademarks, trade names, service marks and trade dress (including any and all rights in the “Designs” name), together with all goodwill associated therewith, and all translations, adaptations, derivations and combinations of the foregoing (and all logos related to the foregoing); copyrights and copyrighted works; Internet domain names; and all registrations, applications and renewals for any of the foregoing; trade secrets and other Confidential Information, including ideas, know-how, related processes and techniques, research and development information, drawings, specifications, designs, plans, proposals and technical data and manuals; computer software (including data and related documentation); and all other intangible properties and rights relating to the Business; in each case including the items set forth on the attached Proprietary Rights Schedule (collectively, the “Proprietary Rights”); (v) all agreements, contracts, or other binding arrangements of Seller identified on the attached Assumed Contracts Schedule (collectively, the “Assumed Contracts”); (vi) all leasehold improvements located at the properties set forth on the Leased Real Property Schedule, and all machinery, equipment (including all vehicles, testing equipment and office equipment), fixtures, trade fixtures, computers and related software, and furniture located at the properties set forth on the Leased Real Property Schedule; (vii) all office supplies, production supplies and other supplies, spare parts, other miscellaneous supplies and other tangible property of any kind exclusively used in the Business and located at the properties set forth on the Leased Real Property Schedule or in the Warehouse; (viii) all prepayments and prepaid expenses, employee advances and security deposits that are a part of the Business or, other than insurance premiums or contributions to Seller’s benefit plans (including its 401(k) plan), which relate to the Transferred Employees; (ix) all claims, refunds, credits, causes of action, choices in action, rights of recovery and rights of set-off of any kind relating to the Purchased Assets or arising from the operation of the Business; (x) the right to receive and retain mail and other communications relating to the Purchased Assets or the operation of the Business except to the extent the same relate to Excluded Assets in which case Seller shall promptly furnish a copy (or if oral, a detailed description) of such mail or other communication to Buyer; (xi) all lists, records and other information pertaining to accounts and referral sources exclusively of Designs; all lists, records and other information pertaining to suppliers and customers exclusively of Designs; and all drawings, reports, studies, plans, books, ledgers, files and business and accounting records of every kind exclusively relating to Designs (including all financial, business, sales and marketing plans and information); in each case whether evidenced in writing, electronic data, computer software or otherwise, and in each case subject to Buyer’s commitment to retain such records and information for a period of not less than seven years and, at Seller’s reasonable request based on its business needs and except in the case where such lists, records or other information could be used to compete with Buyer or Buyer’s Affiliates, to provide Seller with access thereto and the opportunity to make copies thereof from time to time for reasonable purposes; (xii) all rights in advertising, marketing and sponsorship of the Assumed Benefit Plans and any associated funding mediapromotional materials, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans all archival materials and all Books and Records in connection with the Assumed Benefit Plansother printed or written materials relating to Designs; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued the same relate to Seller and in effect at any time during Seller’s operation of the Business, all permits, licenses, certifications, authorizations, approvals and similar rights from all permitting, licensing, accrediting and certifying agencies (including without limitation, all of the foregoing listed or described on the Leased Real Propertyattached Permits Schedule, including and the right rights to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholdersall data and records held by such agencies; (xiv) all guarantees, warranties, indemnities goodwill of Designs as a going concern and similar rights in favor all other intangible property of Seller or any of the Purchased AssetsDesigns; (xv) all telephone proceeds under insurance policies and facsimile numbers, post office boxes, and bank accounts rights of recovery relating to the Purchased Assets or assets that would be Purchased Assets but not the cash contained therein that is an Excluded Asset;for damage or destruction to such asset; and (xvi) all domain names other properties, assets and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill rights owned by Seller as of the Business; and (xix) all other tangible Closing Date, or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain Seller has an asset of Sellerinterest, provided, that which are used exclusively in no event shall Purchaser assume or be deemed to assume any Designs and which are not otherwise Excluded Liabilities hereunder unless it expressly accepts the assetAssets.

Purchased Assets. On the terms and subject to the conditions of set forth in this Agreement, Seller shall, at the Closing, Seller shall sell, transfer, convey, assign, grant assign and deliver to Purchaser, Buyer and Purchaser shall, at the Closing, Buyer shall purchase and acquire from Seller, free and clear of all Liens (except as set forth on Schedule 2.1), all right, title and interest in and to all propertiesof Seller’s assets which are owned or used in its operation of the Business, rightsand rights of every nature, interests, tangible kind and intangible assets description wheresoever located and whether or not reflected on the books and records of Seller (other than Excluded Assetsexcluding only those assets set forth in Section 2.2) including, without limitation, the following (all of which being hereinafter collectively referred to as the “Purchased Assets”), including without limitation) free and clear of all Encumbrances other than Permitted Encumbrances: (i1) all FF&Eright, title and interest of Seller in and to the following products: FTP for Breast MR, ProStream, Theramap (collectively, the “CAD Products”); (ii2) all ReceivablesIntangibles owned by Seller or used in connection with the Business and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the Laws of all jurisdictions; (iii3) all of Seller’s machinery, equipment, supplies and all other items of Tangible Property used in the Business; (4) all of Seller’s Inventory; (iv) the Purchased Contracts; (v5) all patentsrights, copyrights, trademarks powers and service marks (whether registered or unregistered), all names (privileges in and variations thereof), all assumed fictional business names and trade names, including without limitation, the items to those Contracts set forth on Schedule 2.1(v) hereto; 2.1(5),each of which has been entered into in connection with the operation or conduct of the Business (vi) all other Intellectual Propertycollectively, including without limitation the Intellectual Property described on Schedule 2.1(vi“Assumed Contracts”); (vii6) all design toolsof Seller’s records relating to the Business, order management including, correspondence, employment records for the Transferred Employees, production records, property records, research and development files, customer, vendor, supplier, contractor and service provider lists and records, technical files for the CE ▇▇▇▇ and FDA approved products and copies of official notifications that the CE ▇▇▇▇ and FDA clearances have been achieved and other management tools, manufacturing tools records and test equipment, including laboratory testing equipment, whether located at files of or relating to the facilities of the Seller Business or the facilities Purchased Assets (but excluding employment (other than those of a third party; (viiiTransferred Employees) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Selleraccounting records); (xi7) all prototypes, archive files, physical designs, advertising and promotional materials and other similar items used in or related to the extent transferableBusiness that are not Intangibles or Excluded Assets (as hereinafter defined); (8) all of Seller’s prepayments, prepaid expenses, deferred charges, advances, escrows and deposits under any Assumed Contract; (9) the name “CAD Sciences”; (10) all Licenses from any Governmental Authority rights, benefits and interests relating to or arising out of any warranty, express or implied, issued in connection with the operation conduct of the Business; (xii11) all insurance benefits, including rights in and sponsorship proceeds, arising from or relating to the Purchased Assets or the Specified Liabilities (as hereinafter defined) prior to the Closing Date; (12) all of Seller’s Proceedings, demands and other legal rights and remedies, whether or not known as of the Assumed Benefit Plans Closing, relating to Seller’s ownership of the Purchased Assets and/or the Business, but excluding claims against Buyer with respect to the transactions contemplated herein; and (13) all other rights, interests, assets and any associated funding mediaitems of personal property, assetstangible or intangible (including goodwill), reserves and creditsowned, used by or accruing to the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records Seller in connection with the Assumed Benefit Plans; (xiii) operation or conduct of the Business or necessary to enable Buyer to continue the extent transferable, all insurance policies held operation or conduct of the Business substantially as operated or conducted by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xix) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on immediately before the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetDate.

Purchased Assets. On Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall, at the Closing, shall sell, transfer, convey, assign, grant convey and deliver to Purchaser, and Purchaser shall, at the Closing, shall purchase and acquire from Seller, on a going concern basis, free and clear of all Liens Encumbrances (except as for those Encumbrances set forth on Schedule 2.1), good and marketable title to all of the Business and operations of Seller and the goodwill associated therewith and all right, title, and interest in, to and under all of the assets (other than the Excluded Assets) and properties of Seller of every kind and description, wherever located, real, personal or mixed, tangible or intangible, used in connection with the Business as the same shall exist on the Closing Date (herein collectively called the "Purchased Assets"), including, but not limited to, all right, title and interest of Seller in, to and under: (a) the Current Assets (other than the amount of cash set forth on Schedule 1 which shall be retained by the Seller (the "Retained Cash")); (b) all transferable governmental approvals, authorizations, consents, licenses, orders, franchises, and other permits of all Governmental Authorities owned, held, or utilized by Seller in connection with the Business, including the Governmental Authorizations listed on Schedule 4.18; (c) the machinery, equipment, Tooling, vehicles (except to the extent that they constitute Excluded Assets), office equipment, furniture, fixtures, computer hardware and software and other personal property of every kind and description, owned, leased, or held by Seller, including the Tangible Property listed or referred to on Schedule 4.15; (d) all Intellectual Property (and all goodwill associated therewith), and the agreements, contracts, licenses, sublicenses, assignments and indemnities listed on Schedule 4.19, including the right to ▇▇▇ for and seek remedies against past, present, and future infringements thereof; (e) all raw materials, work in process, supplies, spare parts, and shipping and packing materials; (f) the Material Agreements and the leases, contracts, agreements, understandings, licenses, supply and distribution agreements, commitments, orders, or purchase orders with respect to the Purchased Assets not required by the terms of Section 4.27 to be listed or described in a schedule to this Agreement; (g) all of Seller's rights, claims or causes of action of whatever nature, contingent, or otherwise against third parties relating to the Purchased Assets or the Business arising out of transactions occurring prior to the Closing Date; (h) all books, records, files, and papers (including all data and other information stored on discs, tapes or other media) of Seller relating to the Business, including without limitation engineering or manufacturing information, lists of present of former suppliers, lists of present and former customers, personnel and employment records, and any information relating to Taxes imposed on the Purchased Assets; (i) all sales, promotion, advertising, and marketing materials of whatever form or nature owned or licensed by the Seller relating to the Business or the Purchased Assets; (j) all corporate names, including the name "Benefoot", telephone, telex and telephone facsimile numbers and other directory listings and Internet and other electronic addresses utilized in connection with the Business; (k) the exclusive right of Purchaser to represent itself as carrying on the Business in continuation thereof; (l) all right, title and interest in and to all properties, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) (the “Purchased Assets”), including without limitation: (i) all FF&EOffice Lease; (iim) all Receivablesthe security deposit relating to the Office Lease; (iiin) all Inventory; (iv) goodwill and all other rights, properties, and assets of any kind or character whatsoever directly or indirectly relating to the Purchased Contracts; (v) all patentsconduct of the Business, copyrightswhether tangible or intangible, trademarks and service marks (whether registered owned, licensed, or unregistered)held by the Seller, all names (and variations thereof)including, all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the full benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guaranteesthird party representations, warranties, indemnities guarantees, indemnities, undertakings, certificates, covenants, agreements and similar rights in favor the like and all security received by the Seller for the purchase or other acquisition of Seller or any part of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxesexcept to the extent such rights, and bank accounts but not the cash contained therein that is properties, or assets comprise a part of an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes Asset or are expressly excluded by the terms of action against any Person; (xviii) all goodwill of the Business; and (xix) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetthis Agreement.

Purchased Assets. On the terms Except as otherwise provided below, on and ---------------- subject to the conditions of terms established in this Agreement, Buyer hereby agrees to purchase from Sellers, and each Seller shall, at the Closing, hereby agrees to sell, transfer, convey, assign, grant transfer and deliver on the Closing Date to Purchaser, and Purchaser shall, at the Closing, purchase and acquire from SellerBuyer, free and clear of all Liens (Encumbrances of any kind, except for Permitted Exceptions and as set forth on Schedule 2.1)otherwise specified herein, all of the right, title and interest of such Seller in and to all of the properties, rights, interestsassets and rights of such Seller of any kind, tangible and intangible assets of Seller intangible, and wherever located, exclusively used in or relating exclusively to the Business as a going concern, except the Excluded Assets (other than Excluded Assets) (collectively, the “"Purchased Assets”"), including without limitation. The Purchased Assets shall include but shall not be limited to the following as the same shall exist on the Closing Date: (i) all FF&EAll Owned Real Estate set forth in Schedule 5.8 hereto; (ii) all ReceivablesAll leases (of real and personal property), contracts, licenses, Permits, distribution arrangements, sales and purchase agreements, other agreements and business arrangements (including deposits made by a Seller pursuant thereto), to the extent assignable pursuant to which any Seller enjoys a right or benefit solely in connection with the Business, whether oral or written, other than an Excluded Contract (the "Assumed Contracts"); (iii) all Inventory; All machinery, equipment, furniture, tools, computers, office equipment, business machines, telephones and telephone systems owned by a Seller located at the Owned Real Estate and Leased Real Estate described in Schedule 5.8 hereto; (iv) the Purchased Contracts; All vehicles and rolling stock owned by a Seller and described in Schedule 5.10 hereto; (v) all patentsAll of Sellers' office supplies, copyrightsproduction supplies, trademarks and service marks (whether registered or unregistered)spare parts, all names (and variations thereof)other miscellaneous supplies, all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether tangible property of any kind located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xix) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected Facilities on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the asset.Date;

Purchased Assets. On the terms and subject to the satisfaction or waiver of the conditions of this Agreement, Seller shallset forth herein, at the Closing, sell, transfer, convey, assign, grant Seller will sell and deliver convey to PurchaserBuyer, and Purchaser shall, at the Closing, Buyer will purchase and acquire from Seller, free and clear of all Liens encumbrances (except as set forth on Schedule 2.1for permitted exceptions and permitted encumbrances), all rightof the assets and properties of Seller of every kind and description, title and interest in and to all propertieswherever located, rightsreal, interestspersonal or mixed, tangible and intangible assets of Seller or intangible, related to the Call Center as the same exist on the Closing Date, (other than Excluded Assets) (collectively, the “Purchased Assets”), including without limitationall right, title and interest of Seller in, including the following assets of NorthStar: (i) all FF&Eof the assets reflected on the October 24, 2003 Balance Sheet of NorthStar except those disposed of or converted into cash after October 24, 2003 in the ordinary course of business; (ii) all Receivablesreal property; (iii) all Inventoryequipment; (iv) the Purchased Contractsall inventory; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade namesother tangible assets used in connection with the operations of NorthStar, including without limitationoffice furniture, the items set forth on Schedule 2.1(v) heretooffice equipment and office supplies; (vi) all other Intellectual Propertyintellectual property relating to the operations of NorthStar and the goodwill associated therewith, including without limitation intellectual property rights and the Intellectual Property described on Schedule 2.1(vi)name “NorthStar Telecommunications” and any derivations thereof and associated logos; (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third partyreceivables; (viii) all Seller Advance Paymentsof the books, Seller Customer Depositsrecords, Seller Customer Prepayments manuals, documents, books of account, correspondence, sales and LC Deposits; credit reports, supplier lists, customer lists, distributor lists, bid and quote information, literature, catalogs, brochures, advertising material and the like which are used primarily in the Business, except for employee records of persons who do not become employees of Buyer at the Closing (ix) the Leased Real Propertyincluding personnel files, employee medical files, and workers’ compensation files), and affirmative action plans of Seller; (x) all Books leases and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller)leased property; (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Businesscontracts; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans computer equipment and all Books computer programs and Records documentation used primarily in connection with the Assumed Benefit Plansoperations of NorthStar; (xiii) to the extent transferableall permits, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall those that cannot be paid for the benefit of the Shareholderslawfully transferred; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assetsgoodwill associated with NorthStar; (xv) all telephone other assets, tangible or intangible, owned by Seller and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect relating to Internet websitesNorthStar, including such content in its electronic form; (xvii) all rightspast, present and future claims, causes choses in action and rights of action by Seller against third parties relating to the Business or any Person; (xviii) all goodwill of the Business; and (xix) all other tangible Purchased Assets arising from events, acts, omissions or intangible property, rights and assets of Seller other than Seller Claims. With respect circumstances on or prior to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetDate.

Purchased Assets. On the terms and subject to the conditions hereof and in consideration of this Agreementthe Purchase Price to be paid to the Seller by the Buyer, Seller shall, at the Closing, sell, transfer, convey, assign, grant Buyer hereby purchases and deliver to Purchaseracquires from the Seller, and Purchaser shallthe Seller hereby sells, at conveys, assigns, transfers and delivers to the Closing, purchase and acquire from Seller, free and clear of all Liens (except as set forth on Schedule 2.1)Buyer, all of the Seller’s right, title and interest in and to all assets, properties, rights, rights and interests, of any kind and description pertaining to the Business (whether personal, tangible or intangible, or fixed, contingent or otherwise), wherever located and intangible assets of Seller (by whomever possessed, owned, licensed or leased by the Seller, other than the Excluded Assets) Assets (collectively, the “Purchased Assets”), including without limitation: (i) free and clear of all FF&E; (ii) all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (v) all patentsLiens, copyrightsincluding, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth following: (a) all of the Seller’s Contracts and business arrangements, including, without limitation, sales and purchase orders, and confidentiality, dealership, service, maintenance, vendor, customer and service agreements, all of which are listed on Schedule 2.1(v) hereto; 1.1.1 (vi) all other Intellectual Propertycollectively, including without limitation the Intellectual Property described on Schedule 2.1(vi“Assigned Contracts”); (viib) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Seller’s Intellectual Property; (xc) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed Seller’s Licenses and Permits; (d) all of the Seller’s claims, deposits, prepayments, refunds, credits, causes of action, rights of recovery and setoff of any kind, including, without limitation, proceeds from insurance policies to the extent such proceeds relate to the Purchased Assets or the Assumed Liabilities and all rights of the Seller under or pursuant to all warranties, representations and guarantees made by SellerPersons to the Seller with respect to the Business (other than those that are Excluded Assets or Excluded Liabilities); (xie) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the BusinessSeller’s advertising, marketing, training and promotional materials and all other printed or written materials; (xiif) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Businesslists, including records and other information pertaining to suppliers and customers (including, without limitation, on the Leased Real Propertycustomer lists, including the right customer mailing lists and customer sales files); lists, records and other information pertaining to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit accounts, referral sources; books, ledgers, files, documents, correspondence and business and accounting records of the Shareholders;every kind (including, without limitation, all financial, business and marketing plans); and (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviiig) all goodwill of the Business; and (xix) Seller as a going concern and all other tangible or intangible property, rights and assets property of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the asset.

Purchased Assets. On Upon the terms and subject to the conditions set forth herein, and on the basis of this Agreement, Seller shallthe representations and warranties contained herein, at the ClosingClosing (as defined below), Seller shall sell, convey, transfer, convey, assign, grant assign and deliver to Purchaserthe Buyer, and Purchaser shallthe Buyer shall purchase, at acquire and accept from the Closing, purchase and acquire from Seller, free and clear all of all Liens (except as set forth on Schedule 2.1), all the respective right, title and interest in and to all propertiesthe assets of the Seller, rightsof every kind, interestsnature and description, personal, tangible and intangible assets of Seller (other than Excluded Assets) (the “Purchased Assets”)intangible, including without limitation:limiting the generality of the foregoing, (i) all FF&Eequipment and those other physical assets necessary or reasonable to the operation of the Business, all as identified on Schedule 1.1(i); (ii) all Receivableslicenses, franchises, grants, easements, exceptions, certificates, consents, permits, approvals, orders and other authorizations of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city, local or other political subdivision (“Governmental Body”) relating to the Assets, all of which have been identified on Schedule 1.1(ii) (collectively, the “Licenses”); (iii) all Inventory; contracts, indentures, notes, bonds, leases, commitments, plans, arrangements, instruments or other agreements, in each case whether written or oral (iv“Contracts”) relating to the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered Business of the Seller to which Seller is a party or unregistered), all names (and variations thereof), all assumed fictional to which the business names and trade namesof the Seller is subject, including without limitation, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority warranties relating to the operation Assets, all of which have been identified on Schedule 1.1(iii) (the Business;“Assigned Contracts”)]; and (xiiiv) all rights in documents and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation records relating to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; Assets (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on all records, technical design and know-how) and copies of all accounting books, records, ledgers and electronic data processing materials (collectively, the Leased Real Property“Records”). The assets, including properties and rights to be conveyed, sold, transferred, assigned and delivered to Buyer pursuant to this Agreement are sometimes hereinafter collectively referred to as the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased “Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xix) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the asset”.

Purchased Assets. On Subject to the terms and subject to the conditions of this Agreement, Seller shall, at the Closing, Seller shall sell, convey, transfer, convey, assign, grant assign and deliver to Purchaser, and Purchaser shall, at the Closing, shall purchase and acquire from Seller, free and clear of all Liens Encumbrances (except as set forth on Schedule 2.1other than Permitted Encumbrances), all of Seller’s right, title and interest in and to all propertiesof the following (collectively, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) (the “Purchased Assets”): (a) All Purchased IP; (b) All rights to sue for or assert Proceedings or claims against and remedies against past, present or future infringements to the extent related to any or all of the Purchased IP and rights of priority and protection of interests to the extent related to the Purchased IP and to retain any and all amounts to the extent related to the Purchased IP; (c) All Contracts that are set forth on Schedule II (the “Transferred Agreements”); (d) Seller’s interest in and to any Program Candidate drug product, API material, starting materials, intermediates and reference standards for any Program Candidate stock on hand, as set forth on Schedule III (the “Inventory”); (e) All of Seller’s data related to the Program Candidate (including (x) Trial Master File data and (y) research and Development data), including without limitation: and records, files, manuals and other documentation related to the Program Technology or the Transferred Agreements, including: (i) all FF&E; studies, reports, publications, correspondence, strategy materials, and other similar documents and records, whether in electronic form or otherwise; (ii) all Receivables; regulatory submissions, correspondence, meeting minutes, and any amendments or reports thereto to the extent prepared in connection with the Program Candidate; (iii) all Inventory; files, documents, correspondence, and records of attorneys or consultants of Seller to the extent relating to the prosecution of Program Patents, but excluding Seller’s data, records, files, manuals or other documentations related to non-Program Technology; provided that any such data, records, files, manuals or other documentation that is in hardcopy shall be delivered to the address provided by Purchaser, at Purchaser’s expense, promptly following the Closing hereof (and in any case, on or prior to the Delivery Date (defined below)); and (iv) the Purchased Contracts; Inventory; provided that (vA) all patentsthe Inventory in the possession of Seller as of Closing shall be delivered to the address of Purchaser provided by Purchaser, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, B) the items compounds set forth on Schedule 2.1(vIII that are in the possession of Seller as of Closing shall be delivered in a freezer (which such freezer shall be a Purchased Asset) heretoto the address of Purchaser provided by Purchaser, in each case at Purchaser’s expense promptly following the Closing hereof (and in any case, within thirty (30) calendar days) (the date of such delivery the “Delivery Date”) and (C) any Purchased Assets that are held in possession by third parties (in each case that are not Affiliates, employees, consultants, or representatives of Seller) pursuant to any Transferred Agreements will remain in possession of such third parties in accordance with the terms of such Transferred Agreements; (vif) all other Intellectual PropertyAll of Seller’s rights, including without limitation claims and interests under any restrictive covenant, confidentiality, non-disclosure or invention assignment agreement to the Intellectual Property described on Schedule 2.1(vi)extent assignable and relating to the Program Candidate or Purchased IP; (viig) all design toolsThe rights, order management claims and other management toolsinterests of Seller under that certain Clinical Supply Services Agreement (“PCI Services Agreement”), manufacturing tools dated as of June 10, 2014, as amended, by and test equipmentbetween Seller and AndersonBrecon (UK) Limited d/b/a Packaging Coordinators, including laboratory testing equipmentInc. (“PCI”), whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) solely as they relate to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the BusinessProgram Candidate; and (xixh) all All other tangible assets or intangible property, rights including equipment, owned, used, or held for use by Seller in connection with or otherwise related to the Program. Purchaser acknowledges and assets of Seller other than Seller Claims. With respect agrees that, subject to any the representations and warranties set forth herein, the Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected Assets are transferred to it on the Closing Date Balance Sheetan “as-is”, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the asset“where is” basis.

Purchased Assets. On (a) Subject to the terms and subject to the conditions of this Agreement, Seller shall, at the Closing, Seller shall sell, convey, transfer, convey, assign, grant assign and deliver to PurchaserLantiq Germany, and Purchaser shall, at the Closing, Seller shall cause Lantiq Germany to purchase and acquire from Seller, all of Seller’s right, title and interest in, to and under the following assets, in each case free and clear of all Liens except the Outbound IP Licenses (except collectively, the “Lantiq Germany Purchased Assets”): (i) the Seller Technology; (ii) the patents and patent applications identified in the Patent Assignment Agreement attached hereto as set forth on Schedule 2.11.1(a)(i), as well as any foreign or multinational counterparts thereof (collectively, the “Purchased Patents”); and (iii) the Intellectual Property Rights (other than patent rights) related to or used in connection with the Seller Technology (the “Purchased Non-Patent IP”). (b) Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, convey, transfer, assign and deliver to Lantiq US, and Seller shall cause Lantiq US to purchase and acquire from Seller, all of Seller’s right, title and interest in, to and under the following assets, in each case free and to clear of all propertiesLiens except the Outbound IP Licenses (collectively, rightsthe “Lantiq US Purchased Assets,” and together with the Lantiq Germany Purchased Assets, intereststhe “Purchased Assets”): (i) the tangible machinery, equipment and other tangible and intangible assets of Seller (other than Excluded Assetsused by or for the Business, including without limitation the assets set forth on Schedule 1.1(b)(i) (the “Purchased Fixed Assets”), including without limitation: (i) all FF&E; (ii) all Receivablesthe Licenses or other Contracts, including without limitation the Licenses and Contracts set forth on Schedule 1.1(b)(ii), under which Seller has acquired from another Person any right to use or other rights or interest in any software, technology, or other tangible or intangible assets constituting a component of, related to or used in the Purchased Assets or the Business to the extent such agreements are assignable without the prior written consent of another Person (the “Purchased Inbound License Agreements”); (iii) all Inventoryrights, causes of action, claims, demands and privileges of Seller, whether now existing or hereafter arising, liquidated or unliquidated, fixed or contingent, against manufacturers, vendors, subcontractors or other third parties that relate to any of the Purchased Assets transferred hereunder, including, without limitation, all product warranties thereon and any causes of action, claims and rights Seller may have under any insurance contracts or policies insuring the Purchased Assets but excluding any causes of action, claims and rights of Seller, whether now existing or hereafter arising, under any Outbound IP License (collectively, the “Transferred Assets Rights”); (iv) all rights to offer employment to the Purchased Contracts;Specified Employees; and (v) all patentsdocumentation, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management specifications and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid technical data necessary for the benefit of the Shareholders; (xiv) all guaranteesdevelopment, warrantiesmanufacture, indemnities and similar rights in favor of Seller distribution or any sale of the Purchased Assets; Assets (xvincluding the Seller Proprietary Rights) and all telephone written documentation, specifications and facsimile numbersother technical data useful for the development, post office boxesmanufacture, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill distribution or sale of the Business; and Purchased Assets (xixincluding the Seller Proprietary Rights) all other tangible which are in Seller’s possession or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetcontrol.

Purchased Assets. On Upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller shalland Seller agrees to sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, at the Closing, sell, transfer, convey, assign, grant and deliver Closing to Purchaser, and Purchaser shall, at the Closing, purchase and acquire from SellerBuyer, free and clear of all Liens (except as set forth on Schedule 2.1)other than the Collateral Trustee Lien, all of Seller's right, title and interest in in, to and to all propertiesunder the following assets, rightsproperties and rights as the same shall exist on the Closing Date (collectively, interests, tangible and intangible assets of Seller (other than Excluded Assets) (the “"Purchased Assets”"): (a) the No. 2 linerboard machine and related structures, equipment and other property located at the Fernandina Mill as described on Schedule A to this Agreement1 (such machine and other property, as now configured and as altered or supplemented from time to time, "Machine No. 2"); (b) the additions or enhancements to a certain pulp washer and digester located at the Fernandina Mill, including without limitationwhich additions or enhancements are described on Schedule B to this Agreement,2 as now configured and as altered or supplemented from time to time (collectively with Machine No. 2, the "SPI Assets"); -------- 1 To be conformed to Schedule B to the Rights Agreement. 2 To be conformed to Schedule C to the Rights Agreement. (c) to the extent primarily used or held for use, sale or consumption in connection with, or arising from or otherwise directly related to, the SPI Assets, the Fernandina Mill or any products that are, in whole or in part, manufactured at the Fernandina Mill: (i) all FF&Emachinery, equipment, fixtures, spare and replacement parts, operating supplies and similar personal property; (ii) all ReceivablesContracts, if any; (iii) all Inventoryraw materials, work in progress, finished goods, supplies, rolls and storeroom contents, fuel and other inventories; (iv) all domestic and foreign inventions, trademarks, service marks, trade names, mask works, patents, trade secrets, copyrights, know-how (including any registrations or applications for registration of any of the Purchased Contractsforegoing), and any other similar type of intellectual property right; (v) all patentstransferable licenses, copyrights, trademarks and service marks (whether registered permits or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) heretoother governmental authorizations; (vi) all other Intellectual Propertysoftware, including without limitation the Intellectual Property described on Schedule 2.1(vi)communications equipment, computer applications and operating programs; (vii) all design toolsbooks, order management records, files and other management tools, manufacturing tools and test equipment, including laboratory testing equipmentpapers, whether located at the facilities of the Seller in hard copy or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Businesscomputer format, including without limitationlimitation engineering information, on the Leased Real Propertysales and promotional literature, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit manuals and data, sales and purchase correspondence, lists of the Shareholders; (xiv) all guaranteespresent and former suppliers, warrantieslists of present and former customers, indemnities design and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone engineering specifications, production standards and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Businesspractices; and (xixviii) all other tangible or intangible propertypersonal property and other interests owned by Seller or any of its Affiliates; (ix) all of Seller's rights, claims, counterclaims, crossclaims, credits, causes or action or rights and assets of Seller other than Seller Claims. With respect set-off against third parties relating to any the Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Assets or Assumed Liabilities, Purchaser at its option shall either including without limitation unliquidated rights under manufacturers' and vendors' warranties; and (xd) expressly accept such asset and assume all goodwill associated with the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetAssets.

Purchased Assets. On Except as otherwise provided in this Agreement (including in particular Sections 2.2 and 2.5), upon the terms and subject to the conditions of this Agreement, Seller shall, at the Closing, Seller shall sell, transfer, convey, assign, grant convey and deliver (or cause to Purchaserbe sold, transferred, assigned, conveyed and delivered) to Buyer, and Purchaser shall, at the Closing, Buyer shall purchase and acquire from Seller, free and clear of all Liens (except as set forth on Schedule 2.1other than Permitted Liens), all of Seller’s right, title and interest in in, to and to all propertiesunder the following assets, rightsproperties and rights (collectively, interests, tangible and intangible assets of Seller (other than Excluded Assets) (the “Purchased Assets”), including without limitation:): (ia) all FF&ECash and Cash Equivalents to the extent included in the calculation of Net Working Capital; (iib) all ReceivablesAccounts Receivable; (iiic) all InventoryPrepaid Deposits and Expenses; (ivd) the Purchased Contractsall Commission Rights; (ve) all patents, copyrights, trademarks and service marks (whether registered or unregisteredexcept to the extent expressly provided in Schedule 2.2(m), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) heretoFixed Assets; (vif) all other Intellectual PropertyClient relationships, Client accounts and Client property related to the Business, including without limitation all information regarding Clients and their Policies in Seller’s possession and all assets and funds held for Clients by or on behalf of Seller; (g) the Intellectual Property described on Contracts set forth in Schedule 2.1(vi2.1(g) (the “Business Contracts”); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ixh) the Leased leases of Real Property; Property set forth in Schedule 2.1(h) (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller“Leases”); (xii) to the extent transferable, the Leasehold Improvements and Fixtures; (j) subject to Section 2.2(i), all Licenses from Intellectual Property Rights that are owned by Seller and used or held for use primarily in the operation or conduct of the Business, together with all rights to ▇▇▇ and recover damages for past, present and future infringement, dilution, misappropriation or violation thereof (the “Owned Intellectual Property”); (k) all Contracts pursuant to which Seller licenses or otherwise has the right to use Intellectual Property Rights owned by a third party, to the extent such Intellectual Property Rights are used or held for use by Seller primarily in the operation or conduct of the Business, including the items identified on Schedule 2.1(k) and any Governmental Authority license identified on Schedule 7.13 as being a Purchased Asset (collectively, the “Intellectual Property Licenses”); (l) all rights, claims, counterclaims, credits, causes of action or rights of set-off of Seller against third parties to the extent relating primarily to the Purchased Assets or the Assumed Liabilities (but excluding any such items relating to the Pre-Closing Period for which Parent and Seller are obligated to indemnify the Buyer Indemnified Parties); (m) all Licenses owned, held or possessed by Seller and used or held for use in the operation or conduct of the Business, including the items required to be set forth in Section 4.14 of the Disclosure Schedule, but only if and to the extent such Licenses may be transferred to Buyer under applicable Law (the “Assigned Licenses”); (n) the Books and Records; (o) all telephone numbers, facsimile numbers and yellow page listings of Seller used or held for use in the operation or conduct of the Business; (xiip) all rights in and sponsorship of Seller’s rights, if any, to the Assumed Benefit Plans name “Milne” and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Businessderivative thereof; and (xixq) all other tangible goodwill generated by or intangible property, rights and assets of Seller other than Seller Claims. With respect to any associated with the Business or the Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetAssets.

Purchased Assets. On Except for the terms and subject to the conditions of this Agreement, Seller shallExcluded Assets, at the Closing, sell, transfer, convey, assign, grant and deliver Sellers shall sell to Purchaserthe Buyer, and Purchaser shallthe Buyer shall purchase from Sellers, at all of the Closingtangible and intangible assets of Sellers relating to and necessary for the operation of the Business as of the Closing Date (collectively, purchase and acquire from Sellerthe “Purchased Assets”), including, but not limited to, the following (to the extent relating to the Business), free and clear of all Liens except Permitted Liens: (except as set forth a) all cash, bank accounts and accounts receivable of CassTel and ▇▇▇▇▇▇▇ ▇▇; (b) all inventory, materials, customer premise equipment and supplies including but not limited to the items listed on Schedule 2.11.1(b); (c) to the extent assignable, any and all rightpermits, title consents and interest licenses relating to the Business, including licenses issued by the Federal Communications Commission (“FCC”) or the Missouri Public Service Commission (“MPSC”) or the Kansas Corporation Commission (“KCC”) which are necessary to engage in the Business; (d) all furniture, fixtures, machinery, vehicles, plant, systems, optical fiber, computers, switches, twisted copper, pay phones, test equipment, structures, construction, telephone line facilities, tools, implements, conduits, stations, substations and equipment of any kind, character or nature including but not limited to the items listed on Schedule 1.1(d); (e) the Assumed Contracts as listed on Schedule 1.1(e); (f) all real estate interests, including without limitation all leases, licenses, easements, rights of ways and the like, and all real property with all privileges appurtenant thereto owned by Sellers, as listed on Schedule 2.13; (g) all of the Sellers’ interests in all real property improvements; (h) all prepaid expenses, including amounts paid in advance on account of rent, property taxes, utility charges, fees and deposits; (i) originals (if available) or copies (at the option of Buyer) of (i) all books, records, manuals, files, customer lists and records, accounts and billing records, plans, blueprints, specifications, drawings, surveys, engineering reports, personnel and employee benefit plan records and operating data whether in electronic format or otherwise, and (ii) the Assumed Contracts related to the Business; (j) all rights of the Sellers in and to all propertiesdatabases, rightssoftware, interestssoftware programs, tangible object codes, source codes, systems documentation and intangible assets of Seller (other than Excluded Assets) (user manuals used in connection with the “Purchased Assets”), including without limitation: (i) all FF&E; (ii) all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth Business as listed on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi1.1(j); (viik) all design tools, order management and other management tools, manufacturing tools and test equipmentIntellectual Property Rights, including laboratory testing equipment, whether located at the facilities all rights to all of the Seller or corporate, domain, trade names and trademarks of CassTel and ▇▇▇▇▇▇▇ ▇▇ and the facilities of a third party; (viii) all Seller Advance Paymentsbrand names, Seller Customer Deposits, Seller Customer Prepayments trademarks and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 trade names of the Noncompetition Agreement executed by SellerBusiness as listed on Schedule 1.1(k); (xil) all claims, causes of action and rights of recovery relating to the Business, whether asserted or commenced on or before the Closing Date other than accounts receivable owed by T-Mobile that arose prior to the Closing Date; (m) the right to receive and retain mail, accounts receivable payments and other communications relating to the Business, except as provided in Section 1.1(l) above; (n) the right to ▇▇▇▇ and receive payments for products shipped or delivered and services performed but unbilled or unpaid as of the Closing related to the Business; (o) to the extent transferable, all Licenses from any Governmental Authority relating telephone numbers (e.g., toll free numbers), facsimile numbers, Internet addresses, websites and similar numbers or addresses assigned to or used by CassTel or ▇▇▇▇▇▇▇ ▇▇ or their respective customers; and (p) all rights of the operation Sellers with respect to each of its customers related to the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xixq) all other tangible or intangible business, property, assets and rights and assets or benefits of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected Sellers on the Closing Date Balance Sheetnot described above, if such asset has specifically related Liabilitiesrelating to the Business including, Purchaser at its option shall either (x) expressly accept such asset and assume but not limited to, the related Liabilities or (y) reject such asset as a Purchased AssetSellers’ interest in Missouri Network Alliance, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the asset.L.L.C.;

Purchased Assets. (a) On the terms and subject to the conditions of set forth in this AgreementAgreement (including the conditions to Purchase set forth in ARTICLE IV), on each Purchase Date, Seller shallhereby sells, at the Closingtransfers, sellassigns, transfer, convey, assign, grant sets over and deliver otherwise conveys to PurchaserBuyer, and Purchaser shall, at the Closing, purchase Buyer hereby purchases and acquire takes from Seller, free and clear of all Liens (except as set forth on Schedule 2.1)Encumbrances, all right, title and interest of Seller in and to all propertiesthe property identified in clauses (i) - (iii) below, whether constituting chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, contract rights, interestsgeneral intangibles, tangible and intangible assets instruments, certificates of Seller (deposit, certificated securities, uncertificated securities, financial assets, securities entitlements, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, software, supporting obligations, accessions or other than Excluded Assets) (property, consisting of, arising out of, or related to any of the “Purchased Assets”), including without limitationfollowing : (i) the Mortgage Loans identified by Seller as of the initial Purchase Date which are listed on Schedule I hereto, and the Mortgage Loans identified by Seller as of any additional Purchase Date which are listed on Schedule I to the applicable Sale Assignment, together with all FF&E;monies due or to become due in payment under such Mortgage Loans on and after the applicable Purchase Date; and (ii) all Receivables;Mortgage Loan Documents and other related Mortgage Loan Assets with respect to the Mortgage Loans referred to in clause (i) above. (iiib) all Inventory;Seller shall, on or prior to each Purchase Date, execute and deliver to Buyer a certificate of assignment (the “Sale Assignment”) in the form of Exhibit A hereto. On or before any Purchase Date with respect to the Mortgage Loans to be acquired by Buyer on that date, Seller shall provide Buyer with an Officer’s Certificate, in the form of Exhibit B hereto, signed by a Responsible Officer certifying, as of such Purchase Date, to each of the items in Sections 5.9 and 5.1919 hereof. (ivc) the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitationExcept as specifically provided in this Agreement, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including sale and purchase of Mortgage Loans under this Agreement shall be without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Recordsrecourse to Seller; provided however it being understood that Seller shall be entitled liable to retain a copy thereof (subject Buyer for all representations, warranties, covenants and indemnities made by Seller pursuant to Section 2 the terms of the Noncompetition this Agreement executed by Seller); (xi) and to the extent transferableprovided herein. (d) In connection with each Purchase of Mortgage Loans hereunder, all Licenses from any Governmental Authority relating Seller shall deliver to the operation of Indenture Trustee the Business;Mortgage Loan Files on or prior to the related Purchase Date (and if prior to the related Purchase Date, such Mortgage Loan Files shall be held by the Indenture Trustee in escrow until such Purchase shall occur on the related Purchase Date). (xiie) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in In connection with the Assumed Benefit Plans; (xiii) transfers contemplated by this Agreement, Seller hereby grants to Buyer an irrevocable, non–exclusive license to use, without royalty or payment of any kind, all software used by Seller to account for the Mortgage Loans, to the extent transferablenecessary to administer the Mortgage Loans, all insurance policies held whether such software is owned by Seller or is owned by others and used by Seller under license agreements with respect thereto; provided that may have been issued to Seller and in effect at should the consent of any time during Seller’s operation licensor of such software be required for the grant of the Business, including without limitation, on the Leased Real Property, including the right license described herein to any proceeds thereunder other than rights under the be effective or for Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller to assign such licenses to Buyer or any such successor servicer, Seller hereby agrees that upon the request of Buyer or such successor Servicer, Seller will use its best efforts to obtain the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including consent of such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xix) all other tangible or intangible property, rights and assets of third–party licensor. Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described shall take such action requested by Buyer or the Indenture Trustee from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and the Indenture Trustee have an enforceable security interest in clauses (i) through (xviii) above the Mortgage Loans purchased by Buyer as contemplated by this Agreement, and (ii) not reflected on shall use its best efforts to ensure that each of Buyer and the Closing Date Balance SheetIndenture Trustee has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for the Mortgage Loans. (f) In connection with the purchase by Buyer of the Mortgage Loans as contemplated by this Agreement, if such asset has specifically related LiabilitiesSeller further agrees that it will, Purchaser at its option shall either own expense, indicate clearly and unambiguously in its computer files on or prior to each Purchase Date, and, to the extent required under U. S. Generally Accepted Accounting Principles (x“GAAP”) expressly accept in the footnotes to its financial statements, that such asset Mortgage Loans has been purchased by Buyer in accordance with this Agreement. (g) Seller further agrees to deliver to Buyer on or before each Purchase Date a true, complete and assume correct list of all Mortgage Loans to be sold or otherwise conveyed hereunder on such Purchase Date, identified by Mortgagor Customer name, account number and outstanding loan balance as of the related Liabilities Purchase Date. Such list shall constitute a supplement to Schedule I to this Agreement and shall be automatically incorporated into and made a part of this Agreement as such. (h) It is the intention of the parties hereto that the conveyance of all right, title and interest of Seller in and to any Mortgage Loan to Buyer as provided in this Section 2.1 shall constitute an absolute transfer conveying good title, free and clear of any Encumbrance and that the Mortgage Loan shall not be part of the bankruptcy estate of Seller in the event of a bankruptcy event with respect to Seller. Furthermore, it is not intended that such conveyance be deemed a pledge of the Mortgage Loans and the related Mortgage Loan Assets to Buyer to secure a debt or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset other obligation of Seller. If, providedhowever, that notwithstanding the intention of the parties, the conveyance provided for in no event this Section 2.1 is determined to be a transfer for security, then this Agreement shall Purchaser assume or also be deemed to assume any Excluded Liabilities hereunder unless be, and hereby is, a “security agreement” within the meaning of Article 9 of the UCC and Seller hereby grants to Buyer a “security interest” within the meaning of Article 9 of the UCC in all of its right, title and interest in, to and under the Mortgage Loans and the related Mortgage Loan Assets, now existing and hereafter created, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate Purchase Price of the Mortgage Loans together with all of the other obligations of Seller hereunder. Buyer shall have, in addition to the rights and remedies which it expressly accepts may have under this Agreement, all other rights and remedies provided to a secured creditor under the assetUCC and other applicable law, which rights and remedies shall be cumulative.

Purchased Assets. On Seller represents that immediately after the terms Closing Buyer shall own all of the outstanding capital stock of the Company and subject the Company shall continue to own and have valid title in and to all of the tangible and intangible properties and assets owned or held by the Company immediately prior to the conditions of this AgreementClosing and relating to or used or held for use in connection with the Business, Seller shall, at the Closing, sell, transfer, convey, assign, grant and deliver to Purchaser, and Purchaser shall, at the Closing, purchase and acquire from Seller, in each case free and clear of all Liens (as defined herein), except as set forth in the Disclosure Statement pursuant to Section 5.3 hereof, including, without limitation, the following assets and each of the assets listed or required to be listed on the Disclosure Statement pursuant to Section 5.11 hereof, (the "Purchased Assets"): (a) all cash; (b) all accounts receivable; (c) all supplies, machinery, furniture, equipment and other personal property, including those set forth on Schedule 2.11.2(c) hereto; (d) all (i) fictitious business names, tradenames (including, but not limited to the names "Systems Solutions" and "Corebridge Technology"), all rightregistered and unregistered trademarks, title service marks and interest related applications (the "Marks"), (ii) patents, patent rights and patent applications (collectively, "Patents"), (iii) copyrights in published and to all propertiesunpublished works ("Copyrights"), rightscomputer programs and software, interestsincluding the Company's website ("Software"), tangible (iv) proprietary formulas, trade secrets, confidential information, formulations and intangible assets of Seller inventions (other than Excluded Assetswhether or not patented) ("Trade Secrets"), and (v) licenses and permits issued or granted by any person relating to any of the “foregoing (collectively "Intellectual Property") including those set forth on Schedule 1.2(d) hereto; (e) all purchase orders, sales agreements, equipment leases, distribution agreements, licensing agreements and other contracts, agreements and commitments of Company identified on Schedule 1.2(e) subject in each case to the terms of such contracts ("Contracts"); (f) all books and records relating to the Business and the Purchased Assets”Assets (including such books and records as are contained in computerized storage media), including without limitation:all inventory, purchasing, accounting, sales, export, import, manufacturing, marketing, banking and shipping records and all files, contractor, consultant, customer/client and supplier lists, records, literature and correspondence, and marketing materials; (g) the lease related to the facility at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ (the "Facility") and any deposit related thereto (the "Lease"). (h) any other assets of the Business, including those set forth on Schedule 1.2(h), which are of a nature not customarily reflected in the books and records of a business, such as assets which have been written off for accounting purposes but which are still used by or of value to the Company; (i) all FF&EAuthorizations (as defined in Section 5.5(b)) associated with the Business and its operations; (iij) all Receivablesintangible assets and goodwill associated with the Business and its operations; (iiik) all Inventory; (iv) any other assets which are located at the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade namesFacility, including without limitation, the items those set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi1.2(k); (viil) all design tools, order management employee records (excluding employment and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Sellernon-competition agreements); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xixm) all other tangible or intangible propertycorporate records and seals, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above tax returns and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assettax records.

Purchased Assets. On Subject to the terms and subject to the conditions of set forth in this Agreement, the Seller shall, at the Closing, agrees to sell, transfer, convey, assign, grant transfer and deliver to Purchaser, Purchaser and Purchaser shall, agrees to purchase from the Seller at the Closing, purchase and acquire from Seller, free and clear of all Liens Closing (except as set forth on Schedule 2.1defined below), all right, title and interest in and to the following assets that are used in, or otherwise relate to, the Single Axis Tracker Business, including those listed below wherever located (collectively, the “Purchased Assets”) free and clear of all properties, rights, security interests, tangible mortgages, liens, offsets, recoupments, pledges, charges, rights of first refusal or purchase options, claims, third party interests, restrictions and intangible assets encumbrances of Seller (any nature whatsoever other than Excluded Assetsthe Permitted Liens (collectively, the “Liens”): (a) all Inventory (including raw materials, work-in-process and finished goods) of the Single Axis Tracker Business listed on Schedule 2.1(a) (the “Purchased AssetsInventory”); (b) those certain customer, supplier and vendor agreements, open quotes and requests for proposal of the Seller related to the Single Axis Tracker Business, including without limitation:all related open purchase orders, sales orders, open quotes and requests for proposal existing as of the Closing Date, and all other contracts, if any, all as listed on Schedule 2.1(b) hereto (this clause (b), collectively, the “Purchased Contracts”); (c) all future profits and revenues associated with any Purchased Contracts, including, if applicable, any future rights to governmental credits; (d) all Intellectual Property used by or necessary in connection with the Single Axis Tracker Business , including patents, patent applications, and copyrights all as listed on Schedule 2.1(d) hereto, and the related know how, trade secrets, techniques of skill and operation related to the Purchased Assets (the “Purchased Intellectual Property”) and all written records, files, documentation and correspondence relating to the Purchased Intellectual Property, including correspondence with the USPTO and patent counsel; (e) all ▇▇▇▇ of materials, assembly drawings, spec sheets, installation manuals, training manuals, and written instructions, including, written instructions for assembling controllers used in or used in connection with the Business, including any pertaining to Remote Sensor Unit (RSU), Tracker Control Unit (TCU) and Network Control Unit (NCU), and any internal or third party manuals, written instructions or other documentation, and any internal or third party manuals or other documentation used in or used in connection with the Single Axis Tracker Business; (f) all computers (servers), and other hardware, software, source code and programs necessary to the Single Axis Tracker Business, (g) all mechanical, electrical, motion control, and environmental condition laboratory testing equipment and all shop, warehouse and office equipment, miscellaneous tools and supplies of the Single Axis Tracker Business, including the tooling, molds, drawings, parts, machinery, tools and equipment listed on Schedule 2.1(g) (the “Purchased Equipment”); (h) all operating data, customer records, customer lists, prospect lists, outstanding quotes, marketing materials, correspondence, product literature and other documents relating to the manufacturing, marketing, sales, distribution and selling activities of the Single Axis Tracker Business; (i) all FF&E; (ii) all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (v) all patents, copyrights, trademarks licenses and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation Permits of the Business; (xiij) all rights in any and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xixk) copies of all other tangible or intangible propertythe Seller’s books and records (but not the financial books and records), rights and assets of Seller other than Seller Claims. With respect process records related to any the Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetAssets.

Purchased Assets. On the terms and subject to the conditions of this Agreement, Seller shall, at At the Closing, each of ADL Technology and ADL Engineering shall sell, transfer, convey, assign, grant transfer and deliver to PurchaserBuyer, and Purchaser shallBuyer shall purchase, at the Closingacquire, purchase accept and acquire from Sellerpay for, free and clear of all Liens (except as set forth on Schedule 2.1)LSI shall cause Buyer to purchase, acquire, accept and pay for, all of each of ADL Technology’s and ADL Engineering’s right, title and interest in and to all of the properties, rightsassets and other rights (excluding the Excluded Assets (as defined hereinafter)) of each Company, interestspersonal or mixed, tangible and or intangible assets of Seller (other than Excluded Assets) (collectively, the “Purchased Assets”). Subject to the immediately preceding sentence, the Purchased Assets shall include the following: (a) all cash and cash equivalents of ADL Technology and ADL Engineering; (b) all Receivables of ADL Technology and ADL Engineering; (c) all office, warehouse and other equipment, machinery, leasehold improvements, computers and computer software, vehicles (the “Motor Vehicles”), fixtures, office materials and supplies, spare parts and other tangible (or movable) personal property of every kind and description owned as of the Closing Date by ADL Technology or ADL Engineering, including without limitation:those fixed assets listed on Schedule 2.1(c); (d) all of the agreements, contracts and purchase orders for the sale of goods and products by ADL Technology and ADL Engineering and the agreements, contracts and purchase orders listed on Schedule 2.1(d), and the rights thereunder (the “Assumed Contracts”); (e) all of ADL Technology and ADL Engineering’s right, title and interest in and to Intellectual Property, including all goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the Laws of all jurisdictions; (f) all customer files and records of ADL Technology and ADL Engineering, including all written technical information, employment records, data, specifications, research and development information, engineering drawings, operating guides and manuals, computer programs, tapes and software; (g) claims, deposits, prepayments, credits, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment (other than any such items relating to the payment of income Taxes), whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent; (h) all of ADL Technology’s and ADL Engineering’s goodwill in and going concern value of each Business; (i) all FF&E; (ii) all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (v) all patentstelephone numbers, copyrights, trademarks Internet websites and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business domain names and trade names, including without limitation, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of advertising used in the Business; (xiij) all rights of ADL Technology’s and ADL Engineering’s right, title and interest in and sponsorship of the Assumed Employee Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements set forth in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit PlansSchedule 2.1(j); (xiiik) all of ADL Technology’s and ADL Engineering’s rights to insurance proceeds relating to the Purchased Assets and Assumed Liabilities; (l) to the extent transferabletransferable under applicable Law, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the BusinessPermits; and (xixm) all other tangible or intangible propertyfiles, rights books and assets of Seller other than Seller Claims. With respect to any Purchased Asset both records (iincluding computer records) of a type not described in clauses (i) through (xviii) above ADL Technology and (ii) not reflected on ADL Engineering relating to the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetforegoing.

Purchased Assets. (a) On the terms and subject to the conditions of contained in this Agreement, Seller shall, at the Closing, Buyer agrees to purchase, assume, and accept from Sellers, and Sellers agree to sell, transfer, convey, assign, grant transfer and deliver assign to Purchaser, and Purchaser shall, at the Closing, purchase and acquire from SellerBuyer, free and clear of all Liens (except as set forth on Schedule 2.1)Encumbrances other than Permitted Encumbrances, all of Sellers’ right, title and interest in and to all propertiesthe following assets used in, rights, interests, tangible and intangible assets held for use in or related to the operation of Seller (other than Excluded Assets) (the “Purchased Assets”), including without limitationBusiness: (i) all FF&Erights under all of the contracts, licenses, purchase orders and purchase contracts of the Sellers (collectively, the “Assigned Contracts”) set forth on Schedule 2.1(a)(i), including all rights to receive payment for products sold or services rendered and to receive goods and services pursuant to such Assigned Contracts, and to assert claims and to take other actions in respect of breaches, defaults and other violations thereunder; (ii) all Receivablestrade accounts receivable, notes receivable, negotiable instruments and chattel paper of the Sellers existing on the Closing Date (collectively, the “Accounts Receivable”) as identified on Schedule 2.1(a)(ii); (iii) all Inventoryfurniture, fixtures, vehicles, factory and development equipment, computer equipment and hardware, server racks, telephone handsets, and all other tangible personal property used in the Business, including but not limited to all inventory whether in the form of finished goods, work-in-process and/or raw materials, all as identified on Schedule 2.1(a)(iii) (collectively, the “Equipment”); (iv) all deposits and rights with respect thereto relating to each of the Purchased ContractsSellers and all rebates due from vendors relating to each of the Sellers as identified on Schedule 2.1(a)(iv); (v) all patents, copyrights, trademarks and service marks of the Intellectual Property owned by the Sellers (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitationcollectively, the items set forth “Purchased IP”) as identified on Schedule 2.1(v) hereto2.1(a)(v); (vi) all goodwill incident to or associated with the Sellers, existing and potential customer lists and all other Intellectual Propertyinformation and data relating to such customers, including without limitation (the Intellectual Property described “Customer Database”), with whom one or more of the Sellers has entered into agreements or with whom one or more of the Sellers currently has the potential to conduct business and all other information and data relating to vendors and suppliers of, and contractors to, the Sellers, (the “Vendor Database”) and all business development and marketing information related to the Sellers. The Customer and Vendor Databases, which include primarily, those customers to whom one or more Sellers have sold product and/or services, and those vendors from whom one or more Sellers have purchased components or other goods and/or services, are identified on Schedule 2.1(vi2.1(a)(vi); (vii) to the extent assignable under applicable law, all design toolsrights, order management title and other management toolsinterest the Sellers have in or to all Permits, manufacturing tools licenses and test equipmentapprovals related to the Business or the Purchased Assets, including laboratory testing equipment, whether located at those listed on Schedule 2.1(a)(vii) (the facilities of the Seller or the facilities of a third party“Assumed Permits”); (viii) all Seller Advance Paymentsbooks and records required to be maintained by the Sellers pursuant to Legal Requirements (other than minute books and other corporate documents and records) (the “Books and Records”) and all additional operating data, Seller Customer Depositssamples, Seller Customer Prepayments books, files and LC Depositsrecords, whether in print, electronic or other media, including, without limitation, correspondence, billing information, invoices and records, financial, sales, market and credit information, slogans, processes, market research and other research materials and contract documents; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guaranteesguaranties, warranties, indemnities and similar rights in favor of Seller or the Sellers; (x) all rights to receive and retain mail and other communications relating to any of the Purchased Assets, the Assumed Liabilities, or the Business; (xvxi) all rights in connection with prepaid expenses with respect to the Sellers; (xii) all telephone numbers used in connection with the operation of the Sellers and facsimile numbers, post office boxes, and bank accounts but not all lock boxes to which the cash contained therein that is an Excluded Assetaccount debtors of the Sellers remit payments; (xvixiii) all domain names and Internet addressesTelWorx’s leasehold interest as lessee of the premises located in North Carolina (pursuant to that certain Amendment to Lease Agreement, a copy of which is attached hereto as Exhibit G), and content with respect to Internet websites, including such content TowerWorx’s leasehold interest as lessee of the premises located in its electronic formOklahoma (the “Leased Premises”) as described in detail on Schedule 2.1(a)(xiii) of the Disclosure Schedule; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xixxiv) all other assets, tangible or intangible propertyintangible, and rights and of the Sellers (but expressly excluding the Excluded Assets), including but not limited to the TelWorx Employee Benefit Plan(s) referenced in Section 3.2 (c) below. (b) The purchased assets of Seller other than Seller Claims. With respect the Sellers are referred to any as the “Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetAssets”.

Purchased Assets. On the terms and subject to the conditions hereof and in consideration of this Agreementthe Purchase Price to be paid to the Seller by the Buyer, Seller shall, at the Closing, sell, transfer, convey, assign, grant Buyer hereby purchases and deliver to Purchaseracquires from the Seller, and Purchaser shallthe Seller hereby sells, at conveys, assigns, transfers and delivers to the Closing, purchase and acquire from Seller, free and clear of all Liens (except as set forth on Schedule 2.1)Buyer, all of the Seller’s right, title and interest in and to all assets, properties, rights, rights and interests, of any kind and description pertaining to the Business (whether personal, tangible or intangible, or fixed, contingent or otherwise), wherever located and intangible assets of Seller (by whomever possessed, owned, licensed or leased by the Seller, other than the Excluded Assets) Assets (collectively, the “Purchased Assets”), including without limitation: (i) free and clear of all FF&E; (ii) all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (v) all patentsLiens, copyrightsincluding, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth following: (a) all of the Seller’s Contracts and business arrangements, including, without limitation, sales and purchase orders, and confidentiality, dealership, service, maintenance, vendor, customer and service agreements, all of which are listed on Schedule 2.1(v) hereto; 1.1.1 (vi) all other Intellectual Propertycollectively, including without limitation the Intellectual Property described on Schedule 2.1(vi“Assigned Contracts”); (viib) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Seller’s Intellectual Property; (xc) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed Seller’s Licenses and Permits; (d) all of the Seller’s Accounts Receivable; (e) all of the Seller’s claims, deposits, prepayments, refunds, credits, causes of action, rights of recovery and setoff of any kind, including, without limitation, proceeds from insurance policies to the extent such proceeds relate to the Purchased Assets or the Assumed Liabilities and all rights of the Seller under or pursuant to all warranties, representations and guarantees made by SellerPersons to the Seller with respect to the Business (other than those that are Excluded Assets or Excluded Liabilities); (xif) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the BusinessSeller’s advertising, marketing, training and promotional materials and all other printed or written materials; (xiig) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Businesslists, including records and other information pertaining to suppliers and customers (including, without limitation, on the Leased Real Propertycustomer lists, including the right customer mailing lists and customer sales files); lists, records and other information pertaining to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit accounts, referral sources; books, ledgers, files, documents, correspondence and business and accounting records of the Shareholders;every kind (including, without limitation, all financial, business and marketing plans); and (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviiih) all goodwill of the Business; and (xix) Seller as a going concern and all other tangible intangible property of the Seller. Nothing in this Section 1.1.1 shall obligate the Buyer to assume any Liability, whether related to the Business, the Purchased Assets or intangible propertyotherwise, rights unless the Buyer expressly assumes such Liability pursuant to the terms and assets conditions of Section 1.2.1 of this Agreement. The failure of the Seller other than Seller Claims. With respect to list any Purchased Asset both on an appropriate disclosure schedule attached hereto (ithe “Disclosure Schedule”) of a type shall not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if exclude such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume from the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetAssets.

Purchased Assets. On the terms basis of the representations, warranties, covenants and agreements herein, and subject to the satisfaction or waiver of the conditions of this Agreement, Seller shallset forth herein and the terms hereof, at the Closing, Seller shall sell, transfer, convey, assign, grant deliver and deliver transfer to Purchaser, and Purchaser shallshall purchase, at the Closing, purchase acquire and acquire accept from Seller, free and clear all of all Liens (except as set forth on Schedule 2.1), all the right, title and interest in that Seller possesses and has the right to all propertiestransfer in, rightsto and under the following assets, interests, tangible and intangible assets of Seller (other than the Excluded Assets) , existing as of the Closing (the “Purchased Assets”): i. the Property and all improvements located thereon, including the Fixtures; ii. subject to Section 2.2(d), the Assumed Contracts; iii. the Acquired Personal Property; iv. all of Seller’s gaming chips and TITO tickets, including the chips and TITO tickets not in circulation (collectively, the “Chips and TITO Tickets”); v. the Guest & City Ledger (pursuant to Section 2.8(a)(i)); vi. the House Funds (pursuant to Section 2.8(a)(ii)); vii. the Transferred Proprietary Rights, including the Customer Database; (A) all books and records of Seller (except to the extent related to the Excluded Liabilities or the Excluded Assets), including without limitation: all architectural, structural, engineering and mechanical plans, service manuals, electrical, soil, wetlands, environmental and similar reports, studies and audits in Seller’s possession or control, (iB) all FF&E; plans and specifications for the Property in Seller’s possession or control, and (iiC) all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management human resources and other management toolsemployee-related files and records relating to the Transferred Employees, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) except to the extent transferableprohibited by Applicable Law; provided, however, that Seller may retain archival copies of all Licenses from any Governmental Authority relating to the operation of such books, records, manuals, plans, reports, studies, audits, specifications and files; ix. all goodwill associated with the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation x. each FCC License for which an FCC Approval has been issued prior to the Assumed Benefit Plans and all Books and Records Closing as provided in connection with the Assumed Benefit PlansSection 7.6; (xiii) xi. all Governmental Consents, Gaming Approvals and other Permits related to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s Property and/or necessary for the operation of the Business, including without limitationany pending applications therefor, on in each case to the Leased Real Propertyextent transferable by Applicable Law; xii. all current assets, including Accounts Receivable, included in the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the ShareholdersClosing Net Working Capital; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) xiii. all rights, claims, causes of action against any Person; and credits (xviiiincluding all indemnities, warranties, guarantees and similar rights) all goodwill in favor of Seller to the extent relating to (A) the operation of the Business, (B) the other Purchased Assets, or (C) the Assumed Liabilities; and (xix) all other tangible xiv. subject to Section 2.11, if, prior to the Closing, any Owned Real Property is taken in condemnation, the condemnation award paid or intangible property, rights and assets of Seller other than Seller Claims. With respect payable to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed any transferable or assignable claim for a condemnation award payable to assume any Excluded Liabilities hereunder unless it expressly accepts the assetSeller.

Purchased Assets. On the terms and subject to the conditions of this Agreement(a) Except as set forth on Schedule 5.12, Seller shalland the Divesting Entities own, at lease or have the Closinglegal right to use all of the Purchased Assets. Except as disclosed on Schedule 5.12, sell, transfer, convey, assign, grant Seller and deliver the Divesting Entities have good title to Purchaser, and Purchaser shall, at all the Closing, purchase and acquire from Seller, Purchased Assets free and clear of all Liens Liens, except for Permitted Liens. (except b) Except as set forth in Section 5.12(c), this Section 5.12 does not relate to Intellectual Property (including any domain names or web addresses), which is the subject of Section 5.11. (c) Except as set forth on Schedule 2.1)5.12, the Purchased Assets include all right, title and interest in and to all properties, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) (the “Purchased Assets”), including without limitation: (i) all FF&E; percentages and specifications of ingredients used to manufacture the Products for the Business, and (ii) all Receivables; processes and specifications for the design, composition, manufacture, packaging, labeling, product safety assurance, quality control, storage and shipping of the Products for the Business, in each case, used or held for use by Seller and the Divesting Entities in the conduct of the Business in the twelve (iii12) all Inventory; (iv) months prior to the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items Closing. Except as set forth on Schedule 2.1(v5.12, the Formulae and Specifications and the Transferred Know-How, together with the Licensed Know-How, includes all Know-How (and no Patents exist that are) hereto; used or held for use by Seller and the Divesting Entities in the manufacturing, packaging and labeling of the Products and necessary for Purchaser to provide for the manufacturing, packaging and labeling of the Products in the manner that Seller and the Divesting Entities provided for the manufacturing, packaging and labeling thereof in the conduct of the Business in the twelve (vi12) all other Intellectual Propertymonths prior to the Closing. Except as set forth on Schedule 5.12 and except for the Seller Names, including without limitation the Transferred Intellectual Property described on Schedule 2.1(vi); (vii) all design toolsand the Transferred Domain Names, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection together with the Assumed Benefit Plans; (xiii) to the extent transferableLicensed Know-How, includes all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the BusinessMarks, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet web addresses, Copyrights and content with respect to Internet websites, including such content Know-How (and no Patents exist that are) used or held for use by Seller and the Divesting Entities in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill the marketing and sales of the Business; and (xix) all other tangible or intangible property, rights Products and assets of Seller other than Seller Claims. With respect necessary for Purchaser to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above market and (ii) not reflected on sell the Products immediately following the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either in the manner the Products were marketed and sold by Seller and the Divesting Entities in the conduct of the Business in the twelve (x12) expressly accept such asset and assume months prior to the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetClosing.

Purchased Assets. On Upon the terms and subject to the conditions of this Agreement, Seller shall, at the Closing, Purchaser agrees to purchase from Seller and Parent agrees to cause Purchaser to purchase and Seller agrees to sell, transfer, convey, assign, grant assign and deliver to Purchaser, and Purchaser shall, at the Closing, purchase and acquire from Seller, free and clear of all Liens other than Permitted Liens, all of the assets, properties and business of the Business, of every kind and description, wherever located, tangible or intangible, owned, held, licensed, leased or otherwise used in or necessary for the conduct of the Business, as the same shall exist on the Closing Date, including all assets shown on the Balance Sheet and not disposed of in the ordinary course of business since the Balance Sheet Date (except as set forth on Schedule 2.1and, if disposed of after the Balance Sheet Date, in conformance with the terms hereof), and all assets and properties used in or necessary to the Business thereafter acquired by Seller or any Affiliate of Seller and held on the Closing Date (collectively, the "Purchased Assets"). Without limiting the generality of the foregoing, the Purchased Assets shall include all of Seller's right, title and interest in in, to and to all properties, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) (the “Purchased Assets”), including without limitationunder: (ia) all FF&E; (ii) all Receivables; (iii) all Inventory; (iv) of the Purchased Contracts; (v) all patents, copyrights, trademarks fixed and service marks (whether registered other tangible personal property used in or unregistered), all names (and variations thereof), all assumed fictional business names and trade namesnecessary to the Business, including without limitationall of the Operating Assets, and the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property Equipment described on Schedule 2.1(vi2.01(a); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ixb) the Leased Real Property; Intellectual Property listed on Schedule 2.01(b) (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller"Intellectual Property Assets"); (xic) all prepaid expenses (including prorated ad valorem taxes, leases and rentals) relating to the Business as existing on or prior to the Closing Date, including the prepaid expenses listed on Schedule 2.01(c), but excluding any prepaid expenses relating to Excluded Liabilities; (d) all Contracts listed on Schedule 2.01(d) and the Tasso Leases (to the extent transferable, that consent is required and has been received by the Closing Date) and all Licenses from any Governmental Authority relating investment banking engagement letters under which payment has not yet been made and related indemnity agreements entered into by Seller prior to the operation of Closing (the Business"Assumed Contracts"); (xiie) all rights in and sponsorship accounts receivable existing as of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation Closing Date with respect to the Assumed Benefit Plans and Contracts (it being understood that accounts receivable of Seller are reported on a cash basis); (f) the originals or true copies of all Books and Records in connection with the Assumed Benefit Plans; (xiii) relating to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights those described in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the BusinessSection 2.02(d); and (xixg) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any goodwill associated with the Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetAssets.

Purchased Assets. On the terms and subject to the conditions hereof and in consideration of this Agreementthe Purchase Price to be paid to the Seller by the Buyer, Seller shall, at the Closing, sell, transfer, convey, assign, grant Buyer hereby purchases and deliver to Purchaseracquires from the Seller, and Purchaser shallthe Seller hereby sells, at conveys, assigns, transfers and delivers to the Closing, purchase and acquire from Seller, free and clear of all Liens (except as set forth on Schedule 2.1)Buyer, all of the Seller’s right, title and interest in and to all assets, properties, rights, rights and interests, of any kind and description pertaining to the Business (whether personal, tangible or intangible, or fixed, contingent or otherwise), wherever located and intangible assets of Seller (by whomever possessed, owned, licensed or leased by the Seller, other than the Excluded Assets) Assets (collectively, the “Purchased Assets”), including without limitation: (i) free and clear of all FF&E; (ii) all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (v) all patentsLiens, copyrightsincluding, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth following: (a) all of the Seller’s Contracts and business arrangements, including, without limitation, sales and purchase orders, and confidentiality, dealership, service, maintenance, vendor, customer and service agreements, all of which are listed on Schedule 2.1(v) hereto; 1.1.1 (vi) all other Intellectual Propertycollectively, including without limitation the Intellectual Property described on Schedule 2.1(vi“Assigned Contracts”); (viib) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Seller’s Intellectual Property; (xc) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed Seller’s Licenses and Permits; (d) all of the Seller’s Accounts Receivable; (e) all of the Seller’s claims, deposits, prepayments, refunds, credits, causes of action, rights of recovery and setoff of any kind, including, without limitation, proceeds from insurance policies to the extent such proceeds relate to the Purchased Assets or the Assumed Liabilities and all rights of the Seller under or pursuant to all warranties, representations and guarantees made by SellerPersons to the Seller with respect to the Business (other than those that are Excluded Assets or Excluded Liabilities); (xif) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the BusinessSeller’s advertising, marketing, training and promotional materials and all other printed or written materials; (xiig) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Businesslists, including records and other information pertaining to suppliers and customers (including, without limitation, on the Leased Real Propertycustomer lists, including the right customer mailing lists and customer sales files); lists, records and other information pertaining to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit accounts, referral sources; books, ledgers, files, documents, correspondence and business and accounting records of the Shareholders;every kind (including, without limitation, all financial, business and marketing plans); and (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviiih) all goodwill of the Business; and (xix) Seller as a going concern and all other tangible or intangible property, rights and assets property of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the asset.

Purchased Assets. On Upon the terms and subject to the conditions of set forth in this Agreement, Seller shall, at the Closing, will sell, transfer, convey, assign, grant transfer and deliver assign to Purchaser, and Purchaser shall, at the Closing, purchase and acquire from Seller, free and clear of all Liens (except as set forth on Schedule 2.1other than Permitted Liens), and Purchaser will purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to substantially all of the assets properties, rights, interests, tangible rights and intangible assets business of Seller (and the Business, whether or not reflected on the books of Seller, other than the Excluded Assets) Assets (collectively, the “Purchased Assets”), as the same shall exist as of the Closing, including without limitationall of the Assigned Rights and also including Seller’s right, title and interest in and to the following: (i) all FF&E; (ii) all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (va) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof)service marks, all assumed fictional business names and trade names, service names, brand names, Internet domain names, web site content, logos, copyrights and any applications therefor, and any other intangible property rights, including without limitationproprietary know-how, product and technology licenses, inventions, discoveries and improvements, trade secrets, product drawings, specifications, designs and other proprietary and/or confidential information (collectively, “Intellectual Property”) owned by Seller and all of the items set forth on Schedule 2.1(v) heretogoodwill associated with the foregoing; (vib) all other Intellectual Propertybusiness records, books, price sheets, plans, designs, schematic drawings, engineering data, and the like used or useful in the conduct of the Business, including customer files, correspondence with customers and account histories, sales literature and promotional or other material pertaining to goods or services offered by the Business, material relating to the purchase of materials, supplies and services, research and commercial data, credit information, catalogs, brochures and training and other manuals (collectively, the “Books and Records”) other than Excluded Records; (c) without limitation the Intellectual Property described on Schedule 2.1(vilimiting Section 1.1(a) above, all of Seller’s rights to and under its names “Financial Security Services”, “Securion Protection Network” and “Securion Central Control” (“Seller’s Names”); (viid) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third partyAssumed Alarm Contracts; (viiie) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Depositsof the Assumed Loans; (ix) the Leased Real Property; (xf) all Books equipment, furniture, fixtures, vehicles, spare parts and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 other items of tangible personal property used in the conduct of the Noncompetition Agreement executed by SellerBusiness (collectively, the “Equipment”); (xig) all accounts receivable; (h) all causes of action, vendor, supplier and similar claims, deposits, prepayments, refunds, judgments, claims and demands of whatever nature to the extent relating to the Purchased Assets or the Assumed Liabilities; (i) all owned computer software (object code and, to the extent transferable, all Licenses from any Governmental Authority relating to the operation of source code) used or useful in the Business; (xiij) all rights in prepaid items and sponsorship of the Assumed Benefit Plans deferred items or credits and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content deposits with respect to Internet websites, including such content the Purchased Assets described in its electronic form; clauses (xviia) all rights, claims, causes of action against any Person; through (xviiiI) all goodwill of the Businessabove; and (xixk) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetShares.

Purchased Assets. On the terms and subject Subject to the terms, conditions of and exclusions set forth in this Agreement, Seller shall, at the Closing, sellSeller hereby sells, transfertransfers, conveydelivers, assign, grant conveys and deliver assigns to PurchaserBuyer, and Purchaser shallBuyer hereby purchases, at the Closing, purchase acquires and acquire accepts from Seller, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of the Terminal Business of every type and description, real, personal and mixed, tangible and intangible, other than the Excluded Assets (collectively, the “Purchased Assets”), wherever located and whether or not reflected on the books and records of Seller, as the same shall exist on the Closing Date, free and clear of all Liens (except as set forth on Schedule 2.1)for Permitted Liens. Notwithstanding the foregoing, all right, title Buyer and interest in Seller acknowledge and to all properties, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) (the “Purchased Assets”), including without limitation: agree that (i) all FF&E; the Owned Real Property will be conveyed to Buyer’s Real Property Affiliate pursuant to the Deed, (ii) all Receivables; the Purchased Vehicles will be conveyed to Buyer’s Transportation Affiliate pursuant to Section 7.1(n), and (iii) all Inventory;other Purchased Assets will be conveyed to Buyer pursuant to the B▇▇▇ of Sale and the Assignment and Assumption Agreement. The Purchased Assets shall include, without limiting the foregoing, the following: (iva) the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Owned Real Property; (xb) all Books equipment, storage tanks, docks, pipelines, flow lines, pumps, compressors, valves, fittings, machinery, furniture, fixtures, cranes, vehicles, computers, office equipment, spare parts, tools, tooling and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 other items of the Noncompetition Agreement executed tangible personal property owned by Seller, other than the Purchased Vehicles; (c) all of (but only) those Contracts relating to the Terminal Business that have been entered into by Seller and are expressly specified on Schedule 2.1(c) (collectively, the “Assumed Contracts”); (xid) all of Seller’s information relating to the Terminal Business, including all business records, books, and the like in the possession of or used by Seller relating to the Terminal Business, customer files, correspondence with customers and account histories, material relating to the purchase of materials, supplies and services, safety and environmental records, and training and other manuals (collectively, the “Books and Records”); (e) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been Permits issued to Seller and in effect at any time during or anyone under Seller’s operation control which are related to the conduct of the BusinessTerminal Business or the ownership, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller operation or any use of the Purchased Assets, including those specified on Schedule 4.9(b); (xvf) all telephone of Seller’s vehicles, tractors and facsimile numberstrailers, post office boxesincluding those specified on Schedule 2.1(f) (collectively, and bank accounts but not the cash contained therein that is an Excluded Asset“Purchased Vehicles”); (xvig) copies of all domain names personnel records (including all personnel, human resources and Internet addresses, and content with respect other records) of Seller relating to Internet websites, including such content in its electronic formthe Transferred Employees; (xviih) all rights, claims, causes of action against any Personthe Protected Receivables; (xviiii) all goodwill of the BusinessPurchased IP; and (xixj) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect goodwill relating to any the Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on Assets and/or the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetTerminal Business.

Purchased Assets. On The Purchased Assets are: (a) All of the terms billboard displays and subject other out-of-home advertising structures set forth and described in the Master Disclosure Schedule ("MDS") attached hereto, together with all necessary panels, moldings, components, assigned rights to the conditions of this Agreementwalls, Seller shallsections, at the Closingfixtures, sellparts, transfer, convey, assign, grant and deliver to Purchaserappurtenances, and Purchaser shallequipment attached to or made a part thereof, at including, for illuminated structures, all electrical components, wiring, and lighting components associated therewith that are existing, under construction or for which Seller has any rights (collectively, the Closing"Structures"); (b) All leases, purchase licenses, easements, other rights of ingress or egress, occupancy agreements, and acquire from Sellerall other grants of the right to place, free construct, own, operate or maintain the Structures on land, buildings and clear of other real property owned by third parties, and all Liens extensions, modifications, or renewals thereof and rights therein (except as for any claims for reimbursement of taxes or other similar items relating to taxes paid by Seller for the period prior to Closing) (collectively, the "Site Leases"), which Site Leases are set forth on Schedule 2.1), and described in the MDS; (c) All rights under existing and pending sales and advertising contracts associated with the Structures and all rightrights, title and interest in and to all properties, rights, interests, tangible and intangible assets the advertising copy displayed on the Structures as of the Closing Date (except for any claims for reimbursement of taxes or other similar items relating to taxes paid by Seller (other than Excluded Assetsfor the period prior to Closing) (collectively, the “Purchased Assets”"Advertising Services Agreements"), including without limitation: (i) all FF&E; (ii) all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items which Advertising Services Agreements are set forth and described on Schedule 2.1(v) Exhibit B attached hereto; (vid) All state and local licenses or permits/tags which Seller has with respect to the Structures and, to the extent assignable, all other Intellectual PropertyGovernmental Authorizations that are required for the operation of the Structures that Seller has with respect to the Structures, including including, without limitation limitation, all Governmental Authorizations to erect and maintain the Intellectual Property Structures or to occupy any sites covered by the Site Leases (collectively, the "Permits"), which Permits are set forth and described on Schedule 2.1(vi)in the MDS; (viie) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all All Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller);and (xif) to the extent transferableAll rights (including any benefits arising therefrom), all Licenses from any Governmental Authority causes of action, claims and demands of whatever nature (whether or not liquidated) relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding mediaPurchased Assets, assetsincluding, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Propertycondemnation rights and proceeds, including the right to any proceeds thereunder other than and all rights against suppliers under the warranties that Seller Policies has covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; Assets (xvexcept for any claims for reimbursement of taxes or other similar items relating to taxes paid by Seller for the period prior to Closing) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xix) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the asset.

Purchased Assets. On Upon the terms and subject to the conditions of set forth in this Agreement, Seller shall, at the Closing, Seller shall sell, transfer, convey, assign, grant transfer and deliver assign to Purchaser, and Purchaser shall, at the Closing, purchase and acquire from SellerBuyer, free and clear of all Liens Encumbrances, and Buyer shall purchase and acquire from Seller all of Seller's right, title and interest in, to and under all of the assets, properties and rights of every kind and nature (except as set forth on Schedule 2.1other than the Excluded Assets) of Seller (collectively, the "Purchased Assets"), including all of Seller's right, title and interest in and to any of the following: (a) all propertiesaccounts or notes receivable held by Seller, rightsand any security, interestsclaim, tangible remedy or other right related to any of the foregoing ("Accounts Receivable"); (b) all inventory, finished goods, raw materials, work in progress and intangible assets packaging materials of Seller (the "Inventory"); (c) all supplies, machinery, equipment, computers, furnishings, tools, and other than Excluded Assetstangible personal property (except Inventory) (the “Purchased Assets”"Tangible Personal Property"); (d) the Assigned Contracts; provided, that since Seller has agreed to provide copies of the potential Assigned Contracts only after the Closing (and shall provide such Contracts within the two (2) Business Day period following the Closing), Buyer will determine within thirty (30) days of receipt which such potential Assigned Contracts it wishes to have assigned and assumed, and any such Assigned Contracts will thereafter be transferred by Seller (without payment of any additional amount by Buyer) by means of an additional Assignment and Assumption Agreement executed after the Closing but effective as of the Closing. (e) the Seller Intellectual Property, including without limitation:the Intellectual Property listed on Schedule 4.11(a), the Specified Trademarks and the name of Seller (subject to the license set forth in Section 11.2); (f) all Permits which are held by Seller, including the Permits listed on Schedule 4.7(b); (g) all claims of Seller against Third Parties relating to the Purchased Assets or the Assumed Liabilities, whether actual or contingent, matured or unmatured, known or unknown; (h) all rights of Seller to insurance benefits payable under any insurance policy of Seller with respect to any damage to Purchased Assets that exists on the Closing Date; (i) all FF&E; (iirights of Seller under and assets attributable to the Seller 401(k) all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade namesPlan, including without limitationits sole and complete discretion as to profit sharing bonus contributions thereunder (for the avoidance of doubt, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vipayments required to be made by Buyer pursuant to Section 11.7 are not discretionary); (viij) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xix) all other tangible or intangible property, rights and assets of Seller under or attributable to Seller FSA Plan (including the excess (if any) of the aggregate accumulated contributions to the flexible spending reimbursement accounts under the Seller FSA Plan made during 2017 to the Closing Date by Transferred Employees over the aggregate reimbursement payments made during 2017 to the Closing Date from such accounts to such Transferred Employees); (k) all rights and assets of Seller under or attributable to Seller HRA Plan; (l) the Seller Books and Records; and (m) to the fullest extent possible under applicable Law, all defenses, counterclaims and other than rights of Seller Claims. With with respect to any Purchased Asset both (i) of a type not matter described in clauses Schedule 2.3(f) (i) through (xviii) above and (ii) if any such rights are retained by Seller under applicable Law, then Seller shall preserve and not reflected on the Closing Date Balance Sheet, if waive such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetretained rights).

Purchased Assets. On Pursuant to the terms and subject to the conditions of this Agreement, Seller shallset forth herein, at the Closing, Buyer shall purchase, and the Company shall sell, transfer, convey, assign, grant transfer and deliver to PurchaserBuyer, all of the assets, properties, rights, titles and Purchaser shallinterests, at other than the ClosingExcluded Assets, purchase of every kind or nature owned, leased, licensed or otherwise held by the Company (including indirect and acquire from Sellerother forms of beneficial ownership) as of the Closing Date, whether tangible, intangible, real, personal or mixed and wherever located, free and clear of all Liens Liens, including all of the following assets (except as set forth on Schedule 2.1)collectively, all right, title and interest in and to all properties, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) (the “Purchased Assets”), including without limitation:): (i) all FF&Etangible personal property, including all machinery, equipment, molds, tools, spare parts, furniture, accessories, office materials, packaging and shipping materials, office equipment, personal computers, telephone units, facsimile machines, file cabinets, artwork and drawings and other tangible personal property, including those items listed on Schedule 1.1(a)(i); (ii) all Receivablesraw materials, work-in-progress, finished goods, supplies and other inventories, wherever situated (the “Inventory”); (iii) subject to Section 1.1(b) and Section 1.3, all Inventoryrights existing under the Assumed Contracts; (iv) all rights to the Purchased Contractsemployment of the employees of the Company; (v) all patentsrights existing under any Contracts between the Company (or its Affiliates) and any of the Company’s employees or Contingent Workers, copyrightsin each case, trademarks and service marks (whether registered relating to confidentiality, intellectual property rights or unregistered), all names (and variations thereof), all assumed fictional business names and trade namesrestrictive covenants, including without limitation, the items set forth on Schedule 2.1(v) heretocovenants not to solicit or compete; (vi) all deposits, prepayments and prepaid expenses or other Intellectual Property, including without limitation the Intellectual Property described similar current assets set forth on Schedule 2.1(vi1.1(a)(vi); (vii) all design toolsclaims, order management warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off and other management toolsrights of recoupment of every kind and nature (including rights to insurance proceeds), manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities except for any of the Seller foregoing to the extent they relate to Excluded Assets or the facilities of a third partyExcluded Liabilities; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC DepositsIntellectual Property of the Company; (ix) the Leased Real Propertyall Permits; (x) all Books books and Records; provided however that Seller shall be entitled records, including ledgers, correspondence, lists, studies and reports and other printed or written materials, including, without limitation, all lists and records pertaining to retain a copy thereof customers, personnel, agents, suppliers, distributors and pricing, purchase and sale records, quality control records, research and development files, files and data, company manuals and other business related documents and materials, whether written, electronic or otherwise, and all telephone and facsimile numbers and internet access (subject to Section 2 of the Noncompetition Agreement executed by Seller)including email) accounts; (xi) to the extent transferable, all Licenses from other assets of any Governmental Authority relating to the operation kind or nature of the Business;Company; and (xii) all rights in insurance, warranty and sponsorship condemnation net proceeds received after the Closing Date with respect to damage, non-conformance of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation or loss to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xix) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the asset.

Purchased Assets. On At the Closing, and upon the terms and subject to the conditions set forth herein and in the Sale Order and, with respect to the Sellers, subject to the approval of this Agreementthe Bankruptcy Court pursuant to sections 363 and 365 of the Bankruptcy Code, Seller shall, at the Closing, Sellers shall sell, transfer, convey, assign, grant transfer and deliver to PurchaserBuyer, and Purchaser shallBuyer shall purchase, at acquire and accept from the Sellers, all of the right, title and interest of each of the Sellers as of the Closing, purchase and acquire from Seller, free and clear of all Liens (other than Permitted Liens and Assumed Liabilities), in, to and under, all of the Purchased Assets. The Purchased Assets shall include Sellers’ rights, titles and interests in, to and under each of the following of the Sellers as of the Closing: (a) other than the Excluded Cash, (i) all cash, money orders, third-party checks, wire transfers and any other funds of the Sellers, commercial paper, marketable securities, demand deposits, reserves for Taxes, certificates of deposit and other bank deposits, deposits of any Seller with any third-party (including any vendor, manufacturer, customer, utility or landlord or other cash deposits for rent, electricity, telephone or otherwise), treasury bills, and other cash equivalents and liquid investments and (ii) the Acquired Bank Accounts; (b) all deposits, credits, and prepaid charges and expenses from whatever source paid; (c) all accounts receivable; (d) all Avoidance Actions other than those claims set forth on Schedule 2.1(s) that constitute Avoidance Actions (collectively, the “Excluded Avoidance Actions”); (e) [Reserved]; (f) all royalties, advances, prepaid assets, and other current assets; (g) all machinery, furniture, fixtures, furnishings, equipment, and other tangible personal property owned or used or held for use by the Sellers in the conduct of the Business, including all artwork, desks, chairs, tables, hardware, copiers, telephone lines and numbers, facsimile machines and other telecommunication equipment, cubicles and miscellaneous office furnishings and supplies; (h) all rights of any Seller under or pursuant to all warranties, representations and guarantees, including those made by suppliers, manufacturers and contractors or any other third party to and for the benefit of any Seller; (i) except as set forth in Section 2.2(g), all current and prior insurance policies, to the extent transferable, and all rights and benefits of any nature of Sellers with respect thereto, including all insurance recoveries or proceeds thereunder and rights to assert claims with respect to any such insurance recoveries or proceeds; (j) all Permits, including those listed on Schedule 2.12.1(j), to the extent transferable or assignable under Law; (k) all Assumed Contracts; (l) all Documents (other than Excluded Documents); (m) all Acquired Intellectual Property and all of Sellers’ rights to institute and pursue Proceedings against third parties for past, present and future infringement, misappropriation or dilution of any of the foregoing, or other conflict therewith, and all of the Sellers’ rights to recover damages or lost profits in connection with any of the foregoing; (n) all Equity Interests of the Foreign Subsidiaries owned by the Sellers; (o) all rights under non-disclosure or confidentiality, non-compete or non- solicitation agreements with current or former employees and non-employee agents of any Seller or with third parties (including any non-disclosure or confidentiality, non-compete, or non- solicitation agreement entered into in connection with the Auction); (p) any interest in any internet websites, URLs or internet domain names, and any applications and registrations pertaining thereto; (q) any loans owed to any Seller by any current or former employee, officer or director of any Seller; (r) the sponsorship of all Assumed Benefit Plans and all right, title and interest in and to any assets thereof or relating thereto; (s) all propertiesClaims, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) (the “Purchased Assets”Claims set forth on Schedule 2.1(s), that the Sellers may have against any Person, including without limitation: (i) all FF&E; (ii) all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action action, rights of recovery, rights of set-off, and rights of recoupment as of the Closing of any Seller, in each case, arising out of or relating to events occurring on or prior to the Closing Date (and any proceeds paid from all current and prior insurance policies), and (ii) all claims that any Seller may have against any PersonPerson with respect to any other Purchased Assets or any Assumed Liabilities; (xviiit) all goodwill other assets or rights of every kind and description of Sellers as of the Closing related to the Business, wherever located, whether real, personal or mixed, tangible or intangible that are not Excluded Assets; and (xixu) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect goodwill related to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetforegoing.

Purchased Assets. On At the Closing, and upon the terms and subject to the conditions of this Agreement, Seller shall, at the Closingand/or shall cause its applicable Affiliates to, sell, transfer, convey, assign, grant sell and deliver assign to PurchaserBuyer and/or its designated Affiliates, and Purchaser Buyer shall, at the Closingand/or shall cause its designated Affiliates to, purchase and acquire accept from Seller and/or its applicable Affiliates, all of Seller’s and/or its Affiliates’ right, title and interest existing on the Closing Date in and to the following assets, free and clear of all Liens (except as set forth on Schedule 2.1)Encumbrances, all right, title and interest in and to all properties, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) Permitted Encumbrances (the “Purchased Assets”), including without limitation:): (i) all FF&ESeller’s and/or its Affiliates’ Product Registrations as expressly identified and set forth in Exhibit 2.1(a)(i) (collectively, the “Transferred Registrations”); (ii) all ReceivablesSeller’s and/or its Affiliates’ Product Registration Data to the extent specifically relating to and in support of the Transferred Registrations which, to Seller’s Knowledge, are identified and set forth in Exhibit 2.1(a)(ii) (collectively, the “Transferred Registration Data”) including, without limitation, rights to data compensation associated therewith; (iii) all InventorySeller’s and/or its Affiliates’ trademarks as expressly identified and set forth in Exhibit 2.1(a)(iii) (collectively, the “Transferred Trademarks”); (iv) Seller’s and/or its Affiliates’ know-how specifically relating to the Purchased Contractsformulation of formulated Products, as expressly identified on Exhibit 2.1 (a) (v)(collectively, the “Transferred Know-How”) ; (v) all patentsSeller and/or its Affiliates’ books, copyrights, trademarks records and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade namesfiles, including without limitation, customer lists, sales and marketing information, sales records, pricing information, incentive programs, distribution programs, supply information, and all efficacy data to the items set forth on Schedule 2.1(v) heretoextent specifically relating to Seller’s and/or its Affiliates’ sales of Products; (vi) all other Intellectual Property, including without limitation Seller’s and/or its Affiliates’ rights under the Intellectual Property described on Schedule 2.1(vi);Transferred Contracts; and (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities Seller’s and/or its Affiliates’ rights under customer orders for Products received by Seller for which title has not passed to customer as of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xix) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetClosing.

Purchased Assets. On Subject to the terms and subject to conditions set forth in the conditions of recitals set forth above, which are incorporated herein by reference, and this Agreement, Seller shall, at the Closing, shall sell, transfer, convey, assign, grant transfer and deliver to Purchaser, and Purchaser shall, Buyer at the ClosingClosing (defined below) and Buyer shall purchase, purchase for the Purchase Price set forth in ARTICLE 2 hereof, all of the assets and acquire from Seller, free and clear business of all Liens (except as the Business specifically set forth on Schedule 2.1)1.1 hereto, excluding the Excluded Assets defined in Section 1.6, all rightof which are hereinafter called the "Assets," including, title without limitation, the following specific assets described in this Section 1.1: (a) All inventories, including JetA and interest Avgas fuel inventories, finished goods, work-in-progress and raw materials, supplies and parts owned by Seller pertaining to the Business (the "Inventory") as of the close of business on the date immediately prior to the Closing Date including, without limitation, the Inventory set forth on Schedule 1.1(a). (b) All rights and interests of Seller in and to all propertiescontracts, rightsleases of personal property, interestspurchase orders, tangible orders from customers, supply agreements, distribution agreements, independent sales representative agreements, license agreements, and intangible assets of Seller (other than Excluded Assets) agreements entered into pertaining to the Business or the Assets in effect on the Closing Date, excluding any amendments, revisions, changes or new orders under such agreements (the “Purchased Assets”"Contracts"). All Contracts that are in effect on the date hereof, including without limitation: (i) all FF&E; (ii) all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items are set forth on Schedule 2.1(v) hereto;1.1(b). (vic) All rights of Seller under or pursuant to all other Intellectual Propertywarranties, including without limitation representations and guaranties made by suppliers in connection with products or services furnished to the Intellectual Property described on Schedule 2.1(vi);Business, or otherwise pertaining to the Business of affecting the Assets. (viid) All of Seller's customer lists, together with all design toolsdesigns, order management notes, and other management tools, manufacturing tools intangibles which are used in the Business; and test equipment, all records and files (including laboratory testing equipment, whether located at computer records and files) and papers useful in operating the facilities of the Seller Business or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation Assets, including, but not limited to, manuals and data, sales, advertising materials, sales and purchase correspondence, shipping records and employment records for current employees of Seller whom Buyer wish to retain. (e) All federal, foreign, state, provincial, municipal, local or other governmental consents, certifications, licenses, permits, registrations, grants and other authorizations that are necessary to permit Seller to conduct the Business as presently conducted (collectively, the "Authorizations" and individually, an "Authorization"). All Authorizations in effect as of the Business;date of this Agreement are set forth on Schedule 1.1(e). (xiif) all rights in All fuel trucks, aircraft tows, utility carts, portable generators, equipment, heavy equipment, machinery and sponsorship vehicles of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records Seller used in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation Business as of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xix) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet(collectively, if the "Equipment"). All of such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume assets as of the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset date of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetthis Agreement are set forth on Schedule 1.1(f).

Purchased Assets. On The Purchased Assets are those assets of Seller used in the terms Business listed below: (a) all of the billboard displays and subject other out-of-home advertising structures, together with all components, fixtures, parts, appurtenances, and equipment attached to or made a part thereof that are existing, under construction or for which Seller has any rights (including at least 1,900 structures and 2,400 sign faces) (collectively, the "Structures"), including, without limitation, all of the Structures listed on Schedule 2.2(a); (b) all leases, licenses, easements, other rights of ingress or egress, and all other grants of the right to place, construct, own, operate or maintain billboard displays and other out-of-home advertising structures (including, without limitation, the Structures) on land, buildings and 2 other real property owned by third parties, and all rights therein (collectively, the "Site Leases"), including, without limitation, those Site Leases listed on Schedule 2.2(b): (c) all of the rights under existing and pending sales and advertising contracts associated with the Business, all rights to the conditions advertising copy displayed on the Structures as of this Agreementthe Closing Date, all other rights to collect and receive income from the use of the Structures and security deposits, if any, with respect thereto (collectively, the "Advertising Contracts"), including, without limitation, all of the Advertising Contracts listed on Schedule 2.2(c); (d) all state and local licenses or permits/tags which Seller shallhas or has an interest in with respect to the Business and all other Governmental Authorizations that are required for the operation of the Business (collectively, at the Closing"Permits"), sellincluding, transferwithout limitation, conveyall of the Permits listed on Schedule 2.2(d); (e) all accounts receivable, assignprepaid items and other assets of Seller as of the Closing Date used in the Business that would be reflected as current assets on a balance sheet of Seller as of the Closing Date prepared in a manner consistent with Section 3. 10(a) (but excluding cash); (f) the Books and Records; (g) the Intangible Property; (h) all real property owned in fee by Seller (or, grant in the case of the real property commonly known as 4000 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ [▇▇e "Omaha Property"], owned by L.K. Company, L.L.C., a Nebraska limited liability company [the "LLC"]) and deliver to Purchaserused in the Business and any rights therein, and Purchaser shallall buildings, fixtures, structures and other improvements located thereon, listed on Schedule 2.2(h) (the "Real Property") (but excluding the real property commonly referred to as the Century 21 Apartments located at 10025 "S" Plaza, Omaha, Nebraska); (i) all tangible personal property owned by Seller and used in the Closingoperation of the Business, purchase including, without limitation, the property listed on Schedule 2.2(i) (collectively, the "Tangible Personal Property"); (j) all supplies used in connection with the Business, including, without limitation, panels, moldings, steel components, sections, parts, paint supplies, and acquire from Sellerappurtenances, free equipment, electrical connections, wiring and clear of all Liens (except lighting components, as set forth on Schedule 2.12.2(j); and (k) all rights (including any benefits arising therefrom), all rightcauses of action, title claims and interest in and to all properties, rights, interests, tangible and intangible assets demands of whatever nature (whether or not liquidated) of Seller (other than Excluded Assets) (relating to the “Purchased Assets”), including without limitation: (i) all FF&E; (ii) all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (v) all patentsincluding, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Propertycondemnation rights and proceeds, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights against suppliers under the Seller Policies warranties covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xix) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the asset.

Purchased Assets. On (a) Subject to the terms and subject to the conditions of this Agreement, Seller shall, at the Closing, Seller shall sell, convey, transfer, convey, assign, grant assign and deliver to Purchaser, and Purchaser shall, at the Closing, shall purchase and acquire from Seller, free and clear of all Liens (except as set forth on Schedule 2.1)other than Permitted Liens, all of Seller’s right, title and interest in and to all of the assets, properties, leases, rights, interestsclaims, tangible and intangible assets of Seller Contracts Related to the Business (other than Excluded Assetsexcept as set forth in Section 2.2) (collectively, the “Purchased Assets”), including without limitationthe following: (i) all FF&Epersonal property and interests therein Related to the Business, including any mobile grain storage facilities, processing equipment, furniture, office equipment (including computers and printers), communications equipment and other tangible personal property and interests therein owned, licensed or leased by Seller, including those set forth on Schedule 2.1(a)(i); (ii) all Receivablesbooks and records and data necessary to operate the Business (or (1) in the case of any such books and records that are not exclusively used in the Business, a copy of such books and records, and (2) in the case of data that resides on servers that are not Purchased Assets, a copy of such data in a format usable by Purchaser), including any and all product specifications, developments, improvements, revisions or modifications; (iii) all Inventorybenefits associated with any pre-paid expenses Related to the Business but not any insurance policies (but excluding any Tax refunds); (iv) all goodwill and other intangible properties Related to the Purchased ContractsBusiness; (v) all patents(A) customer contact lists (including any marketing lists or lists used for the purpose of developing new customers) and related contact information, copyrights(B) customer pricing lists, trademarks (C) vendor contact information and service marks (whether registered or unregistered)D) vendor pricing lists, all names (and variations thereof)in each case, all assumed fictional business names and trade names, including without limitation, utilized in the items set forth on Schedule 2.1(v) heretoBusiness as of the Closing; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi)Inventory; (vii) all design tools, order management and other management tools, manufacturing tools and test equipmentProprietary Rights related to the Business, including laboratory testing equipmentthose set forth on Schedule 2.1(a)(vii) (collectively, whether located at the facilities of the Seller or the facilities of a third party“Acquired Intellectual Property”); (viii) all rights of Seller Advance Payments(A) under Contracts with its customers for the sale or provision of Products (the “Sales Contracts”), (B) under Contracts with its vendors for the supply of Inventory (the “Vendor Contracts”), (C) under unpaid purchase orders with its vendors for the supply of Inventory that has not been received by Seller as of the Closing (the “Pending Vendor Purchase Orders”), (D) under customer purchase orders that have not been invoiced and have not been fulfilled by Seller as of the Closing (the “Pending Customer DepositsPurchase Orders”), Seller (E) under Contracts regarding or concerning the Acquired Intellectual Property (“IP Contracts”), and (F) the operating leases set forth on Schedule 2.1(a)(viii) (the “Operating Leases”); in each case, Related to the Business and including those Material Contracts set forth on Schedule 2.1(a)(viii) (the Sales Contracts, Vendor Contracts, Pending Vendor Purchase Orders, Pending Customer Prepayments Purchase Orders, IP Contracts, Operating Leases and LC Depositsother Contracts set forth on Schedule 2.1(a)(viii) are sometimes hereinafter referred to, collectively, as the “Assumed Contracts”); (ix) the Leased Acquired Real Property; (x) all Books accounts, notes and Records; provided however that Seller shall be entitled to retain a copy thereof other receivables (subject to Section 2 including unbilled receivables) arising out of the Noncompetition Agreement executed sale by SellerSeller of goods, services or products of the Business, excluding inter-company receivables from Seller or its Affiliates (“Accounts Receivable”); (xi) all other current assets Related to the extent transferableBusiness included in the Closing Working Capital Statement, but excluding all Licenses from any Governmental Authority relating to the operation of the Businesscash and cash equivalents; (xii) all rights in (including rights of recovery, rights of set off and sponsorship rights of the Assumed Benefit Plans and any associated funding mediarecoupment), assetsclaims, reserves and credits, the benefit defenses, causes of the insurance policies action (including counterclaims), choses in action and service agreements all other rights to bring any Action at law or in relation equity or to the extent arising out of or relating to any Purchased Asset or any Assumed Benefit Plans Liability and all Books and Records in connection with the Assumed Benefit Plansnot arising out of or relating to any Excluded Liability; (xiii) all transferable licenses, governmental authorizations and other Permits and Environmental Permits required to own or operate the Purchased Assets and the Real Property or otherwise Related to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets;assets listed on Schedule 2.1(a)(xiv); and (xv) all telephone other right, title and facsimile numbersinterest in and to all of the assets, post office boxesproperties, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addressesleases, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; claims and Contracts Related to the Business (xviii) all goodwill of the Business; and (xix) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described except as set forth in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetSection 2.2).

Purchased Assets. On In addition to all properties and assets of the Acquired Subsidiaries (which shall remain properties and assets of such entities upon the Closing, but which shall not constitute Purchased Assets for purposes of this Agreement), on the terms and subject to the conditions of set forth in this Agreement, Seller shall, at the Closing, Sellers shall sell, transfer, convey, assign, grant convey and deliver to PurchaserBuyer, and Purchaser shall, at the Closing, purchase and acquire from SellerBuyer shall purchase, free and clear of all Liabilities and Liens (except as set forth on Schedule 2.1other than Liens created by Buyer and Permitted Liens), all the right, title and interest in of Sellers in, to or under all of the properties and to all properties, rights, interests, tangible and intangible assets of Seller Sellers used primarily in the Chemical Plus Business (other than the Excluded Assets) ), including the following (herein collectively called the “Purchased Assets”): (a) all outstanding shares of capital stock or other equity interests of the Purchased Subsidiaries (other than (i) 8,401 shares of A▇▇▇▇ ▇▇ that are owned by Aceto Bermuda and (ii) 70% of the outstanding equity interests of the Joint Venture, which are owned by United Phosphorus Inc.); provided, notwithstanding anything contained herein to the contrary, Buyer may, upon prior written notice to Sellers, assign the right to purchase such shares of capital stock or other equity interests to one or more wholly-owned Subsidiaries of the Buyer; provided, further, that no such assignment shall relieve Buyer of any Liability or obligation under this Agreement; provided further that, at the request of Buyer, NY Agri will transfer to Aceto Bermuda, contemporaneously with Closing, the one share of capital stock of A▇▇▇▇ ▇▇ owned by NY Agri; (b) the Accounts Receivable and Intercompany Accounts Receivable of Sellers outstanding as of the Closing Date; (c) to the extent assignable pursuant to Sections 363 and 365 of the Bankruptcy Code, the Contracts listed or described on Schedule 1.1(c) as of the Assumption Deadline, as may be amended by Buyer as provided herein (the “Assumed Contracts”), and all purchase orders of the Sellers in respect of the Acquired Business that are issued in the Ordinary Course of Business and outstanding as of the Closing Date (the “Assumed Purchase Orders”); (d) to the extent assignable pursuant to Sections 363 and 365 of the Bankruptcy Code, the Real Property Lease(s) of Sellers, and rights thereunder, listed or described on Schedule 1.1(d) (such Real Property Lease(s), the “Assumed Real Property Lease(s)”); (e) subject to Section 1.7, any Owned Real Property of a Seller set forth on Schedule 1.1(e); (f) all rights (including without limitation:goodwill, if any) in and to the products set forth on Schedule 1.1(f) (the “Products”) and all Product registrations and related registration information (including applications that are in the process of being prepared by a Seller or an Acquired Subsidiary for Product registrations); (g) the equipment, machinery, forklifts, vehicles, fixtures, furniture, furnishings, signage, leasehold improvements and other tangible personal property owned by each Seller as of the Closing Date that are (A) located on or at the Acquired Real Property and held primarily for, or used primarily in, the Acquired Business, (B) held primarily for, or used primarily in, the Acquired Business and existing as of the Closing or (C) set forth on Schedule 1.1(g); (h) to the extent assignable pursuant to Sections 363 and 365 of the Bankruptcy Code, all Permits and pending applications therefor; (i) all FF&E; (ii) all Receivables; (iii) all Inventory; (iv) to the Purchased Contracts; (v) all patents, copyrights, trademarks extent assignable pursuant to Sections 363 and service marks (whether registered or unregistered)365 of the Bankruptcy Code, all names Intellectual Property that is owned or licensed by each Seller (and variations thereof)A) held primarily for, all assumed fictional business names and trade names, including without limitationor used primarily in, the items Acquired Business and existing as of the Closing or (B) set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi1.1(i); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (xj) all Books and RecordsRecords related primarily to the Acquired Business, except those: (i) relating primarily to any Excluded Asset or Excluded Liability; provided however (ii) relating primarily to employees of a Seller or any Purchased Subsidiary who are not Transferred Employees; or (iii) that a Seller shall be entitled or any Purchased Subsidiary is not permitted to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller)transfer under applicable Law; (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xvk) all telephone and facsimile numbers, post office boxesemail and web addresses, social media accounts and bank accounts but not other directory listings used primarily in connection with the cash contained therein that is an Excluded AssetAcquired Business, to the extent assignable; (xvil) all domain names to the extent assignable pursuant to Sections 363 and Internet addresses365 of the Bankruptcy Code, the equipment leases listed or described on Schedule 1.1(l) (the “Assumed Equipment Leases” and content together with respect to Internet websitesthe Assumed Contracts and Assumed Real Property Lease(s), including such content in its electronic formthe “Buyer Assumed Agreements”); (xviim) all other than as set forth on Schedule 1.1(m), any rights, claims, credits, refunds, causes of action action, choses in action, rights of recovery and rights of setoff of each Seller against third parties arising out of, or primarily related to, the Purchased Assets or the Acquired Business, including any Personrights in connection with product returns, rebates, credits and related claims and any rights under or pursuant to any and all warranties, representations and guarantees made by suppliers, manufacturers and contractors relating to products sold, or services provided, to each Seller primarily related to the Purchased Assets or the Acquired Business; (xviiin) all rights of each Seller under non-disclosure or confidentiality, non-disparagement, non-compete, or non-solicitation agreements with the Transferred Employees or any employees of each Seller terminated within two (2) years prior to the Closing Date, or with any agents of each Seller or with third parties, in each case, related primarily to the Acquired Business; (1) the Seller Benefit Plans listed on Schedule 1.1(o)(1), solely to the extent such pertains to a Transferred Employee and (2) the Seller Benefit Plans listed on Schedule 1.1(o)(2), whether or not pertaining to a Transferred Employee (collectively, the “Assumed Plans”), and any trusts, assets, reserves, credits and service agreements, but only to the extent of the Transferred Employees, and all documents created, filed or maintained in connection with the Assumed Plans to the extent transferable in accordance with the existing terms and conditions of such Assumed Plans, any applicable insurance policies related to the Assumed Plans and Bankruptcy Court approval; (p) all Purchased Deposits; (q) all Inventory held by each Seller primarily for use in the Acquired Business as of the Closing Date; (r) the additional assets listed on Schedule 1.1(r); (s) all rights under insurance policies of the Sellers to the extent relating to any Assumed Liability; (t) all goodwill as of the BusinessClosing Date that is associated with the Acquired Business not expressly referenced in Sections 1.1(a) through 1.1(s); and (xixu) all other tangible avoidance actions (including any proceeds thereof), including all claims and causes of action arising under Sections 544 through 553 of the Bankruptcy Code or intangible propertyany analogous state law, rights and assets of Seller other than Seller Claims. With respect but only to any Purchased Asset both the extent such actions are against the following parties (collectively, the “Designated Parties”): (i) any of a type not described the Sellers’ vendors, suppliers, customers, or trade creditors in clauses (i) through (xviii) above regards or related to the Purchased Assets or Acquired Business and (ii) not reflected on any counterparties to any Buyer Assumed Agreements (collectively, the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a “Purchased Asset, in which case it shall remain an asset of Seller, Avoidance Actions”); provided, that it is understood and agreed by the parties that the Buyer will not assert or pursue any Purchased Avoidance Actions against any of the Designated Parties other than as a defense, offset, or counterclaim against any claim or cause of action raised or asserted by such Designated Party. Buyer shall have the right at any time prior to 5:00 p.m. prevailing Eastern Time on the day that is one (1) day prior to the Auction to amend Schedule 1.1(c) in accordance with the Bidding Procedures and Bidding Procedures Order so as to exclude any Contract from being an Assumed Contract. A schedule of Assumed Contracts and any Cure Costs relating thereto (to the extent such Assumed Contracts have not already been included on one or more notices of potential assumption and assignment of executory contracts and unexpired leases filed by Sellers with the Bankruptcy Court) shall be filed by Sellers with the Bankruptcy Court and served on the counterparties to the Assumed Contracts in accordance with the Bidding Procedures Order. Notwithstanding anything to the contrary, in connection with any change to Schedule 1.1(c) described in the preceding sentence, (i) any Purchased Assets exclusively related to any Contract that is excluded shall become an Excluded Asset to the extent applicable in accordance with Section 1.2, (ii) Sellers shall be permitted to update the Sellers Disclosure Schedule as necessary to correct or complete any such disclosure contained therein, (iii) Buyer acknowledges and agrees that there shall be no event reduction in the Purchase Price if it elects to remove any Contract listed on Schedule 1.1(c), and (iv) the Cure Cost shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetadjusted, as applicable.

Purchased Assets. On Subject to the terms and subject to the conditions of this Agreement, Seller shalland except as set forth in SECTION 2.2 below, each of the Sellers agrees to and will at the Closing, sell, convey, transfer, convey, assign, grant assign and deliver to PurchaserBuyer, and Purchaser shall, at Buyer shall purchase from the Closing, purchase and acquire from Seller, free and clear of all Liens (except as set forth on Schedule 2.1)Sellers, all of Sellers' right, title and interest in all business, properties and to all properties, rights, interests, tangible and intangible assets of Seller every kind and nature which are owned by the Sellers or in which the Sellers have any interest, whether tangible or intangible, wherever located, and whether in the possession of the Sellers or any other Person, as shall exist on the Closing Date (as defined below), which are used in connection with or otherwise relate to the Business other than the Excluded AssetsAssets (as defined below) (collectively, the “"Purchased Assets”)") free and clear of any Liens. Without limiting the generality of the foregoing, including without limitationthe Purchased Assets shall include the following: (ia) all FF&Egeneral intangibles (and the right to fully exploit them in all media worldwide) which are used in connection with or otherwise relate to the Business, including, without limitation, all works of original authorship, whether or not registered; all copyrights, whether or not registered, copyright applications, copyright registrations and like protections of works of authorship and derivative works thereof, whether published or unpublished; all trademarks, trademark applications, trademark registrations, servicemarks, servicemark applications, service ▇▇▇▇ registrations, trade styles, mask works, tradenames, inventions, whether or not patentable, patents and patent applications; all Internet domain names; and all trade secrets and rights, technology, know-how, designs, drawings (including digital drawings) and confidential information and all rights available for the protection of any of the foregoing (collectively, the "Intellectual Property"), including, without limitation, all software owned or licensed by the Sellers, content, "agent" technology, StreamMaker technology, "2torials" and other Intellectual Property set forth on SCHEDULE 2.1(a), and the right to ▇▇▇ for past unresolved infringements, subject to the terms of this Agreement; (iib) all Receivablesoperating manuals, installation manuals, blueprints, designs, drawings, purchase orders, customer lists, supplier lists, computer programs, computer disks, computer tapes, data, literature and reports which are used in connection with or otherwise relate to the Business; (iiic) to the extent assignable, all Inventorypermits, licenses, certificates of authority, franchises, accreditations, registrations, required government or official approval and other authorizations (collectively, the "Permits") which are used in connection with or otherwise relate to the Business, including, without limitation, all those set forth on SCHEDULE 2.1(c); (ivd) all tangible personal property including, without limitation, all machinery, equipment, supplies, furniture and fixtures which are used in connection with the Purchased ContractsBusiness, including, without limitation, all those set forth on SCHEDULE 2.1(d); (ve) subject to SECTION 2.3, all rights in, to or under any agreements, contracts, arrangements, obligations, promises or undertakings made or entered into by any of the Sellers or by which it or its properties or assets are bound, whether written or oral, express or implied, which are used in connection with or otherwise relate to the Business and are in effect on the Closing Date (collectively, the "Contracts"), including, without limitation, all those set forth on SCHEDULE 2.1(e). The Sellers shall be entitled to retain one copy of each of the Contracts for litigation purposes only; (f) all patentschoses in action, copyrightscauses of action, trademarks claims and service marks other rights of every kind and nature of the Sellers against any third party which relate to the Business (whether registered or unregisteredsubject, however, to the terms of SECTION 8.1), all names (and variations thereof)including, without limitation, all assumed fictional business names those set forth on SCHEDULE 2.1(f); (g) all operating data and trade namesrecords of the Sellers, including without limitation, all testing data and records, customer, client and supplier lists and records of past, present and prospective customers, clients and suppliers and other similar documents and records which are used in connection with or otherwise relate to the items set forth on Schedule 2.1(vBusiness (original copies of which shall be provided in case of any such data and records which relate exclusively to the Business (one copy of each of which may be maintained by the Sellers for litigation purposes only) hereto; (vi) all and copies of which shall be provided in the case of any such data and records which relate to the Business as well as businesses other Intellectual Propertythan the Business which are conducted by the Sellers, including without limitation which copies shall have been redacted to the Intellectual Property described on Schedule 2.1(viextent they contain data and records which relate to any such other businesses); (viih) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the BusinessReceivables; and (xixi) any goodwill of the Business connected with the use of and symbolized by each trademark, tradename, service ▇▇▇▇ and trade dress and all other tangible or intangible property, rights necessary for the continuation of the reality symbolized by any trademarks and assets of Seller other than Seller Claims. With respect to any copyrights included in the Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetAssets.

Purchased Assets. On the terms Except for Seller’s Retained Rights and subject to the terms and conditions of this AgreementAgreement and in reliance upon the representations, warranties, covenants and agreements of Seller shallcontained herein, at the Closing, Parent Seller (or Subsidiary Seller) shall sell, convey, transfer, convey, assign, grant assign and deliver to Parent Purchaser (or Subsidiary Purchaser, if so designated by Parent Purchaser), and Parent Purchaser shall, at the Closing, shall purchase and acquire (and shall cause Subsidiary Purchaser, if so designated by Parent Purchaser, to purchase and acquire) from Parent Seller (or Subsidiary Seller), free and clear of all Liens (except as set forth on Schedule 2.1)other than the Permitted Exceptions, all of Parent Seller’s (or Subsidiary Seller) right, title and interest in and to all propertiesthe following Assets (collectively, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) (the “Purchased Assets”)): (a) All Assets that were previously acquired by Seller or its respective Affiliates from Silicon Optix and its Affiliates, including without limitation: (i) all FF&E; (ii) all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items as set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property2.1(a)(i), including without limitation the Intellectual Property described but excluding any Assets specified on Schedule 2.1(vi2.1(a)(ii); (viib) all design tools, order management All Assets directly related to and other management tools, manufacturing tools primarily used in connection with the Seller’s HQV and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third partyFRC product lines as set forth on Schedule 2.1(b); (viiic) all Seller Advance PaymentsAll Tangible Personal Property, Seller Customer Deposits, Seller Customer Prepayments and LC Depositsincluding Tangible Personal Property set forth on Schedule 2.1(c); (ixd) the Leased Real PropertyAll Seller Source Code; (xe) All of Seller’s rights under the Contracts that are set forth on Schedule 2.1(e) (the “Assigned Contracts”), including Seller’s rights and licenses in and to any Licensed Technology or Licensed IP under such Assigned Contracts and Seller’s possession of any such Licensed Technology; (f) All Permits and Environmental Permits set forth on Schedule 2.1(f); (g) All data, information, records, files, manuals, blueprints and other documentation, in each case, that are necessary for the conduct of and that are primarily used or held for use in the Business, including: (i) service and warranty records; (ii) technical and design notes, test cases and suites, test scripts, characterization data, studies, reports, correspondence and other similar documents and records, whether in electronic form or otherwise; (iii) all Books and Records; provided however (iv) purchasing records and records relating to suppliers, (v) records and files primarily related to the prosecution and maintenance of the Acquired Proprietary Rights and (vi) subject to applicable Law, copies of all personnel records of all Transferred Employees; provided, however, that (1) with respect to any such books and records that also relate to or are also required for the operation of the assets and businesses retained by Seller, Seller may retain the originals of such books and records and deliver copies thereof to Purchaser, and (2) with respect to Tax Returns, Purchased Assets shall include only copies of Tax Returns required to be entitled disclosed or shared pursuant to retain a copy thereof Section 5.18; (h) All Patents (subject to Section 2 Seller’s Retained Rights as set forth in Exhibit C) domain names and Trademarks set forth on Schedule 2.1(h), and all other Proprietary Rights (other than Patents, domain names and Trademarks) owned or purported to be owned by Seller that are necessary for the conduct of and that are primarily used or held for use in the Noncompetition Agreement executed Business, including such other Proprietary Rights in the Acquired Technology and Software Programs, and all transferable rights to ▇▇▇ or assert claims against or seek remedies against past, present or future infringements or misappropriation of any or all of such Proprietary Rights owned by Selleror purported to be owned by Seller and rights of priority and protection of interests therein and to retain any and all amounts therefrom (collectively, the “Acquired Proprietary Rights”); (xii) All Technology, including Software Programs, owned or purported to be owned by Seller and that is necessary for the extent transferable, all Licenses from any Governmental Authority relating to conduct of and that is primarily used or held for use in the operation of Business (the Business“Acquired Technology”); (xiij) all rights in All Prepaid Expenses and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation security deposits solely related to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xvk) all telephone and facsimile numbers, post office boxes, and bank accounts but not All of the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect Assets related to Internet websitesimmigration matters, including such content in its electronic form; (xvii) all rightsLCA’s and petitions previously filed, claims, causes of action against involving both Seller and any Person; (xviii) all goodwill of the BusinessTransferred Employee; and (xixl) all other tangible All Claims, including warranty and product liability Claims, made or intangible propertyasserted against any Person primarily related to the Purchased Assets, whether arising out of actions or conditions occurring prior to, on, or after the Closing Date. Subject to Seller’s rights and assets pursuant to Section 5 of Seller other than Seller Claims. With respect to any Purchased Asset both (i) the License Agreement, promptly following the receipt of a type not described in clauses (i) through (xviii) above written request from Purchaser following the Closing, Seller will use reasonable efforts to remove and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume delete from any Excluded Liabilities hereunder unless it expressly accepts the assetTangible Property all Purchased Assets and any information pertaining or related to Purchased Assets.

Purchased Assets. On Upon the terms and subject to the conditions of this Agreement, Seller shall, at the Closing, Purchaser, or any Purchaser Affiliate, shall purchase from the Sellers, and each Seller shall sell, transfer, convey, assign, grant transfer and deliver convey to Purchaser, or any Purchaser Affiliate, good, valid and Purchaser shall, at the Closing, purchase and acquire from Seller, marketable title (free and clear of all Liens Encumbrances other than Permitted Encumbrances) to the following in existence on the Closing Date (except as set forth on Schedule 2.1subject to Sections 5.1(j) and 6.2(c), all right, title and interest in and to all properties, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) (the “"Purchased Assets”), including without limitation:"): (i) all FF&EPurchased Financing Contracts; (ii) all ReceivablesCredit Enhancements (except cash associated with Advance Payments) related to the Purchased Financing Contracts; (iii) (x) (A) all Inventoryalliance agreements, service provider agreements, consulting agreements, purchase orders, residual value insurance covering Portfolio Property or Purchased Financing Contracts, if any, and other agreements, contracts or commitments, in each case in this clause (x) (A) listed on Schedule 2.1(a)(iii) or (B) listed in the supplemental Schedules delivered by the Sellers pursuant to Section 5.9 and identified by Purchaser in writing as a Purchased Other Contract, in each case among any Seller and an Obligor of, or otherwise related to, a Purchased Financing Contract, and (y) all remarketing agreements from the Healthcare Segment with an Obligor of any Purchased Financing Contract if Purchaser or a Purchaser Affiliate acquires such of the Financing Contracts of such Obligor pursuant to the terms of this Agreement that, in the aggregate, have a Net Book Value which is greater than one-half of the Net Book Value of all of the Financing Contracts in the Healthcare Segment of such Obligor (each agreement and commitment referred to in clauses (x) and (y) above being referred to as a "Purchased Other Contract") and all accounts receivable attributable thereto; (iv) the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority rights under manufacturers' and vendors' warranties relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans Purchased Assets and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of against third parties relating to the Purchased Assets; (xvv) all telephone and facsimile numbersAuthorizations, post office boxesto the extent transferable, and bank accounts but not related to the cash contained therein that is an Excluded AssetPurchased Assets; (xvivi) copies of all domain names the books and Internet addressesrecords of each Seller relating to any of the Purchased Assets and Assumed Liabilities, including, without limitation, all books and records relating to the purchase of materials, supplies and services, all financial, accounting and operational matters relating to any of the Purchased Assets and Assumed Liabilities, all customer and vendor lists relating to the Purchased Assets and Assumed Liabilities and all files and documents (including credit information) relating to customers and vendors relating to any of the Purchased Assets and Assumed Liabilities, and content with respect all manuals, handbooks and Documents relating to Internet websites, including such content in its electronic formpolicies and/or procedures related to any of the Purchased Assets or Assumed Liabilities; (xviivii) all rights, claims, causes of action against any Person; (xviii) all goodwill equipment and inventory of the BusinessHealthcare Segment consisting of healthcare equipment as to which any Seller either (A) holds for sale or lease or (B) has a right to possession (x) as a result of the expiration of the term or early termination of a related Financing Contract, or (y) as a result of the exercise by any Seller of its rights under a related Financing Contract following a default by the Obligor thereunder; and (xixviii) all other tangible or intangible property, rights and any assets of Seller other than Seller Claims. With respect related to any the Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not Financing Contract that would be reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset a balance sheet of any Seller prepared in accordance with generally accepted accounting principles as "deferred maintenance costs" or "prepaid sales taxes" and assume the related Liabilities or (y) reject such asset as any other accounts to which payments owed by an Obligor under a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetFinancing Contract are associated.

Purchased Assets. On Subject to the terms and subject to the conditions of this Agreement, Seller shall, at the Closing, Seller shall to, sell, convey, transfer, convey, assign, grant assign and deliver to Purchaser, and Purchaser shall, at the Closing, shall purchase and acquire from Seller all of Seller, free and clear of all Liens (except as set forth on Schedule 2.1), all ’s right, title and interest in and to all propertiesof the following (collectively, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) (the “Purchased Assets”), including without limitation:): (ia) all FF&EThe Compounds; (iib) All Assigned Technology, and all Receivables; (iii) rights to ▇▇▇ for or assert claims against and remedies against past, present or future infringements of any or all Inventory; (iv) the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities Assigned Technology and rights of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments priority and LC Deposits; (ix) the Leased Real Property; (x) all Books protection of interests therein and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) any and all amounts therefrom except to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xvc) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the BusinessAll Inventory; and (xixd) All Patent Files with respect to the Assigned Patents; in each case, excluding the Excluded Assets. The Purchased Assets shall be sold to Purchaser on an “as-is” and “where-is” basis as of the Closing Date. Purchaser agrees that the Purchased Assets shall be delivered without any Seller warranties of whatever kind except for the representations provided in Article 3 of this Agreement, and that all other tangible Assumed Liabilities are assigned to and assumed by Purchaser. Notwithstanding anything to the contrary contained in Section 2.1 or intangible propertyelsewhere in this Agreement, rights all assets not specifically listed in Section 2.1 (collectively, the “Excluded Assets”) shall not be part of the sale and assets purchase contemplated hereunder, are excluded from the Purchased Assets, and shall remain the property of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on after the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetClosing.

Purchased Assets. On the terms and subject to the conditions of this Agreement, Seller shall, at the Closing, sell, transfer, convey, assign, grant and deliver to Purchaser, and Purchaser shall, at the Closing, purchase and acquire from Seller, free and clear of all Liens (except Except as otherwise expressly set forth on Schedule 2.1)in Section 2.3, all rightthe Purchased Assets shall include the following assets, title properties and interest in and to all properties, rights, interests, tangible and intangible assets rights of Seller (other than Excluded Assets) (as of the “Purchased Assets”), including without limitationclose of business on the Closing Date: (ia) all FF&EEquipment; (ii) all Receivables; (iiib) all Inventory; (ivc) all supplies and packaging used in the Purchased Contractsoperation of the Seller’s Business; (vd) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade namesAccounts Receivable, including without limitation, the items set forth all Accounts Receivable listed on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi2.2(d); (viie) all design toolsIntellectual Property, (f) all state, order management federal and other management toolslocal Permits and licenses used by Seller to own and operate the Business for the ownership and use of the Purchased Assets, manufacturing tools and test equipmentto the extent assignable to Purchaser, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third partythose listed on Schedule 2.2(f); (viiig) all Seller Advance Paymentsprepaid expenses, Seller Customer Depositscredits, Seller Customer Prepayments advance payments, claims, security, refunds, rights of recovery, rights of set off, rights of recoupment, and LC Depositsdeposits, including those listed on Schedule 2.2(g); (ixh) all telephone numbers which are used in the Business and listed on Schedule 2.2(h); (i) all rights of Seller under the Assumed Contracts listed on Schedule 2.2(i); (j) all Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xiik) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and all similar rights in favor of Seller or against third parties to the extent related to any of the Purchased Assets; (xvl) all telephone insurance benefits, including rights and facsimile numbersproceeds, post office boxesarising from or relating to the Business, and bank accounts but not the cash contained therein that is an Excluded AssetPurchased Assets or the Assumed Liabilities; (xvim) originals, or where not available, copies, of all domain names books and Internet addressesrecords, including, but not limited to, books of account, ledgers and content general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with respect any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal Financial Statement, marketing and promotional surveys, material and research and files relating to Internet websites, including such content in its electronic form; the Intellectual Property Assets and the Intellectual Property Agreements (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business”Books and Records”); and (xixn) all other tangible or intangible property, rights goodwill and assets going concern value of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetBusiness.

Purchased Assets. On At the Closing and upon the terms and subject to the conditions of set forth in this Agreement, the Seller shallhereby sells, at the Closingtransfers, sellassigns, transfer, convey, assign, grant and deliver to Purchaserconveys, and Purchaser shalldelivers to the Buyer, at and the ClosingBuyer hereby purchases, purchase accepts, and acquire receives from the Seller, free and clear of all Liens (except as set forth on Schedule 2.1), all the Seller’s entire right, title title, and interest in and to all properties, rights, interests, tangible and intangible of the assets of the Seller used exclusively in the Business, including: (other than Excluded Assetsi) the Inventory set forth on Schedule 2(a)(i)(A) (the “Purchased AssetsInventory”) and Seller’s interest in or rights to, if any, the Customer Owned Inventory set forth on Schedule 2(a)(i)(B) (the “Transferred Customer Owned Inventory”), including without limitation: (i) all FF&E; (ii) all Receivablesthe equipment, machinery, supplies, tools, parts, office furnishings, furniture, fixtures, trailers and vehicles of the Business located at the Premises, including the items listed on Schedule 2(a)(ii) (the “Purchased Tangible Property”); (iii) the lease set forth on Schedule 2(a)(iii), and all Inventoryrights thereunder (the “Transferred Lease”); (iv) the Purchased contracts, agreements and any License Agreements (other than the Transferred Lease) set forth on Schedule 2(a)(iv), and all statements of work and customer purchase orders related thereto, all open customer purchase orders relating to the Business, and all rights thereunder, including the right to receive payment for services performed, work-in-process, and unbilled receivables related thereto (the “Transferred Contracts”); (v) all patentscontracts and covenants of Employees, copyrightsformer employees, trademarks independent contractors, sales representatives, and service marks (whether registered consultants of the Seller with respect to competition, confidentiality, secrecy, Intellectual Property or unregistered)similar matters, and all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) heretorights thereunder; (vi) the rights to all Intellectual Property used in or necessary for the operation of the Business, including the Navio software and the other Intellectual Property, including without limitation the Intellectual Property described listed on Schedule 2.1(vi2(a)(vi) (the “Transferred Intellectual Property”), but specifically excluding internet domain names and email addresses of the Business and the License Agreements that are not Transferred Contracts (the “Excluded Licenses”); (vii) all design toolsdeposits, order management advance payments, and other management toolsprepaid amounts held by Seller on the Closing Date with respect to any Transferred Contracts, manufacturing tools and test equipmentif any (collectively, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party“Customer Prepaid Amounts”); (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments telephone and LC Depositsfacsimile numbers used by or related to the Business; (ix) all business records of the Leased Real PropertySeller of any kind or nature relating to the Business, including, without limitation, customer lists and all historic records related to Seller’s WMS or other inventory management systems; (x) all Books claims, causes of action, choses in action, rights of recovery, warranties and Records; provided however that Seller shall be entitled indemnities, rights of set off and rights of recoupment against third persons related to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller)Business; (xi) to the extent transferableall insurance benefits, all Licenses from including proceeds payable at any Governmental Authority time under Seller’s insurance policies, arising from, or relating to the operation to, any of the Business;Purchased Assets or Assumed Liabilities; and (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Seller relating to the Business; and (xix. The assets described above in this Section 2(a) all other tangible or intangible propertyare hereinafter collectively referred to as the “Purchased Assets.” Notwithstanding the foregoing, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type the Buyer is not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume acquiring any Excluded Liabilities hereunder unless it expressly accepts the assetAssets.

Purchased Assets. On Subject to the terms and subject to the conditions of this AgreementAgreement and in reliance upon the representations, Seller shallwarranties, covenants and agreements contained herein, at the Closing, the Company shall, and shall cause u-Nav Finland to, sell, convey, transfer, convey, assign, grant assign and deliver to PurchaserAcquirer, and Purchaser shall, at the Closing, Acquirer shall purchase and acquire from Seller, free and clear of all Liens the Sellers (except as set forth on Schedule 2.1including the Assumed Liabilities), all rightof the Sellers’ respective rights, title and interest in and to all properties, rights, interests, tangible and intangible of the following assets of Seller (other than excluding the Excluded Assets) to the extent the Sellers own such assets or have any rights, title or interest therein (collectively, the “Purchased Assets”)): (a) All Seller Intellectual Property, including, but not limited to: (i) All Seller Registered Intellectual Property listed on Section 2.10(a) of the Disclosure Schedule; (ii) All trade secrets of the Sellers’, including, but not limited to, tools, disks, designs, files, drawings, data and related documentation, and all similar property, tangible or intangible, owned or used in connection with the Business; and (iii) All claims (including without limitationclaims for past infringement or misappropriation of Seller Intellectual Property) and causes of action of the Sellers’ against other Persons (regardless of whether or not such claims and causes of action have been asserted by the Sellers) arising in connection with the Business, and all rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery possessed by the Sellers (regardless of whether such rights are currently exercisable) that have arisen in connection with the conduct of the Business; (b) All rights to ▇▇▇ for or assert claims against and remedies against past, present or future infringements of any or all of the Seller Intellectual Property owned or used in connection with the Business and rights of priority and protection of interests therein and to retain any and all amounts therefrom; (c) All other Assets and Properties of the Sellers’ owned or used in connection with the Business, including, but not limited to: (i) all FF&Ebacklog orders, accounts receivable, notes receivable and other receivables of the Sellers’, including, but not limited to, those receivables set forth on Schedule 1.1(c)(i); (ii) all Receivablesinventories and work-in-progress of the Sellers’, and all rights to collect from customers (and to retain) all fees and other amounts payable, or that may become payable, to the Sellers with respect to services performed by, or products sold by, the Sellers on or prior to the Closing Date including, but not limited to, those inventories, works-in-progress, rights, and fees set forth on Schedule 1.1(c)(ii); (iii) all Inventoryequipment, materials, prototypes, tools, supplies, vehicles, furniture, fixtures, improvements and other tangible assets of the Sellers’ including, but not limited to, the tangible assets set forth on Schedule 1.1(c)(iii); (iv) all advertising and promotional materials possessed by the Purchased ContractsSellers relating to the Business; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, rights of the items Sellers’ under the Contracts set forth on Schedule 2.1(v) hereto1.1(c)(v); (vi) all other Intellectual Property, including without limitation the Intellectual Property described domain names of the Sellers’ set forth on Schedule 2.1(vi1.1(c)(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at Governmental or Regulatory Authority authorizations held by the facilities Sellers in connection with the conduct of the Seller or the facilities of a third partyBusiness; (viii) all Seller Advance Paymentsbooks, Seller Customer Depositsrecords, Seller Customer Prepayments files (including all electronic files and LC Deposits; (ix) the Leased Real Property; (x) all Books back up copies thereof), customer lists and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 data of the Noncompetition Agreement executed by Seller); (xi) Sellers’ related to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xixd) all All goodwill incident to the items listed in Sections 1.1(a), 1.1(b) and 1.1(c) above; and (e) All other tangible or intangible property, rights and assets used in the operation of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetBusiness.

Purchased Assets. On Upon the terms and subject to the conditions of set forth in this Agreement, Seller shall, at the Closing, Seller shall sell, convey, transfer, convey, assign, grant assign and deliver to Purchaser, and Purchaser shallshall purchase, at acquire and take assignment and delivery from Seller, all of Seller’s right and title to and interest in and to the Closingassets, properties, and rights (contractual or otherwise) owned by Seller, excluding only the Excluded Assets (defined below) (the assets so included, the “Purchased Assets”). The Purchased Assets shall include, without limitation, all of Seller’s right, title and interest in and to the following: (a) all equipment, machinery or other tangible personal property, including the items listed on Schedule 2.1(a) hereto and any warranty rights or claims associated therewith; (b) all leases of equipment, machinery or other tangible personal property, to the extent listed on Schedule 2.1(b) hereto (the “Personal Property Leases”); (c) all contracts, agreements, contract rights, license agreements, customer contracts, purchase and acquire from sales orders (if any), instruments, royalty agreements, third party guaranties, indemnifications, arrangements and understandings, whether oral or written, to which Seller is a party (whether or not legally bound thereby) and which relate to the Purchased Assets and the operation of the Business, to the extent listed on Schedule 2.1(c) hereto (the “Assumed Contracts”); (d) all leases of real property, to the extent listed on Schedule 2.1(d) hereto (the “Real Property Leases”); (e) all Permits transferable to Purchaser pursuant to their terms and in accordance with applicable Laws; (f) all intellectual property owned by Seller, free including but not limited to all domestic and clear foreign patents, patent applications (regardless of the applicant), trademarks, service marks and other indicia of origin, trademark and service ▇▇▇▇ registrations and applications for registrations thereof, copyrights, copyright registrations and applications for registration thereof, Internet domain names and universal resource locators (URLs), trade secrets, inventions (whether or not patentable), invention disclosures, moral and economic rights of authors and inventors (however denominated), technical data, customer lists, vendor lists, corporate and business names, trade names, trade dress, brand names, know-how, show-how, formulae, methods (whether or not patentable), designs, processes, procedures, technology, source codes, object codes, computer software programs, databases, data collectors and other proprietary information or material of any type, whether written or unwritten (and all Liens (except as set forth goodwill associated with, and all derivatives, improvements and refinements of, any of the foregoing), including the registered intellectual property listed on Schedule 2.1)2.1(f) hereto; (g) all prepaid items and or expenses; (h) all books and records related to the Purchased Assets or the Business, including customer or client lists, files, documentation, records and the related documentation; (i) all of Seller’s right, title and interest in and to all propertiesother assets, rights, interestswhether real or personal, tangible and intangible assets of Seller (other than Excluded Assets) (the “Purchased Assets”)or intangible, including without limitation: (i) all FF&E; (ii) all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the used by Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to useful in the operation of the Business; (xiij) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding mediaclaims, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guaranteesindemnities, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbersguarantees, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claimsrefunds, causes of action against any Person; action, rights of recovery, rights of set-off and rights of recoupment of every kind and nature (xviiiwhether or not known or unknown or contingent or non-contingent) all goodwill related to the Purchased Assets or the Business (other than those related to the Excluded Assets or the Excluded Liabilities, or claims on insurance policies of the BusinessSeller); and (xixk) all other tangible or intangible property, rights deposits and assets of Seller other than Seller Claims. With respect prepayments held by third parties pursuant to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetAssumed Contract.

Purchased Assets. On Subject to the terms and subject to the conditions of this Agreement, Seller shall, at the Closing, Seller shall, and shall cause the other Seller Entities to, sell, transfer, convey, assign, grant transfer and deliver convey to PurchaserPurchaser or the applicable Purchaser Designee, and Purchaser shall, at or shall cause the Closingapplicable Purchaser Designee to, purchase purchase, acquire and acquire accept from Seller, free and clear of all Liens (except as set forth on Schedule 2.1)the Seller Entities, all of the Seller Entities’ right, title and interest as of the Closing in and to all properties, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) the following (the “Purchased Assets”): (a) One hundred percent (100%) of the equity interests (except as forth in Section 3.2 of the Seller Disclosure Schedules) (the “Purchased Entity Shares”) in each of the entities listed on Section 2.4(a) of the Seller Disclosure Schedules (each, a “Purchased Entity,” and, collectively, the “Purchased Entities”); (b) (i) Each Contract set forth on Section 2.4(b) of the Seller Disclosure Schedules; and (ii) subject to Section 2.11(e), any other Contract with a customer, distributor, servicer or supplier of the Business or other third party (for the avoidance of doubt who is not Seller, an Affiliate of Seller or any Representative of Seller or any of its Affiliates) executed prior to the Closing if such Contract is exclusively or primarily related to, or exclusively or primarily used in, the Business (other than in the case of this clause (ii), any Intercompany Arrangements and leases) (collectively, such Contracts or portion of such Contracts, as the case may be, the “Specified Business Contracts”); (c) (i) The owned real property listed in Section 2.4(c)(i) of the Seller Disclosure Schedules (the “Owned Real Property”), together with all improvements, fixtures and all appurtenances thereto and rights in respect thereof, in each case, subject to the Real Estate Steps Plan, and (ii) the leases governing the leased real property listed in Section 2.4(c)(ii) of the Seller Disclosure Schedules (such leased real property, the “Transferred Leased Property” and, together with the Owned Real Property, the “Real Property”); (d) The Intellectual Property primarily related to, or primarily used in, the Business, including without limitation:such Intellectual Property listed in Section 2.4(d) of the Seller Disclosure Schedules (collectively, the “Business Intellectual Property”); (e) All Tangible Personal Property owned, leased or licensed by Seller and its Subsidiaries, and primarily related to, or primarily used in, the Business; (f) Any and all trade receivables and other accounts receivable of the Business as of immediately prior to the Closing or arising out of the Specified Business Contracts; (g) Any and all rights to any prepaid expenses prepaid by the Business and security deposits (i) primarily related to, or primarily used in, the Business as of immediately prior to the Closing or (ii) to the extent related to or arising out of the Specified Business Contracts; (h) Any and all bank accounts solely in the name and for the benefit of Target Entities; (i) Any and all FF&E; raw materials, work-in-process, finished goods, supplies and other inventories used, or held for use, by the Business, including any such raw materials, work-in-process, finished goods, supplies and other inventories being held by (i) customers of the Business pursuant to consignment arrangements, (ii) all Receivables; suppliers of the Business under tolling arrangements, or (iii) all Inventory; treated as current assets in the calculation of Working Capital (iv) the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitationcollectively, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi“Inventory”); (viij) Any and all design toolsgoodwill to the extent related to, order management and other management toolsor to the extent associated with, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third partyBusiness; (viiik) Any and all Seller Advance PaymentsBusiness Permits primarily related to, Seller Customer Depositsor primarily used in, Seller Customer Prepayments and LC Deposits; the Business (ix) collectively, the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller“Transferred Permits”); (xil) Any and all claims, causes of action, defenses and rights of offset or counterclaim, or settlement agreements (in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent) at any time arising out of or related to the Business, Purchased Assets or Assumed Liabilities (including (i) all rights and claims under any and all warranties extended by suppliers, vendors, contractors, manufacturers and licensors in favor of Seller, a Target Entity or any of their respective Affiliates in relation to any of the Purchased Assets or the Business and (ii) the right to ▇▇▇ and recover damages for past, present or future infringement or other violation of any Business Intellectual Property), and the right to retain all proceeds and monies therefrom, other than any Retained Claim; (m) Any and all documents, instruments, papers, books, records, books of account, files and data (including customer and supplier lists, and repair and performance records), catalogs, brochures, sales literature, promotional materials, certificates and other documents (in each case, other than Tax Records) to the extent transferable(x) exclusively related to the Target Entities, the Purchased Assets, the Assumed Liabilities or the Business and in the possession of Seller or any of its Affiliates or (y) primarily related to the Business and in the possession of Seller or any of its Affiliates, other than, with respect to clause (y), (i) personnel and employment records for employees and former employees who are not Transferred Business Employees, and (ii) any books, records or other materials that may be located in a facility of the Business (including the Transferred Leased Property and the Owned Real Property) to the extent not related to the Business (it being acknowledged that Seller may remove such books, records and other materials from such locations prior to Closing); provided that, with respect to any such books, records or other materials that are Purchased Assets pursuant to this clause (m), the Seller Entities shall be permitted to keep (A) copies of such books, records or other materials to the extent required to demonstrate compliance with applicable Law or pursuant to bona fide internal compliance procedures, (B) copies of such books, records or other materials related to any Excluded Assets and (C) such books, records or other materials in the form of so-called “back-up” electronic tapes in the ordinary course of business; (n) All Transferred Tax Records; provided that, with respect to any such Transferred Tax Records that are Purchased Assets pursuant to this clause (n), the Seller Entities shall be permitted to keep (A) copies of such books, records or other materials to the extent required to demonstrate compliance with applicable Law or pursuant to bona fide internal compliance procedures, (B) copies of such books, records or other materials related to any Excluded Assets and (C) such books, records or other materials in the form of so-called “back-up” electronic tapes in the ordinary course of business; (o) All Transferred Benefit Plans and any and all Licenses from assets, trust agreements or any Governmental Authority relating other funding and administrative Contracts related to the Transferred Benefit Plans; (p) All Contracts with any Business Independent Contractors, including any Contract with Business Independent Contractors that contains non-competition, non-solicitation, confidential information, intellectual property assignment or any other similar restricted covenants, to the extent permitted to be assigned to or assumed by Purchaser or its Affiliates in accordance with applicable Law (collectively, the “Transferred Business Independent Contractor Agreements”); (q) Any other Contract with any Transferred Business Employee executed prior to the Closing that is limited to any non-competition, non-solicitation, confidential information, intellectual property assignment or any other similar restricted covenants, to the extent permitted to be assigned or assumed by Purchaser or its Affiliates in accordance with applicable Law and the terms of such Contract; (r) Any and all insurance policies held solely in the name of the Target Entities to the extent related to the Business and all rights of the Target Entities thereunder; and (s) All other assets, rights and claims that are exclusively or primarily used, or held exclusively or primarily for use, in the operation of the Business; (xii) all rights in and sponsorship , other than any asset of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller type or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xix) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not character described in clauses (iSection 2.4(a) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the asset.Section 2.4

Purchased Assets. On Subject to the terms and subject to upon the conditions of this Agreement, Seller shallset forth herein, at the Closing, the Company will, and will cause the Seller Subsidiaries to, sell, convey, transfer, convey, assign, grant assign and deliver to Purchaser, and the applicable Purchaser shall, at the Closing, purchase and acquire from SellerEntities, free and clear of all any Liens (other than any Permitted Lien), and the Purchaser shall, and shall cause the applicable Purchaser Entities to, purchase and accept from the Sellers, all Sellers’ right, title and interest in, to and under all assets (except as otherwise expressly described herein) Exclusively Related to the Business, including the following assets (collectively, the “Purchased Assets”): (i) each Contract Exclusively Related to the Business, including the Contracts set forth on Schedule 2.1(a)(i)(2), and the Transferred IP Contracts set forth on Schedule 2.1(a)(i)(1) (together, as set forth on Schedule 2.1)2.1(a)(i) hereto, all right, title and interest in and to all properties, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) (the “Purchased AssetsAssigned Contracts”), including without limitation: but excluding any Non-Assigned Contract or Bundled Contract and excluding any employment-related agreements (i) all FF&Ewith the exception of the Transferred Plans); (ii) all Receivablespersonal property and interests therein, including furniture, furnishings, office equipment, communications equipment, machinery and equipment and spare parts, tools, prototypes, tangible models and other tangible property and all replacement parts therefor, that is owned, leased or used by the Sellers or ShareFile, or otherwise physically located on the Transferred Leased Property, that is Exclusively Related to the Business; (iii) all Inventorythe Business Products and the Developing Business Products, and the revenue generated by each from and after the Closing; (iv) the Purchased ContractsIntellectual Property; (v) all patents, copyrights, trademarks the Files and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) heretoRecords; (vi) all other Intellectual Property, including without limitation one hundred percent (100%) of the Intellectual Property described on Schedule 2.1(vimembership interests of ShareFile (the “Purchased Shares”); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at any personnel files Exclusively Related to the facilities of Transferred Employees (to the Seller extent transfer or the facilities of a third partyproviding copies is not prohibited by applicable Law); (viii) all Seller Advance Paymentsof the Sellers’ claims, Seller Customer Depositsrefunds, Seller Customer Prepayments Actions, causes of action, choses in action, rights of recovery and LC Depositsrights of setoff or counterclaim of any kind that accrued prior to the Closing Date Exclusively Relating to any Purchased Asset or Assumed Liability; (ix) the Leased Real Propertysponsorship of any and all of the assets relating to, maintained pursuant to or in connection with, and any insurance, administration or other Contracts relating to, the ShareFile Plans; (x) all Books advertising, marketing and Records; provided however that Seller shall be entitled promotional materials, studies, reports and all other printed or written materials Exclusively Relating to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller)Business Products and the Developing Business Products; (xi) any rights, including with regard to revenue, that the Purchaser Entities would have in, to or under any Non-Assigned Contracts as if such Non-Assigned Contracts were assigned to a Purchaser Entity at Closing; (xii) any rights under any Bundled Contract solely as they relate to the extent transferableBusiness Products as if such Contract had been assigned solely with regard to such Business Products; (xiii) Business Permits Exclusively Related to the Business or the Transferred Leased Property (the “Transferred Permits”); (xiv) any and all rights to receive communications addressed to any Seller and Exclusively Related to the Business; (xv) all minute books, stock records, company seals, or Organizational Documents Exclusively Related to the Business and Purchased Assets; and (xvi) any and all Licenses from any Governmental Authority relating other assets of the Sellers Exclusively Related to the Business or otherwise material to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xix) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the asset.

Purchased Assets. On At the Closing, on the terms and subject to the conditions of set forth in this Agreement, Seller shallagrees to sell, at the Closing, sellconvey, transfer, convey, assign, grant assign and deliver to Purchaser, and Purchaser shall, at the Closing, purchase and acquire from Seller, Buyer free and clear of all Liens (except as set forth on Schedule 2.1other than Permitted Liens), and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and of every kind and nature (including indirect and other forms of beneficial ownership) in and to all propertiesthe following (collectively, rights, interests, tangible and intangible assets of Seller (other than Excluded Assets) (the “Purchased Assets”): (a) the furniture, equipment (including, without limitation, all POS equipment but excluding the software related to such POS equipment) and trade fixtures (to the extent deemed personal property) located in, or used in the operation of, the Subject Restaurants, (b) the Store Bank for each Subject Restaurant; (c) the Inventory; (d) the Assumed Contracts (as hereinafter defined); (e) the amounts (if any) payable to Buyer pursuant to Section 2.7 hereof; (f) all Permits issued to Seller by any Governmental Authority or other third party, if and only to the extent assignable by Seller to Buyer; (g) copies of all books, files and records of sales and general business operations of the Subject Restaurants (but excluding those employee records which, in the reasonable judgment of Seller, are not transferable to Buyer without the consent of the applicable employee or otherwise), including without limitation:and Seller’s supplier lists for the Subject Restaurants, in each case solely to the extent located in the Subject Restaurants; (h) all goodwill as a going concern and all other right, title and interest of Seller in and to the general intangibles incident to its business at the Subject Restaurants; (i) all FF&E;telephone numbers and fax numbers utilized by the Subject Restaurants to the extent assignable by Seller to Buyer; and (iij) all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items other assets set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xix) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the asset2.1.

Purchased Assets. On Subject to and upon the terms and subject to the conditions of this Agreement, Seller shall, at the Closing, shall sell, transfer, convey, assign, grant and deliver (collectively, the “Sale” and with the Assumption, as hereinafter defined, the “Transfer”) to Purchaser, and Purchaser shallshall acquire, and except as otherwise indicated in this Section 2.1, at the ClosingClosing (as hereinafter defined), purchase and acquire from Seller, free and clear of all Liens subject to the Permitted Encumbrances (except as set forth on Schedule 2.1hereinafter defined), all right, title and interest in and to all propertiesbusiness, rightsProperties, interestsequipment, furniture, fixtures, licenses, goodwill and rights of Seller as a going concern, of every kind, nature and description, tangible and intangible intangible, owned or leased, or mixed, wherever located and whether or not carried or reflected on the Records of Seller, including all Properties, franchises, rights described in the ▇▇▇▇ of Sale, Assignment and Assumption Agreement annexed as Exhibit A hereto (the “Assignment”), and all of the other assets of Seller but excluding the Excluded Assets (as hereinafter defined), as the same shall exist on the Closing Date (as such term is defined in Section 5.1), forming a part of or used in connection with any of Seller’s business. All of the foregoing (other than the Excluded Assets) (are herein collectively referred to as the “Purchased Assets.” The Purchased Assets also include, without limitation, all, or where expressly indicated below in this Section 2.1, all right and title and interest of Seller in and to all, of the following: (a) Seller’s customer accounts described in Schedule 2.1(a) of the Seller Disclosure Schedule to this Agreement (the “Acquired Customer Accounts”); (b) All books and records, and other information, relating to the Acquired Customer Accounts and any other customer accounts (“Other Accounts”) ever serviced by the Seller to the extent that such information regarding Other Accounts is in Seller’s possession; (c) All Contracts to which the Seller is a Party or by which it is bound, each as listed on Schedule 2.1(c) and described in Schedule 6.10 of the Seller Disclosure Schedule; (d) All Records; (e) All trademarks, service marks, logos, trade names, slogans, corporate names, Internet domain names, websites and rights in telephone numbers, email and other addresses, together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith; (f) All computer software, including without limitation:source code, executable code, data, databases, and related documentation; (g) All advertising and promotional materials; (h) The permits and licenses listed in Schedule 6.4 of the Seller Disclosure Schedule; (i) all FF&E; (ii) all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (v) all patents, copyrights, trademarks All cash and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Businesscash-equivalents; and (xixj) all Such other tangible or intangible property, rights and assets Properties of Seller other than Seller Claims. With respect to any Purchased Asset both (ilisted on Schedule 2.1(j) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetSeller Disclosure Schedule.

Purchased Assets. On Subject to the terms and subject to the conditions of this Agreement, Buyer hereby agrees to purchase from Seller, and Seller shall, at the Closing, hereby agrees to sell, transfer, convey, assigntransfer and assign to Buyer, grant and deliver to Purchaser, and Purchaser shall, at on the Closing, purchase and acquire from Seller, free and clear of all Liens (except as set forth on Schedule 2.1)Closing Date, all of Seller’s right, title and interest in and to all properties, rights, interests, tangible and intangible the assets of Seller used in connection with the Business (other than Excluded Assets) (collectively, the “Purchased Assets”), and except as provided herein, free and clear of all Encumbrances, as the same may exist as of the close of business on the Closing Date. The Purchased Assets shall include, but not be limited to, the following: (a) All of Seller’s rights and obligations under all of the agreements of Seller relating exclusively to the Business (the “Business Contracts”), together with and including those identified on Schedule 1.1(a) attached hereto (collectively the “Assigned Contracts”); (b) All of the tangible personal property owned by Seller (excluding any personal property of employees and principals of Seller) and used exclusively in connection with the conduct of the Business, together with and including, but not limited to, all of the equipment and/or fixed assets set forth on Schedule 1.1(b) attached hereto. (c) With the exception of personnel records regarding employees (except as may be waived in writing by employee) Seller’s books and records directly related to or used in connection with the conduct of the Business or directly pertaining to the Purchased Assets, regardless of the medium on which such information is stored or maintained including, without limitation:, all customer and employment records, vendor information, business plans, strategies and marketing information (except that Seller may retain copies as required by law or as may be reasonably necessary or prudent business practice); (d) To the extent transferable, the Licenses and Permits required under all laws, rules and regulations material to the conduct of the Business, all of which are set forth on Schedule 1.1(d); (e) All leased real property and leasehold improvements identified in the real property schedule attached hereto as Schedule 1.1(e); (f) All inventory of Seller, including customer-owned goods (hanging inventory) in Seller’s care; (g) The Business Intellectual Property Rights of Seller listed on Schedule 3.6(a); (h) All advance payments, claims for refunds and deposits and other prepaid items relating to the Purchased Assets or the Assumed Obligations, existing on the Closing Date; and (i) all FF&E; (ii) all Receivables; (iii) all Inventory; (iv) The goodwill associated with the Purchased Contracts; (v) all patents, copyrights, trademarks Assets and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xix) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the asset.

Purchased Assets. On the terms and subject Subject to the conditions provisions of this Agreement, Seller shall▇▇▇▇▇▇ agrees to sell and ▇▇▇▇▇ agrees to purchase, at the ClosingClosing (as defined in Section 1.5 hereof), sellSeller’s Business and all of the properties and assets of every kind and description of Seller relating to such business, transferincluding, conveywithout limitation, assignthose assets listed on Schedule 1.1 and particularly described below (however, grant and deliver to Purchaser, and Purchaser shall, at excluding the Closing, purchase and acquire from Seller, free and clear of all Liens (except as Excluded Assets set forth on Schedule 2.1), all right, title and interest in and to all properties, rights, interests, tangible and intangible assets of Seller (other than Excluded AssetsSection 1.2 hereof) (collectively, the “Purchased Assets”), including without limitation:): (ia) all FF&E; (ii) all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the Business, including without limitation, on the Leased Real Property, including the right goodwill relating or attributable to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities or arising from Seller’s Business and similar rights in favor of Seller or any of the Purchased Assets; (xvb) all of Seller’s property (both real and personal), plant and equipment, all as set forth on Schedule 1.1(b); (c) all of Seller’s office supplies, machinery, office equipment, telephone equipment, furniture, furnishings, fixtures, computer hardware and other computer equipment (including any cell phones or other similar devices), tools, instruments, vehicles, and other tangible personal property, all as set forth on Schedule 1.1(c); (d) all of Seller’s contracts, agreements, commitments, claims and rights under any such orders, contracts and proposals set forth on Schedule 1.1(d) (the “Assumed Contracts”); (e) all franchise rights to operate the Seller’s regulated utility service in its franchise areas; (f) all contributions in aid of construction (“CIAC”), as set forth on Schedule 1.1 (g); (g) all construction work in process (“CWIP”), as set forth on Schedule (h) all inventory of the Seller as of the Closing Date as set forth on Schedule (i) all of Seller’s general and other intangibles, trade secrets and information, know-how, methods, processes, formulae, drawings, material and performance specifications and all computer software, owned or licensed; (j) all of Seller’s customer lists, lists of prospective customers, pending quotations, pending new business, files and records, personnel files and records; (k) all of Seller’s licenses and permits that can be transferred to Buyer as set forth on Schedule 1.1(k) together with, if any, all rights of renewal and amenities thereto; (l) the use of Seller’s mailboxes, telephone numbers (cellular and land line), facsimile numbers, post office boxeselectronic addresses and web sites, including passwords, user identifications and bank accounts but not the cash contained therein that is an Excluded Assetrelated information; (xvim) all books and records of Seller relating to the assets being transferred including, without limitation, receivables journals and ledgers, invoices, receipts, canceled checks, repair and maintenance records, correspondence related to the operation of Seller’s Business and correspondence and materials related to Seller’s tax returns, including any declarations, reports or statements, (n) all of Seller’s intellectual property of every kind, including without limitation all trademarks, service marks, logos and marketing materials, and any trade names and designations relating to or used by Seller; and (o) all domain names and Internet addresses, and content with respect web sites registered to Internet websitesthe Seller or to the Shareholders that are related to the Business, including such content in its electronic form; (xvii) passwords, user identifications and related information. It is expressly agreed that the assets and properties sold hereunder shall include all rights, claims, causes of action against any Person; (xviii) all goodwill of assets and properties needed by Buyer to own and operate the Business; and (xix) all other tangible , whether or intangible property, rights and assets of Seller other than Seller Claims. With respect to not listed in any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetSchedule hereto.

Purchased Assets. On Subject to the terms and subject to the conditions of this Agreement, Seller shall, at the Closing, in exchange for a payment by Purchaser to Sellers of the Purchase Price and Purchaser’s assumption of the Assumed Liabilities, Sellers shall sell, assign, transfer, conveyconvey and deliver, assignor cause to be sold, grant assigned, transferred, conveyed and deliver delivered, to Purchaser, and Purchaser shall, at the Closing, purchase and acquire from Seller, free and clear all of all Liens Sellers’ or their Affiliates’ (except as set forth on Schedule 2.1), all other than any Transferred Entity’s) right, title and interest in and to all propertiesof the assets, rightsproperty and rights primarily or exclusively used or held for use in the conduct of the Business as of the Closing Date, interestswhich the parties agree shall include all of the assets, tangible property and intangible assets rights of Seller (other than Excluded Assetsthe types set forth or described below, but excluding the Retained Assets and the Transferred Entities’ Retained Assets transferred to the Sellers pursuant to Section 1.1(d)(ii) (collectively, the “Purchased Assets”), including without limitation:): (i) all FF&Ethe Equity Interests in the Purchased Entities; (ii) all Receivablesthe goodwill of Sellers relating to the Business; (iii) all InventoryBusiness Inventory (including all Business Products); (iv) the Purchased Contractsall Business Personal Property; (v) all patents, copyrights, trademarks the Intellectual Property and service marks Software owned by the Sellers or their Affiliates (whether registered or unregistered), all names (other than the Transferred Entities) and variations thereof), all assumed fictional business names and trade namesused primarily in the conduct of the Business, including without limitationthe Registered Intellectual Property and Software owned by the Sellers or their Affiliates (other than the Transferred Entities) and used primarily in the conduct of the Business, the items in each case as set forth on Schedule 2.1(v1.1(c)(v), except for the Excluded Intellectual Property (collectively, the “Purchased Intellectual Property”), and all rights of any Seller or its Affiliate (other than any Transferred Entity) heretounder any agreement providing for (A) the nondisclosure by any Employee or contractor of the Business of any confidential information of the Business included in the Purchased Intellectual Property or (B) an assignment to any Seller or its Affiliate (other than any Transferred Entity) with respect to any Purchased Intellectual Property developed by any such Employee or contractor, including each Employee Agreement Relating to Trade Secrets, Proprietary and Confidential Information; (vi) all other Intellectual PropertyContracts primarily relating to the Business, including without limitation all non-disclosure agreements executed in connection with the Intellectual Property described on Schedule 2.1(vipotential sale of all or part of the Business (collectively, the “Assumed Contracts”); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of real property leases set forth on Schedule 1.1(c)(vii) (the Seller or the facilities of a third party“Assumed Real Property Leases”); (viii) all Seller Advance Paymentsthe real properties owned by Sellers or by Allied-Signal Automotive of Canada, Seller Customer Deposits, Seller Customer Prepayments and LC DepositsInc. (“ASAC”) set forth on Schedule 1.1(c)(viii) (the “Purchased Owned Real Property”); (ix) all Permits primarily used in the Leased Real Propertyconduct of the Business and held by Sellers to the extent the same, or a right to use the same, can be transferred to Purchaser; (x) all Books of Sellers’ customer and Recordsvendor lists to the extent applicable to the Business, all of Sellers’ files and documents (including credit information) to the extent applicable to the Business, including all of Sellers’ equipment maintenance data, accounting records, Tax records (including Tax Returns, but only to the extent relating specifically to the Business or to the Transferred Entities) inventory records, sales and sales promotional data, package inserts, instruction manuals, owner’s manuals, labels, advertising materials, cost and pricing information, business plans, reference catalogs, transactional records, and any other such data and records, however stored, in each case to the extent applicable to the Business, but excluding any documents relating exclusively to the Honeywell Filter Litigation; provided however provided, however, that Seller Sellers shall be entitled to retain a copy thereof (copies of any such materials which are necessary for, and may use such copies solely in connection with, their Tax, accounting or legal compliance purposes, provided that such copies and all information contained therein shall be Confidential Information subject to the provisions of Section 2 5.12 and shall otherwise be subject to the provisions of the Noncompetition Agreement executed by SellerSection 5.4(b); (xi) Closing Date Cash; (xii) all claims, causes of action, choses in action, rights of recovery and rights of setoff of any kind, rights to proceeds under insurance policies in respect of claims made against such policies prior to Closing (other than insurance proceeds paid pursuant to claims made by Honeywell and its Affiliates in connection with the earthquakes in the area of Mexicali, Mexico in 2008) to the extent transferable, all Licenses from any Governmental Authority relating related to the operation Business and rights under and pursuant to all warranties, representations, indemnities and guarantees made by suppliers of products, materials or equipment, or components thereof to the extent related to the Business; (xiii) all trade accounts receivable and trade notes receivable of the Business, whether recorded or unrecorded, other than such trade receivables from divisions or Affiliates of Sellers that are not Transferred Entities or other parts of the Business; (xiixiv) all rights in accounts receivable and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation notes receivable of the Business, including without limitationwhether recorded or unrecorded, on the Leased Real Property, including the right to any proceeds thereunder from divisions or Affiliates of Sellers that are Transferred Entities or other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit transferred portions of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Purchased AssetsBusiness; (xv) all telephone prepaid expenses and facsimile numbersdeposits to the extent applicable to the Business, post office boxes, but only to the extent such prepaid expenses and bank accounts but not deposits will accrue to the cash contained therein that is an Excluded Assetbenefit of Purchaser in respect of the Business on and following the Closing; (xvi) all domain names credits and Internet addresses, and content refunds of Taxes (other than Income Taxes) of or payable with respect to Internet websites, including such content in its electronic form;the Business (other than a Transferred Entity) or any Purchased Asset to the extent attributable to a Post-Reference Date Tax Period; and (xvii) all rights, claims, causes assets and entitlements in or related to a Seller’s participation in or sponsorship of action against any Person; (xviii) all goodwill Transferred U.S. Benefit Plans or Transferred Foreign Benefit Plans and under any of the Business; and (xix) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetLabor Contracts.

Purchased Assets. On Upon the terms and subject to the conditions of this Agreement, Seller shall, at the Closing, Seller shall sell, transfer, convey, assign, grant convey and deliver to Purchaser, Buyer and Purchaser shall, at the Closing, Buyer shall purchase and acquire from Seller, free and clear of all Liens (Encumbrances, except as set forth on Schedule 2.1)for Permitted Encumbrances, all rightthe Business, title including the operations, assets and interest properties currently owned or used by Seller or any of its Affiliates solely or primarily in connection with or related to the Business of every kind and to all propertiesdescription, rightswherever located, interestswhether real, personal or mixed, tangible and intangible assets of Seller or intangible, as the same shall exist on the Closing Date, except for the Excluded Assets (other than Excluded Assets) (herein collectively referred to as the “Purchased Assets”). The Purchased Assets, which shall not include working capital required to operate the Business, shall include all Software currently owned by Seller or any of its Affiliates and used solely or primarily in connection with or related to the Business, including, without limitation, the Software identified on EXHIBIT A. The Purchased Assets shall also include the following assets: (a) All of the right, title and interest of Seller or its applicable Affiliate in, to and under the Assigned Real Property Leases, including without limitation:the right, title and interest of such Person in and to the Leased Real Property leased pursuant thereto, the improvements located on such Leased Real Property and all other licenses, permits, deposits and other rights appurtenant or related thereto; (b) All furniture, fixtures, equipment, machinery, vehicles, spare parts and supplies, computers and related equipment, telephones and related equipment and all other tangible personal property, office and other supplies, parts, packaging materials and all other accessories related to any of the foregoing, as identified on EXHIBIT A (“Tangible Personal Property”); (c) All rights as lessee or sublessee under leases or subleases of Tangible Personal Property together with any options to purchase the underlying property, as identified on EXHIBIT A (“Tangible Personal Property Leases”); (d) All rights under any Contracts identified on Schedule 5.10 or assumed pursuant to EXHIBIT B; (e) All Intellectual Property identified on EXHIBIT A; (f) All files, documents, instruments, papers, books and records relating to the business, operations, condition (financial or other) or results of operations of the Business or the Purchased Assets, including financial statements, and related work papers and letters from accountants, budgets, pricing guidelines, ledgers, journals, Contracts, lists and records pertaining to customers, computer files and programs, retrieval programs, operating data and plans (Seller may redact those portions of any documents that contain information about businesses of Seller or its Affiliates other than the Business); (g) All personnel file records of the Transferred Employees; (h) A copy of Seller’s policies, manuals and procedures or similar materials used with respect to the Business, for the purpose of Buyer developing derivative policies, manuals and procedures or similar materials for its own use after Closing, for the use of which after Closing Seller shall have no liability whatsoever; (i) The trade names “nal Worldwide” and “nal Global,” which the Seller has informed Buyer are currently unregistered, and any trademarks, trade names and service marks containing either of the foregoing, all FF&Egoodwill associated therewith, and the n▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and n▇▇▇▇▇▇▇▇.▇▇▇ domain names; (iij) All prepaid rents (other than under the Fort W▇▇▇▇ Lease) and all Receivables;prepaid amounts under the Tangible Personal Property Leases being transferred to Buyer; and (iiik) all Inventory; (iv) the Purchased Contracts; (v) all patentsAll other assets, copyrights, trademarks businesses and service marks (whether registered or unregistered), all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities properties of the Seller or the facilities of a third party; (viii) all Seller Advance Payments, Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (x) all Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller); (xi) any Affiliate to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; extent: (xiii) all rights in and sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records primarily used in connection with the Assumed Benefit Plans; Business or the Purchased Assets, or (xiiiii) identified on EXHIBIT A, including all goodwill relating to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller Business and in effect at any time during Seller’s operation the going concern value of the Business, including without limitation, on the Leased Real Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the Shareholders; (xiv) all guarantees, warranties, indemnities and similar rights except as expressly set forth in favor of Seller or any of the Purchased Assets; (xv) all telephone and facsimile numbers, post office boxes, and bank accounts but not the cash contained therein that is an Excluded Asset; (xvi) all domain names and Internet addresses, and content with respect to Internet websites, including such content in its electronic form; (xvii) all rights, claims, causes of action against any Person; (xviii) all goodwill of the Business; and (xix) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the assetSection 2.2 below.