Common use of Purchased Assets Clause in Contracts

Purchased Assets. Subject to the terms and conditions set forth in this Agreement, Sellers hereby agree to sell, assign, transfer and deliver, and Purchaser hereby agrees to purchase and accept from Sellers, at and as of the Closing Date (as such term is defined below in Section 3.2(a)), all of Sellers’ right, title and interest in and to the following properties, assets and rights existing as of the date hereof (collectively, the “Purchased Assets”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine and the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Real Property”); (b) water treatment plant; (c) surface real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 below.

Purchased Assets. Subject to Upon the terms and conditions set forth in this AgreementAgreement and subject to the conditions hereof and the provisions of Section 1.6, Sellers hereby agree to at the Closing, Seller will sell, transfer, assign, transfer convey and deliverdeliver to Buyer, and Purchaser hereby agrees to Buyer will purchase and accept from Sellers, at and as of the Closing Date (as such term is defined below in Section 3.2(a))Seller, all of Sellers’ right, title and interest in of Seller in, to and to under the following properties, assets and rights existing as of the date hereof properties (collectively, the “Purchased Assets”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Golden ▇▇▇▇▇▇ Mill Land and related real estate all easements and real estate based mining claims rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Acquired Owned Real Property”), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”); (b) water treatment plant; (c) surface real estate rights, the Home Sale Contracts as shown on of the ownership list shown on Closing Date (the attached Schedule 1.1(c“Assigned Home Sale Contracts”); (d) all mining claims as shown on ▇▇▇▇▇▇▇ money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the ownership list shown on the attached Schedule 1.1(cAssigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all mining permits customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water rightsand sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all ancillary equipment used rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in any the Ordinary Course or otherwise listed on Section 1.1(f) of the foregoingDisclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, to include all machinerythe “Other Contracts” and, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection together with the Purchased Assets and located on or about the Acquired Real Property (Assigned Home Sale Contracts, the “Purchased EquipmentAssigned Contracts”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect Permits in the name of Seller and related to the Purchased Assets, whether oral or written Owned Real Property (the “ContractsAssigned Permits”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”);and (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management of Seller’s rights as declarant or operation of the Purchased Assets; (i) all books, records, files and papers relating exclusively similar capacity under CC&Rs with respect to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 belowAssociations.

Purchased Assets. Subject to On the terms and subject to the conditions set forth contained in this Agreement, Sellers hereby agree to on the Closing Date, Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliverdeliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counsel, free and Purchaser hereby agrees to purchase and accept from Sellers, at and as clear of the Closing Date (as such term is defined below in Section 3.2(a))all Liens, all of Sellers’ right, title and interest in and to the following assets, properties, assets rights, titles and rights existing as interests of every kind and nature owned, licensed or leased by Seller or otherwise used in the date hereof Business (collectively, the “"Purchased Assets”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine and the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Real Property”"); (b) water treatment plant; (c) surface real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c); (d) but excluding all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Excluded Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets;: (i) all books, records, files prepayments and papers relating exclusively to prepaid expenses listed on the Purchased Assets created at Schedule; (ii) all machinery, equipment, tools, dies, jigs, molds, patterns, furniture, spare parts and supplies, computers and all related equipment, telephones and all related equipment and all other tangible personal property listed on the Purchased Assets Schedule; (iii) all rights existing under all purchase orders to purchase or sell goods or products, including, without limitation, any time prior such purchase order listed on the "Contracts Schedule" and under each other contract listed on the Contracts Schedule and specifically identified as a contract to be assigned to Buyer (collectively, the "Assigned Contracts"); (iv) all distribution systems and networks including, without limitation, the right, from and after the Closing Date, to contact and do business with any distributor, broker or sales representative that distributes Seller's products (excluding any rights or obligations under any Distribution Contracts (as defined in Section 3.3(a2.1(b)(ix) below)by Sellers and/or Covenantors below)) and all rights (but not the obligation) to hire Seller's employees; (v) all lists and records pertaining to customer accounts (whether past or current), suppliers, distributors, personnel and agents and all other books, ledgers, files, documents, correspondence and business records; (vi) all claims, deposits, prepayments, warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment listed on the Purchased Assets Schedule, other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise those relating exclusively to Excluded Assets or Excluded Liabilities; (vii) all Proprietary Rights, including, without limitation, those listed on the Proprietary Rights Schedule; (viii) all Government Licenses, including, without limitation, any foreign product registrations and those Government Licenses listed on the attached "Licenses Schedule," but excluding any such Government Licenses which are by their terms not transferable; (ix) all insurance, warranty and condemnation proceeds received after the date hereof with respect to damage, non-conformance of or loss to the Purchased Assets; (jx) all rights to receive mail and other communications addressed to Seller; (xi) except as provided in Section 2.1(b)(v) below, all books, records, ledgers, files, documents, correspondence, lists, studies and reports and other printed or written materials; (xii) all trade accounts receivable as of the Closing Date (but excluding any private label accounts receivable), such accounts receivable to be set forth on a schedule to be jointly prepared by Seller and all other properties, assets Buyer as of the Closing (the "Purchased Receivables"); and (xiii) a number of units of each item of individual finished goods inventory set forth on the "Estimated Purchased Inventory Schedule" attached hereto as of the Closing Date which is (A) no greater than 110% of the "Estimated Purchase Units" set forth on the "Estimated Purchased Inventory Schedule" attached hereto and rights (B) not less than one month's supply of Sellers and/or Covenantors which are used exclusively each such product (as denoted in the management or operation column labeled "Minimum Purchase Units" in the "Estimated Purchased Inventory Schedule"), determined at PDK's unit costs for such inventory (which unit costs are set forth on the "Estimated Purchased Inventory Schedule"); provided that the definitive quantities of such inventory shall be set forth on a schedule to be jointly prepared by Buyer and Seller as of the Closing and provided further, that in no event shall Buyer be obligated to purchase in excess of $1.5 million of inventory pursuant to this Agreement (the "Purchased Assets not expressly described, listed or referred to in Section 1.2 belowInventory").

Purchased Assets. Subject to and upon the terms and conditions set forth in this Agreementherein, Sellers hereby agree to at the Closing Seller shall convey, sell, assign, transfer and deliver, deliver to Purchaser and Purchaser hereby agrees to purchase shall purchase, acquire and accept from Sellers, at and as of the Closing Date (as such term is defined below in Section 3.2(a)), all of Sellers’ Seller’s right, title and interest in and to all of Seller’s tangible and intangible assets used, held for use or in any way relating to its Business other than the following propertiesExcluded Assets (as hereinafter defined) (referred to hereinafter collectively as “Seller’s Assets” or “its Assets”), assets including without limitation: (a) The rights and rights benefits accruing to Seller as lessee under any immovable (real) property lease and/or sublease relating to Seller’s Business existing as of on the date hereof of this Agreement through the Closing Date, each of which is listed on Schedule 2.1(a)-1, together with any leases which may be executed on the immovable (real) property listed on Schedule 2.1(a)-2 or any opportunities to lease that may arise from the date of this Agreement through the Closing Date (the “Real Property Lease”) and any and all Franchise Rights and Franchise Agreements listed on Schedule 2.1(a)-3; (b) All right, title and interest, if any, to leasehold improvements, fixtures, constructions, component parts and other immovable (real) property owned by Seller and located on the Leased Premises, including without limitation those items listed on Schedule 2.1(b) (collectively, the “Purchased AssetsLeasehold Improvements”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine and all architectural plans and mechanical drawings related to the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Real Property”); (b) water treatment plantLeasehold Improvements; (c) surface All right, title and interest, if any, to easements, servitudes, privileges, rights-of-way and other real estate rightsrights of Seller pertaining to or accruing to the benefit of the Leased Premises, as shown including without limitation those items listed on Schedule 2.1(c) (collectively, the ownership list shown on the attached Schedule 1.1(c“Easements”); (d) All machinery (including without limitation all mining claims as shown computer hardware used in connection with the operation and maintenance of Seller’s Business), kitchen and other appliances, equipment, furniture, vehicles, smallwares, utensils, glassware, table cloths, spare parts, tools, supplies, and other corporeal (tangible), movable (personal) property located on the ownership list shown Leased Premises or otherwise relating to Seller’s Business, including without limitation those items listed and described on Schedule 2.1(d) (collectively, the attached Schedule 1.1(c“Equipment”); (e) all mining permits The rights and water rightsbenefits accruing to Seller as lessee under any leases and/or subleases for equipment, machinery, appliances or other corporeal (tangible), movable (personal) property used in the operation of its Business (each an “Equipment Lease” and collectively the “Equipment Leases”), each of which is listed on Schedule 2.1(e); (f) all ancillary equipment used in any All of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used Seller’s inventory in connection with Seller’s Business, which as of the Purchased Assets day before the Closing Date are those items listed and located described on or about Schedule 2.1(f)-1, which shall be not less than the Acquired Real Property minimum inventory levels as listed and described on Schedule 2.1(f)-2 (the “Purchased EquipmentInventory”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased AssetsSeller’s Business as a going concern, whether oral or written (the “Contracts”); and (ii) to the extent assignableits Franchise Rights, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets rights and set forth benefits (but not its obligations or liabilities) under its Franchise Agreements, all intellectual property of Seller used in connection with its business, including without limitation, all trademarks, service marks, rights to computer software, trade secrets (including, without limitation, recipes) and trade names (whether acquired from Purchaser, an Affiliated franchisor or otherwise), (including without limitation all of the Seller’s right to do or develop business as a ▇▇▇▇’▇ ▇▇▇▇▇ Steak House restaurant), including without limitation the trade names listed on Schedule 1.1(g)(the 2.1(g), goodwill and other intangible assets (collectively, “ContractsIntellectual Property”); (h) All claims and rights of Seller under all permitsagreements, authorizations contracts, software license agreements, purchase and licenses used by Sellers and/or Covenantors exclusively in sale orders and other executory contracts and commitments of Seller arising from or relating to its Business, including without limitation those listed on Schedule 2.1(h) (each an “Assigned Contract” and collectively the management “Assigned Contracts”) and all accrued or operation of the Purchased Assetsprepaid advertising rights; (i) all booksAll licenses, recordspermits, files consents, use agreements, approvals, authorizations and papers relating exclusively certificates of any Governmental Authority to the Purchased Assets created at any time prior extent they relate to Seller’s Business (collectively, the “Licenses”), in each case to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors extent transferable by the Seller, other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assetsincluding without limitation those listed on Schedule 2.1(i); (j) All files, operating manuals and correspondence pertaining to the Equipment; all customer and potential customer lists; mailing lists; all files pertaining to current and potential vendors and suppliers; all price lists; all advertising materials; and copies of three years of financial records (which financial records shall be certified by Queyrouze), business books, records, ledgers, files, documents, business plans, budgets, financial statements, creative materials, advertising and promotional materials, corporate policy documents, architectural plans, mechanical drawings, parking plans, menus, training manuals, recipes, recipe manuals, and/or any other corporate manuals relating to its Business, and any correspondence relating to the Business or reasonably related to the Business (collectively, the “Books and Records”); (k) All of Seller’s right, title and interest in and any right to lease the property identified in Schedule 2.1(a)-2, which includes all potential lease rights Seller may have, including but not limited options to lease adjacent property or options to purchase the leased premises. (l) All of Seller’s right, title and interest in and to its telephone numbers and the directory advertising for such telephone numbers, to the extent assignable; (m) All domain names, websites and other propertiesintellectual property of any kind or nature used by Seller in its Business except for those items identified on Schedule 2.1(m), assets which items are not used or related to Seller’s Business or to ▇▇▇▇’▇ ▇▇▇▇▇ Steak House; (n) Except as provided in Section 2.2(c), all claims, security and other deposits, prepayments, prepaid expenses, refunds, causes of action, choses in action, rights of recovery, warranties and guarantees with respect to Purchased Assets (including without limitation the Inventory), rights of set off, and rights of Sellers and/or Covenantors recoupment of Seller (including any such item relating to the payment of taxes other than income taxes) and all federal, state and local franchise and property tax credits (“Claims”); (o) Seller’s working cash, which are used exclusively shall be $1,000 per restaurant (the “Working Cash”); and (p) All tax credits or rights to credits available to Seller in connection with the management or operation of Seller’s Business to the Purchased Assets not expressly described, listed extent transferable to Purchaser but excluding any tip credits or referred income tax credits usable by Seller up to in Section 1.2 belowthe Closing Date.

Purchased Assets. Subject to On the terms and subject to the conditions set forth in this Agreement, Sellers hereby agree to Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliverdeliver to Buyer, and Purchaser hereby agrees to purchase and accept from Sellers, at and as of the Closing Date (as such term is defined below in Section 3.2(a))Date, all of Sellers’ rightSeller’s rights in all assets, title and interest in and to the following properties, assets rights, titles and rights existing as interests of the date hereof every kind and nature, used in or a part of Seller’s Table Games Business, whether tangible or intangible, real or personal and wherever located and by whomever possessed, set forth below in subsection (i) through (xv) (collectively, the “Purchased Assets”):), free and clear of all Liens as follows: (ai) The all Inventory used in or a part of Seller’s Table Games Business, in each case as set forth in the Inventory Schedule; (ii) the Purchased Table Games Intellectual Property, as listed in the Table Games Intellectual Property Schedule, used in or a part of Seller’s Table Games Business, together with all income, royalties, damages and payments due or payable as of the Closing Date or thereafter (including, without limitation, damages and payments for past or future infringements or misappropriations thereof), the right to ▇▇▇▇▇-▇▇▇ and recover for past infringements or misappropriations thereof, any and all corresponding rights that, now or hereafter, may be secured throughout the world and all copies and tangible embodiments of any such Purchased Table Games Intellectual Property; (iii) all Rights used in or a part of Seller’s Table Games Business; (iv) all Equipment or other fixed assets (collectively “Fixed Assets”) used in or a part of Seller’s Table Games Business, as set forth on the Equipment and Fixed Assets Schedule; (v) each Purchased Table Game and the physical embodiment of such Purchased Table Game, including all contract, tangible and intangible Rights relating thereto, and any Reversionary Rights, in all cases, other than any System; (vi) those Purchased Table Games leased or licensed and installed (the “Existing Installed Base”), as of the Closing Date, in a Legal Gaming Venue, the majority of which are listed on the Existing Installed Base Schedule, which includes all of Seller’s Table Games installed in the State of Washington which existed as of September 1, 2007; and all revenues derived or due therefrom, as of and after the Closing Date; (vii) the right to receive and retain mail, and other communications to the extent relating to Seller’s Table Games Business (other than those that are Excluded Assets or Excluded Liabilities); (viii) the right to ▇▇▇▇ Mine and receive payment for products shipped or delivered and/or services performed in the Golden ▇▇operation of Seller’s Table Games Business but unbilled or unpaid, as of the Effective Date; (ix) the right to ▇▇▇▇ Mill and receive payment for any Existing Installed Base, as of the Effective Date; (x) all lists, records and other information pertaining to accounts, and referral sources; all lists, invoices, records and other information pertaining to suppliers and customers; Seller’s Table Games Intellectual Property files, attorney correspondence, and prosecution file histories, provided, however, for same that are related real estate to the Licensed Patents, Seller may retain originals and real estate based mining claims provide Buyer with copies; all drawings, reports, studies, plans, books, ledgers, files and business and accounting records of every kind (including all financial, business, sales and marketing plans and information related to Seller’s Table Games Business); all illustrator files for training manuals, game manuals, how to play cards, math files, felt designs, pay table signs, product sheets, any marketing materials, and any other items depicted in illustrator files; in each case that relate to Seller’s Table Games Business and regardless of whether such items are evidenced in writing, electronic data, computer software or otherwise; (xi) all advertising, marketing and promotional materials, all archival materials and all other printed or written materials to the extent relating to Seller’s Table Games Business; (xii) all Gaming Product Approvals applicable solely to the Purchased Table Games (and not the Excluded Assets). (the items in Sections 2.1(a)(ix), 2.1(a)(xi), and 2.1(a)(xii) are collectively referred to as “Acquired Real PropertyTable Games Books and Records”); (bxiii) water treatment plantAquarius and Game Manager and all prior, current and future versions and enhancements thereof; (cxiv) surface real estate rightssubject to Section 2.2(a), as shown on the ownership list shown on the attached Schedule 1.1(c);all Assumed Contracts; and (dxv) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoingPending Orders, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 below4.10(j).

Purchased Assets. Subject to Upon the terms and subject to the conditions set forth in of this Agreement, Sellers hereby agree to on the Closing Date, Parent and Seller shall sell, transfer, assign, transfer convey and deliverdeliver to Buyer, and Purchaser hereby agrees to Buyer shall purchase from Parent and accept from SellersSeller, at on a going concern basis, free and clear of all Encumbrances (except for Permitted Encumbrances), the assets and properties of Seller wherever located, real, personal or mixed, tangible or intangible, other than Excluded Assets, as of the same shall exist on the Closing Date (as such term is defined below in Section 3.2(a)herein collectively called the "Purchased Assets"), including, without limitation, all of Sellers’ right, title and interest in of Parent and Seller in, to the following properties, assets and rights existing as of the date hereof (collectively, the “Purchased Assets”):under: (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine all of the assets, other than Excluded Assets, reflected on the Balance Sheet, except those disposed of after the Balance Sheet Date in the ordinary course of business consistent with past practice (including with respect to quantity and the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Real Property”frequency); (b) water treatment plantall notes, accounts receivable and unbilled client work in process of Seller on the Closing Date; (c) surface the real estate rightsleases (the "Leases") listed on Schedule 2.1(c) and all leasehold interests created thereby, as shown on all leasehold improvements, fixtures and fittings owned or held by Seller under the ownership list shown on Leases, and all easements, rights of way and other appurtenants under the attached Schedule 1.1(c)Leases; (d) all mining claims as shown the inventories, equipment, vehicles, furniture and other tangible personal property owned or used by Seller primarily in connection with the Business and the tangible personal property of Parent listed on the ownership list shown on the attached Schedule 1.1(c2.1(d); (e) all mining permits Intellectual Property owned or used by Seller primarily in connection with the Business and water rightsthe goodwill associated therewith; (f) the contracts, agreements or understandings, written or oral, entered into by Seller, including all ancillary equipment used in any of the foregoingleases, to include all machinerywork orders, fixtures, furniture, equipment, materials, parts, supplies, tools client engagement letters and other tangible property owned agreements or controlled by Seller and/or Covenantors, used in connection with arrangements relating primarily to the Purchased Assets and located on or about the Acquired Real Property Business (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f"Seller Agreements"); (g) all of Seller's deposits under the Leases (including deposits from subtenants), all of Seller's rights under: (i) contracts of set-off, rights of recovery and claims or causes of action against third parties relating to the assets, properties, business or creating rights with respect operations of the Business arising out of transactions occurring prior to the Purchased Assets, whether oral or written Closing Date (the “Contracts”); and (ii) except for refunds of Taxes to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors provided in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”Section 2.2(d)); (h) all permitsfiles, authorizations documents, correspondence, creative materials, advertising and licenses promotional materials, studies, reports, books and records of Seller (including all data and other information stored on discs, tapes or other media), customer lists, customer or credit data, computer programs, software, and hardware owned or used by Sellers and/or Covenantors exclusively Seller primarily in connection with the management or operation of the Purchased Assets;Business; and (i) all securities (such as the capital stock in the Subsidiaries), corporate minute books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute stock transfer books and related corporate records, and books, records, files and papers not otherwise relating exclusively to seals of the Purchased AssetsSubsidiaries in the possession of Parent; (j) any to the extent transferable to Buyer, all franchises, approvals, permits, licenses, orders, registrations, certificates, variances and similar rights obtained by Seller from a Governmental Body (the "Transferred Permits"); (k) all rights of Parent and Seller under all employment, consulting and noncompete agreements with, and all other propertiesrelationships of Seller with, assets and rights of Sellers and/or Covenantors which are the employees listed on Schedule 2.1 (k), except to the extent terminated pursuant to the Termination Agreements; (l) all general intangibles used exclusively primarily in the management Business including without limitation, all good will as a going concern and any all causes of action or operation claims of Seller against any Person that arose or will arise primarily in connection with the Purchased Assets not expressly describedBusiness prior to the Closing Date, listed other than Excluded Employee Claims and causes of action or referred claims against Parent, Seller or any of their officers, directors, employees or agents or causes of action or claims as to which Parent, Seller or their Affiliates may be required to provide indemnification. (m) cash in Section 1.2 belowamount equal to $100,000.

Purchased Assets. Subject to Upon the terms and subject to the conditions set forth in of this Agreement, Sellers hereby agree to at the Closing, Seller shall sell, transfer, assign, transfer convey and deliverdeliver to Buyer, and Purchaser hereby agrees to Buyer shall purchase from Seller, free and accept from Sellers, at and as clear of the Closing Date (as such term is defined below in Section 3.2(a))all Liens other than Permitted Liens, all of Sellers’ the right, title and interest that Seller possesses in and to all of the following properties, assets and rights existing as of the date hereof properties (collectively, the “Purchased Assets”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine Seller’s leasehold interest in the Leased Manufacturing Equipment (as more particularly described on Schedule 2.1(a), which shall be updated by the Parties within three (3) Business Days prior to the Closing) and the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Leased Real Property”), pursuant to the Lease Agreement; (b) water treatment plantall tangible personal property, including computer hardware, manufacturing equipment, office equipment, accessories, machinery, furniture, and fixtures owned by Seller and located at the Manufacturing Facility (collectively, the “Owned Personal Property”), as more particularly set forth on Schedule 2.1(b) (which shall be updated by the Parties within three (3) Business Days prior to the Closing); (c) surface real estate rights, as shown all of Seller’s inventories and supplies located at the Manufacturing Facility on the ownership list shown on Closing Date other than the attached Schedule 1.1(c)raw materials and product inventory for 503B products; (d) all mining claims as shown of Seller’s rights under the Contracts (collectively, the “Assigned Contracts”) identified on Schedule 2.1(d) (which shall be updated by the ownership list shown on Parties within three (3) Business Days prior to the attached Schedule 1.1(cClosing), subject to the provisions of Section 2.4(c)); (e) all mining permits of Seller’s rights relating to deposits and water rightsprepayments with respect to purchase orders or other Contracts included in the Assigned Contracts, as more particularly set forth on Schedule 2.1(e) (which shall be updated by the Parties within three (3) Business Days prior to the Closing); (f) all ancillary equipment used in any of the foregoingFacility Governmental Authorizations, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f)extent assignable; (g) all rights under: warranties (iexpress and implied) contracts relating to or creating rights that continue in effect with respect to the Manufacturing Facility or any Purchased AssetsAsset (including, whether oral or written (the “Contracts”without limitation, warranties provided for under any Assigned Contract); and (ii) , to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”);; and (h) all permitsoriginals, authorizations or where not available, copies, of material documents and licenses used by Sellers and/or Covenantors exclusively records of Seller, in Seller’s possession or control, relating specifically and solely to the management or operation of Manufacturing Facility, the Purchased Assets; , or the Assigned Contracts (i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 below“Facility Records”).

Purchased Assets. Subject to the terms and conditions set forth in of this Agreement, Sellers hereby agree to sell, assign, transfer and deliver, and Purchaser hereby agrees to purchase and accept from Sellers, at and as of on the Closing Date (as such term is defined below in Section 3.2(a)below), all Seller will sell to Buyer, and Buyer will purchase from Seller, the assets of Sellers’ right, title and interest in and to the following properties, assets and rights existing as of the date hereof Seller listed below (collectively, the “"Purchased Assets”):"). The Purchased Assets will be purchased free and clear of all security interests, liens, restrictions, claims, encumbrances or charges of any kind ("Encumbrances"), except as provided herein. The Purchased Assets will include the following items: (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine All equipment, furniture and other personal property of Seller used in the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (Businesses as set forth in the “Acquired Real Property”attached Schedule 1.1(a); (b) water treatment plantThe personal property leases of Seller used in the Business as set forth in the attached Schedule 1.1(b); (c) surface real estate rightsThe client accounts, agreements, understandings and contracts of Seller used in the Business as shown on the ownership list shown on set forth in the attached Schedule 1.1(c) (the “Assumed Contracts”); (d) All trademarks and trademark applications, and all mining claims as shown on the ownership list shown on the patents and patent applications, including specifically those set forth in attached Schedule 1.1(c1.1(d); (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all goodwill associated therewith, and all computer software developed by Seller, including all documentation thereof and all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing Intellectual Property (as defined in Section 3.3(a3.5) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate recordsof Seller, and all rights to use the name “Express Employment Agency” and “Express Staffing Services”. (e) All marketing or promotional designs, brochures, advertisements, concepts, literature, books, recordsmedia rights, files rights against any other person in respect of any of the foregoing and papers not otherwise all other promotional properties, in each case primarily used or useful or developed or acquired by the Seller for use in connection with the ownership and operation of the Business and the Purchased Assets (f) All other intangible assets, including without limitation all supplier lists, customer lists, goodwill, "know-how," proprietary information and trade secrets relating exclusively to the Business; and all manufacturers' warranties (including pending warranty claims) and manuals relating to the Purchased Assets; (g) All of the Seller's lease deposits on leases assumed by Buyer as set forth in attached Schedule 1.1(g); (h) All permits relating to the operation of the Business, to the extent such permits are transferable and whether or not all action necessary to effect such transfer has been taken prior to the Closing; (i) All real property leases of Seller, to the extent such are assignable, as set forth in Schedule 1.1(i) (j) any All telephone and facsimile machine numbers assigned to Seller, in­cluding without limitation tele­phone book listings, and all goodwill associated therewith as set forth in attached Schedule 1.1(j); (k) Except as expressly set forth in Section 1.3, all papers, documents, computerized databases, books and records (including all data stored on discs, tapes or other propertiesmedia) of Seller related to the Purchased Assets and Business operations, assets including without limitation all software design documents, source code, employer records and workers’ compensation records relating to employees hired by the Buyer, sales records, marketing records, accounting and financial records, and maintenance and production records as set forth in attached Schedule 1.1(k); and (l) All claims, causes of action, rights of recovery and rights of Sellers and/or Covenantors which are used exclusively in the management or operation setoff of every type and kind relating to the Purchased Assets not expressly describedand all claims, listed or referred causes of action, rights of recovery and rights of setoff of every type and kind relating to the Assumed Obligations (as defined in Section 1.2 below1.2), in each case whether accruing before or after the Closing; provided, however, that the definition of Purchased Assets shall not include any items defined as Excluded Assets in Section 1.3.

Purchased Assets. Subject to the terms and conditions set forth in of this Agreement, Sellers hereby agree to sell, assign, transfer and deliver, and Purchaser Buyer hereby agrees to purchase from Seller, and accept from SellersSeller hereby agrees to sell, at transfer and as assign to Buyer, free and clear of the Closing Date any and all Liens and Encumbrances (as such term is defined below in Section 3.2(a)hereinafter defined), all of Sellers’ Seller's right, title and interest in and to assets that are related to, used in the following properties, assets and rights existing as operation of or have been generated by the date hereof Purchased Restaurants (collectively, the “"Purchased Assets”):") including, but not limited to, the following: (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine 1.1 All of the equipment, furniture, fixtures, trade fixtures, signs, sign poles, machinery, kitchen equipment, computers, cash registers, menus, uniforms, small equipment, small wares and other tangible personal property used in connection with the Golden ▇▇▇▇▇▇ Mill operation of the Purchased Restaurants, wherever located and related real estate and real estate based mining claims owned by Seller on the Closing Date, including, without limitation, those assets identified on Schedule 1.1 attached hereto (the “Acquired Real Property”"Fixed Assets"); 1.2 All inventory of Seller purchased for use in connection with the Purchased Restaurants, wherever located and owned by Seller on the Closing Date (b) water treatment plantthe "Inventory"), including, without limitation, the Inventory identified on Schedule 1.2 hereto; 1.3 All of the agreements relating to the Purchased Restaurants under which Seller owns or holds any leasehold interest in real property (ceach, a "Real Property Lease"), including any buildings and improvements thereon, or leases in personal property, whether tangible or intangible (each a "Personal Property Lease") surface real estate rights(collectively, as shown on the ownership "Leases"), a true and complete list shown on of which is set forth in Schedule 1.3 hereto; 1.4 All of the agreements, contracts, licenses, instruments, commitments and understandings, written or oral, that (in addition to the Leases) are related solely to the Purchased Restaurants and listed (or, in the case of oral agreements or understandings, that are described) under the caption "Assigned Contracts" in Schedule 1.4 attached Schedule 1.1(chereto (collectively, the "Assigned Contracts"); 1.5 All rights in and to any governmental and private permits, licenses, certificates of occupancy, franchises and authorizations, to the extent assignable, used in or relating to the Purchased Restaurants; 1.6 (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(cintentionally omitted); (e) 1.7 All financial books and accounting records, and all mining permits files, lists, publications, and water rightsother records and data used in or relating to the Purchased Restaurants, including, without limitation, lists of suppliers and distributors and related files, environmental records, price lists, marketing plans, sales records, labor relations and employee compensation records, and maintenance records, regardless of the medium on which such information is stored or maintained; (f) all ancillary equipment used in any 1.8 All cash on hand at the Purchased Restaurants as of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools Closing Date ("Cash and other tangible property owned or controlled by Seller and/or Covenantors, Equivalents") identified on Schedule 1.8 hereto; 1.9 All prepaid fees and deposits associated with the Leases and the utilities used in connection with the Purchased Assets Restaurants ("Prepaid Fees and located on or about the Acquired Real Property (the “Purchased Equipment”) as Deposits"), which are set forth on the in Schedule 1.9 attached Schedule 1.1(f)hereto; (g) all rights under: (i) contracts relating to 1.10 Any cause of action, claim, suit, proceeding, judgment or creating rights with respect to the Purchased Assetsdemand, whether oral of whatsoever nature, of or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used held by Sellers and/or Covenantors in the operation Seller against any third parties arising out of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”)or the Purchased Restaurants prior to the date hereof; (h) all permits, authorizations 1.11 All goodwill associated with the Purchased Restaurants and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 below.

Purchased Assets. Subject to the terms and conditions set forth in of this Agreement, Sellers hereby agree to on the Closing Date and at the Closing, Seller shall sell, assign, transfer and deliverconvey to Purchaser, and Purchaser hereby agrees to purchase shall purchase, acquire and accept from Sellers, at and as of the Closing Date (as such term is defined below in Section 3.2(a))Seller, all of Sellers’ the Seller’s right, title and interest in and to the following properties, assets and rights existing as of the date hereof (collectively, the “Purchased Assets”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine Any and all Contracts primarily related to the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims Business (the “Acquired Assigned Contracts”) including the Contracts with customers, in each case as disclosed on Section 2.4(a) of the Seller Disclosure Schedules; provided that in no event shall any Contracts solely among Seller and its Affiliates be deemed an Assigned Contract or a Purchased Asset except those Contracts with Affiliates set forth on Section 2.4(a) of the Seller Disclosure Schedules; (b) the Lease (including any deposits thereunder) and the rights to the Leased Real Property as set forth in the Lease; (c) The Business Intellectual Property, the Transferred Names and the Copyrights and the Trademarks used exclusively in the Business or required exclusively for the operation of the Business as currently conducted; (d) All tangible assets that relate exclusively to the Business including all equipment, tooling, fixed assets, personal property and office furniture located at the Leased Real Property and tangible assets set forth on Section 2.4(d) of the Seller Disclosure Schedules (the “Business Tangible Property”); (b) water treatment plant; (c) surface real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits Any notes, debentures, trade receivables (current and water rightsnoncurrent) and other accounts receivable, other than from Seller and any of its Subsidiaries arising out of the Assigned Contracts or sales of Products to customers of the Business; (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, The raw materials, partswork-in-process, suppliesfinished goods, tools supplies and other tangible property owned inventories relating exclusively to the Business or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets Assigned Contracts and located on or about at the Acquired Leased Real Property (collectively, the “Purchased EquipmentInventory”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (iThe transferable Business Permits listed in Section 2.4(g) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”)Seller Disclosure Schedules; (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased AssetsThe Prepaid Expenses; (i) All goodwill in the Business; and (j) Any and all documents, instruments, papers, books, records, books of account, files and papers data (including customer and supplier lists, and repair and performance records), catalogs, brochures, sales literature, promotional materials, certificates and other documents to the extent exclusively relating exclusively to the Business or the Purchased Assets created or the Employees and located at any time prior to the Closing (as defined Leased Real Property and in Section 3.3(a) below)by Sellers and/or Covenantors the possession of the Seller, other than Sellers’ (i) any books, records or other materials that the Seller are required by Law to retain (copies of which, to the extent permitted by Law, will be made available to Purchaser upon Purchaser’s reasonable request) and Covenantors’ respective corporate minute books and related corporate records(ii) copies of employment records for Transferred Employees reasonably requested by Purchaser to comply with the covenants set forth in Section 5.6; provided, that, with respect to any such books, records or other materials that are Purchased Assets pursuant to this clause (j), Seller shall be permitted to keep (A) one (1) copy of such books, records or other materials to the extent required to demonstrate compliance with applicable Law or pursuant to internal compliance procedures, and (B) such books, records, files and papers not otherwise relating exclusively to records or other materials in the Purchased Assets; form of so-called “back-up” electronic tapes in the Ordinary Course of the Business. A single asset may fall within more than one of clauses (a) through (j) in this Section 2.4; such fact does not imply that (i) such asset shall be transferred more than once or (ii) any and all duplication of such asset is required. Anything to the contrary in this Agreement notwithstanding, no Intellectual Property that does not fall within clause (c) or clause (j) of this Section 2.4 will be deemed to be included in any other properties, assets and rights clause of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in this Section 1.2 below2.4.

Purchased Assets. Subject to Upon the terms and subject to the conditions set forth in this AgreementAgreement and excluding the Excluded Assets, Sellers Seller hereby agree sells, conveys, assigns, transfers and delivers to sell, assign, transfer and deliverBuyer, and Purchaser Buyer hereby agrees to purchase purchases and accept accepts from SellersSeller, at free and as clear of the Closing Date (as such term is defined below in Section 3.2(a))all Liens, all of Sellers’ Seller’s right, title and interest in and to the following propertiesSeller’s property, assets and rights existing as rights, including all such assets that are used in or are useful to Seller’s business of developing, designing, manufacturing, selling and distributing oil change systems, fuel and oil transfer pumps, fuel primers, fuel polishing systems and engine flushing systems (the date hereof “Business”), tangible and intangible, of every kind and description, wherever located (collectively, the “Purchased Assets”): (a) ). The ▇▇▇▇▇-▇▇Purchased Assets include the assets described below and in the ▇▇▇▇ Mine of sale and assignment of rights delivered by Seller in connection with this Agreement (the Golden ▇▇“▇▇▇▇ Mill of Sale”) but exclude the Excluded Assets. The purchase and related real estate acceptance of the Purchased Assets does not include the assumption of any Liability of Seller unless expressly assumed by Buyer pursuant to Section 2.3. Without limiting the foregoing, the Purchased Assets shall include the following: (a) all accounts receivable and real estate based mining claims all notes and other evidences of indebtedness in favor of Seller and rights to receive payments arising out of products sold and services rendered (the “Acquired Real PropertyAccounts Receivable”); ; (b) water treatment plant; any and all inventory of Seller, including raw materials, samples, work-in-progress inventory, prepaid inventory, accessories, supplies, spare parts, finished goods and ▇▇▇▇ of material expense items (including shipping containers, labels and packaging materials), whether in the possession of Seller or in transit to Seller (the “Inventory”); (c) surface real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property Intellectual Property Rights owned or controlled by Seller and/or Covenantors, and used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used held for use by Sellers and/or Covenantors Seller in the operation of the Purchased Assets and Business (the “Intellectual Property Assets”); (d) all Contracts set forth on Schedule 1.1(g)(the 2.1(d) (collectively the “Assumed Contracts”); ; (he) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all bookslicenses, recordspermits, files registrations, certificates of occupancy, Consents and papers relating exclusively certificates from any Governmental Authority (collectively, “Permits”) issued, to Seller, and (ii) all certificates, registrations, accreditations, qualifications and approvals of any independent or accreditation body (collectively, “Certifications”) issued to Seller; (f) all machinery, equipment, furniture, furnishings, molds, fixtures, tools, dies, vessels, vehicles, computers and other tangible personal property of Seller used in Seller’s conduct of the Business; (g) all of the books and records of Seller related to the Purchased Assets created at any time prior or the Business, including business records, files, research material, tangible data, documents, payroll and personnel records with respect to the Closing Transferred Employees (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; extent permitted by Law), invoices, customer lists, vendor lists and service provider lists, whether in written or electronic form; (jh) any and all goodwill of Seller; and (i) all other properties, assets and rights of Sellers and/or Covenantors which are Seller used exclusively in the management or its operation of the Purchased Assets not expressly described, listed or referred to Business (unless included in Section 1.2 belowthe Excluded Assets).

Purchased Assets. Subject Except as otherwise specifically provided in Section 1.2 hereof, subject to the terms and conditions set forth in this Agreementhereof, Sellers hereby agree Seller agrees to sell, assign, transfer and deliver, and Parent agrees to cause any Affiliate to sell, assign, transfer and deliver, to Purchaser, and Purchaser hereby agrees to purchase and accept from SellersSeller or any such Affiliate, as applicable, at and as of the Closing Date (as such term is defined below in Section 3.2(a)hereinafter defined), all of Sellers’ Seller's or such Affiliate's right, title and interest in and to the Business as a going concern and all of the following properties, assets and rights rights, relating exclusively to the Business and existing as of the date hereof Closing Date (collectively, the “"Purchased Assets”"): (a) The all customer lists, customer files and route books relating to customers of the Business (the accounts of such customers as related solely to the Business, in addition to the customer accounts representing the Jacksonville Volume (as defined below), are referred to hereinafter as the "Covered Accounts"); (b) all Owned Real Property (as defined below) described on Schedule 1.1(b), which Schedule shall be revised on or prior to the Closing Date to reflect the legal descriptions of each parcel of Owned Real Property set forth on the respective Title Commitment (as defined below) relating thereto; (c) all linens, garments, mats, mops, towels and other rental items, along with laundry bags and tie covers which are in used condition and located at either (i) an Acquired Facility; (ii) any customer location associated with a Covered Account; (iii) on any vehicle listed on Schedule 1.1(h) hereof or that are leased by Seller or an Affiliate pursuant to that certain Lease by and between ▇▇▇▇▇-▇▇▇▇▇▇ Mine Leasing Corp. and Parent, dated December 13, 1982 (collectively, the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims "Leased Vehicles"); or (the “Acquired Real Property”); (biv) water treatment plant; (c) surface real estate rights, as shown on the ownership list shown on premises of a third party processor of such items (a "Processor's Premises") (collectively, the attached Schedule 1.1(c"In-Service Inventory"); (d) subject to the inventory guidelines set forth in Section 3.4 hereof, all mining claims new, never processed linens, garments, mats, mops, towels and other rental items, laundry bags and tie covers, and all new, unopened paper products located at an Acquired Facility (collectively, the "New Inventory"). Together, the New Inventory and the In-Service Inventory are referred to herein as shown on the ownership list shown on the attached Schedule 1.1(c)"Inventory;" (e) all mining permits CRT cabinets, mop handles and water rightsframes, paper towel cabinets, bag racks, air freshener dispensers and soap and tissue dispensers located at either (i) an Acquired Facility; (ii) any customer location associated with a Covered Account; or (iii) on any vehicle listed on Schedule 1.1(h) hereof or on any Leased Vehicle (collectively, the "Restroom Service Products"); (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used and which are located at either (i) an Acquired Facility; (ii) any customer location associated with a Covered Account; (iii) on any vehicle listed on Schedule 1.1(h) hereof or on any Leased Vehicle; (iv) on a Processor's Premises; or (v) in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f)any third party repair shop; (g) all rights under: rolling stock (exclusive of vehicles) used or held for use, including, without limitation, delivery carts, hampers and buggies located at either (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”)an Acquired Facility; and (ii) to the extent assignable, any customer location associated with a Covered Account; (iii) on any vehicle listed on Schedule 1.1(h) hereof or on any Leased Vehicle; or (iv) on a Processor's Premises; (h) all other vehicles listed in Schedule 1.1(h) hereto; (i) all rights under all contracts and agreements, whether oral or written, used by Sellers and/or Covenantors Seller or any Affiliate in the operation conduct of the Purchased Assets Business which are in effect as of the Closing Date (all of such contracts and set forth agreements being hereinafter referred to collectively as the "Contracts"), including, without limitation, (i) subject to the provisions of Section 1.5 hereof, all customer contracts pertinent to the Covered Accounts; (ii) all purchase orders, nonproprietary software license agreements listed on Schedule 1.1(g)(the “Contracts”1.1(i)(ii), and other license agreements, service agreements and maintenance agreements; (iii) all lease agreements listed on Schedule 1.1(i)(iii) under which Seller is lessor of portions of the Owned Real Property; (iv) all Real Property Leases (as defined below) listed on Schedule 1.1(i)(iv); (v) all lease and sublease agreements for tangible personal property located at the Acquired Facilities, including without limitation, the Personal Property Leases (as defined below) listed on Schedule 1.1(i)(v); and (vi) the Collective Bargaining Agreements (as defined below) listed on Schedule 1.1(i)(vi); (hj) to the extent transferable, all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively Seller or an Affiliate in the management or operation conduct of the Purchased AssetsBusiness (collectively, the "Transferable Permits"); (ik) all books, records, files accounts receivable relating to the Covered Accounts and papers other receivables relating exclusively to the Purchased Assets created at any time prior to Business which are outstanding as of the Closing Date, without regard to whether or not such accounts receivable have been fully reserved for as uncollected accounts receivable or written off as uncollectible accounts, but exclusive of any Hold Tickets (as defined below) (the "Accounts Receivable"); (l) all prepaid items that are listed in Section 3.3(aSchedule 1.1(l) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate recordsto the extent Purchaser is able to use such prepaid items in the ordinary course of the Business following consummation of the transactions contemplated by this Agreement (the "Prepaid Items"); (m) the intellectual property listed on Schedule 1.1(m) (the "Intellectual Property"), and books, records, files any federal and papers not otherwise state registrations or applications for registration relating exclusively thereto; and (n) all of Seller's rights under all manufacturing warranties from third parties relating solely to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 below.

Purchased Assets. Subject to the terms and conditions set forth in of this Agreement, Sellers hereby agree to at the Closing, Seller shall, or shall cause one or more of its Subsidiaries to, sell, assignconvey, transfer transfer, assign and deliverdeliver to Purchaser, and Purchaser hereby agrees to shall purchase and accept acquire from SellersSeller, at free and as clear of all Liens other than the Closing Date (as such term is defined below in Section 3.2(a))Assumed Liabilities and Permitted Liens, all of SellersSeller’s and its Subsidiaries’ right, title and interest in and to all of the following properties, assets and rights existing as of the date hereof (collectively, the “Purchased Assets”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine and the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Real Property”)Program Compounds; (b) water treatment plantAll Program Technology and any Copyrights Controlled by Seller or its Subsidiaries immediately prior to the Closing in publications primarily related to the Program Compounds, and/or Products and/or the Program, and all rights to ▇▇▇ for or assert claims against and remedies against past, present or future infringements of the foregoing and rights of priority and protection of interests therein and to retain any and all amounts therefrom except any Excluded Assets; (c) surface real estate rightsAll Regulatory Materials, as shown including the items listed on the ownership list shown on the attached Schedule 1.1(c2.1(c); (d) all mining claims as shown All Inventory, including, the items listed on the ownership list shown on the attached Schedule 1.1(c2.1(d), but excluding any Inventory not manufactured in accordance with current good manufacturing practices; (e) all mining permits and water rightsAll Patent Files with respect to the Program Patents; (f) all ancillary equipment used in any of All Program Notebooks, including the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f)information contained therein; (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”)All Other Program Materials; and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”);and (h) all permits, authorizations rights and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers relating exclusively claims to the Purchased Assets created at any time prior extent relating to the Closing items described in paragraphs (as defined in a) through (g) of this Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records2.1 or to any Assumed Liability, and booksall warranties, records, files indemnities and papers not otherwise relating exclusively similar rights in favor of Seller or any of its Subsidiaries to the extent related to any such Purchased Assets; (j) Asset or any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 belowAssumed Liability.

Purchased Assets. Subject to the terms and conditions set forth in this Agreement, Buyer hereby agrees to purchase from Sellers, and Sellers hereby agree to sell, convey, assign, transfer and deliver, and Purchaser hereby agrees deliver to purchase and accept from Sellers, at and as of the Closing Date (as such term is defined below in Section 3.2(a))Buyer, all of Sellers’ right, title and interest on the Closing Date in and to the following propertiestangible and intangible assets, assets properties and rights existing as of every kind and nature and wherever located (other than the Excluded Assets) owned by the Sellers and relating to the operation of the date hereof Digester Business (collectively, the “Purchased Assets”):), which shall include, without limitation: (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories, used or usable by the Golden ▇▇▇▇▇▇ Mill Business as of the Closing Date, and all assignable or transferable associated warranties and service agreements or rights related real estate and real estate based mining claims (the “Acquired Real Property”)thereto; (b) water treatment plantall goodwill of the Digester Business; (c) surface real estate rightsthe customer Contracts, vendor Contracts, supplier Contracts, technology license agreements, and other Contracts of any kind used in operating the Digester Business as shown set forth on Schedule 2.1(c) (collectively, the ownership list shown on the attached Schedule 1.1(c“Purchased Contracts”); (d) all mining claims as shown on general intangibles used in the ownership list shown on the attached Schedule 1.1(c)Digester Business including, without limitation, transferable warranties, and all Intellectual Property; (e) the software (including source code and object code), databases and technology used in operating the Digester Business and all mining permits related technology, database scheme and water rightstransactional code, trade secrets, know-how, formulae, data, specifications, protocols, drawings, designs and all other confidential, non-confidential, or proprietary information related to the operation of the Digester Business, in each of the foregoing cases as listed on Schedule 2.1(e) hereto ; (f) all ancillary equipment used in any the current and active records, files and papers of the foregoing, Sellers pertaining to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f)Digester Business, including all current and active customer and client lists; (g) all the prepaid and deferred items or credits and deposits, rights under: (i) contracts relating to of offset and credits and claims for refund generated or creating rights incurred by or in connection with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth Digester Business prior to the Closing Date listed on Schedule 1.1(g)(the “Contracts”2.1(g);; and (h) all permits, authorizations the permits and licenses used by Sellers and/or Covenantors exclusively in solely relating to the management or operation of the Purchased Assets; Digester Business listed on Schedule 2.1(h) (ithe “Permits”) all books, records, files and papers relating exclusively only to the Purchased Assets created at any time prior to the Closing (as defined extent transferrable in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 belowaccordance with applicable Law.

Purchased Assets. Subject to Upon the terms and subject to the conditions set forth in of this Agreement, Sellers at the Closing, the Company hereby agree agrees to sell, assigntransfer, transfer convey, assign and deliverdeliver to Buyer, and Purchaser Buyer hereby agrees to purchase purchase, acquire and accept from Sellers, at and as of the Closing Date (as such term is defined below in Section 3.2(a))Company, all of Sellers’ the Company’s right, title and interest in and to all of the following assets, properties, assets rights and rights existing as claims of the date hereof Company (collectivelyother than the Excluded Assets) of every nature, real or personal, now existing or hereafter acquired, whether or not reflected on the books or financial statements of the Company, wherever located, whether tangible or intangible, as the same shall exist at the Closing, free and clear of all Liens (the assets to be purchased by Buyer being referred to as the “Purchased Assets”):), including, without limitation: (ai) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine all Accounts Receivable and notes receivable (whether current or noncurrent), refunds, deposits, prepayments or prepaid expenses (including, without limitation, any prepaid insurance premiums) relating to or used in the Golden ▇▇▇▇▇▇ Mill and Business; (ii) all Contracts to the extent related real estate and real estate based mining claims to the Business, other than the Excluded Contracts (the “Acquired Real PropertyAssumed Contracts”); (biii) water treatment plant; all Leases set forth on Schedule 2.13 of the Company Disclosure Schedule (c) surface real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c“Assumed Leases”); (div) all mining claims as shown Fixtures and Equipment relating to or used in the Business; (v) all inventory relating to or used in the Business, if any; (vi) all Records relating to or used in the Business; (vii) the Company Intellectual Property, including but not limited to the Company Intellectual Property set forth on Schedule 2.10 of the ownership list shown on Company Disclosure Schedule, other than the attached Schedule 1.1(cExcluded Assets that relate to the Company’s intellectual property; (viii) all Permits (to the extent transferable); (eix) all mining permits and water rightsthe E&O Policy; (fx) all ancillary equipment available supplies, sales literature, promotional literature, customer, supplier and distributor lists, art work, display units, telephone and fax numbers and purchasing records related to or used in any of the foregoingBusiness; (xi) all rights under or pursuant to all warranties, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools representations and other tangible property owned or controlled guarantees made by Seller and/or Covenantors, used suppliers in connection with the Purchased Assets or services furnished to the Company pertaining to the Business or affecting the Assets, to the extent such warranties, representations and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f)guarantees are assignable; (gxii) all deposits and prepaid expenses of the Company to the extent included in Closing Working Capital; (xiii) all intangible assets, including goodwill; and (xiv) all claims, causes of action, choses in action, rights under: (i) contracts of recovery and rights of set-off of any kind, against any person or entity, including, without limitation, any Liens, security interests, pledges or other rights to payment or to enforce payment in connection with products relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth Business on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing Date. Any Software sold, transferred, conveyed, assigned and delivered to Buyer pursuant hereto shall be (as defined in Section 3.3(aor deemed to have been) below)by Sellers and/or Covenantors sold, other than Sellers’ transferred, conveyed, assigned and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 belowdelivered electronically.

Purchased Assets. Subject to On the terms and subject to the conditions set forth in this Agreement, Sellers hereby agree to on the Closing Date, the Buyer shall purchase from the Seller and the Seller shall sell, assigntransfer, transfer assign and deliverdeliver to the Buyer, pursuant to a ▇▇▇▇ of Sale and Purchaser hereby agrees Assignment (the "▇▇▇▇ of Sale") to purchase be executed and accept from Sellers, delivered at and closing in the form attached hereto as of the Closing Date (as such term is defined below in Section 3.2(a))Exhibit A, all of Sellers’ the Seller's right, title and interest in and to the following properties, assets and rights existing as of the date hereof Seller to the extent used primarily in the conduct of the Business, wherever located (collectively, the “"Purchased Assets”):") in each case free and clear of any and all Security Interests: (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine all machinery, computer equipment and the Golden ▇▇▇▇▇▇ Mill other equipment, together with all parts, tools and related real estate accessories relating thereto, and real estate based mining claims other tangible personal property, including but not limited to those specifically listed on Schedule 1.1 (the “Acquired Real Property”a) attached hereto ("Equipment");; --------------- (b) water treatment plantall inventory and supplies reflected on the Latest Balance Sheet (to the extent not sold, leased, consigned or otherwise disposed of in the Ordinary Course of Business prior to Closing) and other inventory and supplies acquired prior to Closing and reflected on the Closing Balance Sheet ("Inventory"); (c) surface real estate rightssubject to Section 5.13, as shown on the ownership list shown on the attached Schedule 1.1(c)all packaging materials and other supplies; (d) all mining claims goodwill directly incident to or directly associated with the Business, and only the Business, as shown on a going concern, all customer lists and all other information and data relating to the ownership list shown on customers or suppliers, and, whether or not registered, all design and product patents, trademarks, tradenames and service marks (including, without limitation, the attached Schedule 1.1(cname "SureMed" and all combinations with the foregoing), together with all goodwill associated therewith, all copyrightable works and works of authorship, whether or not registered, computer programs and software, (inclusive of all source code and related source code documentation), URLs and domain names, computer software documentation, trade secrets, and all processes, ideas, inventions and know how whether or not patentable, engineering drawings, plans and product specifications, promotional displays and materials, including all the Intellectual Property embodied by or otherwise related to any of the foregoing, and any registrations, applications, continuations and continuations-in-part related to any of the foregoing ("Intangible Assets"); (e) all mining permits contracts, arrangements, purchase orders, commitments and water rights;other agreements of the Seller ("Contracts") listed in Part 3.10 of the Seller Disclosure Schedule attached hereto and all Contracts which, by virtue of the provisions of Section 3.10, are not required to be disclosed in Part 3.10 of the Seller Disclosure Schedule (collectively, the "Assigned Contracts"), except the Excluded Leases (as defined in Section 1.2(c)), Foreign Customer Contracts, the contract between Seller and Allegiance Healthcare Corporation dated as of October 1, 1996 (the "Allegiance Contract") and other Contracts (the "Excluded Contracts") which are identified on Schedule 1.1(e) attached hereto; --------------- (f) all ancillary equipment used business and operating Permits (as defined in any of the foregoingSection 3.15) and product registrations, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f)extent assignable; (g) all rights under: data, books, files and records (i) contracts relating provided that Seller may retain copies thereof), other than the original records, files and other information kept for financial reporting purposes, copies of which shall be provided to or creating rights with respect to the Buyer and considered Purchased Assets, whether oral or written (the “Contracts”); income tax purposes, and (ii) other than original records, files, invoices and other information related to the extent assignableproduct leases and the Foreign Customer Contracts, all other contracts copies of which shall be provided to Buyer and agreementsconsidered Purchased Assets, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”("Business Records"); (h) all permitsdeposits, authorizations refunds, prepaid rentals, leases and licenses used by Sellers and/or Covenantors exclusively in licenses, catalog, packaging, promotional, trade show, advertising and royalty expenditures and unbilled charges and credits, and other prepaid assets to the management extent reflected on the Latest Balance Sheet (to the extent not exhausted or operation of realized prior to Closing) and other prepaid assets generated prior to Closing as reflected on the Purchased AssetsClosing Balance Sheet; (i) all booksclaims, recordswarranties, files choses of action, causes of action, rights of recovery and papers rights of set-off relating exclusively to the Purchased Assets created at any time prior or the Assumed Liabilities or relating primarily to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased AssetsBusiness; (j) any all rights to receive and retain mail and other communications relating to the Purchased Assets, the Assumed Liabilities and/or the Business; (k) Seller's right, title and interest in and to all goods produced by the Business that are returned by a customer after the Closing; (l) all other propertiesproperties and assets of every kind, assets and rights of Sellers and/or Covenantors which are used exclusively in the management character or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 belowdescription except Excluded Assets.

Purchased Assets. Subject to the terms and conditions set forth in this Agreement, Sellers hereby agree to sell, assign, transfer and deliver, and Purchaser Buyer hereby agrees to purchase from Seller, and accept from SellersSeller hereby agrees to sell, at transfer and as assign to Buyer, free and clear of the Closing Date any and all mortgages, liens, security interests, encumbrances, pledges, leases, equities, claims, charges, restrictions, conditions, conditional sale contracts and any other adverse interests of any kind whatsoever (as such term is defined below in Section 3.2(a)other than those securing any Assumed Obligations), all of Sellers’ the assets, wherever located, which are owned by Seller, or in which Seller has any right, title or interest, and interest used in and connection with the Business (collectively referred to herein as the following properties"Purchased Assets"). The Purchased Assets shall include, assets and rights existing as of the date hereof (collectivelybut shall not be limited to, the “Purchased Assets”):following: (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine 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 Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims Business (collectively, the “Acquired Real Property”"Tangible Assets"), all the items of which are identified in Schedule 1.1 (a) attached hereto; (b) water treatment plantAll 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) surface real estate rightsAll rights in and to any governmental and private permits, as shown on licenses, franchises and authorizations, to the ownership list shown on extent assignable, used in connection with the attached Schedule 1.1(c)Business; (d) 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 mining claims documentation 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 shown on the ownership list shown on the attached Schedule 1.1(c"Intangible Property Rights"); (e) All patents, copyrights, tradenames, trademarks and service marks of Seller used in the Business (other than "SCC" or "SCC Communications Corp."), all mining permits of which are set forth on Schedule 1.1(e), and water rightsall applications therefor, and all documentation embodying, representing or otherwise describing any of the foregoing; (f) all ancillary equipment used All rights in any of and to the foregoingcustomer lists, to include all machinerypromotion lists, fixtures, furniture, equipment, materials, parts, supplies, tools marketing data and other tangible property owned compilations of names and data developed in connection with the Business, and which shall be delivered by or controlled by on behalf of Seller and/or Covenantors, to Buyer at or prior to the Closing; (g) All of Seller's rights in and to the computer software programs (including software licensed to Seller) used in connection with the Purchased Assets 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 located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assetsdocumentation for such software, whether oral or written (the “Contracts”); and (ii) in each case to the extent assignable, all other contracts that Seller possesses and agreements, whether oral or written, used by Sellers and/or Covenantors in has a right to possess and transfer the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”)same; (h) 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 permitscash received upon the billing and collection thereof, authorizations whether on hand, in banks or other depository accounts, or transit, and licenses used by Sellers and/or Covenantors exclusively in the management all negotiable instruments of or operation made payable to Seller, advanced payments, claims for refunds and deposits and other prepaid items of the Purchased AssetsSeller; (i) all All accounts receivable schedules, lists, files, books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate recordspublications, and books, records, files other records and papers not otherwise relating exclusively to data used in connection with the Purchased Assets;Business; and (j) All causes of action, claims, suits, proceedings, judgments or demands, of whatsoever nature, of or held by Seller against any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in third parties with respect to the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 belowBusiness.

Purchased Assets. Subject to the terms and conditions set forth in of this Agreement, Sellers hereby agree and 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, assigntransfer, transfer convey, assign and deliverdeliver to Buyer, and Purchaser hereby agrees to Buyer shall purchase from Seller, free and accept from Sellersclear of all liens, at 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 and as of the Closing Date (Permitted Exceptions as such term is defined below in Section 3.2(a)terms are hereinafter defined), all right, title and interest of Sellers’ Seller or any Seller Entity in and to all the assets, properties and rights to the extent relating to, currently being used, 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 whether or not reflected on the books of Seller or any Seller Entity (collectively, the “Purchased Assets”), including, but not limited to, all of Seller’s or any Seller Entity’s right, title and interest in and to the following properties, assets and rights existing as of the date hereof (collectively, the “Purchased Assets”):following: (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine all real tangible and intangible property, together with all easements, rights and privileges appurtenant thereto, leased by any Seller and/or any Seller Entity as of the Golden ▇▇▇▇▇▇ Mill Closing Date, as listed and related real estate and real estate based mining claims designated on Schedule 4.5(e) (the “Acquired Leased Real Property”); (b) water treatment plantall Permits (as defined in Section 4.8), in each case to the extent transferable or assignable; (c) surface real estate rightsall records, files, books and operating data, whether in print, electronic or other media, to the extent relating to the Businesses or any of the Purchased Assets, including without limitation Confidential Information (as shown on the ownership list shown on the attached Schedule 1.1(cdefined 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; (d) all mining claims as shown on prepaid expenses and deposits of the ownership list shown on the attached Schedule 1.1(c)Businesses; (ei) all mining permits goodwill to the extent incident to or associated with the Businesses as a going concern, all customer, supplier and water rightsdistributor 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 quote information, literature, catalogs, brochures, advertising material and the like, in each case to the extent relating to the Businesses; (iii) all product and packaging development; (iv) all computer programs and other software, engineering, drawings, plans and product specifications, in each 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”); (f) all ancillary equipment the U.S. and International trade names, service marks and service names and applications and registrations therefore used in any of the foregoingBusinesses and listed on Schedule 2(1)(f), to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection together with the Purchased Assets and located on or about the Acquired Real Property goodwill associated therewith (the “Purchased EquipmentTransferred Trademarks”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect insurance policies related solely to the Purchased AssetsBusinesses, whether oral or written (the “Contracts”); and (ii) to the extent assignablethat such insurance policies are assignable by Seller or any Seller Entity to Buyer, all other contracts and agreementsindependently thereof, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers right to receive any insurance proceeds relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased AssetsBusinesses; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 below.

Purchased Assets. Subject to Upon the terms and subject to the conditions set forth in of this Agreement, Sellers hereby agree at the Closing (but subject to Section 2.10), Parent and each Asset Seller shall sell, assignconvey, transfer assign and delivertransfer, or cause to be sold, conveyed, assigned and transferred, to Buyer, and Purchaser hereby agrees to Buyer shall, or shall cause one or more of its Affiliates to, purchase from Parent and accept from Sellerseach Asset Seller, at free and clear of all Encumbrances (other than Permitted Encumbrances), all of the assets, rights and properties of every kind and description (wherever located, whether tangible or intangible, real, personal or mixed) of Parent and its Affiliates that are primarily related to, used primarily in or held for use primarily in the operation of the Business as of the Closing Date (as such term is defined below in Section 3.2(a)), all of Sellers’ right, title and interest in and to the following properties, assets and rights existing as of the date hereof (collectively, the “Purchased Assets”):), including the following: (ai) The each parcel of Leased Real Property leased by Parent or an Asset Seller, including leasehold interests and leasehold improvements and tenant fixtures in the Leased Real Property; (ii) (A) all tangible personal property used or held for use primarily in the operation of the Business, including machinery, equipment, training materials and equipment, mechanical and spare parts, supplies, packaging materials, owned and leased motor vehicles, mobile telephones, computer equipment, communications equipment, PDA bar code readers, fixtures, trade fixtures, tools, tooling, dyes, cap and component molds, furniture, furnishings, office equipment and other tangible property of any kind and (B) all inventory of the Business including all raw materials, works in process, semi-finished and finished products and inventories of finished products on consignment, whether in transit or deposited in a warehouse; (iii) the Subsidiary Plans; (iv) (A) sole ownership of all employee handbooks, employment policies and procedures, and compliance policies and procedures that are exclusively used in the Business or with respect to Business Employees (provided that, subject to Section 5.15(d), Parent may keep copies of all such documents and may use all such documents with respect to any Continuing Employee who has a Delayed Transfer Date, until such Delayed Transfer Date) and (B) joint ownership (and, subject to Section 5.15(e), the right to use and disclose the same with no further obligations to Parent or any of its Affiliates) and a copy in a mutually-agreed format of all employee handbooks, employment policies and procedures, and compliance policies and procedures that are otherwise used in the Business or with respect to Business Employees; (v) (A) the Business Transferred Intellectual Property (subject to the Seller In-License Agreement and subject to joint ownership of certain software as set forth in the ▇▇▇▇▇▇ of Sale (Software) attached as Exhibit B-2 hereto) and all physical and tangible materials embodying or incorporating same, including source code, website content and documentation), (B) all IT Assets used in the Business (the “IT System”) and (C) all IT Contracts; (vi) Registrations primarily related to products currently being manufactured, marketed and sold by the Business, or primarily related to future products or product lines being developed by the Business, in each case to the extent transferable, and supported by and including: (A) the original documents, to the extent originals are available, under the possession of Parent or the Asset Sellers (or that are accessible to Parent or the Asset Sellers using commercially reasonable efforts) evidencing such Registrations and all related Registration applications and correspondence with Governmental Authorities regarding such Registration applications, and all memoranda or other documents that address whether new Registration applications are necessary as a result of proposed changes in products; and (B) all other regulatory and clinical documents required to be kept by Law with respect to such products, future products or product lines, including all documents required to be kept under the FDA Quality System Regulation or any other Law regulating the design or manufacture of medical devices, design history files, technical files, drawings, manufacturing, packaging and labeling specifications, validation documentation, quality control standards, other documentation, research tools, laboratory notebooks, files and correspondence with and reports and applications to Governmental Authorities, and all relevant pricing information and correspondence with Governmental Authorities with respect to such pricing matters; (vii) all Permits (other than Registrations), to the extent transferable under applicable Law, primarily related to, or primarily used in, the operation of the Business; (viii) subject to Sections 5.05(c) and 5.06(a), any Contract primarily related to, or primarily used in, the operation of the Business; (ix) all prepayments, security and utility deposits, rebates, refunds (other than refunds for Taxes attributable to a Pre-Closing Tax Period, determined in accordance with the principles of Section 7.01) and other prepaid expenses exclusively related to, or exclusively used in, the Business; (x) except with respect to the assets described in Section 2.01(a)(v) (which are solely dealt with pursuant to such Section), (A) sole ownership and all originals and copies of all Books, Records and Files that are exclusively related to, or used exclusively in, the Business (provided that counsel for Parent may keep one copy, solely to the extent such retention is required by applicable Law or for audit or evidentiary purposes, provided that use of and access to the same shall be limited to the above purposes and Parent may use all such documents relating to any Continuing Employee who has a Delayed Transfer Date, until such Delayed Transfer Date) and (B) joint ownership (and, subject to Section 5.15(e), the right to use and disclose the same with no further obligations to Parent or any of its Affiliates) and a copy (subject to Section 5.08 on delivery timing) in a mutually-agreed format of all Books, Records and Files that are owned and controlled by Parent or any of its Affiliates (other than the Transferred Subsidiaries) and that otherwise relate to, or are used in, the operation of the Business, in each case other than any Excluded Assets of the type described in Section 2.01(b)(ix) or 2.01(b)(x) (the foregoing Books, Records and Files described in clauses (A) and (B) and in Section 2.01(a)(vi), the “Transferred Books and Records”); (xi) all goodwill of the Business as a going concern (excluding any goodwill associated with the name of any Affiliate that is not a Transferred Subsidiary and that does not incorporate the name Halyard); (xii) all Tax Returns exclusively related to the Purchased Assets or the Business; (xiii) the Owned Real Property owned by an Asset Seller; (xiv) all insurance policies issued solely for the benefit of the Business as set forth on Section 2.01(a)(xiv) of the Seller Disclosure Schedule; (xv) all claims, causes of action, rights of recovery, rights of set-off, and warranties (at any time or in any manner arising or existing, whether ▇▇▇▇▇▇ Mine or inchoate, known or unknown, contingent or otherwise) to the extent related to the Business or any Purchased Assets, and all defenses and rights of offset or counterclaim relating to the Golden ▇▇▇▇▇▇ Mill Assumed Liabilities, in each case including all proceeds, monies and related real estate and real estate based mining claims recoveries therefrom received following the Agreement Date (the “Acquired Real PropertyClaim Recovery Proceeds”); (b) water treatment plant; (c) surface real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c); (dxvi) all mining claims as shown on unreinvested insurance proceeds with respect to any casualty loss occurring between the ownership list shown on date of this Agreement and the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoingClosing Date, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the extent relating to the Purchased Assets and located on or about a Transferred Subsidiary (to the Acquired Real Property extent such proceeds are not held by a Transferred Subsidiary) (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “ContractsUnreinvested Insurance Proceeds”); (hxvii) all permits, authorizations the properties and licenses used by Sellers and/or Covenantors exclusively in the management or operation assets set forth on Section 2.01(a)(xvii) of the Purchased Assets;Seller Disclosure Schedule; and (ixviii) consideration received upon a sale of the Minority Investment, which sale is required under the terms of the Governing Documents of the Minority Investment (the “Minority Investment Sale Proceeds”). For the avoidance of doubt, all booksassets, recordsrights and properties of the Transferred Subsidiaries (other than any Excluded Assets) shall remain assets, files rights and papers relating exclusively to properties of the Transferred Subsidiaries and shall not be deemed Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 belowhereunder.

Purchased Assets. Subject to the terms and conditions set forth in of this Agreement, Sellers hereby agree at the Closing (as defined in Section 2.1 hereof), Seller agrees upon payment by Buyer to Seller of the Purchase Price in accordance with Section 1.5, to sell, assignconvey, transfer transfer, assign and deliverdeliver to Buyer or cause to be sold, transferred, and Purchaser hereby assigned to Buyer, and Buyer agrees to purchase and accept from Sellersacquire, at the Hospital Facilities and as all of the Closing Date tangible and intangible assets of Seller associated therewith, other than the Excluded Assets (as such term is defined below in Section 3.2(a)hereinafter defined), all of Sellers’ rightwhich assets shall include, title and interest in and to without limitation, the following properties, assets and rights existing as of the date hereof (collectively, the “Purchased Assets”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine the real property described on Schedule 1.1(a) of the Seller Disclosure Letter, together with all improvements, any construction in progress, any other buildings and the Golden ▇▇▇▇▇▇ Mill fixtures thereon, and related real estate all rights, privileges and real estate based mining claims easements appurtenant thereto (collectively, the “Acquired Real Property”); (b) water treatment plantthe tangible personal property, including, without limitation, all major, minor or other machinery, equipment, vehicles, furniture and furnishings, the current list and general location of which are set forth on Schedule 1.1(b) of the Seller Disclosure Letter (collectively, the “Equipment”); (c) surface real estate rightssupplies and inventory owned by Seller (collectively, “Inventory”) as shown on of March 31, 2012 (the ownership list shown on “Cutoff Date”) that are used or held for use solely in the attached Schedule 1.1(c)operation of the Hospital Facilities, together with any additions or deletions thereto in accordance with this Agreement; (d) all mining claims as shown the medical records of Seller in respect of the Acute Care Hospital patients, on the ownership list shown Date of Closing or discharged prior to Date of Closing, the records of Seller in respect of all residents of the SNF on the attached Schedule 1.1(c)Date of Closing or discharged prior to Date of Closing, and the medical records of the Physician Practices for patient encounters prior to the Date of Closing, the financial, patient, medical staff and personnel records of Seller relating to the Hospital Facilities including, without limitation, equipment records, medical administrative libraries, medical records, patient billing records, documents, catalogs, books, records, files, operating manuals and current personnel records, whether in electronic form or otherwise; (e) all mining permits the rights and water rightsinterests, to the extent assignable, of Seller in the contracts, commitments, leases and agreements (the “Contracts”) including, without limitation the contracts listed on Schedule 1.1(e) of the Seller Disclosure Letter; (f) all ancillary equipment used in any the licenses, approvals, qualifications, registrations, certifications, authorizations, and permits, to the extent assignable, held by Seller relating solely to the ownership, development, and operation of the foregoingHospital Facilities (including, to include all machinerywithout limitation, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned any pending or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property approved governmental approvals (the “Purchased EquipmentPermits”) as set forth on the attached Schedule 1.1(f); (g) all rights under: the names, trade names, trademarks and service marks (ior variations thereof) contracts relating to of Seller associated with the Hospital Facilities (other than the trade names, trademarks, service marks and other intellectual property containing the words, “SunLink,” “SunLink Healthcare,” “HealthMont,” HealthMont of Georgia,” or creating rights with respect to any iteration or variation thereof), the Purchased Assetsgoodwill associated therewith, whether oral or written (and the “Contracts”); applications and (ii) to the extent assignableregistrations, all other contracts and agreementsif any, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”)associated therewith; (h) all permits, authorizations the goodwill associated with the Hospital Facilities and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all booksany rights to causes of action, recordslawsuits, files judgments, claims, and papers relating exclusively demands, of any nature available to or being pursued by the Seller with respect to the Purchased Assets created at any time prior to or the Closing (as defined Hospital Facilities whether or not accrued and whether or not disclosed and all rights and defenses in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to respect of the Purchased AssetsAssumed Liabilities; (j) any and all other propertiesthe proceeds, assets claims, refunds and rights of Sellers and/or Covenantors recovery under (i) property casualty insurance policies and (ii) liability insurance policies to the extent insuring against, related to or providing coverage for the Assumed Liabilities; (k) all receivables accrued, including without limitation, accounts and notes receivable, receivables arising from the rendering of services to patients at the Hospital Facilities, claims and settlements made pursuant to Medicare, Medicaid, Blue Cross, and CHAMPUS/TRICARE cost reports filed by the Seller, or to be filed (collectively, the “Accounts Receivable”), with respect to periods following the Cutoff Date; (l) all deposits, advances, pre-paid expenses and credits accrued after the Cutoff Date; (m) the other property, other than the Excluded Assets, of every kind, character or description owned by Seller which are used exclusively or held for use in the management or operation business of the Hospital Facilities, wherever located (exclusive of software, computers and other assets located at SunLink’s offices which are used jointly to provide services to Seller and other hospital, nursing home facilities and physician clinics owned by Affiliates of Seller); (n) all cash and cash equivalents in the Hospital Accounts (as defined in the Management Agreement) on the Closing Date (exclusive of EHR Funds and or proceeds of ICTF receivables constituting Excluded Assets); and (o) the interest of Seller in all property of the foregoing types, arising or acquired in the ordinary course of the business of Seller in connection with the Hospital Facilities between the date hereof and the Closing. Notwithstanding anything to the contrary in this Agreement, Buyer and Seller agree that the definition of Purchased Assets not expressly describedshall be amended to include, listed upon written request of Buyer delivered to Seller at any time before the Closing, Seller’s Medicare or referred to in Section 1.2 belowMedicaid provider numbers and any related Contracts or authorizations.

Purchased Assets. Subject to Section 2.2, the terms and conditions set forth in other provisions of this Agreement, Sellers hereby agree to and the Approval Order, at Closing, Seller shall sell, convey, assign, transfer and deliverdeliver to Buyer, and Purchaser hereby agrees to purchase Buyer shall purchase, acquire, assume, and accept from Sellers, at and as of the Closing Date (as such term is defined below in Section 3.2(a)), all of Sellers’ right, title title, and interest of Seller in and to the following propertiesassets, assets property and rights existing (other than the Excluded Assets) which are used in the operation of the Recycling Business as the same shall exist as of the date hereof (collectively, the “Purchased Assets”APurchased Assets@): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine and the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims lease listed on Schedule 2.1(a) (the “Acquired Real Property”)AReal Property Lease@) which, subject to the requirements of Section 7.1(b) below, shall be assumed by Seller and assigned to Buyer pursuant to the provisions of Sections 363 and 365 of the Bankruptcy Code; (b) water treatment plantThe fixtures, machinery, equipment, fixed assets, leasehold improvements (to the extent owned by Seller) furniture, tools, vehicles, maintenance equipment, computer hardware and other tangible personal property owned by Seller listed on Schedule 2.1(b) and the supplies and other consumables related thereto (collectively, the AEquipment and Fixed Assets@), and, to the extent transferable, all warranties, if any, express or implied, existing for the benefit of Seller in connection with the Equipment and Fixed Assets; (c) surface real estate rightsSubject to the Consent of the appropriate Governmental Entity, as shown if necessary, to the extent legally transferable or assignable, the licenses, permits, franchises and other authorizations of any Governmental Entity listed on Schedule 2.1(c) relating to the ownership list shown on Purchased Assets and to the attached Schedule 1.1(coperation of the Business (collectively, the APermits@); (d) all mining claims as shown Subject to applicable Law, obtaining any necessary Consents, and existing confidentiality obligations, the employment contracts, contracts for goods, materials and services, purchase orders, contracts and commitments for Inventory, and other contracts and agreements of Seller relating to the Purchased Assets and to the operation of the Business and listed on Schedule 2.1(d) (collectively, the ownership list shown on the attached Schedule 1.1(cAAssumed Contracts@); (e) The inventory, if any, held for sale and owned by Seller located at the property subject to the Real Property Lease (collectively, the AInventory@), and all mining permits and water rightswarranties, if any, express or implied, existing for the benefit of Seller in connection with the Inventory, to the extent transferable; (f) all ancillary equipment used in Subject to applicable Law, obtaining any of necessary Consents, and existing confidentiality obligations, the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and or papers of Seller, whether in hard copy or electronic format, relating exclusively to the Purchased Assets created at any time prior or to the Closing operation of the Business and located at the property leased pursuant to the Real Property Lease and at Seller=s Paterson facility (as defined in Section 3.3(a) below)by Sellers and/or Covenantors the APaterson Site@), other than Sellers’ including engineering information, sales and Covenantors’ respective corporate minute books promotional literature, manuals and related corporate recordsdata, sales and purchase correspondence, customer lists, vendor lists, catalogs, databases, research material, technical information, trade secrets, technology, know-how, specifications, designs, drawings, processes and quality control data, if any; provided, however, Seller shall be permitted to keep and maintain copies of any books, records, files and or papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in necessary or desirable to document, support or further the management Seller=s accounting, legal or operation Tax claims and Seller shall be permitted to keep the originals of any books, records, files or papers which are necessary or desirable to document, support or further the Purchased Assets not expressly described, listed Seller=s sale or referred to in Section 1.2 below.liquidation of its assets at the Paterson Site;

Purchased Assets. Subject to On the terms and subject to the conditions set forth in of this Agreement, Sellers hereby agree to NanoString shall, and shall cause its Subsidiaries to, sell, assign, transfer transfer, convey and deliverdeliver to Veracyte (or a Subsidiary or Subsidiaries of Veracyte identified to NanoString in writing), and Purchaser hereby agrees to Veracyte shall (or shall cause its applicable Subsidiaries to) purchase and accept acquire from Sellers, at NanoString and as of the Closing Date (as such term is defined below in Section 3.2(a)), its Subsidiaries all of SellersNanoString’s and/or its Subsidiaries’ right, title and interest in and to the following properties, assets and rights existing as of the date hereof (collectively, the “Purchased Assets”), free and clear of all Liens (other than Permitted Liens): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine subject to Section 2.10, (i) each Business License Contract set forth on Schedule 1.1(b)-2 hereto and the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (ii) those Contracts set forth on Schedule 2.4(a) (such Contracts, the “Acquired Real PropertyBusiness Contracts”); (b) water treatment plantthe Transferred Registered Intellectual Property Rights, including the right to seek and obtain damages for the past, present or future infringement, misappropriation or other violation of any Transferred Registered Intellectual Property Rights; (c) surface real estate rightsthe Transferred Technology, as shown on including the ownership list shown on right to seek and obtain damages for the attached Schedule 1.1(c)past, present or future infringement, misappropriation or other violation of any Transferred Technology; (d) all mining claims as shown the Permits set forth on Schedule 2.4(d) hereto (collectively, the ownership list shown on the attached Schedule 1.1(c“Transferred Permits”); (e) (i) any and all mining permits claims, causes of action, defenses and water rightsrights of offset or counterclaims (in any manner arising or existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) at any time to the extent arising out of, or are related to, the Purchased Assets or the Assumed Liabilities (for the sake of clarity, it being understood that any counterclaims with respect to Retained Liabilities are not Purchased Assets under this Section 2.4(e)(i)), and (ii) the right to retain all proceeds and monies therefrom; (f) all ancillary equipment used in any true and complete copies of the foregoingBusiness Books and Records, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools including the books and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as records set forth on Schedule 2.4(f); provided that NanoString shall be permitted to keep copies of such Business Books and Records to the attached Schedule 1.1(f)extent related to the Excluded Assets or Retained Business; (g) all rights under: (i) contracts relating to or creating rights goodwill associated with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (h) any and all accounts receivable arising from and to the extent related to Business Products that are shipped after the Closing; (i) all books, records, files and papers relating exclusively to the Purchased Assets created at other assets or rights of any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors kind, other than Sellers’ and Covenantors’ respective corporate minute books and related corporate recordsContracts that are owned by NanoString or any of its Subsidiaries, and books, records, files and papers not otherwise relating exclusively that solely relate to the Purchased Assets;Business Products; and (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 belowset forth on Schedule 2.4(j) hereto.

Purchased Assets. Subject to 3.1.1 Upon the terms and subject to the conditions set forth out in this Agreement, Sellers hereby agree at the Closing, the Company agrees to sell, assign, transfer sell and deliver, and Purchaser hereby the Buyer agrees to purchase all assets, properties, rights, titles and accept from Sellersinterests of every kind or nature owned, at leased, licensed or otherwise held by the Company (including indirect and other forms of beneficial ownership) as of the Closing Date Date, and in any case, belonging to or intended to be used in the Business, whether tangible, intangible, real or personal and wherever located, including without limitation all of the following assets, but excluding all Excluded Assets and Excluded Liabilities, as further detailed below and on Appendix 3.1.1 (as such term is defined below together with the assets, properties, rights, titles and interests set forth in Section 3.2(a)), all of Sellers’ right, title and interest in and to the following properties, assets and rights existing as of the date hereof (collectively3.1.2, the “Purchased Assets”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine and the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Real Property”)Business as a going concern; (b) water treatment plantthe goodwill, if any, relating to the Business; (c) surface real estate rightsall Accounts Receivable, as shown on the ownership list shown on the attached Schedule 1.1(c)notes receivable and other amounts receivable from third parties, including customers and employees, and all correspondence with respect thereto; (d) all mining claims as shown interests in leased or subleased real estate listed on Appendix 3.1.1(d), including the ownership list shown on the attached Schedule 1.1(c)Real Property Leases; (e) all mining permits Inventory, work in progress and water rightsraw material; (f) all ancillary equipment used in any of the foregoingFixed Assets, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located including such assets scheduled on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(fAppendix 3.1.1(f); (g) except for any Excluded Assets or Excluded Liabilities and subject to Sections 3.1.5, 3.6 and 11.6, all rights under: (i) contracts relating and obligations arising after the Closing existing under all Contracts to which the Company is a party or creating rights with respect to which the Seller is a party if any such Contract relates to the Purchased AssetsBusiness, whether oral or written including, without limitation each Material Agreement (collectively, the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Assigned Contracts”); (h) subject to Section 11.6, all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in rights to the management or operation employment of the Purchased AssetsEmployees, including those individuals set forth in Appendix 3.1.1(h) attached hereto; (i) all booksrecords of Taxes and employer’s fees relating to all the Employees duly completed and up to date, recordscovering the three (3) financial years preceding the Accounts Date; (j) all lists and records pertaining to customer accounts (whether past or current), files suppliers, distributors, personnel and papers relating exclusively agents of the Business (including without limitation a list of all the customers of the Business during the last two years); (k) a list of potential customers of the Business to which outstanding quotations have been given as at the Closing Date; (l) a list of unfulfilled orders of the Business as at the Closing Date; (m) all claims, deposits, prepayments, Prepaid Expenses, warranties, guarantees, refunds, causes of action, rights of recovery, rights of setoff and rights of recoupment of every kind and nature (including rights to insurance proceeds) which relate to the Purchased Assets created at Business, except for any time prior of the foregoing to the Closing extent they relate to Excluded Assets or Excluded Liabilities; (n) all Intellectual Property Rights owned or otherwise held by the Company as defined in Section 3.3(apart of the Business; (o) below)by Sellers and/or Covenantors all licenses, other than Sellers’ consents, permits and Covenantors’ respective corporate minute books and related corporate recordsauthorisations necessary for the Company to carry on the Business, including the Key Permits, and booksall material product (including software) registrations, recordsaccreditations and other certifications required for the Business; (p) all insurance, files warranty and papers not otherwise relating exclusively condemnation net proceeds received after the Closing Date with respect to damage, non-conformance of or loss to the Purchased Assets; (jq) all plans, instructional and promotional material, sales publications, advertising materials, terms and conditions of sale and other technical material and sales matter which relate to the Business, together with any plates, blocks, negatives and similar material relating to them (without retaining any copies thereof); (r) except to the extent they relate to Excluded Assets or Excluded Liabilities, all computer programs, copies of books (other than minute books relating to board meetings, shareholders’ meetings and statutory books), copies of books of account, copies of records (including tax records, payroll records and income records), copies of ledgers, originals of files, documents, correspondence, lists, studies and reports and other printed or written materials which relate to the Business, to the extent such information and documentation exists; provided that, the Company shall retain the originals in cases where the Buyer obtains copies and the Company shall retain copies in cases where the Buyer obtains the originals for the purpose of safeguarding legal auditing requirements; (s) the value added Tax records of the Business covering the three (3) financial years preceding the Accounts Date; and (t) all other assets of any kind or nature of the Company, as applicable, which relate to the Business other than the Excluded Assets or Excluded Liabilities. 3.1.2 Upon the terms and subject to the conditions set out in this Agreement, at the Closing, the Seller agrees to sell and the Buyer agrees to purchase the Danish Assets, as exhaustively listed in Appendix A and included in the definition of Purchased Assets. 3.1.3 The Purchased Assets shall be transferred to the Buyer on the Closing Date free and clear from any Encumbrances. 3.1.4 If, following the Closing Date, any amounts due to the Buyer in relation to the Transferred Business are mistakenly paid directly to the Seller or the Company, the Company shall refund said amount forthwith to the Buyer as soon as reasonably possible but in all circumstances within five (5) Business Days of receipt. Furthermore, if, following the date hereof, any amounts due to the Seller or the Company are mistakenly paid directly to the Buyer, the Buyer shall refund said amount forthwith to the Seller or the Company as soon as reasonably possible but in all circumstances within five (5) Business Days of receipt. In the event that (a) the Parent or the Buyer by mistake pays any amount which should have correctly been paid by the Seller or the Company, the Parent or the Buyer, as applicable, shall be reimbursed accordingly but in all circumstances within five (5) Business Days of such payment or (b) the Seller or the Company by mistake pays any amount which should have correctly been paid by the Parent or the Buyer, the Seller or the Company, as applicable, shall be reimbursed accordingly but in all circumstances within five (5) Business Days of such payment. 3.1.5 Should any such assets, rights or properties be discovered related to the Business that were previously omitted from the Purchased Assets, these assets, rights and properties shall forthwith be promptly transferred by the Seller or the Company, as the case may be, to the Buyer without any additional compensation to the Company or the Seller. Similarly, if any assets, rights or properties have been transferred to the Buyer which should have remained with the Seller or the Company, then, to the extent not related to the Business, these assets, rights and properties shall be promptly returned by the Buyer to the Seller or the Company, as the case may be, without any penalty on the Buyer or the Parent. 3.1.6 Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract if an attempted assignment thereof, without consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of the Buyer or the Company or the Seller, as the case may be, thereunder. The Company or the Seller, as the case may be, and the Buyer will use their reasonable best endeavours (but without the requirement of any payment of money by the Company, the Seller or the Buyer) to obtain the consent of the other parties to any such Contract for the assignment thereof to the Buyer as the Buyer may request. With the exception of employment Contracts with Employees which are subject to Section 11.6, unless and until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the Company or the Seller, as applicable, thereunder so that the Buyer would not in fact receive all rights under such Contract, the Company or the Seller, as applicable, and the Buyer will cooperate in an arrangement under which the Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-licensing, or subleasing to the Buyer, or under which the Company or the Seller, as applicable, would enforce, at the Buyer’s expense, for the benefit of the Buyer, with the Buyer assuming at the Buyer’s expense the Company’s or the Seller’s obligations, as applicable, any and all other properties, assets and rights of Sellers and/or Covenantors the Company or the Seller, as applicable, against a third party thereto. With the exception of employment Contracts with Employees which are used exclusively in subject to Section 11.6, the management Company or operation of the Purchased Assets not expressly describedSeller, listed as the case may be, will promptly pay to the Buyer when received all monies received by the Company or referred to in Section 1.2 belowthe Seller under any such Contract, and the Buyer shall pay, defend, discharge and perform all Liabilities under such Contracts.

Purchased Assets. Subject The Purchased Assets are all of the assets of Seller used in the Business, including: (a) All of the billboard displays and other out-of-home advertising structures (including rights to the terms and conditions walls), including, without limitation, those set forth and described in this AgreementSchedule 2.2(a) attached hereto, Sellers hereby agree to selltogether with all components, assignfixtures, transfer and deliverparts, appurtenances, and Purchaser hereby agrees equipment attached to purchase and accept from Sellersor made a part thereof that are existing, at and as of the Closing Date (as such term is defined below in Section 3.2(a)), all of Sellers’ right, title and interest in and to the following properties, assets and under construction or for which Seller has any rights existing as of the date hereof (collectively, the “Purchased Assets”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine and the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Real Property”"Structures"); (b) water treatment plant; (c) surface real estate rightsAll leases, as shown on the ownership list shown on the attached Schedule 1.1(c); (d) licenses, easements, other rights of ingress or egress, and all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in any other grants of the foregoingright to place, to include all machineryconstruct, fixturesown, furnitureoperate or maintain the Structures on land, equipment, materials, parts, supplies, tools buildings and other tangible real property owned or controlled by Seller and/or Covenantorsthird parties, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: therein (i) contracts relating to collectively, the "Site Leases"), including, without limitation, those Site Leases listed on Schedule 2.2(b); and all state and local licenses or creating rights permits/tags which Seller has with respect to the Purchased AssetsStructures and, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in Governmental Authorizations that are required for the operation of the Purchased Assets and set forth Structures, (collectively, the "Permits"), including, without limitation, those Permits listed on Schedule 1.1(g)(the “Contracts”2.2(b); (hc) All rights under existing and pending sales and advertising contracts associated with the Structures, and all permitsrights to the advertising copy displayed on the Structures as of the Closing Date (collectively, authorizations the "Advertising Contracts"), including, without limitation, those Advertising Contracts listed on Schedule 2.2(a) attached hereto; (d) All pertinent Books and licenses Records; (e) All Intangible Property used by Sellers and/or Covenantors exclusively in connection with the management Business except the trade name "Reyn▇▇▇▇"; ▇nd (f) All rights (including any benefits arising therefrom), causes of action, claims and demands of whatever nature (whether or operation not liquidated) of Seller relating to the Purchased Assets, including, without limitation, condemnation rights and proceeds, and all rights against suppliers under warranties covering any of the Purchased Assets; (i) all books. Notwithstanding the foregoing, records, files and papers relating exclusively to the Purchased Assets created at any time prior to shall not include the Closing assets listed on Schedule 2.2(x) (as defined in Section 3.3(a) below)by Sellers and/or Covenantors collectively, other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased "Excluded Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 below").

Purchased Assets. Subject to the terms and conditions set forth in this Agreement, Sellers hereby agree Seller agrees to sell, assign, transfer and deliversell to Buyer, and Purchaser hereby Buyer agrees to purchase and accept from Sellers, at and as of the Closing Date (as such term is defined below in Section 3.2(a)), Seller all of Sellers’ rightSeller’s rights, title and interest titles, interests in and to the following properties, assets and rights existing as of the date hereof (collectively, the “Purchased Assets”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine All of the oil and gas leases described in Exhibit A hereto along with the Golden ▇▇▇▇▇▇ Mill Additional Properties described in Schedule 10 hereto, whether Seller’s interest is correctly or incorrectly described in Exhibit A or Schedule 10, respectively (each, a “Lease” and related real estate and real estate based mining claims (sometimes, collectively, the “Acquired Real PropertyLeases”); (b) water treatment plantThe 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) surface real estate rightsTo the extent transferable or assignable, as shown on all presently existing and valid operating agreements, oil, gas or mineral unitization, pooling, and/or communitization 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 ownership list shown on extent that they relate to any of the attached Schedule 1.1(cproperties described in subsections (a) and (b) above (each an “Assigned Contract” and, collectively, the “Assigned Contracts”); (d) all mining claims as shown on 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 ownership list shown on exploration, development, or maintenance of any of the attached Schedule 1.1(cSubject 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 mining permits periods after the Effective Time; and water rights(ii) proceeds from such Hydrocarbons; (f) all ancillary equipment used 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 any 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 foregoinginformation, Seller and Buyer), as applicable) of all geophysical, seismic and related technical data relating to include all machinerythe lands covered by the Leases or pooled with those lands, fixtures, furniture, equipment, materials, parts, supplies, tools and together with any data (other tangible property owned than seismic data) relating to reserves or controlled by Seller and/or Covenantors, used in connection with otherwise relating to the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f)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 rights under: (i) contracts relating income tax returns), maps, geological and geophysical data, and records of Seller related to the operation or creating rights with respect to ownership of the Purchased Assets, whether oral 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 allowing Buyer to pay any transfer fee or written similar cost) (collectively, the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “ContractsRecords”); (h) all permitsAll rights, authorizations claims and licenses used by Sellers and/or Covenantors exclusively in causes of action to the management extent attributable to ownership, use, maintenance or operation of the Purchased AssetsAssets after the Effective Time, including past, present or future claims, whether or not previously asserted by Seller; (i) all booksAll: (i) fees, recordsproceeds, files revenues, accounts, instruments and papers relating exclusively general intangibles and economic benefits attributable to the Purchased Assets created at with respect to any period of time prior after the Effective Time; (ii) Liens in favor of Seller, including Liens securing payment for production of Hydrocarbons produced from the Purchased Assets (but only to the Closing 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 (as defined in Section 3.3(aiii) below)by Sellers and/or Covenantors any claim of indemnity, other than Sellers’ contribution or reimbursement relating to the Assumed Liabilities; (j) All intangible rights, inchoate rights, transferable rights under warranties made by prior owners, manufacturers, vendors and Covenantors’ respective corporate minute books and related corporate recordsThird Persons, and booksrights accruing under applicable statutes of limitation or prescription, records, files and papers not otherwise relating exclusively to the extent related or attributable to the Purchased Assets; (jk) any To the extent assignable by Seller, all licenses, permits, approvals, consents, franchises, certificates and other authorizations and other rights granted by Governmental Entities and all certificates of conveniences or necessity, immunities, privileges, grants and other propertiesrights that relate primarily to the ownership, assets and rights of Sellers and/or Covenantors which are used exclusively in the management use, maintenance or operation of the Purchased Assets not expressly describedAssets; and (l) The water impoundments, listed or referred to water sources, disposal sites and water withdrawal rights described in Section 1.2 below.Exhibit F.

Purchased Assets. Subject to At the terms Closing, the Seller shall sell, transfer, convey, assign and conditions set forth in this Agreementdeliver, Sellers hereby agree or shall cause its Subsidiaries other than the Transferred Entities to sell, assigntransfer, transfer convey, assign and deliver, to the Purchaser, and the Purchaser hereby agrees to purchase shall purchase, acquire and accept from Sellers, at and as of the Closing Date (as Seller or such term is defined below in Section 3.2(a))Subsidiaries, all of Sellersthe Seller’s or such Subsidiaries’ right, title and interest in in, to and under the following assets, properties and rights, to the following propertiesextent such right, assets title and rights existing interest exist as of immediately prior to the date hereof Closing and are not otherwise sold, transferred, conveyed, assigned and delivered to the Purchaser indirectly by the Purchaser’s purchase of the Equity Interests (the “Purchased Assets”), free and clear of all Liens (other than Liens of the type specified in clauses (i) through (iv) of the definition of Permitted Liens and, in the case of Liens of the type specified in clauses (i) through (iii) of the definition of Permitted Liens, solely to the extent that such Liens are related to the Business): (i) subject to Section 2.8 and Section 2.9, all of the Seller’s or such Subsidiaries’ rights, interests, claims and benefits under (A) the Contracts set forth in Section I of Schedule I, (B) any other Contracts that are primarily related to the Business, but not, for the avoidance of doubt, the Credit Agreements or any other documents entered into in connection therewith, and (C) any other Contracts that are related to the Business (but not primarily related to the Business) that the Purchaser and the Seller (each acting reasonably) agree is reasonably necessary for the continued operation of the Business and should be treated in accordance with Section 2.9 ((A) through (C) collectively, the “Transferred Contracts”), in each case, to the extent related to the Business; (ii) subject to Section 2.8 and Section 2.9, all prepaid expenses, credits, deposits and advance payments (including prepaid leases and prepaid rentals) to the extent related to any Transferred Contract or any Contract to which to any Transferred Entity is a party, in each case, to the extent related to the Business; (iii) subject to Section 2.8 and Section 2.9, all accounts receivable (including all categories of accounts receivable set forth in Section 1.1(a) of the Disclosure Schedule) and other claims for money, in each case, to the extent related to Transferred Contracts or the Business; (iv) all finished or unfinished goods, merchandise, products, raw materials, supplies, works in progress, inventory, packaging, labels, supplies and stock in trade, goods in transit, in each case primarily used or held for use in the conduct of the Business (the “Purchased Inventory”); (v) all fixtures, tools, equipment, machinery, parts, spare parts, tools and other tangible assets located at the Leased Real Property or the Owned Real Property and used or held for use primarily in connection with the Business; (vi) all motor vehicles and other transportation equipment used or held for use primarily in connection with the Business; (vii) (A) the tangible IT Assets set forth in Section III(a) of Schedule I and (B) the tangible IT Assets owned by the Seller or one of its Subsidiaries that are primarily used or held for use in connection with the Business; (viii) (A) the Registered Intellectual Property set forth in Section III(b) of Schedule I, (B) the unregistered Intellectual Property owned by the Seller or one of its Subsidiaries which is primarily used or held for use in connection with the Business and (C) the right to enforce the rights described in the immediately preceding clauses (A) and (B) (collectively, the “Purchased AssetsIntellectual Property”):); (aix) The ▇▇▇▇▇subject to Section 2.8, all Permits that are primarily related to the Business to the extent such Permits may be transferred to the Purchaser under applicable Law and by the terms of such Permits; (A) all books and records, invoices, manifests, reports, policies, materials, ledgers, files, photographs, literature, research, data, lists, plats, drawings, correspondence and other documents and files, whether in paper, computer, electronic or other form, that are exclusively related to the Business, including all sales, promotion, advertising, Transferred Employee records and files (including emails, contact lists and archived emails and chat logs) (except to the extent prohibited under applicable Law), market research and other files exclusively related to the Business (other than Tax Returns of the Seller or its Subsidiaries (other than the non-income Tax Returns of the Transferred Entities and any income Tax Returns of the Transferred Entities that are filed on a separate basis)) and (B) copies of all items listed in clause (A) to the extent such items are related to the Business but not exclusively related to the Business, redacted as appropriate with respect to matters that are not related to the Business; (xi) any other asset, property or right listed or described in Schedule I; (xii) any owned real property primarily used or held for use in the conduct of the Business; (xiii) all Permitted Cash as of the Effective Time; (xiv) any assets reflected or accounted for in Closing Net Working Capital; (xv) any rights to insurance recoveries with respect to the Business, the Purchased Assets or the Assumed Liabilities under any current or prior insurance policies of the Seller and its Subsidiaries; (xvi) all rights in respect of any loans made by the Seller or its Subsidiaries to current or former Business Employees; (xvii) any Company Employee Plan and any assets of any such Company Employee Plan; (xviii) (A) all attorney-client privilege and attorney-work product protection of the Seller or its Subsidiaries to the extent relating to the Business or otherwise associated with the Business as a result of legal counsel representing the Seller, its Subsidiaries or the Business, other than in connection with the transactions contemplated by this Agreement, the process conducted by the Seller and its Representatives for the sale of the Business or the Seller’s entry into the Merger Agreement; and (B) all documents subject to the attorney-client privilege and work-product protection described in the immediately preceding clause (A); provided, however, that the Seller shall be entitled to assert (but not, for the avoidance of doubt, to waive) any such privilege or protection in connection with any third party claim not involving the Purchaser or any of its Affiliates (including for this purpose any Vintage Person), on the one hand, and the Seller or any of its Affiliates (including for this purpose any ESL Person), on the other hand; (xix) subject to Section 2.8 and Section 2.9, any other asset, property or right of the Seller or any of its Subsidiaries primarily used or held for use in the conduct of the Business; and (xx) all Actions, choses in action, rights of recovery and rights of set-off or reimbursement of any kind, whether ▇▇▇▇▇▇ Mine and or inchoate, known or unknown, contingent or non-contingent, of the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Real Property”); (b) water treatment plant; (c) surface real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in Seller or any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights its Subsidiaries with respect to the Purchased Assets, whether oral assets listed in the preceding clauses of this Section 2.1(b) or written (the “Contracts”); and (ii) otherwise primarily related to the extent assignableBusiness, all other contracts including rights to recover past, present and agreements, whether oral or written, used by Sellers and/or Covenantors future Losses in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 belowconnection therewith.

Purchased Assets. Subject to Upon the terms and subject to the conditions set forth in of this Agreement, Sellers hereby agree on the Closing Date, Buyer shall deliver to Seller the Instrument of Assignment and Assumption, and Seller shall deliver to Buyer the Instrument of Assignment and Assumption and the Equity Assignments, pursuant to which Seller shall sell, transfer, assign, transfer convey and deliverdeliver to Buyer, and Purchaser hereby agrees to purchase Buyer shall purchase, assume and accept from SellersSeller, at free and as clear of the Closing Date all Encumbrances (as such term is defined below in Section 3.2(a)except for Permitted Encumbrances), all of Sellers’ right, title and interest in of Seller in, to and to under the following assets and properties, assets and rights existing as of the date hereof same shall exist on the Closing Date, other than the Excluded Assets (collectively, herein collectively called the “Purchased Assets”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine all of the issued and the Golden ▇▇▇▇▇▇ Mill outstanding shares of Nant Health Canada, Nant Health India (other than one “director nominee” share) and related real estate and real estate based mining claims Nant Health UK (the “Acquired 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”); (b) water treatment plant; (c) surface real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: Copyrights, Patent Rights and Trademarks (iand all goodwill associated therewith) contracts primarily used in or primarily relating to or creating rights with respect to the Purchased AssetsBusiness, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth including those listed on Schedule 1.1(g)(the “Contracts”5.11(A); (h) all permits, authorizations Trade Secrets and licenses other proprietary or confidential information primarily used by Sellers and/or Covenantors exclusively in or primarily relating to the management or operation of the Purchased AssetsBusiness; (i) all books, records, files and papers Software primarily used in or primarily relating exclusively to the Purchased Assets created at any time prior to the Closing (Business, including such Software as defined in Section 3.3(a) below)by Sellers and/or Covenantors is listed on Schedule 5.11(B), other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assetsincluding all Intellectual Property rights therein that are owned by Seller; (j) subject to the terms of Section 3.5, the rights and benefits in and to all the leases, contracts and other agreements primarily relating to the Business, including those listed on Schedule 2.1(J) (the “Seller Agreements”); (k) all rights, claims and causes of action against third parties relating to the assets, properties, business or operations of Seller relating primarily to the Business; (l) 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 (including all personnel records of Transferred Employees other than Excluded Business Records) to the extent primarily used in the Business, whether maintained in electronic or physical form (the “Records”); provided 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 Governmental Body; (m) all telephone and telephone facsimile numbers and other directory listings utilized by Seller primarily in connection with the Business; and (n) all other properties, properties and assets that are owned by Seller and rights of Sellers and/or Covenantors which are primarily used exclusively in or primarily held for use in the management 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 operation similar Tax attributes of Seller that may have arisen with respect to the Purchased Assets not expressly described, listed or referred to in Section 1.2 belowBusiness.

Purchased Assets. Subject to the terms and conditions set forth in provisions of this Agreement, at the Closing (as defined in Section 4 hereof) Sellers hereby agree to shall sell, assign, transfer and deliver, and Purchaser hereby agrees assign to purchase and accept from Sellers, at and as of the Closing Date (as such term is defined below in Section 3.2(a)), Buyer all of Sellers’ right, title and interest in and to the following assets, properties, assets interests and rights existing as business of Sellers owned, used or held for use exclusively in the operations of the date hereof Business as currently conducted (except for the Excluded Assets, as defined in Section 2.2) (collectively, the “Purchased Assets”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine raw material and packaging inventory used in ongoing production, and the Golden ▇▇▇▇▇▇ Mill work in process and related real estate finished first aid product inventory of the Business (including finished first aid product inventory in transit from suppliers and real estate based mining claims inventory for which advance payments have been made prior to Closing), provided such inventory is usable within 180 days in the ordinary course of business (collectively, the “Acquired Real PropertyPurchased Inventory”); (b) water treatment plantSellers’ current customer lists used or held for use by Sellers exclusively in the operation of the Business as currently conducted (the “Customer Lists”); (c) surface real estate rightsSellers’ right, as shown title and interest in and to the Business Intellectual Property listed on the ownership list shown on the attached Schedule 1.1(c2.1(c); (d) all mining claims as shown Sellers’ right, title and interest in and to the Fixed Assets listed on Schedule 2.1(d) (collectively, the ownership list shown on the attached Schedule 1.1(c“Fixed Assets”); (e) all mining permits Sellers’ right, title and water rights; (finterest in and to the contracts and agreements which are listed on Schedule 2.1(e) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Transferred Contracts”); (hf) all permitsThe accounts receivable of Sellers that are deemed collectible by Buyer and are less than ninety (90) days past due, authorizations and licenses used by Sellers and/or Covenantors exclusively in a listing of which is contained on Schedule 2.1(f) (the management or operation of the “Purchased Assets;Accounts Receivable”); and (ig) all booksSellers’ right, title and interest in and to any records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors management reports, other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any studies and all other propertiescorporate and financial books and records specifically relating to the Business, assets the marketing of its products and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 belowprospective and lost customers.

Purchased Assets. Subject to Upon the terms and subject to the satisfaction of the conditions set forth contained in this Agreement, Sellers hereby agree to and for the consideration specified in Section 3.1, at the Closing, Seller shall sell, assign, transfer and deliverconvey, transfer, and Purchaser hereby agrees deliver (or cause to purchase be sold, assigned, conveyed, transferred, and accept delivered) to Buyer, and Buyer shall purchase, acquire and receive from SellersSeller (or an Affiliate of Seller, at as the case may be), free and as clear of the Closing Date all Encumbrances (as such term is defined below in Section 3.2(a)except for Permitted Encumbrances), all of SellersSeller’s or Seller’s Affiliates’ right, title title, and interest in in, to, and to under all of the following assets, interests, properties, assets rights, licenses and rights existing contracts described below, in each case, as of the same exists at the Effective Time (and, as expressly permitted or expressly contemplated by this Agreement, with such additions and deletions as shall occur from the date hereof through the Effective Time), but, in each case, other than the Excluded Assets (collectively, the “Purchased Assets”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine and the Golden ▇▇▇▇▇▇ Mill and related all parcels of real estate property and real estate based mining claims property interests, including any buildings, structures, facilities, fixtures, systems and/or improvements located thereon or appurtenant thereto, (i) Located Within the Territory that are owned in fee by Seller or its Affiliates (together with any mineral interests owned by Seller or its Affiliates with respect to such real property, the “Acquired Owned Real Property”), (ii) Located Within the Territory that are held by, licensed, used, leased, subleased, rented or otherwise occupied by Seller or its Affiliates (the “Leased Real Property”) pursuant to any lease, sublease, license, concession, or other occupancy agreement (together with all amendments, extensions, renewals and guaranties with respect thereto, the “Leases”); and (iii) the Easement interests under the Easements (such Easement interests, the “Purchased Easements”) and (iv) and all other real property interests included in the Purchased Assets (all of the foregoing, including as listed on Schedule 2.1(a), the “Real Property”), but, in each case, only to the extent of Seller’s or Seller’s Affiliates’ right, title, and interest in, to, and under such real property and real property interests; (b) water treatment plantall natural gas distribution utility assets Located Within the Territory to the extent owned or leased by Seller or its Affiliates (together with all of Seller’s or its Affiliates’ rights in such leases), and used or held for use in the Business, including all natural gas mains, services, meters, plants and stations located within the area depicted on Schedule 2.1(b);, (c) surface real estate rights, as shown the inventory of natural gas and natural gas products described in the general ledger accounts listed on Schedule 2.1(c) that is Primarily Related to the ownership list shown on Business (the attached Schedule 1.1(c“Gas Inventory”); (d) all mining claims as shown on parts, items, equipment, material, supplies and other inventory (but excluding the ownership list shown on Gas Inventory) that is Primarily Related to the attached Schedule 1.1(cBusiness (collectively, the “Inventory”); (e) all mining permits information technology assets and water rightscomputer systems (including information technology and telecommunication hardware) and related equipment (“IT Assets”) Located Within the Territory and Exclusively Related to the Business, to the extent owned or leased by or licensed to Seller or any of its Affiliates (together with all of Seller’s or its Affiliates’ rights in such leases or licenses) (the “Transferred IT Assets”); (f) all ancillary equipment used in any of motor vehicles, trailers, and similar rolling stock that is Primarily Related to the foregoingBusiness, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property the extent owned or controlled leased by Seller and/or Covenantors, used or its Affiliates (together with all of Seller’s or its Affiliates’ rights in connection with the Purchased Assets and located such leases) including as described on or about the Acquired Real Property Schedule 2.1(f) (the “Purchased EquipmentVehicles”) as set forth on the attached Schedule 1.1(f); (g) all rights under: furnishings, fixtures, machinery, equipment, materials, and other tangible personal property (iother than Gas Inventory, IT Assets, and Vehicles) contracts relating to Located Within the Territory, or creating rights with respect that have, in the 12-month period prior to the Purchased AssetsEffective Date, whether oral or written (been primarily Located Within the “Contracts”); Territory, and (ii) that is Primarily Related to the Business, to the extent assignable, owned or leased by Seller or any of its Affiliates (together with all other contracts and agreements, whether oral of Seller’s or written, used by Sellers and/or Covenantors its Affiliates’ rights in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”such leases); (h) all permitsBilled Revenues and Unbilled Revenues Exclusively Related to the Business, authorizations which for the avoidance of doubt and licenses used by Sellers and/or Covenantors exclusively in notwithstanding any other provision of this Agreement to the management or operation contrary, shall constitute current assets for purposes of calculating the Purchased AssetsAdjustment Amount; (i) the assets of Seller and its Affiliates with respect to over-recovered or under-recovered purchased gas cost adjustment charges, and all booksprepayments, recordsdeferred charges, files and papers relating exclusively regulatory assets, to the Purchased Assets created at any time prior extent related to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased AssetsBusiness; (j) all Contracts to which Seller or its Affiliate is a party Exclusively Related to the Business (excluding, (i) for the avoidance of doubt, all human resources, personnel and medical records, Benefit Plans and Shared Contracts; (ii) all Contracts between Seller or any of its Affiliates, on the one hand, and any Affiliate of Seller or any director, officer or employee of Seller or any of its Affiliates, on the other hand and (iii) as otherwise provided in Section 2.2(f)) (the “Transferred Contracts”); (k) all other propertiesPermits used or held by Seller or its Affiliates Primarily Related to the Business, assets and rights of Sellers and/or Covenantors which are used exclusively in or the management ownership or operation of any of the Purchased Assets, including the Permits set forth on Schedule 2.1(k) (except, in all cases to the extent that, notwithstanding compliance by Seller with its obligations hereunder, any such Permits are prohibited by applicable Law or the terms of such Permits from being transferred or assigned to Buyer in connection with the Transactions) (the “Transferable Permits”); (l) the Purchased Documents; (m) all warranties (other than those included in Shared Contracts) against manufacturers, service providers, vendors or other Third Parties on or relating to any of the Purchased Assets, and to the extent transferable; (n) all Business Intellectual Property and all goodwill associated with the Business Marks, together with rights to sue for all past, present, and future infringement, misappropriation, or violation thereof, and all royalties, proceeds and other amounts payable with respect to the foregoing; (o) Claims and defenses of Seller or its Affiliates to the extent such Claims or defenses are related to the Business, Purchased Assets or Assumed Obligations; provided that such Claims and defenses (in each case, to the extent related to the Business, Purchased Assets or Assumed Obligations) will be assigned by Seller or its Affiliates to Buyer without warranty or recourse; provided, further, that if such transfer would prejudice any such Claims or defenses, the Parties shall cooperate in good faith to avoid such prejudice; (p) the Franchises, including those set forth on Schedule 2.1(p) (collectively, the “Included Franchises”); (q) all goodwill associated with any of the assets described in this Section 2.1; (r) all rights to proceeds, recoveries and other monies receivable to the extent set forth under Section 7.13; and (s) any other assets that, as of the Effective Time, are (x) Primarily Related to the Business to the extent Located Within the Territory or (y) Exclusively Related to the Business to the extent not expressly describedLocated Within the Territory, listed excluding assets of or referred with respect to in Section 1.2 belowBenefit Plans.

Purchased Assets. Subject to the terms and conditions set forth in of this ---------------- Agreement, Sellers hereby agree to at the Closing, Seller shall sell, assign, transfer transfer, convey and deliverdeliver (or cause to be sold, assigned, transferred, conveyed and delivered) to Purchaser and Purchaser hereby agrees to shall purchase and accept from SellersSeller, at free and as clear of the Closing Date (as such term is defined below in Section 3.2(a))all Encumbrances, all of Sellers’ right, title and interest in and to all of the following properties, assets and rights existing as of the date hereof (collectively, the “"Purchased Assets”):"): ---------------- (ai) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine the Intangible Assets (including all Intellectual Property Rights therein and the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Real Property”thereto); (bii) water treatment plantthe Tangible Assets; (ciii) surface real estate rightsthe right to enforce confidentiality, as shown on non-disclosure, employee invention assignment and other proprietary rights agreements between Seller and Seller Employees related to the ownership list shown on Internet Appliance Business; provided that Seller may redact portions of such documents which do not relate to the attached Schedule 1.1(c)Internet Appliance Business; (div) all mining claims as shown on the ownership list shown on right to enforce confidentiality, non-disclosure or similar agreements not assigned to Purchaser pursuant to the attached Schedule 1.1(c)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; (ev) all mining permits of Seller's rights under the Seller Contracts, to the extent that such rights arise on or subsequent to the Closing Date (vi) all copies of Seller's marketing and water rightssales information, pricing, marketing plans, business plans, financial and business projections and other files and records which pertain exclusively to the Internet Appliance Business; (fvii) all ancillary equipment used in rights, claims or causes of action against any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts third party relating to the Internet Appliance Business or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”)except for claims with regard to Excluded Assets; and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”);and (hviii) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of goodwill associated with the Purchased Assets; (i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 belowforegoing.

Purchased Assets. Subject to the terms and conditions set forth in of this Agreement, Sellers hereby agree to on the Closing Date and at the Closing, the Partnership shall, and shall cause its Affiliates to, sell, assign, transfer and deliverconvey to Purchaser or its designated subsidiary(ies), and Purchaser hereby agrees to purchase shall, and shall cause its designated subsidiary(ies) to, purchase, acquire and accept from Sellers, at the Partnership and as of the Closing Date (as such term is defined below in Section 3.2(a))its Affiliates, all of Sellers’ the Partnership’s and its Affiliates’, right, title and interest as of the Closing in and to the following propertiesfollowing, assets and rights existing as of the date hereof (collectively, the “Purchased Assets”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine All of the issued and outstanding equity interests owned by the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims Partnership (the “Acquired Purchased Venture Interests”) of each of the entities listed in Section 2.3(a) of the Partnership Disclosure Schedules (the “Purchased Ventures”); (b) All real property owned in fee by the Partnership or any of its subsidiaries, including the real property listed in Section 2.3(b) of the Partnership Disclosure Schedules, all trees located on such real property and all Ancillary Property Rights (all of the foregoing being collectively referred to as the “Owned Real Property,” it being understood that the Owned Real Property does not include the Purchased Venture Real Property); (i) Any and all leases, subleases, licenses or other Contracts pursuant to which the Partnership or its subsidiaries, as tenant, subtenant, licensee or sublicensee, obtains the use or occupancy of real property from third Persons, including the leases and other documents or Contracts listed in Section 2.3(c)(i) of the Partnership Disclosure Schedules and any and all trees located on such property (all of the foregoing being collectively referred to as the “Leased Real Property”), and (ii) any and all leases, subleases, licenses, sublicenses or other Contracts with respect to the use or occupancy of the Owned Real Property or the Leased Real Property by third Persons, as tenant, subtenant, licensee or sublicensee, including the leases and other documents or Contracts listed in Section 2.3(c)(ii) of the Partnership Disclosure Schedules (such real property, the “Subleased Real Property”), in each case of clauses (i) and (ii), including temporary, short-term and seasonal agreements, including with respect to beekeepers, hunting, fishing and alligator control (the leases and other documents or Contracts in clauses (i) and (ii), the “Purchased Leases,” it being understood that the Purchased Leases do not include any real property leased by a third Person to the Purchased Ventures or any real property leased by the Purchased Ventures to a third Person (any such lease, a “Purchased Venture Lease”)); (d) Any and all Minerals and Mineral Rights (together with the Owned Real Property and the Purchased Leases, the Subleased Real Property and the Purchased Leases, the “Purchased Real Property”); (b) water treatment plant; (c) surface real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) Any and all mining permits buildings, structures, improvements and water rightsfixtures located on, beneath or within the Purchased Real Property (collectively, the “Buildings and Improvements”); (f) all ancillary equipment used All Contracts, including each Contract listed in any listed in Section 2.3(f) of the foregoingPartnership Disclosure Schedules, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with which the Purchased Assets and located on or about the Acquired Real Property is bound or subject or to the extent related to the Business (collectively, the “Purchased EquipmentContracts”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to All Intellectual Property Rights primarily used or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors held primarily for use in the operation of the Business, including (i) the Intellectual Property Rights listed in Section 2.3(g) of the Partnership Disclosure Schedules, (ii) the Orange-Co Name and Orange-Co Marks and (iii) the software and software components developed by the Partnership as of the Closing Date that constitutes the “HMS” or “Harvest Management System,” together with such supporting information and documentation (whether created by the Partnership, its Affiliates or any third party retained or engaged by the Partnership or its Affiliates) sufficient to enable Purchaser and its Affiliates to use the HMS and fully exercise their rights under the HMS (the “HMS) (collectively, the “Purchased Assets and set forth on Schedule 1.1(g)(the “ContractsIntellectual Property”); (h) Any and all permitsmachinery, authorizations equipment, hardware, furniture, fixtures, tools, Information Technology and licenses other tangible personal property (collectively, and excluding Intellectual Property Rights, “Tangible Personal Property”) located on the premises of the Owned Real Property or the Leased Real Property (excluding any trade fixtures and articles of personal property owned by the tenant and located on the premises of any Subleased Real Property), and any and all Tangible Personal Property primarily used by Sellers and/or Covenantors exclusively or held primarily for use in the management or operation of the Purchased AssetsBusiness, including the Tangible Personal Property listed in Section 2.3(h) of the Partnership Disclosure Schedules; (i) Any and all bookstrade receivables and other accounts receivable of the Business, recordsincluding the Non-Crop Receivables, files and papers relating exclusively to as of the Purchased Assets created at any time prior to opening of business on the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors Date, other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets2013-2014 Harvest Receivables; (j) any Any and all prepaid expenses, deposits on fruit purchases and security deposits of the Business as of the opening of business on the Closing Date, including all security deposits with respect to Subleased Real Property; (k) Any and all crops of the Partnership or its subsidiaries growing on trees owned or leased by the Partnership and its subsidiaries; (l) Any and all fertilizers, pesticides, rodenticides, other propertiesagricultural chemicals, assets replacement parts, gas, oil, fuel, supplies, citrus nursery inventory and other non-crop inventories of the Partnership and its subsidiaries, in each case to the extent used, or held for use, by the Business; (m) All goodwill, if any, of the Business; (n) Any and all Permits primarily used or held primarily for use in the operation of the Business or that are required for the use and occupancy of the Purchased Real Property, including the Permits listed in Section 2.3(n) of the Partnership Disclosure Schedules (collectively, the “Purchased Permits”); (o) Any and all claims, causes of action, defenses and rights of Sellers and/or Covenantors which are used exclusively offset or counterclaim, or settlement agreements (in the management any manner arising or operation existing, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent) arising out of the Purchased Assets or the Assumed Liabilities; (p) Any and all rights under or pursuant to all warranties, representations and guarantees, whether express or implied, made by customers, suppliers, contractors, vendors and other third parties with respect to any of the other Purchased Assets, other than any of the foregoing to the extent exclusively related to any Excluded Asset or Retained Liability; (i) 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 primarily related to the Business and (ii) copies of any information relating to Taxes to the extent related to the Business, in each case of clauses (i) and (ii), other than (A) any books, records or other materials that the Partnership is required by Law to retain (copies of which, to the extent permitted by Law, will be made available to Purchaser upon Purchaser’s reasonable request) and (B) personnel and employment records for employees and former employees who are not expressly describedTransferred Employees; (r) Any and all insurance policies and binders and interests in insurance pools and programs and self-insurance arrangements solely to the extent related to the trees owned or leased by the Partnership and its subsidiaries or to the crops grown on such trees (“Crop Insurance”), listed for all periods before, through and after the Closing, including any and all refunds and credits due or referred to become due thereunder and any and all claims, rights to make claims and rights to proceeds on any such insurance policies for all periods before, through and after the Closing; (s) Any and all Cash Amounts of the Partnership and its subsidiaries as of the opening of business on the Closing Date, other than the Cash Amounts set forth on Section 2.3(s) of the Partnership Disclosure Schedules (the “Restricted Cash”); and (t) All other assets, rights, properties, Contracts and claims of every kind and description, whether direct or indirect, matured or contingent, tangible or intangible or real, personal or mixed, to the extent owned, licensed, used or otherwise held for use in the Business and which are not Excluded Assets or which are not specifically excluded in clauses (a)-(s) of this Section 1.2 below2.3. For clarification purposes, it is understood that the Partnership owns only a fifty one percent (51%) interest in Citree and a fifty percent (50%) interest in ▇▇▇▇▇▇ Road Partners and any reference in this Agreement to the transfer to the Purchaser of assets, rights, properties, contracts and claims of every kind and description of the Business does not mean that Purchaser will acquire a direct interest in any of the same owned by Citree or ▇▇▇▇▇▇ Road Partners, but rather only an indirect interest by virtue of the Purchaser’s acquisition of such 51% interest in Citree and 50% interest in ▇▇▇▇▇▇ Road Partners.

Purchased Assets. Subject to the terms and conditions set forth in of this Agreement, Sellers hereby agree to on the Closing Date and at the Closing, each Seller shall sell, assign, transfer transfer, convey and deliverdeliver to Purchaser, and Purchaser hereby agrees to purchase shall purchase, acquire and accept from the Sellers, at and as of the Closing Date (as such term is defined below in Section 3.2(a)), all of the Sellers’ right, title and interest in and to the following assets, properties, assets privileges and rights existing interests as of the date hereof Closing, wherever located, but excluding the Excluded Assets (collectively, the “Purchased Assets”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine Any and all Contracts primarily relating to the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims Business (the “Acquired Real PropertyAssigned Contracts”), including the purchase orders set forth on Schedule 2.4(a)(i) and the Contracts set forth on Schedule 2.4(a)(ii); provided, that in no event shall any Contracts set forth on Schedule 2.4(a)(iii) be an Assigned Contract or Purchased Asset hereunder; (b) The Software exclusively related to the Product or the DLC Equipment (the “Purchased Software”); (b) water treatment plant; (c) surface real estate rights, as shown on The Patents listed in Schedule 2.4(c) (the ownership list shown on the attached Schedule 1.1(c“Purchased Patents”); (d) Any and all mining claims as shown on Copyrights exclusively relating to the ownership list shown on Product or the attached Schedule 1.1(cDLC Equipment (the “Purchased Copyrights”); (e) Any and all mining permits Trade Secrets in Know-How primarily relating to the Product or included in the DLC IP, including those embodied in the Purchased Documentation and water rightsthe other documentation set forth on Schedule 2.4(e) (the “Purchased Know-How”); (f) Any and all ancillary equipment used Intellectual Property rights in any of the foregoingPurchased Software to the extent not otherwise included in the Purchased Patents, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned Purchased Copyrights or controlled by Seller and/or Covenantors, used in connection Purchased Know-How (“Purchased Software IP,” together with the Purchased Assets Patents, the Purchased Know-How, the Purchased Copyrights and located on or about the Acquired Real Property (DLC IP, collectively, the “Purchased EquipmentIP”) as set forth on the attached Schedule 1.1(f); (g) Any and all rights under: tangible assets (iincluding tools, machinery, equipment, fixtures, installations, tools, spare parts, supplies, materials, and other personal property) contracts relating to or creating rights with respect that primarily relate to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignableBusiness, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and which such material assets are set forth on Schedule 1.1(g)(the 2.4(g), and the DLC Equipment (the “ContractsPurchased Tangible Assets”). (h) Any and all information, documentation, data and materials (whether in electronic form or otherwise) primarily relating to the Product or exclusively relating to the DLC Equipment or the DLC IP, in each case, that is owned, possessed or controlled by Sellers as of the Closing, including, as applicable, all personnel and employment records of the Transferred Business Employees, technical information, manufacturing processes and procedures, parts and assemblies, drawings, specifications, inspection documents, design history files, engineering documents, prototypes, research and development files, quality system documentation, procedures and test methods, design development verification and validation protocols and reports relating thereto, invention disclosures, file histories, technical data, performance testing documentation, pricing and cost information, and supplier lists and information, clinical data, regulatory correspondence and records (including any files, correspondence and filings related to or with the FDA or other Regulatory Authorities), and other documentation, data and materials, in each case solely to the extent the foregoing are related primarily to the Product or exclusively relating to the DLC Equipment or the DLC IP (collectively, the “Purchased Documentation”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) Any and all booksraw materials, recordswork-in-process, files finished goods, supplies and papers relating exclusively other inventories that primarily relate to the Purchased Assets created at any time prior to Business, all of which are set forth in all material respects on Schedule 2.4(i) (collectively, the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets“Inventory”); (j) any Any and all prepaid expenses that primarily relate to the Business, and deposits made, received, kept or held for the benefit of the Business, including those arising out of the Assigned Contracts; (k) Any and all transferable Business Permits, including the Business Permits set forth on Schedule 2.4(k); (l) Any and all DLC IP; and (m) All assets, rights and properties set forth or described in Schedule 2.4(m) and any other propertiesassets, assets rights and rights of Sellers and/or Covenantors properties (other than Intellectual Property) that relate primarily to the Business which are used exclusively in not covered by the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 belowforegoing clauses (a) through (l).

Purchased Assets. Subject to the terms and conditions set forth in this Agreement, (a) Sellers hereby agree to sell, assign, transfer and deliverconvey to Buyers, and Purchaser Buyers hereby agrees to purchase and accept from Sellers, at and as all of the Closing Date assets of Sellers used in the Business (the "Purchased Assets"), including without limitation, the following assets and properties: (i) All Assumed Leases (as such term is defined below in Section 3.2(a)below), all of Sellers’ rightsecurity deposits, title and interest in and any pre-paid rent, furniture, fixtures, machinery, equipment, leasehold improvements, computers, software (excluding data not relating to the following propertiesBusiness, which Sellers shall remove from computers included among the Purchased Assets prior to Closing), vehicles, medical equipment, prepaid expenses, and other tangible personal property used in the Business, including those assets and rights existing as of the date hereof (collectively, the “Purchased Assets”):specifically described on Schedule 1.1 (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine as being Purchased Assets, together with all manufacturers' warranties pertaining to the same, to the extent that such warranties may exist and the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Real Property”)be assignable; (bii) water treatment plant; (c) surface real estate rightsAll of Sellers' goodwill relating to the Business; all customer and patient lists and files, as shown on referrer lists, provider lists, records and similar sales and marketing information in Sellers' possession relating to the ownership list shown on Business; member service agreements relating to the attached Schedule 1.1(c); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in any Business; medical records of the foregoingpatients serviced by the Business and in Sellers' possession; personnel records relating to those employees hired by Buyer; and Sellers' right and interest in the trade names (including "Quality of Life", to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools "Quality of Life Home Health" and other tangible property owned or controlled by Seller and/or Covenantors, "Quality of Life Homecare" and variations thereof used in connection with the Purchased Assets Business), trademarks, trade secrets, licenses, know-how, specifications, literature, and all other intangible property which relate specifically to the Business, and all other intangible assets related to the Business, whether located on at the Business, or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f)any other location; (giii) All transferable Licenses, permits, licenses, certificates, authorizations, accreditations, orders, ratings and approvals of all rights under: (i) contracts relating to federal, state, or creating rights with respect local governmental or regulatory authorities which relate to the Purchased AssetsBusiness and which are held by Sellers, whether oral or written (the “Contracts”); and (ii) but only to the extent assignablethe same are transferable, all other contracts and agreementsincluding without limitation, whether oral or written, used by Sellers and/or Covenantors any provider agreements relating to Sellers’ right to participate in the operation Medicare and Medicaid Programs, and all rights of Sellers to reimbursement or other payments from Centers for Medicare & Medicaid Services ("CMS") for the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”)period prior to the Closing Date; (hiv) Any and all permitsrights of Sellers which by their terms are transferable and which arise under or pursuant to warranties, authorizations representations and licenses used guarantees made by Sellers and/or Covenantors exclusively suppliers in the management or operation of connection with the Purchased Assets; (iv) All raw materials, supplies, packaging materials, purchased products, finished goods and all booksother goods, recordsmerchandise and materials owned by Sellers; and (vi) All accounts receivable and unbilled work in process (collectively, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing “Accounts Receivable”). (as defined in Section 3.3(ab) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate recordsshall retain, and booksExcluded Assets shall be excluded from the scope of, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any . "Excluded Assets" shall mean cash and all cash-like items, the current mobile phone number of Seller Affiliates and other properties, assets and rights senior management of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased and those additional assets identified as Excluded Assets not expressly described, listed or referred to in Section 1.2 belowon Schedule 1.1(b).

Purchased Assets. Subject to Upon the terms and subject to the conditions of this Agreement, and subject to the exclusions set forth in this AgreementSection 2.03, Sellers hereby agree to at the Closing, Seller shall, sell, assignconvey, transfer and deliverassign (or cause to be sold, conveyed, transferred and assigned) to Buyer, and Purchaser hereby agrees to purchase Buyer shall purchase, acquire and accept (or caused to be purchased, acquired and accepted) from Sellers, at Seller (and as of the Closing Date (as such term is defined below in Section 3.2(a)Retained Subsidiaries), all of SellersSeller’s and its Retained Subsidiaries’ right, title and interest in in, to and under the following (and only the following) assets, properties and rights of Seller and its Retained Subsidiaries (other than the Purchased Shares and the assets, properties and rights held by the Acquired Entities) as the same shall exist immediately prior to the following propertiesClosing, assets and rights existing as of the date hereof (collectively, the “Purchased Assets”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine all transferable or assignable rights under all (i) contracts, agreements, licenses, commitments, sales and purchase orders and other instruments with respect to the Golden ▇▇▇▇▇▇ Mill and licensing of, or provision of services relating to, Intellectual Property or IT Assets, that are exclusively related real estate and real estate based mining claims to or exclusively used in the Business as of the Closing (the “Acquired Real PropertyIP/IT Contracts”) and (ii) contracts, agreements, licenses, commitments, sales and purchase orders and other instruments (other than IP/IT Contracts), that are primarily related to or primarily used in the Business as of the Closing (collectively with the IP/IT Contracts, the “Assigned Contracts”); (b) water treatment plant(i) the Trademarks set forth in Section 2.02(b)(i) of the Disclosure Schedule (the “Transferred Trademarks”) and (ii) all Intellectual Property (other than Trademarks) owned by Seller or any of the Retained Subsidiaries and exclusively related to or exclusively used in the Business as of the Closing, including the Intellectual Property identified on Section 2.02(b)(ii) of the Disclosure Schedule (collectively and together with the Transferred Trademarks, the “Transferred Intellectual Property”); (c) surface real estate rights, as shown All (i) IT Assets owned by Seller or its Retained Subsidiaries that are exclusively related to or exclusively used in the Business and (ii) physical IT Assets located on the ownership list shown on premises of an Owned Real Property or Leased Real Property (the attached Schedule 1.1(c“Transferred IT Assets”); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c)Current Assets; (e) all mining permits Owned Real Property, Real Property Leases and water rightsLeased Real Property; (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools equipment (including machinery) and other tangible personal property owned or controlled by Seller and/or Covenantors(other than assets, used properties and rights of a type expressly covered in connection with the Purchased Assets and a different section of this Section 2.02) that is located on or about the Acquired premises of an Owned Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f)or a Leased Real Property; (g) all rights under: (i) contracts relating transferable Permits that are exclusively related to or creating rights with respect exclusively used in the Business or that exclusively relate to the Purchased AssetsOwned Real Property, whether oral Real Property Leases or written Leased Real Property; provided, however, that Seller and the Retained Subsidiaries shall have the right to retain copies for their compliance records of any such Permits (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “ContractsAssigned Permits”); (h) the personnel records (including all permitshuman resources and other records, authorizations other than performance evaluations, disciplinary records or medical records) of Seller or a Retained Subsidiary to the extent relating to the Continuing Employees to the extent permitted under Applicable Law and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all other books, records, files and papers relating (excluding e-mails) exclusively related to the Purchased Assets created at Business (collectively, the “Business Records”); provided, that: (i) Seller shall be entitled to retain copies of any time prior and all Business Records; (ii) Seller shall only be required to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and deliver such books, records, files and papers not otherwise relating exclusively (whether electronic or otherwise) to the Purchased Assets;extent permitted by Applicable Law, and Seller shall not be required to, prior to the Closing, deliver to Buyer any books, records, files or papers that are not reasonably practicable to identify and extract, prior to the Closing; (iii) Seller shall reasonably determine the format in which Business Records are delivered to Buyer; and (iv) Seller shall be entitled to redact any portion of the Business Records to the extent related to any matter other than the Business; and (ji) any and all other propertiesassets, assets properties and rights of Sellers and/or Covenantors which a type not expressly covered in this Section 2.02 that are exclusively related to or exclusively used exclusively in the management or operation Business, including those assets, properties and rights listed in Section 2.02(i) of the Purchased Assets not expressly described, listed or referred to in Section 1.2 belowDisclosure Schedule.

Purchased Assets. Subject Seller hereby sells to Buyer, free of all liens, encumbrances, claims and other restrictions of any kind other than the terms and conditions set forth Permitted Encumbrances as defined in this Agreement, Sellers hereby agree to sell, assign, transfer and deliverSection 4.6 hereof, and Purchaser Buyer hereby agrees to purchase and accept from Sellers, at and as of the Closing Date (as such term is defined below in Section 3.2(a))purchases, all of Sellers’ Seller's right, title title, and interest in and to all of the following properties, assets assets, and rights owned, used, acquired for use, or arising or existing in connection with the Business, whether tangible or intangible, and whether or not recorded on Seller's books and records, as the same exist at the Closing (as defined below), except for and excluding the Retained Assets provided for in Section 1.2 below ("Purchased Assets"). The Purchased Assets shall include, without limitation, except to the extent same constitute a part of the date hereof (collectivelyRetained Assets as set forth in Section 1.2 below, the “Purchased Assets”):following: (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine and the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Real Property”)assets of Seller set forth on SCHEDULE 1.1; (b) water treatment plantAll of Seller's books and records, books of account, files, invoices, accounting records, correspondence, advertising materials, customer lists, supplier lists, catalogs, manuals and other records pertaining to the future conduct of the Business, to any of the other Purchased Assets or to any of the Assumed Liabilities ("Records"); (c) surface real estate rightsAll software and software licenses, as shown on know-how, trade secrets, patents, trademarks, trade names, copyrights (including applications for the ownership list shown on foregoing), and all goodwill relating to the attached Schedule 1.1(cSeller ("Intellectual Property"); (d) all mining claims as shown on All permits and other governmental authorizations pertaining to the ownership list shown on Business, to the attached Schedule 1.1(cextent such authorizations may legally be assigned ("Government Licenses"); (e) all mining permits All machinery, equipment, supplies, accessories, furniture, furnishings, office equipment and water rightssupplies, fixtures, leasehold improvements and other tangible personal property used or held for use in the conduct of the Business ("Equipment"); (f) all ancillary equipment All computer training kits and manuals, course materials and other properties of a similar type used or held for use in any the conduct of training courses for customers of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property Business (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f"Inventory"); (g) all All accounts and notes receivable, and other rights under: (i) contracts relating to receive payment, from customers, employees or creating rights with respect to others arising from the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation conduct of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”Business ("Receivables"); (h) all permitsAll prepayments, authorizations deposits, claims for refund and licenses used by Sellers and/or Covenantors exclusively in prepaid expenses relating to the management Business or operation of any Transferred Asset or the Purchased AssetsAssumed Liabilities ("Prepaid Items"); (i) all booksAll claims, records, files choses in action and papers other rights against third persons arising out of or relating exclusively to the Purchased Assets created at Business or to any time prior to Transferred Asset or the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate recordsAssumed Liabilities, and books, records, files and papers not otherwise relating exclusively to all goodwill of the Purchased Assets;Business ("Other Intangibles"); and (j) All rights of Seller arising in connection with any of the agreements and contracts listed on SCHEDULE 4.15 hereto ("Material Contracts"), and all other propertiesof the following contracts and agreements ("Ordinary Course of Business Contracts"): telephone listings, assets utility agreements, routine maintenance contracts, office equipment rental agreements, outstanding purchase orders for goods and rights of Sellers and/or Covenantors which are used exclusively services acquired in the management or operation ordinary course of the Purchased Assets not expressly describedBusiness, listed or referred to in Section 1.2 belowand club membership agreements entered into the ordinary course of the Business (the Material Contracts and Ordinary Course of Business Contracts being together herein called the "Assigned Contracts").

Purchased Assets. Subject to the terms and conditions set forth in of this AgreementAgreement and to the continued accuracy of the representations and warranties contained herein, Sellers hereby agree to on the Closing Date, Seller shall sell, convey, assign, transfer and deliver, deliver ("Transfer") to Purchaser and Purchaser hereby agrees to purchase shall purchase, receive and accept delivery from SellersSeller, at free and as clear of the Closing Date (as such term is defined below in Section 3.2(a))all Liens, all of Sellers’ Seller's then existing properties and assets (other than the Excluded Assets) of every kind and nature, real, personal or mixed, tangible or intangible, wherever located (collectively, the "Purchased Assets"), including, without limitation, all right, title and interest of Seller in, to and under: 2.1.1 All of the assets reflected on the Interim Financial Statement, other than the Excluded Assets and those assets disposed of after the Interim Financial Statement Date in the ordinary course of business consistent with past practice (including with respect to quantity and frequency); 2.1.2 All equipment, furniture, trade fixtures and other tangible personal property owned by Seller, including, without limitation, those items listed on Schedule 2.1.2 attached hereto and incorporated herein by this reference (the "Fixed Assets"); 2.1.3 All of the Contracts; 2.1.4 All rights to payment as a consequence of (a) deposits and prepayments including, without limitation, the deposit under the Lease, listed on Schedule 2.1.5 attached hereto and incorporated herein by this reference and (b) any refunds, rights of set off, rights of recovery, and claims or causes of action relating to the following properties, assets and rights existing Purchased Assets that arise after the Closing (except for refunds of Taxes to the extent provided in Section 9.3); 2.1.5 Cash in an amount equal to all client retainer balances which remain outstanding as of the date hereof (collectively, the “Purchased Assets”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine and the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Real Property”)Closing Date; (b) water treatment plant; (c) surface real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, 2.1.6 All creative materials, parts, supplies, tools advertising and other tangible property owned promotional materials necessary or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets business of Seller or any of the Selling Members, wherever stored or located; 2.1.7 All files, documents, correspondence, studies, reports, books and located records of Seller (including all data and other information stored on discs, tapes or about other media), client lists, client records and credit data, computer programs, software, and hardware owned or used in connection with the Acquired Real Property business of Seller or any of the Selling Members (collectively, the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f"Documents"); (g) all rights under: (i) contracts relating to or creating rights with respect to 2.1.8 All general intangibles used by the Purchased AssetsSeller that is not an Excluded Asset; and 2.1.9 All other assets of Seller, whether oral or written (not reflected on the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral books or written, used by Sellers and/or Covenantors in the operation records of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 belowSeller.

Purchased Assets. Subject to the terms and conditions set forth in of this Agreement, Sellers hereby agree to at the Closing, TribalRides shall sell, convey, assign, transfer and deliverdeliver to XNDA, and Purchaser hereby agrees to purchase XNDA shall acquire and accept from Sellerspurchase, at free and as clear of the Closing Date (as such term is defined below in Section 3.2(a))all Encumbrances, all of Sellers’ right, title and interest in and to [all of the following propertiesAssets of TribalRides listed on Exhibit A to this Agreement existing on the Closing Date]/[all of TribalRides’ rights, assets title and rights existing interest, as of the date hereof Closing Date, in and to any and all assets, properties, rights and claims of any kind or nature, whether tangible or intangible, real, personal or mixed, wherever located and whether or not carried or reflected on the books and records of any of TribalRides, whether now existing or hereinafter acquired, which relate to the Business or which are used or useful in or held for use in, or were acquired in connection with, the operation of the Business, excluding only the Excluded Assets (such assets, properties, rights and claims to be acquired hereunder, collectively, the “Purchased Assets”):), free and clear of all Liens (except for Permitted Liens) and all claims against XNDA. The Purchased Assets shall include[, even if not listed on Exhibit A] but not be limited to, the following: (ai) The ▇▇▇▇▇all Tangible Personal Property used by TribalRides in carrying on the Purchased Assets and together with all rights as of the Closing Date under all representations, warranties and guarantees made by suppliers, manufacturers and contractors to the extent related thereto; (ii) any and all inventory, packaging, marketing materials, adverting materials, signage product samples, or other property owned by TribalRides or TribalRides' clients but that is currently in TribalRides' possession; (iii) all rights of TribalRides to security deposits (whether real estate or personal property), claims for refunds (other than Tax refunds) and rights to offset in respect of such clients and/or customers of TribalRides, including all funds held for the benefit of or on behalf of any client or customer; (iv) any telephone, fax or vendor/payee number or email address owned by TribalRides and used in the Purchased Assets; and (v) the goodwill of the Purchased Assets together with the exclusive right to represent XNDA as carrying on the Purchased Assets as successor to TribalRides and the right to use the name "Tribal Rides" or any variation thereof. (vi) any interest in or ownership of any websites or domain names used or owned by TribalRides; (vii) all of the following Assets to the extent that such Assets arise from, are related to or are concerning the [Business/Assets of TribalRides listed on Exhibit A]; (A) all licenses and distributor agreements; (B) all right, title and interest of TribalRides in all Contracts which relate exclusively to the Purchased Assets, as set out in Schedule 2.1 to the TribalRides Disclosure Schedule (to the extent that such Contracts are assignable or transferable and subject to obtaining any necessary consents to such assignment or transfer) (collectively, the "Assumed Contracts"); (C) all right, title and interest of TribalRides to all of TribalRides’ Intellectual Property, and all Licensed Intellectual Property and Owned Intellectual Property; (D) all intangible property, including originals, and where such originals are not available, copies of all business and financial records (whether or not recorded on computer), including customer lists, prospect lists, business contacts, supplier lists, referral sources and all operating manuals, engineering standards and specifications and other information; (E) all authorizations from Governmental Authorities or other permits of TribalRides, to the extent transferrable; (F) all insurance benefits, including rights and proceeds, to the extent transferable to XNDA; (G) all claims of TribalRides against third-parties, whether ▇▇▇▇▇▇ Mine and the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Real Property”);or inchoate, known or unknown, contingent or non-contingent; and (bH) water treatment plant; (c) surface real estate all rights, as shown on the ownership list shown on the attached Schedule 1.1(c)claims and credits, including all guarantees, warranties, indemnities and similar rights in favor of TribalRides; (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 below.

Purchased Assets. Subject to At the Closing, on the terms and subject to the conditions set forth in of this Agreement, Sellers hereby agree to Seller shall sell, assigntransfer, transfer convey, assign and deliverdeliver to Buyer, and Purchaser hereby agrees to Buyer shall purchase and accept acquire from SellersSeller, at free and as clear of all Encumbrances (other than the Closing Date (as such term is defined below in Section 3.2(a)Permitted Encumbrances), all of Sellers’ Seller's right, title and interest in and to the following properties, assets and rights existing as all of the date hereof assets specifically described in this Section 2.1 and any other assets used primarily in or held for use primarily in the Business, other than the Excluded Assets (collectively, the “"Purchased Assets”):") including without limitation: (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine All FF&E and all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, owned by Seller, whether located at Seller's facilities or the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Real Property”facilities of a third party, set forth on Schedule 2.1(a); (b) water treatment plantAll of the Inventory as of the Closing Date, whether located at Seller's facilities or the facilities of a third party; (c) surface real estate rightsSubject to Sections 2.2 and 5.13, as shown all Contracts, listed on Schedule 2.1(c), and any Contracts entered into between the ownership list shown date hereof and the Closing Date that are identified in a supplement to Schedule 2.1(c) delivered to Buyer at least five (5) days before Closing; provided Buyer shall have the right on or prior to the attached Closing Date, by written notice to Seller, to decline to accept an assignment and assumption of any Contracts included on such supplemental Schedule 1.1(c2.1(c), and all rights and claims against others under such Contracts; (d) All patents, and all mining claims as shown trademarks and service marks (whether registered or unregistered) and all Proprietary Information and Intellectual Property set forth on the ownership list shown on the attached Schedule 1.1(c)2.1(d) hereto; (e) all mining permits Accounts Receivable and water rightsnotes receivable and unbilled rights to payment in favor of Seller with respect to the Business, as of the Closing Date, whether current or noncurrent, but excluding the Excluded Medicare Receivables; (f) all ancillary equipment used in any All Seller Advance Payments as of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f)Closing Date; (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation All Seller Customer Deposits as of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”)Closing Date; (h) all permits, authorizations All Books and licenses used by Sellers and/or Covenantors exclusively in Records of Seller to the management or operation of extent they are related to the Purchased AssetsBusiness; (i) all booksAll Permits of Seller set forth on Schedule 2.1(i), records, files and papers relating exclusively but only to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assetsextent that their transfer is permitted by applicable Law; (j) All guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Business or any of the Purchased Assets, including rights in respect of unemployment accounts and all other propertiesrights to recovery under insurance policies to the extent the casualty occurred prior to the Closing; (k) All claims, assets causes of action, choses in action, rights of recovery and rights of Sellers and/or Covenantors which are used exclusively in the management or operation set-off of any kind relating to the Purchased Assets not expressly describedor Assumed Liabilities, against any person, including without limitation any liens, security interests, pledges or other rights to payment or to enforce payment in connection with products delivered by Seller on or prior to the Closing Date, except with respect to the Excluded Medicare Receivables; (l) All telephone and facsimile numbers and post office boxes, lockboxes, internet domain names or URLs, used by Seller in connection with the Business listed or referred on Schedule 2.1(l); (m) All content primarily related to the Business with respect to internet websites of Seller, including such content in Section 1.2 belowits electronic form; and (n) All other intangible personal property of Seller primarily related to the Business and all goodwill of the Business.

Purchased Assets. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing and effective as of the time set forth in this AgreementSection 2.6(a), Sellers hereby agree Seller shall Transfer to sell, assign, transfer and deliverBuyer, and Purchaser hereby agrees to Buyer shall purchase and accept acquire from Sellers, at and as of the Closing Date (as such term is defined below in Section 3.2(a))Seller, all of Sellers’ Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible or intangible, of every kind and description, wherever located, owned by Seller and relating primarily to the Business, and any and all goodwill associated therewith, including the following propertiesassets, assets but excluding the Excluded Assets (such assets, excluding the Excluded Assets, the "Purchased Assets"): (i) the Cheswick Facility; (ii) the Mount Pleasant Lease; (iii) the Fixed Assets; (iv) the Inventory; (v) the Equipment; (vi) the Motor Vehicles; (vii) all contracts, purchase orders, leases of personal property, commitments, bids, orders, proposals, instruments and rights existing as other agreements entered into in the Ordinary Course of Business on behalf of the date hereof Division and relating primarily to the Business and existing on the Closing Date and the rights to the Specified Contracts as provided in the Assignment of Specified Contracts (collectively, the “Purchased Assets”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine and the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Real Property”"Assumed Contracts"); (bviii) water treatment plant; all trade secrets, know-how, industrial designs, formulas, processes and other confidential and proprietary information owned by Seller and used primarily in the Business (c) surface real estate rightscollectively, as shown on "Trade Secrets"), the ownership list shown on other Intellectual Property listed in Annex 5, and the attached Schedule 1.1(cgoodwill associated therewith (the "Purchased Intellectual Property"); (dix) copies of all mining claims as shown books, records, ledgers, files, data, documents and correspondence relating to the Business, including customer, supplier or other lists, telephone, telecopy and email addresses and listings, manufacturing and engineering drawings and specifications, patterns, jigs, program maps, sales information, environmental records and files, business and marketing plans, studies and proposals, service, maintenance and warranty records, equipment logs, operating guides and procedure manuals, computer records, personnel records and files, promotional materials, financial and accounting records and other technical and business records owned by Seller and relating primarily to the Business and existing on the ownership list shown on the attached Schedule 1.1(cClosing Date; provided, however, that Seller shall be entitled to retain copies of any such materials that are necessary in its reasonable judgment for its Tax, accounting, personnel or legal purposes (including Securities and Exchange Commission reporting); (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (iix) to the extent assignableassignable or transferable, all other contracts Permits (including applications for issuance or renewal thereof and agreements, whether oral or written, application materials in process) that are used by Sellers and/or Covenantors exclusively in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”)Business; (hxi) all permitsany accounts, authorizations notes and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers other receivables carried on Seller's books relating exclusively to the Purchased Assets created at Business and the full benefit of all security therefor and any time claim, remedy or other right of Seller related thereto; (xii) any rights of Seller relating to any prepaid expenses, deposits or claims for refund or right of offset against any Person, other than refunds and deposits relating to Taxes; (xiii) any rights to insurance proceeds and defense costs actually received by Seller after the Closing under Seller's insurance policies for an act, omission or other occurrence committed or omitted, or alleged to have been committed or omitted, prior to the Closing relating to the Business, except to the extent that (as defined A) the claim arising therefrom is an Excluded Liability hereunder or (B) the claim arising therefrom relates to an asset which would otherwise be included in Section 3.3(athe definition of Purchased Assets and which is replaced with a substitute asset of comparable value and function on or prior to the Closing Date; and (xiv) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate recordsthe rights of Seller under, and booksany funds and property held in trust or any other funding vehicle pursuant to, recordsor any insurance contract providing funding for, files and papers not otherwise relating exclusively any Employee Plan, to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred extent provided pursuant to in Section 1.2 belowARTICLE VI.

Purchased Assets. Subject to the terms and conditions of this Agreement including the Excluded Assets set forth in this AgreementSection 1.2, Sellers hereby agree to Buyer shall purchase from Seller, and Seller shall sell, assignconvey, transfer and deliverassign to Buyer, and Purchaser hereby agrees to purchase and accept from Sellers, at and as of on the Closing Date (as such term is defined below in Section 3.2(a))Date, all of Sellers’ Seller’s right, title and interest in and to the following properties, assets and rights existing as of Seller related to the date hereof Business (collectively, the “Purchased Assets”), free and clear of all Encumbrances (other than Encumbrances in the form of any rights or restrictions with respect to Intellectual Property created under any Intellectual Property Agreement): (a) The all right, title and interest in and to the Intellectual Property Assets, together with all (i) royalties, fees, income, payments and other proceeds now or hereafter due or payable with respect to any and all of the foregoing (other than the right to receive payments contemplated under Section 1.2(d)) and (ii) all rights to any actions of any nature available to or being pursued by Seller to the extent related to the foregoing, whether accruing before, on or after the Closing Date, including all rights to and claims for damages, restitution and injunctive relief for infringement, dilution, misappropriation, violation, misuse, breach or default, with the right but no obligation to ▇▇▇▇▇-▇ for such legal and equitable relief, and to collect, or otherwise recover, any such damages; (b) the Assigned Contracts, including all book royalty and publishing rights of Seller thereunder (other than the right to receive payments contemplated under Section 1.2(d)); (c) Except as contemplated by Section 1.2(e), Seller’s Books and Records primarily pertaining to the Purchased Assets, regardless of the medium on which such information is stored or maintained (the “Purchased Books and Records”), provided, that Seller shall be entitled to retain copies of such Purchased Books and Records that are necessary for prudent business practice or for its tax, accounting or legal purposes; (d) all rights and claims of Seller against third parties relating to the Purchased Assets or Assumed Obligations, whether ▇▇▇▇▇▇ Mine and or inchoate, known or unknown, contingent or non-contingent, provided that to the Golden ▇▇▇▇▇▇ Mill and extent a right or claim is related real estate and real estate based mining claims (the “Acquired Real Property”); (b) water treatment plant; (c) surface real estate rightsto any Excluded Assets or Retained Liabilities, as shown on the ownership list shown on the attached Schedule 1.1(c); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c);such right or claim shall not be a Purchased Asset; and (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection goodwill associated with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 below.

Purchased Assets. Subject Pursuant to the terms and subject to the conditions set forth in of this Agreement, Sellers hereby agree to sell, assign, transfer and deliver, and Purchaser hereby agrees to purchase and accept from Sellers, at and as of on the Closing Date (as such term is defined below in Section 3.2(a1.4 below)), Seller will sell, assign, convey, transfer and deliver to Purchaser, and Purchaser will purchase and acquire from Seller, all of Sellers’ Seller's right, title and interest in in, to and to under the following propertiesassets, assets properties and rights existing as of the date hereof which are owned or leased by Seller (collectively, the “Purchased "Assets”"): (a) The ▇▇▇▇▇i. All software source code, web sites, customer databases, raw materials, work-▇▇▇▇▇▇ Mine in-progress, finished goods and the Golden ▇▇▇▇▇▇ Mill inventory of Seller, including, without limitation, all raw materials, work-in-process supplies and related real estate and real estate based mining claims inventory located in Seller's warehouses, distribution centers, in transit or otherwise (the “Acquired Real Property”"Purchased Inventory"); ii. All accounts receivable (b) water treatment plant; (c) surface real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c"Purchased Receivables"); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits iii. All fixed assets, including, without limitation, machinery and water rights; (f) all ancillary equipment used in any of the foregoingand other attachments owned by Seller, to include all machinery, fixtures, furniture, equipment, materials, spare parts, supplies, tools furniture and fixtures, computer equipment and software and other tangible personal property owned or controlled by Seller; iv. All rights of Seller and/or Covenantors, used under and in connection with the Purchased Assets leases and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) subleases of real property, together with Seller's interest in all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assetsbuildings, whether oral or written (the “Contracts”); facilities, fixtures and (ii) to the extent assignableother improvements thereon and all easements, all rights-of-way, transferable licenses and permits and other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and appurtenances thereto which are set forth on Schedule 1.1(g)(the “Contracts”1.1(a)(iv) (collectively, the "Assigned Leases"); v. All transferable rights of Seller under and in connection with the contracts, commitments, purchase orders, agreements and unexpired leases (hother than Assigned Leases), which are set forth on Schedule 1.1(a)(v) all permits(collectively, authorizations the "Assigned Contracts"); vi. All rights to the trade secrets, processes and licenses used methods, whether or not patentable, owned by Sellers and/or Covenantors exclusively (the "Purchased Intellectual Property"); vii. All transferable federal, state or local or other governmental and other third party permits (including occupancy permits), certificates, licenses, consents, authorizations, approvals, registrations or franchises necessary or useful in the management or operation by Seller of its business (collectively, the Purchased Assets;"Assigned Permits"); and (i) all books, records, files viii. All books and papers relating exclusively to the Purchased Assets created at any time prior to records maintained by Seller through the Closing (as defined Date, including, without limitation, product manuals, operating manuals, and records relating to customer and trade accounts and lists and similar operating data, whether in Section 3.3(a) below)by Sellers and/or Covenantors electronic, computer, paper or other form, other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively records which Seller is required by law to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 belowretain.

Purchased Assets. Subject to Upon the terms and subject to the conditions set forth contained in this Agreement, Sellers hereby agree to at the Closing, Seller shall (i) sell, convey, assign, transfer and deliverdeliver to Texas Genco, and Purchaser hereby agrees to Texas Genco will purchase and accept acquire from Sellers, at and as of the Closing Date (as such term is defined below in Section 3.2(a))Seller, all of Sellers’ Seller's right, title and interest in in, to and under the Texas Genco Purchased Interest, and Texas Genco's Proportionate Share of Seller's right, title and interest in, to and under other assets, interests, properties, facilities, rights, licenses or contracts used, or held for use, primarily (or, to the following extent set forth below, exclusively) in connection with Seller's ownership of the STP Interest (and, to the extent set forth below, customarily located at the Generation Facility or identified or described on a Schedule hereto), each as in existence on the Closing Date, including Texas Genco's Proportionate Share of Seller's right, title and interest in, to and under the assets, interests, properties, assets facilities, rights, licenses or contracts described in clauses (a)-(r) below, but excluding all Excluded Assets; and rights existing as (ii) sell, convey, assign, transfer and deliver to CPS, and CPS will purchase and acquire from Seller, all of Seller's right, title and interest in, to and under the CPS Purchased Interest, and CPS's Proportionate Share of Seller's right, title and interest in, to and under other assets, interests, properties, facilities, rights, licenses or contracts used, or held for use, primarily (or, to the extent set forth below, exclusively) in connection with Seller's ownership of the date hereof STP Interest (and, to the extent set forth below, customarily located at the Generation Facility or identified or described on a Schedule hereto), each as in existence on the Closing Date, including CPS's Proportionate Share of Seller's right, title and interest in, to and under the assets, interests, properties, facilities, rights, licenses or contracts described in clauses (a)-(r) below, but excluding all Excluded Assets (in respect of each Purchaser, as to its respective Proportionate Share, collectively, the “"Purchased Assets”"): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine parcels of real property owned by Seller, or by the Operating Agent on behalf of Seller as one of the STP Owners, relating exclusively to the Generation Facility and the Golden ▇▇▇▇▇▇ Mill described on Schedule 2.1(a), and related all appurtenances thereto, together with all buildings, facilities, fixtures and other real estate property improvements thereon and real estate based mining claims thereto, including all construction work in progress (the “Acquired "Owned Real Property”"); (b) water treatment plantThe machinery, mobile or otherwise, equipment, vehicles, tools, fixtures, furniture and furnishings, and other tangible personal property related to or used, or useful, in the operation of the Generation Facility that (i) are not Inventory, (ii) as of the Closing, are licensed, owned or leased by Seller, or by the Operating Agent on behalf of the STP Owners or on behalf of Seller as one of the STP Owners, and (iii) are used primarily in the operation of the Generation Facility, and are listed on Part I of Schedule 2.1(b) or in the ordinary course of business are customarily located at the Generation Facility, including any electrical upgrade, interconnection or similar equipment listed on Part II of Schedule 2.1(b); (c) surface real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c)The Nuclear Fuel Inventory; (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c)The Inventory; (e) all mining permits The Transferable Permits and water rightsany other permits, licenses, approvals, registrations, franchises, certificates, other authorizations and consents of Governmental Authorities or other Persons relating to the ownership, lease, maintenance or operation of the Generation Facility that, in each case, as of the Closing are in favor of Seller or the STP Owners or the Operating Agent, as agent for the STP Owners, except for and to the extent that any of the Transferable Permits relates to any of the Excluded Assets; (f) all ancillary equipment used in The contracts, agreements, arrangements, licenses and leases of any nature to which Seller is a party, or to which the Operating Agent, on behalf of the foregoingSTP Owners or on behalf of Seller, as one of the STP Owners, is a party, and by or to include all machinerywhich Seller is or the STP Owners are bound or subject, fixturesincluding those listed or described on Schedule 2.1(f), furniturein each case to the extent exclusively relating (in whole or in part) to the ownership, equipmentlease, materials, parts, supplies, tools and other tangible property owned maintenance or controlled by Seller and/or Covenantors, used in connection with operation of the Purchased Assets and located on or about the Acquired Real Property Generation Facility (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f"Generation Facility Contracts"); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) Except to the extent assignablesuch materials are subject to confidentiality, all other contracts and agreementsnondisclosure or similar agreements in favor of third parties whose consent to transfer is not obtained, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all non-privileged books, records, files documents, drawings, reports, operating data, operating safety and papers maintenance manuals, inspection reports, engineering design plans, blueprints, specifications and procedures and similar items, (i) located at and relating exclusively to the Generation Facility, or (ii) otherwise in Seller's possession and exclusively relating to the Generation Facility or Purchased Assets created at any time if specifically identified and reasonably requested by a Purchaser; provided, however, that Seller shall have the right prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ to make copies of such documents and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to make non-exclusive use of them thereafter to the Purchased Assetsextent such non-exclusive use is not prohibited by the terms of such document or any other contract by which Seller is bound; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 below.

Purchased Assets. Subject to On the terms and subject to the conditions set forth in of this Agreement, Sellers hereby agree to Seller shall, at the Closing, sell, transfer, convey, assign, transfer grant and deliverdeliver to Purchaser, and Purchaser hereby agrees to shall, at the Closing, purchase and accept acquire from SellersSeller, at free and clear of all Liens (except as of the Closing Date (as such term is defined below in Section 3.2(a)set forth on Schedule 2.1), all of Sellers’ right, title and interest in and to the following all properties, rights, interests, tangible and intangible assets and rights existing as of the date hereof Seller (collectively, other than Excluded Assets) (the “Purchased Assets”):), including without limitation: (ai) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine 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 Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the “Acquired Real Property”Intellectual Property described on Schedule 2.1(vi); (bvii) water treatment plantall 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; (cviii) surface real estate rightsall Seller Advance Payments, as shown on Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the ownership list shown on 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 attached Schedule 1.1(cNoncompetition Agreement executed by Seller); (dxi) to the extent transferable, all mining claims as shown on Licenses from any Governmental Authority relating to the ownership list shown on operation of the attached Schedule 1.1(c)Business; (exii) all mining permits rights in and water rights; (f) all ancillary equipment used in any sponsorship of the foregoingAssumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to include the Assumed Benefit Plans and all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools Books and other tangible property owned or controlled by Seller and/or Covenantors, used Records in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f)Assumed Benefit Plans; (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (iixiii) to the extent assignabletransferable, all other contracts insurance policies held by Seller or that may have been issued to Seller and agreements, whether oral or written, used by Sellers and/or Covenantors in the effect at any time during Seller’s operation of the Purchased Assets and set forth Business, including without limitation, on Schedule 1.1(g)(the “Contracts”)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; (hxiv) all permitsguarantees, authorizations warranties, indemnities and licenses used by Sellers and/or Covenantors exclusively similar rights in the management favor of Seller or operation any of the Purchased Assets; (ixv) all bookstelephone and facsimile numbers, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate recordspost office boxes, and books, records, files and papers bank accounts but not otherwise relating exclusively to the Purchased Assetscash contained therein that is an Excluded Asset; (jxvi) 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 and Person; (xviii) all goodwill of the Business; and (xix) all other propertiestangible 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 rights (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 Sellers and/or Covenantors which are used exclusively Seller, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 belowasset.

Purchased Assets. Subject to the terms and conditions set forth in this Agreement, Sellers hereby agree to sell, assign, transfer and deliverPurchaser will acquire from Seller, and Purchaser hereby agrees Seller will Transfer, or cause to purchase and accept from Sellersbe Transferred, at and to Purchaser, as of the Closing Date Closing, free and clear of all Liens (as such term is defined below in Section 3.2(a)other than Permitted Liens), all of Sellers’ Seller’s right, title and interest in and to the following properties, assets and rights existing as of the date hereof Seller set forth below (collectively, the “Purchased Assets”; for the avoidance of doubt, the Purchased Assets do not include the assets purchased pursuant to the MSR Purchase Agreement): (ai) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine prepaid expenses, guaranties, warranties, credits, indemnities, deposits and similar rights related to the Golden ▇▇▇▇▇▇ Mill Purchased Assets or the Assumed Liabilities; (ii) All Assigned Contracts, including any rights, interests, claims and related real estate benefits of Seller under, pursuant to, or associated with, the Assigned Contracts; (iii) furniture, fixtures, equipment (other than computers and real estate based mining claims technology equipment), vehicles, tools and other tangible personal property owned by Seller and located at the Jacksonville Facility as of the Closing Date, including any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other Person; (iv) the assets acquired by Purchaser in accordance with Section 2.04(a), if any, together with all Intellectual Property embodied therein or thereby (“Acquired Real Purchased Intellectual Property”); (bv) water treatment plant; all books and records pertaining solely to, or used solely for, the Purchased Assets and the Business (cbut excluding, for the avoidance of doubt, any Tax Returns of Seller or its Affiliates that relate solely to Taxes attributable to taxable periods ending on or prior to the Closing Date or other Taxes for which Seller is responsible hereunder); provided, for the avoidance of doubt, Seller shall use its commercially reasonable efforts to provide any books and records that relate to, or are used for, the Purchased Assets and Business (but do not solely relate to the Purchased Assets or the Business) surface real estate rights, as shown on to Purchaser and may redact or remove any information included therein that is not relevant to the ownership list shown on Purchased Assets or the attached Schedule 1.1(cBusiness (and solely the portion of such information that is not relevant); (dvi) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits causes of action, lawsuits, judgments, claims, counterclaims, and water rights; (f) all ancillary equipment used in demands of any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating nature available to or creating rights with respect to the Purchased Assetsbeing pursued by Seller, whether oral or written (the “Contracts”); and (ii) in each case, to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers relating exclusively related to the Purchased Assets created at any time prior to or the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors Assumed Liabilities, other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets;whether arising by way of counterclaim or otherwise; and (jvii) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in goodwill associated with the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 belowforegoing.

Purchased Assets. Subject to 1.1.1 On the terms and subject to the conditions set forth contained in this Agreement, Sellers hereby agree to sell, assign, transfer and deliver, and Purchaser hereby agrees to purchase and accept from Sellers, at and as of on the Closing Date (as such term is defined below hereinafter defined), Seller shall sell, assign, grant, convey, bargain, set over, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the following assets and properties of Seller (hereinafter referred to collectively as the "Purchased Assets"), except any of the following which are Excluded Assets: (i) the real property described on Schedule 1.1.1A hereof, together with all interests in Section 3.2(a)such real property (including, without limitation, leases and contract rights), all of Sellers’ rightbuildings, improvements and other structures located on such real property, all uses, easements and rights-of- way which benefit such real property, and all minerals (surface and subsurface), clays and sands located on, at or below such real property (such assets and properties being collectively referred to herein as the "Owned Real Property"); (ii) all rights, title and interest of Seller under the leases or subleases of real property or interests in real property (including mineral, sand or clay rights) described on Schedule 1.1.1B hereof (such leases and subleases being collectively referred to herein as the following properties, "Leases" and the real property or interests in real property leased or subleased under the Leases being collectively referred to herein as the "Leased Real Property"); (iii) all of the assets and rights existing properties of Seller of every kind, nature and description which are located at or on any of the Owned Real Property or Leased Real Property, except any such assets or properties which may be disposed of after the date hereof in the ordinary course of business consistent with past practice; (iv) all of the assets and properties (wherever located) set forth in a detailed list of plant and equipment as of the date hereof of the Balance Sheet (collectivelyas such term is hereinafter defined) prepared from the accounting records of Seller and attached hereto as Schedule 1.1.1C, and all such assets and properties of the “Purchased Assets”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine and Business as may have been acquired by Seller after the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (date of the “Acquired Real Property”)Balance Sheet which would be included on a list prepared in like manner from such accounting records as of the Closing Date, except any such assets or properties which have been or may be disposed of since the date of the Balance Sheet in the ordinary course of business consistent with past practice; (bv) water treatment plantall accounts, notes and other receivables (including, without limitation, amounts due from distributors or customers of the Business) and related deposits, security or collateral therefor arising out of the operations of the Business, as the same shall exist as of the Closing Date; (cvi) surface real estate rightsall inventories, as shown on inventories of parts, raw materials, work in process and finished goods which are held in connection with, or used or held for use in the ownership list shown on business and operations of, the attached Schedule 1.1(c)Business, except any such assets or properties which may be disposed of after the date hereof in the ordinary course of business consistent with past practice; (dvii) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits drawings, blueprints, specifications, designs and water rights; (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively data pertaining to the Purchased Assets; (jviii) any all technology, know-how, designs, devices, processes, methods, inventions, drawings, schematics, specifications, standards, trade secrets and other proprietary information which are held in connection with, or used or held for use in, the manufacture of clay face brick products; (ix) all patents and applications therefor and the licenses thereto, and all other propertiestrademarks and tradenames (including, without limitation, "Texas Clay", "Texas Clay Products", "Texas Clay Industries", "Building Better Places, Brick by Brick" and any variations thereof), trademark and tradename registrations, service marks and service m▇▇▇ registrations, copyrights and copyright registrations, the applications therefor and the licenses thereto, which are listed or described on Schedule 1.1.1D hereof (such assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or properties being hereinafter collectively referred to in Section 1.2 below.as the "Business Property Rights"), together with the goodwill and the business appurtenant thereto;

Purchased Assets. Subject to the terms and conditions set forth in of this Agreement, the Sellers hereby agree to sell, assigntransfer, transfer convey, assign and deliverdeliver to the Buyer at Closing (as defined in SECTION 1.10), and Purchaser the Buyer hereby agrees to purchase purchases and accept receives from the Sellers, at the Finance Contracts listed on SCHEDULE 1.1(A), the Inventory, the tangible assets, parts, properties (not including buildings) of every kind and as of the Closing Date (as such term is defined below in Section 3.2(a))description, whether real, personal or mixed, tangible or intangible, all of Sellers’ rightthe fixed assets, title and interest in and to the following properties, wherever located (except those assets and rights existing as of the date hereof Sellers which are specifically excluded as provided in SECTION 1.2 hereof), the business as a going concern and all goodwill associated therewith as the same shall exist on the Closing Date, whether or not appearing on the Current Balance Sheet (collectively, the “"PURCHASED ASSETS"). Without limiting the generality of the foregoing, the Purchased Assets”):Assets shall include the following: (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine all Finance Contracts of the Sellers as listed in SCHEDULE 1.1(A), including receivables arising as a result of contracts in transit and the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Real Property”)installment sales contracts; (b) water treatment plantother receivables of the Sellers, including trade account receivables, notes receivables (other than Finance Contracts), insurance proceeds, service contract providers, vendors or suppliers of the Sellers, rights to receive payment (including any related guaranties, security deposits or other collateral therefor) under credit agreements, finance leases and other such agreements (collectively, the "RECEIVABLES"); (c) surface real estate rightsall inventories of the Sellers, including without limitation, all inventories of parts and accessories, used vehicles and contracts in transit (net of drafts in transit) as shown on the ownership list shown on the attached Schedule 1.1(c); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 below.SCHEDULE 1.1

Purchased Assets. Subject to Upon the terms and subject to the conditions set forth contained in this Agreement, Sellers hereby agree to at the Closing, Seller shall sell, assignconvey, transfer transfer, assign and deliverdeliver to Purchaser or its designees, and Purchaser hereby agrees to purchase and accept such designees shall acquire from SellersSeller, at free and as clear of the Closing Date (as such term is defined below in Section 3.2(a))all Encumbrances, except for Permitted Encumbrances, all of Sellers’ Seller’s right, title and interest in, to and under (but in and to each case excluding any tangible embodiment of assets transmitted at the Closing via the Remote Telecommunication Protocol) the following properties, assets and rights existing as of the date hereof (collectively, the “Purchased Assets”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine the patents and the Golden ▇▇▇▇▇▇ Mill patent applications listed in Exhibit A hereto and related real estate all foreign equivalents and real estate based mining claims family members thereof (the “Acquired Real PropertyPurchased Patents”) and all Related Rights (collectively, the “Patent Assets”); (b) water treatment plant; (c) surface real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits following assets of Seller and water rights; (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property its Subsidiaries (the “Purchased EquipmentCodec Assets”) as set forth on the attached Schedule 1.1(f);): (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written Next Generation Video codec Software and tools used for the development of the Software listed in Schedule 1.1(b)(i) (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “ContractsCodec Software”); (hii) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively the Next Generation Video codec documents listed in Schedule 1.1(b)(ii) (the management or operation of the Purchased Assets“Codec Documents”); (iiii) all booksother Personal Property listed in Schedule 1.1(b)(iii) (the “Codec Personal Property”); (iv) the Codec Intellectual Property and Codec Intellectual Property Rights, including, without limitation, the Intellectual Property Rights listed in Schedule 1.1(b)(iv); (v) the Immigration Rights; (vi) all copies of all documents, files, records, files papers, Databases and papers relating exclusively information systems (whether in paper or electronic form) containing test results or other information related to the Purchased Codec Assets created at any time prior to or the Closing (as defined Assumed Immigration Rights Liabilities listed in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets;Schedule 1.1(b)(vi); and (jvii) any and all other propertiesclaims, assets causes of action, choses in action, rights of recovery and rights of Sellers and/or Covenantors which are used exclusively set-off of any kind to the extent related to the Codec Assets (including with respect to any breach by any Codec Employee or independent contractor (including the Key Consultant) under any nondisclosure or confidentiality covenant or any breach of a consulting agreement) in favor of Seller or any of its Subsidiaries against any other Person, including the management right to enforce all Codec Intellectual Property Rights and the right to ▇▇▇ (and seek and retain damages) for infringement, misappropriation or operation other violation (including past infringement, misappropriation or other violation) of the Purchased Assets not expressly described, listed or referred to in Section 1.2 belowsuch Intellectual Property Rights.

Purchased Assets. Subject to the terms and conditions set forth in of this AgreementAgreement (including without limitation the allocation provisions of Section 2.08), Sellers hereby agree to on the Closing Date Seller shall sell, assign, transfer transfer, convey and deliverdeliver to Purchaser and Sub (or cause to be sold, assigned, transferred, conveyed and delivered to Purchaser and Sub) and Purchaser hereby agrees to and Sub shall purchase and accept acquire from SellersSeller, at free and as clear of the Closing Date (as such term is defined below in Section 3.2(a))any and all Encumbrances whatsoever, all of Sellers’ right, title and interest in and to all of the following properties, assets and rights existing as of the date hereof (collectively, the “Purchased Assets”"PURCHASED ASSETS"): (ai) The ▇▇▇▇▇the Products; (ii) the Product Designs; (iii) the Tangible Assets; (iv) the Listed Patent Assets; (v) an undivided one-▇▇▇▇▇▇ Mine half interest in the Co-Owned Patents; (vi) the Listed Copyright Assets; (vii) the Mask Work Assets; (viii) the Sold Technology Deliverables; (ix) all worldwide Intellectual Property Rights of Seller in and to all of the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims assets described in clauses (ii) through (viii) above (collectively, the “Acquired Real Property”"INTELLECTUAL PROPERTY ASSETS"); (bx) water treatment plant; (c) surface real estate rightsthe right to enforce confidentiality, as shown on the ownership list shown on the attached Schedule 1.1(c); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoingnon-disclosure, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools employee invention assignment and other tangible property owned or controlled by proprietary rights agreements between Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing New Hires (as defined in Section 3.3(a6.01(b) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively below) with respect to the Purchased AssetsStorage Products Business; (jxi) all of Seller's rights under the Seller Contracts, including Third Party Assets; and (xii) true, accurate and complete copies of Seller's marketing and sales information, pricing, marketing plans, business plans, financial and business projections and other files and records pertaining specifically to the Storage Products Business, but excluding any and all other propertiespersonnel files of any past or present employee of Seller (collectively, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 below"BUSINESS RECORDS").

Purchased Assets. Subject to the terms terms, conditions and conditions exclusions set forth in this Agreement, Sellers hereby agree to Seller will sell, assignconvey, transfer and deliverassign to Purchaser, free and clear of all Liens (other than Permitted Liens), and Purchaser hereby agrees to purchase will purchase, acquire and accept from Sellers, at and as of the Closing Date (as such term is defined below in Section 3.2(a))Seller, all of Sellers’ Seller's right, title and interest in and to all of the following assets properties, assets rights and rights existing as business of Seller and the date hereof Business, other than the Excluded Assets (collectively, the “"Purchased Assets”):"), as the same shall exist on the Closing Date, including all of the Assigned Rights and also including the following: (a) The ▇▇▇▇▇all patents, trademarks (whether registered or unregistered), service marks, trade names, service names, brand names, Internet domain names, logos, copyrights and any applications therefor, and any other intangible property rights, including proprietary know-▇▇▇▇▇▇ Mine how, product and technology licenses and license applications, 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 Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (goodwill associated with the “Acquired Real Property”)foregoing; (b) water treatment plantall inventories, including finished goods, work-in-progress, supplies and other materials (collectively, the "Inventory"); (c) surface real estate rightsall business records, as shown on books, price sheets, plans, designs, schematic drawings, engineering data, and the ownership list shown on like owned by Seller and used in the attached Schedule 1.1(c)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; (d) without limiting Section 1.1(a) above, all mining claims as shown on the ownership list shown on the attached Schedule 1.1(cof Seller's rights to and under its names "National Alarm Computer Center," "NACC," "Security Maintenance Services and "Alarm Funding," ("Seller's Names"); (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 below.

Purchased Assets. Subject to On the terms and subject to the conditions set forth in this Agreement, Sellers CORPORATE SELLERS hereby agree to sell, convey, assign, transfer and deliverdeliver at the Closing, as defined herein, and Purchaser hereby agrees to HLTC INC. shall acquire and purchase from CORPORATE SELLERS, free and accept from Sellersclear of all liens, at charges and encumbrances (other than those specifically set forth in this Agreement or in the Schedules hereto), all of the assets and properties comprising the business of CORPORATE SELLERS, except those specifically excluded in Section 1B, including the following property and assets owned by CORPORATE SELLERS (whether or not reflected on the books and records of CORPORATE SELLERS as of the Closing Date Date, (as such term is defined below in Section 3.2(a))5A of this Agreement) and used in, or pertaining to, the business of CORPORATE SELLERS, wherever located, as the same shall exist at the close of business on the Closing Date: (1) all of Sellers’ rightfixed assets, title including those listed on Schedule 1A(1) attached hereto, as well as any other machinery and interest in equipment including waste treatment equipment, tools, dies, furniture, furnishings, fixtures, plant and to the following properties, assets office equipment and rights existing as of the date hereof other tangible personal property and all assignable warranties relating thereto (collectively, the “"Purchased Fixed Assets”):"); (a2) The all inventories, including supplies, chemicals, raw materials, work-in-process and finished goods (collectively, the "Purchased Inventories"); (3) all accounts receivable and notes receivable and other claims for money due CORPORATE SELLERS (collectively, the "Purchased Accounts Receivable"); (4) all credits, prepaid supplies, security deposits, other deposits, advances and other prepaid items (including prepaid insurance), and deposits and deferred charges, including those pursuant to the Contracts, as defined below (collectively, the "Purchased Prepaid Items"); (5) all rights, including unbilled revenues in and under all contracts, equipment leases, other leases, purchase and sale orders, and quotations and similar arrangements (collectively, the "Contracts"), including those listed on Schedule 1A(5); (6) all operating data and records of CORPORATE SELLERS, in any form or medium, including without limitation, books, records, ledgers, files, correspondence, sales and advertising and other promotional data, advertising materials, customer lists, credit information, cost and pricing information, supplier lists, business plans, reference catalogs, computer programs and disks, and electronic data processing software related to any of the foregoing items or otherwise related to the operations of the business of CORPORATE SELLERS (including customer and supplier list database and any accounting and financial software program disk), and including all data and records of H & L TOOL relating to its employees (collectively, the "Purchased Records"); (7) all engineering and production designs and processes, drawings, blueprints, copyrights, formulae, technology, trade secrets, know-how and other similar data of CORPORATE SELLERS (collectively, the "Purchased Drawings"); (8) all inventions, patents, patent applications, patent disclosures, trademarks, trademark applications and registrations, trade names, confidential business information (consisting of ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, pricing and cost information), copyrights, copyright applications and registrations used in the business of CORPORATE SELLERS (including all rights to use the names or marks "H & L TOOL COMPANY, INC." and B & B INDUSTRIES, INC." or derivatives thereof, or any other name, mark, ▇▇go or trade dress of CORPORATE SELLERS or any affiliate of CORPORATE SELLERS and all other rights owned, licensed or otherwise used under permits, licenses and franchises and similar authorizations used in the business of either Corporate Seller (collectively, the "Purchased Rights"); (9) the business of CORPORATE SELLERS as going concerns and all goodwill of CORPORATE SELLERS' businesses; (10) all telephone and fax numbers assigned to or used by CORPORATE SELLERS, including the business telephone number (810) ▇▇▇-▇▇▇▇ ▇▇▇ fax number (810) ▇▇▇-▇▇▇▇▇▇ Mine and the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Real Property”); (b11) water treatment plantall insurance policies; (c12) surface real estate rightsall federal, as shown on the ownership list shown state and local or other permits, licenses, franchises, approvals, registrations, certificates, orders, variances, exceptions and similar authorizations relating to CORPORATE SELLERS; (13) all agreements between H & L TOOL and its sales representatives; (14) all land, buildings, improvements, easements and rights of way listed on the attached Schedule 1.1(c1A(14);, and all easements and other rights appurtenant thereto, including the Facility and Warehouse; and (d15) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits causes of action, rights of recovery, rights of set-off and water rights; (f) all ancillary equipment used in rights of recoupment of CORPORATE SELLERS, including any rights of the foregoingCORPORATE SELLERS under any property, to include all machinerycasualty, fixtures, furniture, equipment, materials, parts, supplies, tools and workers' compensation or other tangible property owned insurance policy or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) related insurance service contract to the extent assignable, all other contracts and agreements, whether oral the same relate to any Assumed Liability or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation any casualty affecting any of the Purchased Assets; (i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 below.

Purchased Assets. Subject to Upon the terms and subject to the conditions set forth in of this Agreement, on the Closing Date, Sellers hereby agree to shall sell, transfer, assign, transfer convey and deliver, or cause to be sold, transferred, assigned, conveyed and Purchaser hereby agrees delivered, to purchase Buyer, and accept from SellersBuyer shall purchase, at free and clear of all Encumbrances and Interests (except for Permitted Encumbrances and Assumed Liabilities), the Cartilage Assets and all of the assets of Sellers (and their Affiliates, as the case may be) of every kind and description, wherever located, personal or mixed, tangible or intangible, used or held for use in or relating to the Business as the same shall exist on the Closing Date (as such term is defined below in Section 3.2(a)other than the Excluded Assets) (herein collectively called the “Purchased Assets”), including all of Sellers’ right, title and interest in of Sellers (and their Affiliates, as the case may be) in, to the following properties, assets and rights existing as of the date hereof (collectively, the “Purchased Assets”):under: (a) The ▇▇▇▇▇all raw materials, sub-▇▇▇▇▇▇ Mine assemblies, supplies, work-in-process, master cell banks, working cell banks and other cell banks, finished goods, packaging materials, samples, and other materials included in the Golden ▇▇▇▇▇▇ Mill inventory of the Business wherever located, excluding those exclusively related to collagen and related real estate NouriCel and real estate based mining claims collagen and NouriCel products (the “Acquired Real PropertyInventory”); (b) water treatment plantall of the machinery, equipment, appliances, vehicles, tools, spare parts, accessories, furniture and other personal property used or held for use in or relating to the Business, including those listed or referred to in Section 2.2(b) of the Disclosure Schedule; (c) surface real estate rightsall Contracts used or held for use in or relating to the Business, as shown on including those listed in Section 2.2(c) of the ownership list shown on the attached Schedule 1.1(c)Disclosure Schedule; (d) all mining claims as shown on personal property leases used or held for use in or relating to the ownership list shown on Business, including those listed in Section 2.2(d) of the attached Schedule 1.1(c)Disclosure Schedule; (e) all mining permits lease agreements and water rightsleasehold improvements used or held for use in or relating to the Business, including those listed or described in Section 2.2(e) of the Disclosure Schedule; (f) all ancillary equipment Governmental Permits used or held for use in any or relating to the Business, including those listed in Section 2.2(f) of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f)Disclosure Schedule; (g) all rights under: (i) contracts Intellectual Property used or held for use in or relating to the Business (including all goodwill associated therewith), including the Intellectual Property listed in Section 2.2(g) of the Disclosure Schedule (other than U.S. Patent Number 4,963,489 and all foreign counterparts thereof (pending or creating rights with respect to the Purchased Assetsin full force and effect) Docket No. 008, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “ContractsRetained Patent”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively products in development for use in or relating to the management or operation of the Purchased AssetsBusiness; (i) all books, records, files Software and papers the Contracts related thereto exclusively used or held for use in or relating exclusively to the Purchased Business and all Business Primary Assets created at any time prior to which constitute Software and the Closing (as defined Contracts related thereto, including those listed in Section 3.3(a2.2(i) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to of the Purchased AssetsDisclosure Schedule; (j) all books, records, files, invoices, Inventory records, medical vigilance records, product specifications, advertising and promotional materials, customer lists, cost and pricing information, supplier lists, business plans, catalogs, customer literature, artworks, quality control records and manuals, research and development files, records and laboratory books and credit records of customers (including all data and other information stored on discs, tapes or other media) to the extent used or held for use in or relating to the assets, properties, business or operations of the Business, the Equity Interests, the Purchased Assets or the Assumed Liabilities; provided, that Sellers may provide Buyer with copies of any such items to the extent they relate to the ATS Business; (k) all telephone, telex and telephone facsimile numbers and other directory listings used in or relating to the Business; (l) all refundable security deposits, and all benefits and rights arising from prepaid expenses and prepaid rent for or relating to the Purchased Assets or the Business; (m) all of Sellers’ and their Affiliate’s rights, claims or causes of action against third parties relating to the Business, the Purchased Assets or the Equity Interests arising out of transactions occurring prior to the Closing Date; (n) all minute books and all other propertiesbooks and records, including Tax Returns, relating to Dermagraft JV or DermEquip; and (o) all Business Primary Assets; provided that notwithstanding anything to the contrary contained in this Section 2.2, with respect to Software and the Contracts related thereto, only that Software and the Contracts related thereto which are exclusively or primarily used or held for use in or relating to the Business shall be included in the Purchased Assets; and provided, further, that notwithstanding the provisions of subsection (g) of this Section 2.2, Sellers shall sell, transfer, assign, convey and deliver, or cause to be sold, transferred, assigned, conveyed and delivered, to TJS&N, and TJS&N shall purchase, free and clear of all Encumbrances and Interests (except for Permitted Encumbrances and Assumed Liabilities), all Intellectual Property (including all goodwill associated therewith) that is used or held for use in or relating to the Business as conducted outside of the United States, other than the Retained Patent. Notwithstanding anything to the contrary contained in this Section 2.2, the parties hereto agree that all of the personal property and tangible assets located at 1▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Road, La Jolla, California 92037-1005 at the date hereof constitute and shall be included in the Purchased Assets, other than (i) those exclusively related to collagen and NouriCel, (ii) fixed assets and rights personal property exclusively related to research and development within the scope of Sellers and/or Covenantors which are used exclusively in the management or ATS Business and (iii) a reasonable amount of computer equipment required for the operation of the Purchased Assets not expressly describedATS Business subsequent to the Closing in each case as set forth in Section 2.2(B) of the Disclosure Schedule. At any time at least five days prior to the Closing, listed or Buyer in its discretion by written notice to Sellers may exclude any Contracts referred to in Section 1.2 belowSections 2.2(c), 2.2(d), 2.2(e), 2.2(g) and 2.2(i) from being assigned hereunder, and such Contracts shall not constitute Seller Agreements, and Buyer shall not acquire any rights or assume any liabilities with respect thereto. Upon Buyer’s reasonable request, Sellers shall provide additional detailed information as to the obligations under such Contracts sufficient for Buyer to make an informed assessment whether to accept an assignment and assumption of such Contracts hereunder.

Purchased Assets. Subject to On the terms and subject to the conditions set forth in this Agreement, Sellers hereby agree to Buyer shall purchase from Seller and the Subsidiaries, and Seller shall, and shall cause the Subsidiaries to, sell, convey, assign, transfer and deliverdeliver to Buyer on the Closing Date (or, and Purchaser hereby agrees with respect to purchase and accept from Sellersclause (i)(B) below, at the termination of Phase II (as defined in the Transition Services Agreement) or with respect to clause (ix) below as it relates to records of a Transferred Employee, the later of the time at which such Transferred Employee is hired by Buyer and such time as such Transferred Employee consents to the release of such records and information to Buyer in accordance with Section 5.3) (or, if not delivered at such time, at such time as the Buyer reasonably requests upon reasonable notice to Seller), all of Seller's and the Subsidiaries' right, title and interest as of the Closing Date (as such term is defined below or at the termination of Phase II in Section 3.2(a)), all the case of Sellers’ right, title and interest clause (i)(B) below) in and to the following properties, assets and rights existing as (the "PURCHASED ASSETS") free and clear of all liens, charges, encumbrances and restrictions of whatever nature other than Permitted Liens: (i) (A) the finished goods inventories of the date hereof (collectivelyProducts, the “Purchased Assets”): (a) The inventory of the Products contained in aeration ▇▇▇▇▇-▇▇▇▇▇▇ Mine and the Golden ▇▇▇▇▇▇ Mill consigned goods (including warehoused inventories and related real estate and real estate based mining claims (the “Acquired Real Property”inventories covered by purchase orders); (b) water treatment plant; (c) surface real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoingwherever located, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached INVENTORY SCHEDULE (which Schedule 1.1(fshall be initially provided as of August 31, 1999, and within fifteen business days after the Closing shall be updated and replaced for all purposes of this Agreement as of the Closing); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (iiB) to WIP and Raw Materials Inventory (as defined in Section 1.3(d)(i) below) (collectively, the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”"INVENTORY"); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all of the intellectual property rights and tangible embodiments of such rights set forth on the attached PROPRIETARY RIGHTS SCHEDULE, along with all income, royalties, damages and payments due and payable after the Closing related thereto, together with all goodwill associated therewith (but excluding in all cases any housemarks and goodwill associated therewith), and all translations, adaptations, derivations and combinations of the foregoing (and all logos related to the foregoing) and all registrations, applications and renewals for any of the foregoing; the trade secrets and confidential and proprietary information, including ideas, compositions, know-how, related processes and techniques, research and development information, drawings, specifications, designs, plans, proposals and technical data and manuals (in each case relating to the Products and including Seller's proprietary weaving technology but not to the extent related to the weaving of fiber or polyurethane tubing), set forth on the PROPRIETARY RIGHTS SCHEDULE; and the product technology and manufacturing process technology, and the licenses to or from Seller or the Subsidiaries related to any of the foregoing set forth on the PROPRIETARY RIGHTS SCHEDULE (all of the foregoing items in this paragraph, collectively, the "PROPRIETARY RIGHTS"); (ii) all of the contracts, licenses, leases, purchase orders and other agreements listed on the attached ASSUMED CONTRACTS SCHEDULE (collectively, the "ASSUMED CONTRACTS"); (iii) all of the accounts receivable to the extent dedicated to the Products and listed on the ACCOUNTS RECEIVABLE SCHEDULE (which Schedule shall be initially provided as of August 31, 1999, and within fifteen business days after the Closing shall be updated and replaced for all purposes of this Agreement as of the Closing) (the "ACCOUNTS RECEIVABLE"); (iv) all equipment, molds, tools, dies, spare parts, production and office supplies listed on the attached EQUIPMENT SCHEDULE (the "EQUIPMENT"); (v) all prepayments and prepaid expenses, employee advances and cash deposits listed on the PREPAYMENTS SCHEDULE; (vi) all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind (A) under the Assumed Contracts or (B) otherwise related to the assets and rights set forth in clauses (i) and (ii), clauses (iv) through and including (vi) and clauses (viii) through and including (xi) hereof arising after the Closing; (vii) the right to receive and retain mail and other communications related to the assets and rights set forth in clauses (i) through and including (vii) and clauses (ix) through and including (xi) hereof; (viii) the following items, in each case to the extent related to the Products or the assets and rights set forth in clauses (i) through and including (viii), and clauses (x) and (xi) hereof (and which may, at Seller's election, be redacted to the extent not related to such assets or rights): all lists, records and other information pertaining to Accounts Receivable, Transferred Employees and Products; and all lists and records pertaining to customers; and, to the extent dedicated to the Products, all studies, plans, books, recordsledgers, files and papers relating exclusively business records of every kind (including all financial, business and marketing plans and information and Tax records, regulatory compliance records (including all United States Food and Drug Administration ("FDA") 510(k) premarket notifications, FDA premarket approvals, submissions and reports to the Purchased Assets created at FDA, copies of records, manuals and procedures for assuring compliance with FDA requirements and any time prior similar reports, notifications, approvals, submissions, manuals or procedures required by or submitted to Other Authorities and all other records and materials necessary for the Products to comply with FDA requirements or the requirements of Other Authorities)) (but excluding any general corporate policies not submitted to the Closing FDA or Other Authorities); in each case whether evidenced in writing, electronic data (as defined in Section 3.3(aincluding by computer) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assetsor otherwise; (jix) any all advertising, marketing and promotional materials, all archival materials and all other properties, printed or written materials dedicated to the Products and the assets and rights of Sellers and/or Covenantors which are used exclusively set forth in clauses (i) through and including (ix), and clause (xi) hereof; and (x) to the management extent transferable, all permits, licenses, consents, certifications, authorizations, qualifications and approvals from all permitting, licensing, accrediting and certifying agencies or operation of the Purchased Assets not expressly describedbodies (whether federal, state, local or foreign) including, without limitation, all FDA 510(k) premarket notifications, FDA premarket approvals and other FDA authorizations listed or referred described on the attached TRANSFERRED PERMITS SCHEDULE to the extent dedicated to the Products or the assets and rights set forth in Section 1.2 belowclauses (i) through and including (x).

Purchased Assets. Subject Upon and subject to the terms and conditions set forth provided in this Agreement, Sellers hereby agree to Seller shall, at the Closing, convey, sell, assigntransfer, transfer assign and deliver, and Purchaser hereby agrees deliver to purchase and accept from Sellers, at and as of the Closing Date (as such term is defined below in Section 3.2(a)), Buyer all of Sellers’ Seller's right, title and interest in and to the following properties, all of its assets and rights existing as of properties (real, personal and intangible), including, but not limited to, the date hereof items specifically listed and described below and on the schedules attached hereto (but excluding Excluded Assets) (collectively, the “"Purchased Assets”"): (a) All merchandise, inventories, materials and supplies of Seller, including items in transit from vendors and also including guaranties and warranties running to the benefit of Seller with regard thereto; (b) All cash on hand and at banks, other cash items of Seller at the close of business on the Closing Date, all receivables and other accrued payments or obligations which have inured or shall inure to the benefit of Seller; (c) All machinery, equipment, office equipment, furniture, computers, leasehold improvements, fixtures, trade fixtures, supplies and other personal property owned by Seller and rights of Seller of every kind and description, tangible and intangible, and all warranties and guaranties thereto and rights of action of Seller therefor, including, without limitation, all automobiles, trucks, trailers, automotive equipment and other vehicles owned by Seller, all of which vehicles are described on Schedule 2.1(c); (d) (reserved) (e) All of the right, title and interest of Seller or its affiliates in and to all Intellectual Property of Seller, including, without limitation, any Web page or HTML site, and any and all variations or derivations thereof and in and to all logos, insignias and advertising materials bearing the names "Tour Design," "TourDesign" or "Overdrive," to the name of Seller and all brand names and trademarks and all technology and technical information related to, necessary for or used in connection with the operation of Seller's business, and all secrecy agreements of Seller or its affiliates with others, including employees, relating to disclosure, assignment or patenting of any of the foregoing; (f) All of the right, title and interest of Seller in, to and under all leases, subleases, licenses and/or other occupancy agreements affecting the real property described in Schedule 2.1(d) (individually a "Lease" and collectively, the "Leases"), the estates created thereunder and all improvements, fixtures, affixations and fittings located on the premises covered thereby owned by Seller; (g) All of the right, title and interest of Seller in and to all agreements, contracts and contract rights, purchase and sales contracts and orders, license agreements, franchises, booking agreements, trade and barter agreements and all other agreements and contracts relating to or necessary for the operation of Seller's business ("Contracts"), including, without limitation, those listed or described on Schedule 2.1(g) and to all Governmental Authorizations listed or described on Schedule 5.7; (h) All claims, deposits, credits and prepaid items, refunds, causes of action, choses in actions, pending litigation, judgments, settlements, rights of recovery, rights of set-off, rights of recoupment and demands on others of every kind and nature relating to the Purchased Assets or related to or arising from the operation of Seller's business, whether now existing or hereafter arising; (i) All original files and records of Seller (including all financial records and computer runs and programs related thereto) pertaining to the Purchased Assets and all other books, records, files, documents, correspondence, reports and lists of suppliers and customers including, but not limited to, general ledger, all sales and credit records, accountants' working papers, advertising and sales material, literature and personnel and payroll records of Seller (provided, however, that Tax Returns may be copies) (the "Records"), to which Seller shall have access pursuant to Section 8.4(a); (j) The ▇▇▇▇▇-Seller as a going concern and the goodwill thereof; and (k) All other assets, properties, rights and the entire business, of every kind and nature, owned or held by Seller or in which Seller has an interest (except for the Excluded Assets), known or unknown, fixed or unfixed, ▇▇▇▇▇▇ Mine and the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Real Property”); (b) water treatment plant; (c) surface real estate rightsor inchoate, as shown on the ownership list shown on the attached Schedule 1.1(c); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoingaccrued, to include all machineryabsolute, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned contingent or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assetsotherwise, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or specifically referred to in Section 1.2 belowthis Agreement, including, without limitation, all Governmental Authorizations, securities, automobiles, trucks and trailers.

Purchased Assets. Subject to On the terms and subject to the conditions set forth ---------------- contained in this Agreement, Sellers hereby agree to on the Closing Date, Buyer shall purchase from Seller or Shareholder, and Seller or Shareholder shall sell, convey, assign, transfer and deliverdeliver to Buyer, free and Purchaser hereby agrees clear of all Liens (except for the Permitted Encumbrances and the Assumed Liabilities) by appropriate special warranty deeds, bills of sale, assignments and other instruments reasonably satisfactory to purchase Buyer and accept from Sellersits counsel, at all assets, properties, rights, titles and interests of every kind and nature owned or leased by Seller or Shareholder (including indirect and other forms of beneficial ownership) as of the Closing Date Date, which are used in or otherwise associated with the Business (as such term is defined below in Section 3.2(aincluding, without limitation, all assets located on the premises of the Business)), whether tangible, intangible, real or personal and wherever located and by whomever possessed, including, without limitation, all of Sellers’ right, title and interest in and to the following propertiesassets used in or otherwise associated with the Business, assets and rights existing as of the date hereof but excluding all Excluded Assets (collectively, the “"Purchased Assets”):"): ---------------- (ai) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine and the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Real Property”)all Accounts Receivable; (bii) water treatment plantall prepayments and prepaid expenses; (ciii) surface all interests in real estate rights(including, as shown on the ownership list shown on the attached Schedule 1.1(c); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoingwithout limitation, to include all machineryland, buildings, fixtures, furniturefittings and improvements thereon, equipmentand easements, materialslicenses, partsrights of way, suppliespermits, tools and the other tangible property appurtenants thereto, including appurtenant rights in and to public streets, whether or not vacated), whether owned in fee, leased (except as set forth in Section 2.01(b)), subleased or controlled otherwise owned by Seller and/or Covenantors, or Shareholder and used in connection with the Purchased Assets operation of the Business; (iv) all inventory, raw materials, manufactured and purchased parts, work-in-process, finished goods, supplies and packaging materials, and all growing stock and Day Lilly clumps located on at Seller's Illinois facilities or about in transit to Seller's South Carolina facilities; (v) all fixed assets, including all machinery, equipment, tools, dies, jigs, molds, patterns, furniture, automobiles, trucks, tractors, trailers and other vehicles, spare parts and supplies, computers and all related equipment, telephones and all related equipment and all other tangible personal property; (vi) all rights existing under supply and distribution agreements and arrangements, sales and purchase agreements and orders, under all Contracts, agreements and arrangements entered into in the Acquired Real Property (the “Purchased Equipment”) as set forth ordinary course of business in a manner consistent with past custom and practice including, without limitation, those listed on the attached Schedule 1.1(f)"Contracts Schedule" and ------------------ the attached "Leases Schedule"; --------------- (vii) all distribution systems and networks (including, without limitation, all rights to employ sales representatives) and all rights to hire employees; (gviii) all lists and records pertaining to customers (whether past or current), suppliers, distributors, personnel and agents and all other books, ledgers, files, documents, correspondence, computer programs, studies, reports, creative and advertising materials, business records and all other printed or written material of every kind and nature; (ix) all claims, deposits, prepayments (including, without limitation, payments received for goods not yet delivered by Seller), warranties, guarantees, refunds, causes of action, rights under: (i) contracts relating to or creating of recovery, rights with respect to cash advances or other loans to employees, rights of set-off and rights of recoupment of every kind and nature, other than those relating exclusively to Excluded Assets or Excluded Liabilities; (x) all patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice); all registered and unregistered statutory and common law copyrights; all registrations, applications and renewals for any of the Purchased Assetsforegoing; all trade secrets, whether oral or written confidential information, ideas, formulae, compositions, know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, improvements, proposals, technical and computer data, financial, business and marketing plans, and customer and supplier lists and related information; all license agreements and sublicense agreements to and from third parties relating to any of the foregoing; all other proprietary rights (the “Contracts”including, without limitation, all computer software and documentation); and all copies and tangible embodiments of the foregoing (iiin whatever form or medium) (all of the foregoing (other than items constituting Excluded Assets) are referred to herein as the "Proprietary Rights"); all income, royalties, damages and ------------------- payments due at Closing or thereafter with respect to the extent assignable, Proprietary Rights and all other contracts rights thereunder including, without limitation, damages and agreementspayments for past, whether oral present or writtenfuture infringements or misappropriations thereof, used by Sellers and/or Covenantors the right to ▇▇▇ and recover for past, present or future infringements or misappropriations thereof; all rights to use all of the foregoing forever and all other rights in, to, and under the foregoing in the operation United States of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”)America; (hxi) all permits, authorizations licenses, franchises, orders, registrations, certificates, variances, approvals and licenses used by Sellers and/or Covenantors exclusively in similar rights obtained from governments and governmental agencies, including, without limitation, those listed on the management or operation of attached "Licenses Schedule" and all data and records ----------------- pertaining thereto; (xii) all trademarks, service marks, trade names, trade dress, logos and corporate names and all goodwill associated therewith; (xiii) all goodwill as a going concern and associated with the Business and the Purchased Assets; (ixiv) all booksinsurance, records, files warranty and papers relating exclusively to the Purchased Assets created at any time prior to condemnation proceeds received after the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors Date with respect to damage, other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively non-conformance of or loss to the Purchased Assets; (jxv) any all rights to receive mail and all other properties, assets communications addressed to Seller and rights of Sellers and/or Covenantors which are used exclusively in relating to the management Business or operation of the Purchased Assets not expressly describedincluding, listed without limitation, Accounts Receivable payments; and (xvi) all books, records, ledgers, files, documents, correspondence, lists, studies and reports and other printed or referred to written materials, except as set forth in Section 1.2 below2.01(b) (v) hereof.

Purchased Assets. Subject to Upon the terms and subject to the conditions set forth in of this Agreement: (a) on the Closing Date, Sellers hereby agree to Seller shall sell, transfer, assign, transfer convey and deliverdeliver to Buyer (and/or to one or more subsidiaries designated by Buyer), and Purchaser hereby agrees to Buyer shall purchase from Seller, on a going concern basis, free and accept from Sellers, at and as clear of the Closing Date all Encumbrances (as such term is defined below in Section 3.2(a)except for Permitted Encumbrances), all of Sellers’ right, title and interest in of Seller in, to and to under all of the following properties, assets and rights existing as properties of Seller listed or referred to in this SECTION 2.1(A) (other than the date hereof (collectivelyExcluded Assets) of every kind and description, the “Purchased Assets”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine wherever located, real, personal or mixed, tangible or intangible, and the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Real Property”); (b) water treatment plant; (c) surface real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about Business as the Acquired Real Property (the “Purchased Equipment”) as set forth same shall exist on the attached Schedule 1.1(f); Closing Date (gherein together with the Canadian Assets collectively called the "PURCHASED ASSETS") all rights under: (i) contracts relating to including, without limitation or creating rights with respect to duplication, the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets;following: (i) all booksof the assets reflected on the Statement of Assets, records, files except for the Canadian Assets and papers relating exclusively to those disposed of or converted into cash after the Purchased Statement of Assets created at any time prior to Date in the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assetsordinary course of business; (jii) any all raw materials, supplies, work-in-process, finished goods and all other propertiesmaterials used in the production or distribution of, assets and rights or which are, Filter Products located at the Yankton Plant, the Knoxville Facility, the warehouse facilities (including, without limitation, the Valk Industries facility) leased by the Seller or the building designated as "Warehouse #3" which is a part of Sellers and/or Covenantors the Hastings Michigan plant; (iii) the Governmental Permits listed in SCHEDULE 5.9 which are used exclusively then transferable to Buyer; (iv) the Owned Real Property and options to acquire real property listed in SCHEDULE 5.10 including, without limitation, the management Yankton Plant and the Knoxville Facility; (v) the real estate leases and leasehold improvements listed or operation of described in SCHEDULE 5.11; (vi) the Purchased Assets not expressly describedmachinery, equipment, vehicles, furniture and other personal property listed or referred to in Section 1.2 below.SCHEDULE 5.13 (which Schedule shall include all machinery, equipment, vehicles, furniture and similar items located at the Yankton Plant and the Knoxville Facility (other than Excluded Assets) and such machinery, equipment, vehicles, furniture and items located at the Hastings Michigan Plant and used exclusively in the Business);

Purchased Assets. Subject to the terms and conditions set forth in of this AgreementAgreement and pursuant to Section 363 of the Bankruptcy Code (and Section 365 of the Bankruptcy Code with regard to the Facility Lease), Sellers hereby agree to sellat the Closing, assign, transfer and deliverSeller, and Purchaser MTS with regard to the MTS Real Property, hereby agrees sells, transfers, assigns and delivers to purchase Buyer, free and accept clear of any and all Liens and Claims, and Buyer hereby purchases and acquires from SellersSeller, and MTS with regard to the MTS Real Property, all right, title and interest of Seller, and MTS with regard to the MTS Real Property, in and to all of the following properties, assets, and rights owned, used, or acquired for use in connection with Seller's business, whether tangible or intangible, and whether or not recorded on Seller's books and records, as the same exist at the Closing (collectively, the "Purchased Assets"): (a) All of Seller's cash and cash items, notes and accounts receivable (trade and other, except $54,684 of the account receivable from Glasgow Pharmaceutical Corporation); (b) All raw materials and raw material components used in the Seller's packaging process and in the Seller's possession or otherwise reflected on the Seller's books as of the Closing Date Date, including, without limitation, any prepaid items; (c) All inventories related to Seller's business, including, without limitation, all finished goods and work-in-process inventories; (d) All equipment (including computer equipment), dies, supplies, furniture, fixtures, leasehold improvements and other fixed or tangible assets related to Seller's business; (e) The Vangard Real Property conveyed to Buyer by the Vangard Deed; (f) The MTS Real Property conveyed to Buyer by the MTS Deed; (g) The Facility Lease, so long as such lease is validly assigned to Buyer pursuant to Section 365 of the Bankruptcy Code, the Vangard License Agreement and the Vangard Non-Competition Agreement (collectively, the "Assumed Contracts"); (h) All regulatory permits, licenses and other documents of Seller, incident to the operation of its business, to the extent that the same may be legally assigned; (i) All software (including, without limitation, source code and related documentation) know how, patents, trademarks, trade names, trade dress and service marks, and the goodwill associated with the foregoing, developments, inventions, and all other intellectual property owned by Seller (the "Intellectual Property"), except the Intellectual Property subject of the Vangard License Agreement; (j) All of Sellers' rights or licenses to use software (including, without limitation, source code and related documentation) know how, patents, trademarks, trade names, trade dress, service marks, developments, inventions and other intellectual property used in, or related to, Seller's business or the Purchased Assets; (k) All files, books, records, and data (written, electronic, or in any other form), related to, or associated with, Seller's business or the Purchased Assets; (l) All rights in and to Seller's corporate name and all variants thereof, and all rights to use of Seller's corporate name as a trademark, tradename, trade dress or service mark; (m) All other assets included in the Debtor's Estate (as such term is defined below in Article I of the Plan), and all other assets currently used or usable in connection with Seller's business, whether owned of record by Seller, Shareholder, MTS or by any other entity affiliated with MTS, other than the Retained Assets as provided in Section 3.2(a))2.3 hereof; and (n) Any and all causes of action associated with the Purchased Assets described above, with the exception of those causes of action provided in Section 2.3 hereof. To the extent necessary for Buyer to acquire all of Sellers’ right, title and interest in and to the following properties, assets and rights existing as of the date hereof (collectively, the “Purchased Assets”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine , MTS and the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Real Property”); (b) water treatment plant; (c) surface real estate rightsShareholder, as shown on the ownership list shown on the attached Schedule 1.1(c); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: hereby (i) contracts relating consent to such sale, transfer, assignment and delivery to Buyer, (ii) agree to execute and deliver any and all necessary documentation, either before or creating rights with respect after the Closing, to vest in Buyer all right, title and interest in and to the Purchased Assets, whether oral or written (the “Contracts”); and (iiiii) acknowledge that, except for the MTS Real Property, Seller owns or has the right to the extent assignable, use and transfer all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 below.

Purchased Assets. Subject to the terms and conditions set forth in of this Agreement, Sellers hereby agree to on the Closing Date and at the Closing, Seller shall, and shall cause the other Seller Entities to, sell, assign, transfer and deliverconvey to Purchaser, and Purchaser hereby agrees to purchase shall purchase, acquire and accept from Sellers, at and as of the Closing Date (as such term is defined below in Section 3.2(a))Seller Entities, all of Sellersthe Seller Entities’ right, title and interest in and to the following properties, assets and rights existing as of the date hereof Closing in, to and under the following (collectively, the “Purchased Assets”): (ai) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine and One hundred percent (100%) of the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims equity interest (the “Acquired Real PropertyPurchased Entity Shares”) in the entities listed on Section 2.4(a)(i) of the Seller Disclosure Schedules (each, a “Purchased Entity”, and, collectively, the “Purchased Entities”); (ii) the issued and outstanding equity interests held by the Seller Entities or any other Affiliate of Seller (the “Purchased Consolidated Venture Interests” and together with the Purchased Entity Shares, the “Purchased Consolidated Company Interests”), in each of the entities listed on Section 2.4(a)(ii) of the Seller Disclosure Schedules (each, a “Purchased Consolidated Venture” and with the Purchased Entities, the “Purchased Consolidated Companies”); and (iii) the issued and outstanding equity interests held by the Seller Entities or any other Affiliate of Seller (the “Purchased Non-Consolidated Venture Interests,” and together with the Purchased Consolidated Venture Interests, the “Purchased Venture Interests”) in each of the entities listed on Section 2.4(a)(iii) of the Seller Disclosure Schedules (each, a “Purchased Non-Consolidated Venture,” and together with the Purchased Consolidated Ventures, the “Purchased Ventures”); (b) water treatment plantOther than as set forth on Section 2.5(e) of the Seller Disclosure Schedules, (i) all Contracts entered into by Seller, any Purchased Entity or any of their respective Affiliates, on the one hand, and any customer of the Business, on the other hand, for the provision of services by the Business to such customer (together with any amendments, supplements, exhibits and annexes thereto, the “Purchased Customer Contracts”), including each Contract set forth on Section 2.4(b)(i)-1 of the Seller Disclosure Schedules and each Contract set forth on Section 2.4(b)(i)-2 of the Seller Disclosure Schedules, (ii) all Contracts entered into by Seller, any Purchased Entity or any of their respective Affiliates on behalf of the Business, on the one hand, and any third-party supplier or service provider that is not an Affiliate of Seller, on the other hand, for the provision of services by such third-party supplier or service provider to the Business or to the customer on behalf of the Business in connection with the performance of any Purchased Customer Contract (together with any amendments, supplements, exhibits and annexes thereto, the “Third-Party Account-Level Supplier Contracts”), including each Contract set forth on Section 2.4(b)(ii) of the Seller Disclosure Schedules, (iii) all Contracts entered into by Seller, any Purchased Entity or any of their respective Affiliates on behalf of the Business, on the one hand, and either (A) any Affiliate of Seller on behalf of any JCI Retained Business, on the other hand or (B) any of the Brookfield JVs or their Affiliates, on the other hand, in each case for the provision of goods or services by such JCI Retained Business or such Brookfield JV (or its Affiliate), as applicable, to the Business or to the customer on behalf of the Business in connection with the performance of any Purchased Customer Contract (the “Affiliated Account-Level Supplier Contracts”), in each case (x) to the extent set forth on Section 2.4(b)(iii) of the Seller Disclosure Schedules or (y) if not set forth on Section 2.4(b)(iii) of the Seller Disclosure Schedules, to the extent such Affiliated-Account Level Supplier Contract constitutes a purchase order on terms no less favorable to the Business than arms’ length market terms would be, containing a purchase requirement for the Business to purchase during the twelve (12)-month period immediately following, or pursuant to which the Business has purchased during the twelve (12)-month period immediately preceding, the date hereof, in each case, in the aggregate, no more than $500,000 of goods and/or services, (iv) any Pre-Closing Assumed Affiliated Account Service Agreement, and (v) all other Contracts (other than Intercompany Arrangements, Equipment Leases, Transferred Leases, the governing documents with respect to the Purchased Entities and the Purchased Ventures and the licenses and agreements included in the Business Intellectual Property), which are primarily related to, or primarily used in, the Business which are entered into by Seller, any Purchased Entity or any of their respective Affiliates on behalf of the Business, on the one hand, and any third-party supplier or service provider that is not an Affiliate of Seller, on the other hand (collectively, such Contracts as described in this clause (b) the “Assumed Contracts”); (c) surface The leasehold interests of Seller, any Purchased Company and each of their respective Affiliates in all Transferred Leases, including (x) any prepaid rent, security deposits and options to purchase in connection therewith and (y) the right, title or interest in and to any fixtures, structures or improvements appurtenant to, or located on, such real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c)property; (d) (i) Sequentra (and all mining claims as shown on Intellectual Property related thereto), (ii) the ownership list shown on GWS Name and GWS Marks and (iii) all other Intellectual Property owned by or licensed to Seller, any Purchased Entity or any of their respective Affiliates that are primarily related to, or primarily used in, the attached Schedule 1.1(cBusiness, including such Intellectual Property listed in Section 2.4(d)(iii) of the Seller Disclosure Schedules (clauses (i), (ii) and (iii), collectively, the “Business Intellectual Property”); (e) All Tangible Personal Property and interests therein, including all mining permits the equipment, vehicles, machinery, tools, spare parts, furniture and water rightsother tangible personal property owned, leased or licensed by Seller, a Purchased Entity or any of their respective Affiliates, and primarily related to, or primarily used in, the Business, including (i) any and all Tangible Personal Property located on the premises of the customer locations serviced under the Purchased Customer Contracts (the “Customer Locations”) used or held for use pursuant to such Purchased Customer Contracts, or on the premises of the Transferred Leases and (ii) the Tangible Personal Property listed in Section 2.4(e)(ii) of the Seller Disclosure Schedules; (f) Any and all ancillary equipment used in any trade receivables (whether current or non-current) and other accounts receivable of the foregoing, Business as of immediately prior to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned the Closing or controlled by Seller and/or Covenantors, used in connection with arising out of the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f)Assumed Contracts; (g) Any and all rights under: prepaid expenses and security deposits (i) contracts relating primarily related to, or primarily used in, the Business as of immediately prior to the Closing or (ii) arising out of the Assumed Contracts, Transferred Leases and Equipment Leases; (h) Any and all supplies and other inventories primarily related to, or primarily used in, the Business, including any such supplies and other inventories located at the Customer Locations; (i) Any and all goodwill, if any, in each case primarily related to or creating associated with the Business; (j) All Business Permits primarily related to, or primarily used in, the Business (the “Transferred Permits”), including those listed on Section 2.4(j) of the Seller Disclosure Schedules; (k) All Purchased Company Benefit Plans, including any and all assets, trust agreements or any other funding Contracts related to the Purchased Company Benefit Plans; (l) Except as set forth in Section 2.5(k), 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 non-contingent) at any time arising out of or related to the Purchased Assets or Assumed Liabilities or otherwise primarily related to the Business (including all rights and claims under any and all warranties extended by suppliers, vendors, contractors, manufacturers and licensors in favor of Seller, a Purchased Entity or any of their respective Affiliates in relation to any of the Purchased Assets or otherwise primarily related to Business), and the right to retain all proceeds and monies therefrom; (m) All rights to insurance pursuant to Section 5.10 and all insurance proceeds actually received (without deduction for any payments Seller or its Affiliates is obligated to make to a third-party insurer in connection with self-insurance or co-insurance from Seller or its Affiliates, other than the deductible of the Business as of the date of this Agreement) from third parties by Seller or any of its Affiliates under any insurance policy written prior to the Closing with respect to (A) the Purchased Assets prior to the Closing (other than such proceeds to the extent used to purchase replacement assets that are included in the Purchased Assets) or (B) any Assumed Liabilities; (n) Any refund or credit of Taxes to the extent included as an asset in the calculation of Closing Working Capital on the Post-Closing Statement (as adjusted pursuant to Section 2.9(d)); (i) Sole ownership of all copies and originals of any and all documents, whether oral instruments, papers, books, records (other than Tax Returns and other books and records related to Taxes (other than Tax Returns and other books and records related to Taxes of the Purchased Companies)), books of account, personnel records, files and data (including customer and supplier lists, and repair and performance records), catalogs, brochures, sales literature, promotional materials, certificates and other documents, in any form or written media (the including print, electronic and digital) (“ContractsBooks and Records”); , to the extent exclusively used in or exclusively relating to the Business and (ii) a non-exclusive right to use, and a copy in a mutually agreed format of, all other Books and Records to the extent assignablerelated to or used in the Business, all in each case in the possession of Seller, any Purchased Entity or any other contracts Seller Entity, other than personnel and agreementsemployment records for employees and former employees who are not Business Employees; provided, that, with respect to any such Books and Records that are Purchased Assets pursuant to clause (o)(i), the Seller Entities shall be permitted to keep (A) one (1) copy of such Books and Records solely to the extent required to demonstrate compliance with applicable Law or pursuant to internal compliance procedures, (B) copies of such Books and Records to the extent related to any Excluded Assets and (C) such Books and Records in the form of so-called “back-up” electronic tapes in the ordinary course of business; (p) All Restricted Cash and Cash Amounts of the Purchased Companies as of 11:59 p.m. on the Business Day immediately preceding the Closing Date; and (q) All other assets, properties, Contracts and claims of every kind and description, wherever located, real, personal or mixed, tangible or intangible, whether oral owned, leased or writtenlicensed, used by Sellers and/or Covenantors that are primarily used, or held primarily for use, in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors Business, other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation asset of the Purchased Assets not expressly described, listed type or referred to character described in Section 1.2 below2.4(a) through (p).

Purchased Assets. Subject to On the terms and subject to the conditions set forth hereof and in this Agreementconsideration of the Purchase Price to be paid to the Seller by the Buyer, Sellers the Buyer hereby agree to sell, assign, transfer purchases and deliveracquires from the Seller, and Purchaser the Seller hereby agrees sells, conveys, assigns, transfers and delivers to purchase and accept from Sellers, at and as of the Closing Date (as such term is defined below in Section 3.2(a))Buyer, all of Sellers’ the Seller’s right, title and interest in and to the following all assets, properties, assets rights and rights existing as interests, of any kind and description pertaining to the date hereof Business (whether personal, tangible or intangible, or fixed, contingent or otherwise), wherever located and by whomever possessed, owned, licensed or leased by the Seller, other than the Excluded Assets (collectively, the “Purchased Assets”):), free and clear of all Liens, including, without limitation, the following: (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine all of the Seller’s Contracts and the Golden ▇▇▇▇▇▇ Mill business arrangements, including, without limitation, sales and related real estate purchase orders, confidentiality, vendor, agent, agency, carrier, broker and real estate based mining claims service agreements, all of which are listed on Schedule 1.1.1(a) (collectively, the “Acquired Real Property”); (b) water treatment plant; (c) surface real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Assigned Contracts”); (hb) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased AssetsIntellectual Property owned by the Seller, including but not limited to the name “Mid Atlantic Insurance Services”; (ic) all booksAccounts Receivable, recordsother receivables, files prepaid insurance, other prepaid expenses related to the Business for services provided prior to the Closing Date; d) Seller’s Appulate Master Agreement; e) Seller’s Vertafore Master Agreement including but not limited to the account management software (AIMS); f) Seller’s office equipment, furniture and papers relating exclusively telephone numbers; g) 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 created at any time prior or the Assumed Liabilities and all rights of the Seller under or pursuant to all warranties, representations and guarantees made by Persons to the Closing Seller with respect to the Business (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assetsthose that are Excluded Assets or Excluded Liabilities); (jh) any all of the Seller’s advertising, marketing, training and promotional materials and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management printed or operation written materials; i) all of the Purchased Assets Seller’s lists, records and other information in written or electronic form, pertaining to suppliers and customers (including, without limitation, customer lists, customer mailing lists and customer sales files); lists, records and other information pertaining to accounts, referral sources; books, ledgers, files, documents, correspondence and business and accounting records of every kind (including, without limitation, all financial, business and marketing plans); provided, however that Buyer acknowledges and agrees that some of the information relating to suppliers and customers is not expressly described, listed exclusive to the Seller and the Business and accordingly Seller and its Affiliates are entitled to retain copies of such information to the extent such information relates to the Permitted Companies or referred to in Section 1.2 belowtheir respective businesses; and j) all goodwill of the Seller as a going concern and all other intangible property of the Seller.

Purchased Assets. Subject to the terms and conditions set forth in this Agreement, Sellers Seller hereby agree agrees to sell, assigncontribute, convey, transfer and deliverassign to Purchaser, free and clear of all Liens except Permitted Liens, and Purchaser hereby agrees to purchase and accept from SellersSeller, at and effective as of the Closing Date (as such term is defined below in Section 3.2(a))Effective Time, all of Sellers’ rightthe assets of Seller other than the Excluded Assets, title and interest in and to including the following propertiesassets, assets properties and rights existing as of the date hereof (collectively, the “Purchased Assets”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine all fixed assets, including furniture, furnishings, fixtures, leasehold improvements, office equipment, telecommunications equipment, computer systems, mobile equipment and other tangible personal property owned by Seller or used or held for use in connection with the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims conduct of the Business, including the items listed or described in Schedule 1.1(a) of Seller’s Disclosure Letter (collectively, the “Acquired Real Owned Personal Property”); (b) water treatment plantall interests of Seller under (i) that certain Office Lease, dated August 7, 2015, by and between Highwoods Realty Limited Partnership and Seller, as amended by that First Amendment to Lease Agreement, dated April 26, 2017 (the “Office Lease”), (ii) the Management Agreement and (iii) the other Contracts set forth on Schedule 1.1(b) of Seller’s Disclosure Letter (collectively, the “Assumed Contracts”); (c) surface real estate rightsall files and records (other than Excluded Records), including but not limited to files and records relating to (i) the REIT, Purchaser and the operations of the business of the REIT and Purchaser, (ii) the Purchased Assets; (iii) all Tax Returns, Tax filings or other Tax records not specifically treated as shown on Excluded Assets in Section 1.2; (iv) liabilities assumed by Purchaser pursuant to this Agreement; (v) all supplier files, asset ledgers and financial records; (vi) all relationships with self-storage developers and other customers of the ownership list shown on REIT; and (vii) to the attached Schedule 1.1(cextent permitted by Applicable Law, Continuing Employees, including copies of all personnel files of Continuing Employees, in each case, with respect to the Business (the “Files and Records”); (d) to the extent transferable or assignable by their terms and pursuant to Applicable Law, all mining claims as shown licenses, permits, approvals, authorizations, registrations, certificates, variances or similar rights issued by any Governmental Authority for the Business, including those set forth on Schedule 1.1(d) of Seller’s Disclosure Letter (the ownership list shown on the attached Schedule 1.1(c“Assigned Permits”); (e) all mining permits and water rightsaccounts receivable of the Business outstanding as of the Effective Time, including, to the extent not paid as of the Effective Time, those set forth on Schedule 1.1(e) of Seller’s Disclosure Letter (the “Accounts Receivable”); (f) all ancillary equipment used in any of the foregoingprepayments, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools prepaid expenses and other tangible property owned or controlled deposits paid by Seller and/or Covenantorswith respect to the Business, used in connection with the Purchased Assets including lease, security and located on or about the Acquired Real Property utility deposits and prepayments under any Assumed Contract (the “Purchased EquipmentPrepaid Items”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to of Seller under non-disclosure or creating rights confidentiality, non-compete, or non-solicitation agreements with respect to the Purchased Assets, whether oral Employees or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”)with third parties; (h) all permits, authorizations Employee Plans and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assetstrusts and other assets attributable thereto; (i) all booksSeller Insurance Policies and insurance benefits, recordsincluding rights and proceeds, files arising therefrom, and papers all other insurance benefits, including rights and proceeds arising from or relating exclusively to the Business, the Purchased Assets created at any time prior to or the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased AssetsAssumed Liabilities; (j) any all claims of Seller against third parties arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities (including rights and proceeds arising therefrom); (k) all other propertiesIntellectual Property owned, assets and rights of Sellers and/or Covenantors which are licensed, used exclusively or held for use by Seller in connection with the management or operation of the Purchased Assets not expressly describedBusiness, listed including the software, websites, domain names, forms and tradenames set forth on Schedule 3.14(a) of Seller’s Disclosure Letter (collectively, the “Seller Intellectual Property”); (l) all goodwill relating to the Business; and (m) all other assets or referred interests (other than Excluded Assets) to which Seller or any of its Affiliates has any right by ownership, use or otherwise, or in Section 1.2 belowwhich Seller has a conveyable or assignable interest on the Closing Date and which relate to the Business.

Purchased Assets. Subject to Upon the terms and subject to the conditions set forth in this Agreementcontained herein, Sellers hereby agree to on the Closing Date, Seller will, or will cause its Subsidiaries to, as the case may be, sell, assignconvey, transfer transfer, assign and deliverdeliver to Buyer and/or one or more Affiliates of Buyer, and Purchaser hereby agrees to Buyer will, or will cause one or more of its Affiliates to, as the case may be, purchase and accept acquire from SellersSeller or its Subsidiaries, at and as of the Closing Date (as such term is defined below in Section 3.2(a))case may be, all of Sellers’ the legal and beneficial right, title and interest of Seller and its Subsidiaries, as the case may be, in and to all of the following properties, assets assets, contracts and rights existing as of the date hereof whatever kind or nature, real or personal, tangible or intangible, wherever located (collectively, the “"Purchased Assets”"): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine and the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Real Property”); (b) water treatment plant; (c) surface real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all of the issued and outstanding shares of capital stock of ACFI (the "ACFI Shares"), by delivery to Buyer of certificates representing the ACFI Shares endorsed for transfer to Buyer or accompanied by stock powers duly executed in blank; (ii) all of the issued and outstanding shares of capital stock of AIFI (the "AIFI Shares"), by delivery to Buyer of certificates representing the AIFI Shares endorsed for transfer to Buyer or accompanied by stock powers duly executed in blank; (iii) the assets listed on Schedule 2.1(a)(iii) hereto (the "Purchased Investment Assets"), by delivery to Buyer of certificates endorsed for transfer, membership agreements amended to replace Seller or its Subsidiaries, as the case may be, with Buyer, or other indicia of ownership required by Buyer, to evidence transfer of the Purchased Investment Assets to Buyer. (iv) other purchased assets listed on Schedule 2.1(a)(iv) hereto (the "Other Purchased Assets"), by delivery to Buyer of certificates endorsed for transfer, membership agreements amended to replace Seller or its Subsidiaries, as the case may be, with Buyer, or other indicia of ownership required by Buyer, to evidence the transfer of the Other Purchased Assets to Buyer; (v) the minutes books, stockholder and transfer records, files Tax Returns and papers accounting records of the Acquired Companies; (vi) all Loan Files, Contracts, rights under Contracts, claims, refunds, causes of action and copies of Tax Returns and accounting records relating exclusively to the Purchased Investment Assets created at any time prior to and the Other Purchased Assets; and (vii) all Retained Investment Proceeds received (other than in the form of cash) from the Cut-Off date through the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 belowDate.

Purchased Assets. Subject to Section 2.2, the terms and conditions set forth in this Agreement, Sellers hereby agree to sell, assign, transfer and deliver, and Purchaser hereby agrees to purchase and accept from Sellers, at and as "Purchased Assets" shall consist of all of the Closing Date (as such term is defined below in Section 3.2(a)), all Company's and each of Sellers’ its Subsidiaries' entire right, title and interest in and to the following propertiesfollowing, assets and rights existing as of the date hereof (collectively, the “Purchased Assets”):wherever located: (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine and all of the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims outstanding shares of capital stock or other equity interests of the Subsidiaries of the Company set forth in Section 2.1(a)(i) of the Disclosure Letter (collectively with the “Acquired Real Property”direct or indirect Subsidiaries of such Subsidiaries, the "Transferred Subsidiaries"); (b) water treatment plantall Owned Real Property and all rights of the Company in respect of the Leased Real Property (including subleaseholds) described in Section 6.14 of the Disclosure Letter and all improvements, fixtures, and fittings thereon, and easements, rights-of-way, and other appurtenants thereto (such as appurtenant rights in and to public streets) (collectively, the "Real Property"); (c) surface real estate rightsall tangible personal property, as shown on including machinery, equipment, furniture, vehicles, trailers, tools, instruments, spare parts, inventories (including, without limitation, raw materials, purchased goods, goods and work in process, supplies (including storeroom supplies) and finished goods), pallets, office and laboratory equipment, materials, fuel and other similar personal property not normally included in inventory, that relates primarily to the ownership list shown on Business or is otherwise included in the attached Schedule 1.1(cPurchased Assets (collectively, the "Tangible Personal Property"); (d) all mining warranties and all claims as shown on in respect of deposits, prepayments and refunds and rights of set off against third parties that relate primarily to the ownership list shown on the attached Schedule 1.1(c)Business; (e) any and all mining permits and water rightsrights of an insured party in respect of insurance claims to the extent related to the Business or to the Purchased Assets, all to the extent provided in the Insurance Claims Agreement; (f) all ancillary equipment used Permits, Orders and similar rights obtained from Governmental Entities, that relate primarily to the Business, the Owned Real Property, the Leased Real Property or are otherwise included in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about Assets, but only to the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f)extent transferable by their terms; (g) copies of all rights under: (i) contracts relating to books, records, ledgers, files, documents, correspondence, customer files, supplier lists, parts lists, vendor lists, lists, plats, architectural plans, drawings and specifications, creative materials, advertising and promotional materials, studies, reports, and other similar printed or creating rights with respect written commercial materials, that relate primarily to the Purchased AssetsBusiness, whether oral the Owned Real Property, the Leased Real Property or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors are otherwise included in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”)or that are owned by the Transferred Subsidiaries; (h) all permitsagreements, authorizations contracts, leases, subleases, indentures, mortgage documents and licenses used by Sellers and/or Covenantors exclusively commitments, instruments, documents and commitments creating security interests, guarantees, customer orders, purchase orders, dealer and distributorship agreements, supply agreements, licenses, sublicenses, joint venture agreements, partnership agreements and other similar arrangements and commitments and rights thereunder, that relate primarily to the Business or to the Purchased Assets (collectively, but excluding this Agreement and the Ancillary Agreements, "Contracts"), including, without limitation, those Contracts set forth in the management or operation Section 6.4 of the Purchased AssetsDisclosure Letter, the Consultancy Agreements and Collective Bargaining Agreements listed in Section 6.7(a) of the Disclosure Letter and any agreement to which an Available Employee is a party; (i) all booksaccounts and notes receivable arising in respect of the operation of the Business; (j) the Business-Related Intellectual Property; (k) the tangible or physical materials embodying all computer software, recordsproduct literature and advertising material, files specifications, credit information, inventory, marketing, personnel, financial, title and papers relating exclusively other documents, data and similar information and material, however stored, that relate primarily to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively Business or to the Purchased Assets; (jl) any the cash, cash equivalents and short term investments held by the Transferred Subsidiaries (other than Carter-Horner Inc.) as of the Closing Date; (m) $1,000,00▇ ▇▇ ▇▇▇▇▇▇▇▇e value of cash, cash equivalents and short term investments held by Carter-Horner Inc. (the "Carter-Horner Retained Cash Amount"); (▇) ▇▇▇ assets in r▇▇▇▇▇▇ ▇▇ ▇▇▇ Assumed Pension Plan and the life insurance policies underlying the Split Dollar Agreements listed on Section 6.7(a) of the Disclosure Letter and the assets, if any, transferred in accordance with Section 9.1(h); and (o) all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Company or any of its Subsidiaries that relate primarily to the Business or to the Purchased Assets not expressly described, listed or referred to in Section 1.2 belowAssets.

Purchased Assets. Subject to Upon the terms and subject to the conditions set forth in this Agreementherein, Sellers hereby agree to Seller shall sell, assign, transfer transfer, convey and deliverdeliver to Purchaser, and Purchaser hereby agrees shall acquire from Seller, all assets of Seller that are related to purchase and accept from Sellersused in the Business, at and other than the Excluded Assets (as defined below), as same are constituted on the date of the Closing Date (as such term is defined below in Section 3.2(a)), all of Sellers’ right, title and interest in and to the following properties, assets and rights existing as of the date hereof below) (collectively, the “"Purchased Assets”):"). Without limiting the generality of the foregoing, the Purchased Assets include: (ai) The all inventory (if any); (ii) all machinery, equipment, computers, computer systems, software and related licenses, telephones, telephone systems, vehicles, furniture and furnishings, supplies and all other personal property, leasehold improvements and fixed assets, and all rights, warranties and claims pertaining thereto; (iii) all of Seller's rights under or in respect of orders, contracts and agreements for the purchase or sale of goods, merchandise or services, and any other written agreements entered into with any customer or client of the Business in the ordinary course of the Business, together with the leases, employment agreements and other executory contracts set forth on Schedule 1(a)(iii) (the "Purchased Contracts"), including rights to any and all security deposits thereunder; (iv) all telephone listings and telephone numbers (to the extent of Seller's rights therein) of the Business, including but not limited to those set forth on Schedule 1(a)(iv)(A), and all telephone and other advertising including but not limited to those set forth on Schedule 1(a)(iv)(B), including all prepaid expenses related thereto of the Business; (v) all trade accounts receivable; (vi) all deposits and prepaid expenses of the Business, including but not limited to any prepaid advertising and prepaid rents, but expressly excluding any rights to unearned insurance premiums; (vii) the rights of the Seller (if any) in the trademarks, service marks, copyrights, copyrightable materials, designs, trade dress and trade names of, containing or utilizing National Flora, A–Florist, Cambridge Flowers and Flower Time, and all rights to ▇▇▇ for infringement thereof or any variant thereof or otherwise to enforce the same, and all royalties which may be receivable in respect thereof; (viii) the rights of the Seller to the domain names, trademarks, service marks, copyrights, copyrightable materials, designs, trade dress and trade names of, containing or utilizing ▇▇▇▇▇-▇▇▇▇▇▇ Mine and the Golden .▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇.▇▇▇, e–▇▇▇▇▇▇▇.▇▇▇, e–▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Mill and related real estate ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, and real estate based mining claims (any other domain names for websites dedicated primarily to order generation for the “Acquired Real Property”)Business, the internet website processing language and code to run such websites, software and licenses relating thereto, and all rights to ▇▇▇ for infringement thereof or any variant thereof or otherwise to enforce the same, and all royalties which may be receivable in respect thereof; (bix) water treatment plant; (c) surface real estate rightsoriginal if available, as shown on or otherwise original copies of, all books, records, information, and data pertaining to the ownership list shown on the attached Schedule 1.1(c); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment Business currently used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used useful in connection with the Purchased Assets Assets, including, but not limited to, all invoices, customer lists, data and located on records, personnel records, sales records, and all of the Seller's books, files, records, documents, data, plans, proposals and all other recorded knowledge, whether in written, electronic, visual or about other form, to the Acquired Real Property (extent related to the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f)Business, but excluding tax returns and personnel records pertaining to Seller's former employees; (gx) all rights under: (i) contracts relating licenses, permits, authorizations, certificates of occupancy, franchises and approvals of any nature issued by any governmental authority to Seller in respect of the Business, or creating rights with respect to otherwise obtained by Seller for the Purchased AssetsBusiness from any governmental authority, whether oral or written (the “Contracts”); and (ii) to the extent assignabletransferable under applicable law (including the Bankruptcy Code); and (xi) the Business as a going concern and all of the goodwill associated with the Business, and all other contracts assets, properties, business and agreements, whether oral or written, rights used by Sellers and/or Covenantors in the operation conduct of the Business and not otherwise excluded from the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 belowhereunder.

Purchased Assets. Subject to At the terms Closing (as hereinafter defined), Buyer shall purchase from Seller, and conditions set forth in this Agreement, Sellers hereby agree to sell, assign, Seller shall transfer and deliver, and Purchaser hereby agrees deliver to purchase and accept from Sellers, at and as of the Closing Date (as such term is defined below in Section 3.2(a))Buyer, all of Sellers’ right, title and interest in and to Seller’s: (i) Owned Real Property (as defined in Section 3.17) and assumed leaseholds and subleaseholds on premises, all improvements, fixtures and fittings thereon and easements, rights-of-way and other appurtenances thereto; (ii) the following propertiestangible personal property set forth, assets and rights existing (A) on Schedule 1.1(a)(ii)(A) in the disclosure memorandum dated as of the date of this Agreement and delivered by Seller to Buyer in connection with the execution hereof (the “Seller Disclosure Memorandum”), which reflects the personal property as of September 8, 2005, (B) on Schedule 1.1(a)(ii)(B) in the Seller Disclosure Memorandum, which reflects the personal property acquired by Seller from September 8, 2005 until the date of this Agreement (the “Added Personal Property”) and (C) on Schedule 1.1(a)(ii)(C) in the Seller Disclosure Memorandum, which reflects the personal property acquired by Seller from the date of this Agreement until the Closing or which the parties have otherwise agreed to add (which shall be supplemented and incorporated into this Agreement prior to Closing by mutual agreement of the parties) (the “Final Added Personal Property”); (iii) Intellectual Property (as defined in Section 3.13), but which does not include the tradename or the right to use the tradename “Drifters,” 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; (iv) any contracts, agreements, arrangements, commitments, instruments, documents or similar understandings (whether written or oral), including leases, subleases and rights thereunder (“Contracts”) of or benefiting Seller which are specifically identified in the Seller Disclosure Memorandum and all rights and benefits under or arising out of such Contracts (“Assumed Contracts”); (v) accounts receivable; (vi) securities; (vii) claims, deposits, prepayments, refunds, causes of action, chooses in action and rights of recovery, set off and recoupment; (viii) permits, licenses, certificates, waivers, notices and similar authorizations (“Permits”) obtained or applied for by or on behalf of Seller from, pursuant to or in connection with any Governmental Body, Law or Order (as those terms are defined in Section 3.3); (ix) books, records, ledgers, files, documents, correspondence, advertising and promotional materials, studies, reports and other written materials; and (x) goodwill, if any, associated with the Purchased Assets; save and except the Excluded Assets (as hereinafter defined) (all of the foregoing, collectively, the “Purchased Assets”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine and the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Real Property”); (b) water treatment plant; (c) surface real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 below.

Purchased Assets. Subject On the Closing Date, on the terms and subject to the terms and conditions set forth hereof, and in this Agreementconsideration of the Purchase Price to be paid to the Sellers by the Buyer and the Liabilities of the Sellers to be assumed by the Buyer, the Buyer will purchase and acquire from the Sellers, and the Sellers hereby agree to will sell, convey, assign, transfer and deliver, and Purchaser hereby agrees deliver to purchase and accept from Sellers, at and as of the Closing Date (as such term is defined below in Section 3.2(a))Buyer, all of the Sellers’ right, title and interest in and to the following assets, properties, assets rights and rights existing as of interests used by the date hereof Sellers exclusively or primarily in the Business (collectively, the “Purchased Assets”):), including but not limited to the following: (ai) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine all rights of the Sellers on a going forward basis under all Leases of the leased real property of the Sellers listed on Schedule 1.1(a)(i) (the “Leased Real Property” and such Leases with respect thereto the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims “Assigned Leases”); (ii) the Accounts Receivable of the Sellers with respect to the customers of the Business listed on Schedule 1.1(a)(ii) (the “Acquired Accounts Receivable”); (iii) the Tangible Personal Property of the Sellers listed on Schedule 1.1(a)(iii) or located at the Leased Real Property (including IT Assets) (the “Acquired Tangible Personal Property”); (b) water treatment plant; (c) surface real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (iiiv) to the extent assignable, and subject to the terms and conditions of Section 1.4, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation rights of the Purchased Assets and set forth Sellers under the Contracts listed on Schedule 1.1(g)(the 1.1(a)(iv) and Purchase Orders of the Sellers for services provided by or to the Business (collectively, the “Assigned Contracts”); (hv) all permits, authorizations the Proprietary Software (including the complete and licenses used by Sellers and/or Covenantors exclusively in current source code for such Proprietary Software) and the management or operation Software License Agreements of the Purchased AssetsSellers, as well as any domain names and URL addresses which relate exclusively to the Business, all of which are listed on Schedule 3.11(a) (the “Assigned Intellectual Property”); provided, however, the Assigned Intellectual Property will not include any domain names and URL addresses with the Names and Marks; (ivi) prepaid expenses, credits, advance payments, deposits, charges, sums and fees related to the Leases and Assigned Contracts as of the Closing; (vii) all books, records, files and papers relating papers, whether in hard copy or computer format, including sales and promotional literature, manuals and data, sales and purchase correspondence, customer lists, lists of suppliers, personnel and employment records, in each case that are related exclusively to the Purchased Assets created at Business (the “Acquired Records”); provided, that the (A) Sellers may retain copies of all Acquired Records necessary or useful to the Sellers in filing any time future Tax Returns or in fulfilling its obligations under this Agreement or any Retained Liability, or any other legitimate purpose and (B) such Acquired Records cover a period no earlier than three (3) years prior to the Closing Date and are in possession of Sellers; and (as defined in Section 3.3(aviii) below)by to the extent transferable, the Licenses and Permits of the Sellers and/or Covenantors listed on Schedule 1.1(a)(viii); (ix) all goodwill on a going forward basis to the extent related to the Business, other than Sellers’ including telephone numbers and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating facsimile numbers which relate exclusively to the Purchased Assets; (j) any and all other propertiesBusiness, assets and rights of Sellers and/or Covenantors which are used exclusively in together with the management or operation exclusive right of the Purchased Assets not expressly described, listed or referred Buyer to represent itself as carrying on the Business in Section 1.2 belowsuccession to the Sellers (the “Goodwill”).

Purchased Assets. Subject to Upon the terms and subject to the conditions set forth in of this AgreementAgreement (including Section 9.13), Sellers hereby agree to on the Closing Date, Seller and Seller Subsidiary shall sell, transfer, assign, transfer convey and deliverdeliver to Buyer, and Purchaser hereby agrees Buyer shall purchase from Seller and Seller Subsidiary, on a going concern basis, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the business and operations of Seller and Seller Subsidiary and the goodwill associated therewith and all of the assets and properties of Seller and Seller Subsidiary of every kind and description, wherever located, real, personal or mixed, tangible or intangible, as the same shall exist on the Closing Date, other than Excluded Assets (herein collectively called the “Purchased Assets”), including, all right, title and interest of Seller and Seller Subsidiary in, to purchase and accept from Sellersunder: (a) all of the assets reflected on the Balance Sheet and the Subsidiary Balance Sheet, at except for Excluded Assets and except for those assets disposed of or converted into cash after the Balance Sheet Date in the ordinary course of the Business consistent with past practice; (b) all client deposits and prepayments for work not completed as of the Closing Date (as such term is defined below in Section 3.2(a)“Deposits”), all of Sellers’ right, title and interest in and to including the following properties, assets and rights existing as of the date hereof (collectively, the “Purchased Assets”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine and the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Real Property”Deposits set forth on Schedule 2.1(B); (b) water treatment plant; (c) surface real estate rights, as shown on the ownership list shown on the attached Governmental Permits listed in Schedule 1.1(c)5.9; (d) all mining claims as shown on the ownership list shown on equipment, furniture and other personal property listed or referred to in Schedule 5.12, other than the attached Schedule 1.1(c)Excluded Personal Property; (e) all mining permits Intellectual Property (and water rightsall goodwill associated therewith), other than the Excluded Intellectual Property; (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools contracts and other tangible property owned or controlled by Seller and/or Covenantors, used agreements listed in connection with the Purchased Assets and located on or about the Acquired Real Property Schedule 2.1(F) (the “Purchased EquipmentSeller Agreements”) and the client engagements listed in Schedule 2.1(F) and the clients to which Seller has made proposals as set forth on the attached listed in Schedule 1.1(f2.1(F); (g) all rights under: client relationships, client work papers (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) except to the extent assignablethat such client work papers relate to completed client engagements), all other contracts client work product and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”)client lists; (h) all permitsthe Software listed in Schedule 5.14(B), authorizations and licenses used by Sellers and/or Covenantors exclusively in other than the management or operation of the Purchased AssetsExcluded Software; (i) all booksrights, records, files and papers claims or causes of action against third parties relating exclusively to the Purchased Assets created at any time assets, properties, business or operations of Seller arising out of transactions occurring prior to the Closing (Date; provided that Seller or Seller Subsidiary, as defined in Section 3.3(a) below)by Sellers and/or Covenantors the case may be, other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively shall retain all rights to indemnification or contribution thereunder to the Purchased Assetsextent such rights relate to matters prior to the Closing Date; (j) any all publications, know how, developments, models, databases, computer files, training programs, inventories, books and records (including all data and other propertiesinformation stored on discs, assets tapes or other media) including sales, advertising and rights marketing materials, but excluding all financial books and records; (k) copies of Sellers and/or Covenantors which are used exclusively in all financial books and records of Seller and Seller Subsidiary; and (l) all telephone and telephone facsimile numbers (to the management extent owned by Seller or operation of the Purchased Assets not expressly describedSeller Subsidiary), listed Internet sites, Internet domain names, URLs and addresses and other directory listings utilized by Seller or referred to in Section 1.2 belowSeller Subsidiary.

Purchased Assets. Subject to In accordance with the terms and subject to the conditions set forth in this Agreement, Sellers each Seller hereby agree sells to sell, assign, transfer and deliverthe Buyer, and Purchaser the Buyer hereby agrees to purchase purchases from such Seller, free and accept from Sellersclear of any Liabilities, at security interests, mortgages, liens, encumbrances, rights of others and as of any other burdens and restrictions whatsoever (the Closing Date (as such term is defined below in Section 3.2(a))"Adverse Claims") other than the Assumed Liabilities, all of Sellers’ right, title and interest in and to all assets used in or incidental to the conduct of such Seller's Business, the same being specifically and exclusively the following properties, listed assets and rights existing as of the date hereof (collectively, the “"Purchased Assets”"): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine except for any receivables from any of the Sellers' employees, any other Seller, any Member, any family member of the Members, or any affiliated entities of any Seller or Member or any third party, in each of the foregoing cases, which does not pertain to any payday loan or other loan of any type which is offered by such Seller to its customers in the ordinary course of business or any Assumed Contract (collectively, the "Excluded Receivables"), all accounts receivable, notes receivable, and other forms of receivables, including the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims right to receive all past due payments from past or present customers (collectively, the “Acquired Real Property”)"Receivables") outstanding as of the opening of business on the Closing Date; (b) water treatment plantall Loans and Notes including the right to receive all past due payments from past or present customers identified on Schedule 1.1(b); (c) surface all interests of such Seller in the unexpired leases on real estate rights, as shown property (collectively the "Unexpired Leases") relating to the Branches set forth on the ownership list shown on the attached Schedule 1.1(c); (d) all mining claims as shown interests of such Seller in the Contracts identified on Schedule 1.1(d) (the ownership list shown on the attached Schedule 1.1(c"Assumed Contracts"); (e) except for the Retained Checks, all mining permits checks deposited by such Seller prior to the Closing and water rightsreturned unpaid; (f) all ancillary equipment used in any inventories of the foregoinggoods, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools packaging materials and other tangible property owned or controlled by Seller and/or Covenantorsgoods and products held for sale (collectively, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f"Inventory"); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assetssupplies, whether oral or written (the “Contracts”); equipment, machinery, removable leasehold improvements, office furniture, computing and (ii) to the extent assignabletelecommunications and other equipment, spare parts, supplies, fixtures and all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation items of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”)tangible personal property; (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assetsmotor vehicles listed Schedule 1.1(h); (i) all bookstrademarks, recordsservice marks, files trade names, trade dress, fictitious names, internet domain names, uniform resource locators (URLs), and papers relating exclusively to any other names and locators associated with the Purchased Assets created at interest, whether owned or licensed and whether registered or unregistered and whether or not currently in use, together with all registrations, applications and renewals for any time prior to of the Closing (as defined foregoing, including the Names listed in Section 3.3(a) below)by Sellers and/or Covenantors 9.3 (collectively, other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets"Trademarks"); (j) all copyrights and copyrightable works and any other works of authorship, whether statutory or common law, registered or unregistered, together with all registrations, applications and renewals for any of the foregoing, and all moral rights thereto under the laws of any jurisdiction (collectively, the "Copyrights"); (k) all computer software including data, databases and documentation, Interest websites and the content thereof (collectively, the "Software"); (l) the Business as a going concern and all of the Sellers' goodwill associated therewith; (m) all Permits, to the extent transferable; (n) except for the Seller's corporate, or other propertieslegal entity, assets franchise or corporate seals, Articles of Organization, Operating Agreements, Minute books, stock books, tax returns, and rights other records having to do with the Corporate or other legal entity organization and/or capitalization of Sellers and/or Covenantors which are used exclusively in the management or operation Sellers, all records, documents, lists and files, relating to any of the Purchased Assets not expressly describedAssets, listed the Assumed Liabilities, and the Business including price lists, lists of accounts, customers, suppliers and personnel, all product, business and marketing plans and data, historical sales data and all books, ledgers, files and business records (including all financial records and books of account) of or referred relating to any of the Purchased Assets, the Assumed Liabilities, and the Business in Section 1.2 belowany of the foregoing cases, whether in electronic form or otherwise (collectively, the "Books and Records"); (o) all telephone and facsimile numbers relating to the Business; (p) all Restrictive Covenants, all Adverse Claims on the assets of others, all catalogues, brochures, art work, photographs and advertising and marketing materials pertaining to such Seller's Business; (q) all claims, deposits, prepayments (except those relating to Retained Liabilities), refunds (except tax refunds) and other amounts prepaid by the Sellers other than for services provided in connection with this Agreement arising out of any of the assets described in Sections 1.1 (a) through 1.1(p) above (collectively, the "Prepaid Items"); (r) all cash on hand at all Branches of Sellers at the opening of business on the Closing Date; (s) all other assets and property located within the walls of any of such Seller's Branches on the Closing Date, plus outdoor signage; and (t) except where prohibited by law, all rights, causes of action, and claims against third parties including all warranties, guarantees, sureties, indemnities and similar rights in favor of such Seller arising out of or with respect to any of the assets described in Sections 1.1(a) through 1.1(s).

Purchased Assets. Subject to the terms and conditions set forth in this Agreement, Sellers hereby agree to sell, assign, transfer and deliver, and Purchaser Buyer hereby agrees to purchase from Seller, and accept from SellersSeller hereby agrees to sell, at transfer and as assign to Buyer, free and clear of any and all liens, security interests, encumbrances, pledges, leases, equities, claims, charges, restrictions, conditions, conditional sale contracts, mortgages, and any other adverse interests of any kind whatsoever (other than those securing any Assumed Obligations), certain assets of the Closing Date (as such term is defined below Seller, in Section 3.2(a)), all of Sellers’ which Seller has right, title and interest 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) Tangible personal property including but not limited to all directories, publications, lists, products, marketing and promotional materials, files, books, compilations of names, equipment, tools, machines, machine and electric parts, and supplies that are used and have been acquired or developed in connection with the Business, wherever located, owned or used by Seller, including Seller’s rights therein, all of which are identified on Schedule 1.1(a) attached hereto and shall be delivered by or on behalf of Seller to Buyer at or prior to the following properties, assets and rights existing as of the date hereof Closing (collectively, the “Purchased Tangible Assets”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine and the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Real Property”); (b) water treatment plant; (c) surface real estate rightsAll rights in and to any requirements, as shown on the ownership list shown on the attached Schedule 1.1(c); (d) processes, formulations, methods, technology, know-how, formulae, trade secrets, trade dress, designs, inventions and other proprietary rights and all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in documentation embodying, representing or otherwise describing any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled held by Seller in connection with the Business all of which are set forth in Schedule 1.1(b)) and referred to herein as "Intangible Property Rights"; (i) All patents, copyrights, trade names, trademarks, including the ability to trademark, and service marks of Seller including, but not limited to, the ability to trademark the name of the dietary product, “Immun-Eeze,” the Business name, Allergy Limited, and the Business Website, ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ used in the Business, all of which are set forth in Schedule 1.1(b), and all applications therefor, and all documentation embodying, representing, or otherwise describing any of the forgoing; (ii) All of Seller’s rights in and to the medical data, patient and clinical protocols, clinical studies, published reports or synopses, and/or Covenantors, outside medical research and/or studies (including all published and unpublished materials relating to the safety and efficacy of “Immun-Eeze” for the treatment of allergies; specifically) used in connection with the Purchased Assets Business or developed or under development by, or on behalf of, Seller in connection with the Business, all of which are identified on Schedule 1.1(b), to the extent that Seller possesses and located on has a right to possess and transfer the same. All causes of action, claims, suits, proceedings, judgments or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to demands, of whatsoever nature, of or creating rights held by Seller against any third parties with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”)the Business; (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 below.

Purchased Assets. Subject to Upon the terms and conditions set forth in of this Agreement, and on the basis of the representations and warranties hereinafter set forth, at the Closing, Sellers hereby agree to sellare selling, assigntransferring, transfer and deliverconveying, assigning, and Purchaser hereby agrees delivering to purchase Buyers, and accept Buyers are acquiring and purchasing from Sellers, at and as of the Closing Date (as such term is defined below in Section 3.2(a)), all of Sellers’ right, title and interest in and to the following properties, assets and rights existing as of the date hereof Sellers described in Section 2.01(a)(i) through Section 2.01(a)(viii) (collectively, the “Purchased Assets”):), free and clear of all Encumbrances, with all of Teledrift and Turbeco’s Purchased Assets being transferred, conveyed, assigned and delivered to NOV US, all of Flotek ULC’s Purchased Assets being transferred, conveyed, assigned and delivered to NOV Canada, and all of Flotek FZE’s Purchased Assets being transferred, conveyed, assigned and delivered to NOV FZE: (ai) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine the machinery, equipment, trade fixtures, tools, furniture, computers, appliances, implements, leasehold improvements, supplies, inventory (including inventory of raw materials, construction or work in process, finished products and goods), spare parts and all other tangible personal property owned by Sellers and which relates to the Golden ▇▇▇▇▇▇ Mill Business listed on Section 2.01(a)(i) of the Disclosure Schedules; (ii) the motor vehicles and related real estate rolling stock listed on Section 2.01(a)(ii) of the Disclosure Schedules; (iii) all right, title and real estate based mining claims interest in, to and under only those Contracts which are described on Section 2.01(a)(iii) of the Disclosure Schedules (collectively, the “Acquired Assigned Contracts”); (iv) to the extent transferable, all right, title and interest in all Permits relating to the Purchased Assets, including without limitation those listed on Section 2.01(a)(iv) of the Disclosure Schedules (collectively, the “Assigned Permits”); (v) Sellers’ Owned Real Property described on Section 2.01(a)(v) of the Disclosure Schedules and all fixtures, buildings and improvements located on or under such real property interests and all related security deposits and prepaid rents; (vi) all of the Intellectual Property listed on Section 2.01(a)(vi) of the Disclosure Schedules, including without limitation run and operating history, product drawings, customer lists and product manuals (collectively, the “Sellers’ Intellectual Property”); (b) water treatment plant; (c) surface real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (gvii) all rights under: (i) contracts relating to under express or creating rights implied warranties from the suppliers with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent they are transferable or assignable; (viii) all of Sellers’ right, title and interest in, to, and under all rights, privileges, Claims, and options relating or pertaining to the Purchased Assets, but only to the extent such rights, privileges, claims, causes of action and options are not related to the Excluded Liabilities; and (ix) subject to the exclusions set forth in Section 2.01(b), and to the extent transferable or assignable, all other contracts or additional privileges, rights, interests, assets of every kind and agreementsdescription of Sellers, whether oral tangible or writtenintangible, wherever located, that are used by Sellers and/or Covenantors or intended for use in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permitsconnection with, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers relating exclusively that are necessary to the Purchased Assets created at any time prior to continued conduct of, the Closing (Business as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 belowpresently conducted.

Purchased Assets. Subject to Upon the terms and subject to the conditions set forth in this Agreement, Sellers hereby agree subject to Bankruptcy Court approval, as applicable, at the Closing: (a) Each Seller shall, as applicable, sell, assignconvey, transfer transfer, assign and deliverdeliver to Circles and/or one or more Affiliates of Circles designated in writing by Circles, and Purchaser hereby agrees to purchase Circles and/or its applicable Affiliates shall purchase, acquire and accept take assignment and delivery from such Sellers, at all right and as of the Closing Date (as such term is defined below in Section 3.2(a)), all of Sellers’ right, title to and interest in and to the following assets, properties, assets and rights existing as (contractual or otherwise) owned by such Seller and primarily used or held for use in connection with or necessary for the operation of the date hereof MVNE Business (collectively, the “Circles Purchased Assets”) free and clear of all Liens, claims or interests of any type or nature, whether known or unknown, of any Seller or any other party (other than Permitted Liens), including without limitation: (i) all assets primarily related to the MVNE Business; (ii) all agreements and telecommunications contracts where the Sellers provide software platform solutions related to the Sellers’ MVNE Business to telecommunications companies, including but not limited to the Key MVNE Customer Contracts; (iii) all assets primarily related to the Sellers’ “Internet of Things” products and services related to the MVNE Business; (iv) All deposits related to the MVNE Business, including all deposits and prepayments held by third parties pursuant to any executory contract or unexpired lease assumed and assigned to Circles which are related to the MVNE Business (excluding deposits related to Contracts that are not Assumed Contracts); (v) Subject to the timing and process contemplated by the Sale Order, the Contracts, agreements, contract rights, leases of real property, leases of equipment, machinery or other tangible personal property license agreements, customer contracts, vendor contracts, Employment Contracts, purchase and sales orders (if any), financial instruments, royalty agreements, third party guaranties, indemnifications, arrangements and understandings, whether oral or written, to which any Seller is a party (whether or not legally bound thereby) and which primarily relate to the operation of the MVNE Business and which are designated as Assumed Contracts pursuant to Section 2.3(d) below (collectively the “Circles Assumed Contracts”); (vi) The Circles Purchased Equity Interests; (vii) All rights, title and interests of the Sellers and their Affiliates in the Pareteum Africa JV Agreement; (viii) All Accounts Receivable related to the MVNE Business; (ix) all permits necessary for the operation of the MVNE Business or the ownership of the MVNE Business, transferable to Circles pursuant to their terms and in accordance with applicable Laws; (x) all Intellectual Property Assets which relate to, or are used or held for use, in connection with, the MVNE Business, including but not limited to the Pareteum and Artilium brand names, and trademarks (whether registered or otherwise), ARTA software and Coreserver software; (xi) all prepaid items and expenses primarily related to the MVNE Business, including prepayments of customers of the MVNE Business; (xii) all books and records including customer or client lists, files, documentation, records and the related documentation primarily related to the MVNE Business or Circles Assumed Liabilities, but specifically excluding the books and records set forth in Section 2.2(f); (xiii) all claims, indemnities, warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment of every kind and nature (whether or not known or unknown or contingent or non-contingent) primarily related to the MVNE Business, the Circles Purchased Assets or the Circles Assumed Liabilities (other than those on insurance policies of the Sellers); (xiv) all Cash and Cash Equivalents (regardless of the derivation of such Cash or Cash Equivalents), less the Wind Down Amount and the Professional Fee Escrow Amount; provided that the Wind Down Amount and the Professional Fees Escrow Amount shall be Excluded Assets. (xv) all other assets, properties, and rights used in the MVNE Business that are not defined below as Excluded Assets; and (xvi) all claims and causes of action of any Debtor against Affiliates, current Independent Directors, current officers, employee or current vendors or third party providers related to the MVNE Business, including such claims and causes of action arising under Chapter 5 of the Bankruptcy Code, including Sections 510, 541, 544, 545, 547, 548, 549, 550, 553 or 558, or similar state laws. (b) Each Seller shall, as applicable, sell, convey, transfer, assign and deliver to CVG and/or one or more Affiliates of CVG designated in writing by CVG, and CVG and/or its applicable Affiliates shall purchase, acquire and take assignment and delivery from such Sellers, all right and title to and interest in and to the following assets, properties, and rights (contractual or otherwise) owned by such Seller and primarily used or held for use in connection with or necessary for the operation of the Non-MVNE Business (collectively, the “CVG Purchased Assets” and, together with the Circles Purchased Assets, the “Purchased Assets”):) free and clear of all Liens, claims or interests of any type or nature, whether known or unknown, of any Seller or any other party (other than Permitted Liens), including without limitation: (ai) The ▇▇▇▇▇all assets related to the Sellers’ Small and Medium Business Enterprise products and services; (ii) all assets related to the Sellers’ Mobile Virtual Network Operation business; (iii) all assets related to the Sellers’ operation of the messaging business conducted by Interactive Digital Media GmbH business; (iv) all assets related to iPass; (v) all deposits related to the Non-▇▇▇▇▇▇ Mine MVNE Business, including all deposits and prepayments held by third parties pursuant to any executory contract or unexpired lease assumed and assigned to CVG which are related to the Golden ▇▇▇▇▇▇ Mill and Non-MVNE Business (excluding deposits related real estate and real estate based mining claims (the “Acquired Real Property”to Contracts that are not Assumed Contracts); (b) water treatment plant; (c) surface real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c); (dvi) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and machinery or other tangible personal property owned primarily used or controlled by Seller and/or Covenantors, used held for use in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f)Sellers’ Non-MVNE Business; (gvii) all rights under: (i) contracts relating to or creating rights with respect subject to the Purchased Assetstiming and process contemplated by the Sale Order, whether oral the Contracts, agreements, contract rights, leases of real property, leases of equipment, machinery or written other tangible personal property license agreements, customer contracts, purchase and sales orders (the “Contracts”if any); , financial instruments, royalty agreements, third party guaranties, indemnifications, arrangements and (ii) to the extent assignable, all other contracts and agreementsunderstandings, whether oral or written, used by Sellers and/or Covenantors in to which any Seller is a party (whether or not legally bound thereby) and which relate to the operation of the Purchased Assets Non-MVNE Business and set forth on Schedule 1.1(g)(the which primarily relate to the operation of the Non-MVNE Business and which are designated as Assumed Contracts pursuant to Section 2.3(d) below (collectively, the “CVG Assumed Contracts” and, together with the Circles Assumed Contracts, the “Assumed Contracts”); (hviii) the CVG Purchased Equity Interests; (ix) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in Accounts Receivable related to the management or operation of the CVG Purchased Assets; (ix) all books, records, files and papers relating exclusively to permits necessary for the Purchased Assets created at any time prior to operation of the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ Non-MVNE Business, transferable to CVG pursuant to their terms and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assetsin accordance with applicable Laws; (jxi) any all Intellectual Property Assets which relate solely to, or are solely used or held for use, in connection with, the Non-MVNE Business, including, but not limited to the wi-fi business of Deviscape; (xii) all prepaid items and expenses related to the Sellers’ Non-MVNE Business; (xiii) all other propertiesbooks and records including customer or client lists, assets files, documentation, records and the related documentation related to the Sellers’ Non-MVNE Business, or CVG Assumed Liabilities, but specifically excluding the books and records set forth in Section 2.2(f); (xiv) all claims, indemnities, warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off and rights of Sellers and/or Covenantors which are recoupment of every kind and nature (whether or not known or unknown or contingent or non-contingent) related to the Sellers’ Non-MVNE Business or the CVG Assumed Liabilities (other than those on insurance policies of the Sellers); (xv) all deposits and prepayments held by third parties pursuant to any executory contract or unexpired lease assumed and assigned to CVG; (xvi) all other assets, properties, and rights used exclusively in the management Sellers’ Non-MVNE Business that are not defined below as Excluded Assets and not included in Circles Purchased Assets; and (xvii) all claims and actions of any Debtor against Affiliates, vendors and third party providers of any Debtor arising under Sections 510, 541, 544, 545, 547, 548, 549, 550, 553 or operation 558 of the Bankruptcy Code or similar state laws related in each case to the CVG Purchased Assets not expressly describedAssets. For the avoidance of doubt, listed if a Purchased Asset has an equal relation to the MVNE Business and Non MVNE Business, such Purchased Asset shall constitute a Circles Purchased Asset. To the extent a Purchased Asset is desired by both Purchasers, the Purchasers will work in good faith to determine which Purchaser shall purchase the Purchased Asset and whether, to the extent possible, a license or referred other accommodation may be made to in Section 1.2 belowallow both Purchasers to use the applicable Purchased Asset.

Purchased Assets. Subject to (a) At the terms and conditions set forth Closing provided for in this AgreementArticle V, Sellers hereby agree to Seller will sell, assign, transfer transfer, convey and deliverdeliver ("TRANSFER"), free and Purchaser hereby agrees clear of all Liens (except Permitted Liens), whether legal or equitable, to Buyer and Buyer will purchase and accept from SellersSeller on the terms and subject to the conditions hereinafter set forth, at all of the assets, properties, rights and interests of Seller to the extent existing as of the Closing Date, other than the Excluded Assets (all of such assets, properties, rights and interests being hereinafter collectively referred to as the "PURCHASED ASSETS"), including but not limited to: (i) those assets, properties, rights and interests reflected on the November 1998 Balance Sheet, other than such assets, properties and interests sold in the Ordinary Course of Business or otherwise disposed of as expressly authorized or permitted under this Agreement after such date; (ii) Seller's title to, interest in, or rights under the leases of, real property described in SCHEDULE 6.1.15(b), together with all right, title and interest of Seller, if any, to all leasehold improvements thereon and all easements, rights-of-way, transferable licenses and permits and other appurtenances thereof; (iii) all right, title and interest of Seller to all plant, machinery, equipment, tools, spare parts, supplies, furniture, furnishings, vehicles and other fixed assets owned or leased by Seller and used or held for use in the conduct of the Business; (iv) all raw materials and inventories wherever located, including inventories of work-in-process, stores and supplies, owned by Seller and used or held for use in connection with the conduct of the Business; (v) any item that would constitute "cash" as shown on a balance sheet of the Business as of the Closing Date determined in accordance with GAAP, deposits, advance payments of any kind or prepayments by clients, letters of credit naming Seller as account party, certificates of deposit, notes, drafts, checks and similar instruments relating to or arising out of the conduct of the Business; (as such term is defined below in Section 3.2(a)), vi) all of Sellers’ right, title and interest in and of Seller to all contracts (whether written or oral) (other than to the following propertiesextent that such contracts relate to the Retained Liabilities or Excluded Assets), assets commitments, leases, purchase orders, contracts to purchase raw materials, contracts for services and rights existing as supplies, contracts to supply or sell products and all of the date hereof other agreements (whether written or oral) including those set forth or required to be set forth in SCHEDULE 6.1.11 (a) (collectively, the “Purchased Assets”):"CONTRACTS"); (avii) The all accounts receivable (including billed and unbilled) of Seller ("ACCOUNTS RECEIVABLE"); (viii) all Intellectual Property Rights of Seller; (ix) all licenses, Permits, registrations, and authorizations held by Seller; (x) the books and records of Seller relating to the Purchased Assets including, without limitation, all customer and supplier files, equipment maintenance and warranty information, all correspondence with any customers, suppliers, employees or governmental entities, all personnel records related to the Transferred Employees, and any other reports, marketing studies, plans and documents, including, without limitation, data stored electronically; (xi) all prepaid claims, prepaid Taxes (other than any prepaid Taxes which can be utilized to offset or satisfy any liabilities described in Section 3.2(a)(iii)), prepaid insurance premiums and other prepaid expense items and deferred charges, credits, advance payments, security and other deposits made by Seller to any other Person relating to the conduct of the Business; (xii) all policies of insurance, fidelity, surety or similar bonds and third-party indemnities to the extent assignable where Seller is an indemnified party and the coverages afforded thereby, in each case other than to the extent relating to the Retained Liabilities or Excluded Assets; (xiii) lists of customers and vendors of Seller, including, without limitation, any data stored electronically; (xiv) the right to use the names set forth on SCHEDULE 2.1(a)(xiv), and all variants thereof; (xv) the Business and goodwill of Seller; (xvi) all securities or other ownership interests in any Person held by Seller; (xvii) all telephone and facsimile numbers (together with all other similar numbers), electronic mail addresses and web sites, in each case owned or used by Seller in the Business including such items as set forth on SCHEDULE 2.1(a)(xvii); (xviii) all rights of Seller pertaining to any counterclaims, set-offs or defenses it may have with respect to the Assumed Liabilities; and (xix) all other assets, properties and rights of every kind and nature owned or held by Seller or in which Seller has an interest on the Closing Date, known or unknown, fixed or unfixed, accrued, absolute, contingent or otherwise, whether or not specifically referred to in this Agreement. (b) In confirmation of the foregoing sale, assignment and transfer, Seller will execute and deliver to Buyer at the Closing (i) a ▇▇▇▇ of Sale and Assignment and Assumption Agreement (the "▇▇-▇▇ OF SALE"), (ii) an Assignment of Trademarks (the "TRADEMARK ASSIGNMENT"), (iii) an Assignment of Copyrights (the "COPYRIGHT ASSIGNMENT"), (iv) the Special Warranty Deed (the "DEED"), each substantially in the forms attached hereto as ▇▇▇▇▇▇▇▇ Mine ▇-▇, ▇-▇, ▇-▇ and the Golden ▇▇▇▇▇▇ Mill D-4, respectively, and related real estate and real estate based mining claims (the “Acquired Real Property”); (bv) water treatment plant; (c) surface real estate rights, as shown on the ownership list shown on the attached Schedule 1.1(c); (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c); (e) all mining permits and water rights; (f) all ancillary equipment used in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools such other assignments and other tangible property owned instruments of transfer as Buyer may reasonably deem necessary or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 belowdesirable.

Purchased Assets. Subject to and upon the terms and conditions set forth in of this Agreement, Sellers hereby agree to Seller shall sell, transfer, convey, assign, transfer grant and deliverdeliver (collectively, the “Sale” and with the Assumption, as hereinafter defined, the “Transfer”) to Purchaser, and Purchaser hereby agrees to purchase shall acquire, and accept from Sellersexcept as otherwise indicated in this Section 2.1, at the Closing (as hereinafter defined), subject to the Permitted Encumbrances (as hereinafter defined), all right, title and interest in and to all business, Properties, equipment, furniture, fixtures, licenses, goodwill and rights of Seller as a going concern, of every kind, nature and description, tangible and 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 below in Section 3.2(a)5.1), all forming a part of Sellers’ right, title and interest or used in and to the following properties, assets and rights existing as connection with any of Seller’s business. All of the date hereof foregoing (collectively, 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) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine and Seller’s customer accounts described in Schedule 2.1(a) of the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims Seller Disclosure Schedule to this Agreement (the “Acquired Real PropertyCustomer Accounts”); (b) water treatment plantAll 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) surface real estate rightsAll Contracts to which the Seller is a Party or by which it is bound, each as shown listed on Schedule 2.1(c) and described in Schedule 6.10 of the ownership list shown on the attached Schedule 1.1(c)Seller Disclosure Schedule; (d) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c)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 mining permits translations, adaptations, derivations and water rightscombinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith; (f) all ancillary equipment used in any of the foregoingAll computer software, to include all machineryincluding source code, fixturesexecutable code, furnituredata, equipmentdatabases, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f)related documentation; (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); All advertising and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”)promotional materials; (h) all permits, authorizations The permits and licenses used by Sellers and/or Covenantors exclusively listed in the management or operation Schedule 6.4 of the Purchased AssetsSeller Disclosure Schedule; (i) all books, records, files All cash and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets;cash-equivalents; and (j) any and all Such other properties, assets and rights Properties of Sellers and/or Covenantors which are used exclusively in the management or operation Seller listed on Schedule 2.1(j) of the Purchased Assets not expressly described, listed or referred to in Section 1.2 belowSeller Disclosure Schedule.

Purchased Assets. Subject to the terms and conditions set forth in of this Agreement, Sellers hereby agree to sell, assign, transfer and deliver, and Purchaser Buyer hereby agrees to purchase from Seller, and accept from SellersSeller hereby agrees to sell, at convey, transfer and as of assign to Buyer, on the Closing Date (as such term is defined below in Section 3.2(a))Date, all of Sellers’ Seller’s right, title and interest in and to the following properties, assets and rights existing as of Seller used in connection with the date hereof Business (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) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine All of Seller’s rights and obligations under all of the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims agreements of Seller relating exclusively to the Business (the “Acquired Real PropertyBusiness Contracts”), together with and including those identified on Schedule 1.1(a) attached hereto (collectively the “Assigned Contracts”); (b) water treatment plant;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) surface real estate rightsWith 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 shown on the ownership list shown on the attached Schedule 1.1(crequired by law or as may be reasonably necessary or prudent business practice); (d) To the extent transferable, the Licenses and Permits required under all mining claims as shown laws, rules and regulations material to the conduct of the Business, all of which are set forth on the ownership list shown on the attached Schedule 1.1(c1.1(d); (e) all mining permits All leased real property and water rightsleasehold improvements identified in the real property schedule attached hereto as Schedule 1.1(e); (f) all ancillary equipment used All inventory of Seller, including customer-owned goods (hanging inventory) in any of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f)Seller’s care; (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation The Business Intellectual Property Rights of the Purchased Assets and set forth Seller listed on Schedule 1.1(g)(the “Contracts”3.6(a); (h) all permitsAll advance payments, authorizations claims for refunds and licenses used by Sellers and/or Covenantors exclusively in the management or operation of deposits and other prepaid items relating to the Purchased Assets;Assets or the Assumed Obligations, existing on the Closing Date; and (i) all books, records, files and papers relating exclusively to The goodwill associated with the Purchased Assets created at any time prior to and the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights of Sellers and/or Covenantors which are used exclusively in the management or operation of the Purchased Assets not expressly described, listed or referred to in Section 1.2 belowBusiness.

Purchased Assets. Subject to the terms and conditions set forth in of this Agreement, at the Closing, in exchange for a payment by Purchaser to Sellers hereby agree to of the Purchase Price and Purchaser’s assumption of the Assumed Liabilities, Sellers shall sell, assign, transfer transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to Purchaser hereby agrees to purchase and accept from Sellers, at and as of the Closing Date (as such term is defined below in Section 3.2(a)), all of Sellers’ or their Affiliates’ (other than any Transferred Entity’s) right, title and interest in and to all of the following propertiesassets, assets property and rights existing primarily or exclusively used or held for use in the conduct of the Business as of the date hereof Closing Date, which the parties agree shall include all of the assets, property and rights of the 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”): (ai) The ▇▇▇▇▇the Equity Interests in the Purchased Entities; (ii) the goodwill of Sellers relating to the Business; (iii) all Business Inventory (including all Business Products); (iv) all Business Personal Property; (v) the 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, including the 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, in each case as set forth on Schedule 1.1(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) under 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 Contracts primarily relating to the Business, including all non-▇▇▇▇▇▇ Mine and disclosure agreements executed in connection with the Golden ▇▇▇▇▇▇ Mill and related potential sale of all or part of the Business (collectively, the “Assumed Contracts”); (vii) the real estate and real estate based mining claims property leases set forth on Schedule 1.1(c)(vii) (the “Acquired Assumed Real Property Leases”); (viii) the real properties owned by Sellers or by Allied-Signal Automotive of Canada, Inc. (“ASAC”) set forth on Schedule 1.1(c)(viii) (the “Purchased Owned Real Property”); (bix) water treatment plantall Permits primarily used in the conduct of the Business and held by Sellers to the extent the same, or a right to use the same, can be transferred to Purchaser; (cx) surface real estate rightsall of Sellers’ customer and vendor lists to the extent applicable to the Business, as shown on all of Sellers’ files and documents (including credit information) to the ownership list shown on extent applicable to the attached Schedule 1.1(cBusiness, 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, that Sellers shall be entitled to retain 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 5.12 and shall otherwise be subject to the provisions of Section 5.4(b); (dxi) all mining claims as shown on the ownership list shown on the attached Schedule 1.1(c)Closing Date Cash; (exii) all mining permits claims, causes of action, choses in action, rights of recovery and water rights; rights of setoff of any kind, rights to proceeds under insurance policies in respect of claims made against such policies prior to Closing (f) all ancillary equipment used in any of the foregoing, other than insurance proceeds paid pursuant to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools claims made by Honeywell and other tangible property owned or controlled by Seller and/or Covenantors, used its Affiliates in connection with the Purchased Assets earthquakes in the area of Mexicali, Mexico in 2008) to the extent related to the Business and located on rights under and pursuant to all warranties, representations, indemnities and guarantees made by suppliers of products, materials or about equipment, or components thereof to the Acquired Real Property (extent related to the “Purchased Equipment”) as set forth on the attached Schedule 1.1(f)Business; (gxiii) all rights under: 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; (ixiv) contracts relating all accounts receivable and notes receivable of the Business, whether recorded or unrecorded, from divisions or Affiliates of Sellers that are Transferred Entities or other transferred portions of the Business; (xv) all prepaid expenses and deposits to the extent applicable to the Business, but only to the extent such prepaid expenses and deposits will accrue to the benefit of Purchaser in respect of the Business on and following the Closing; (xvi) all credits and refunds of Taxes (other than Income Taxes) of or creating rights payable with respect to the Business (other than a Transferred Entity) or any Purchased Assets, whether oral or written (the “Contracts”); and (ii) Asset to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”);attributable to a Post-Reference Date Tax Period; and (hxvii) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of the Purchased Assets; (i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other propertiesrights, assets and rights entitlements in or related to a Seller’s participation in or sponsorship of Sellers and/or Covenantors which are used exclusively in the management any Transferred U.S. Benefit Plans or operation Transferred Foreign Benefit Plans and under any of the Purchased Assets not expressly described, listed or referred to in Section 1.2 belowLabor Contracts.

Purchased Assets. Subject to Upon the terms and subject to the conditions set forth in of this Agreement, Sellers hereby agree to at the Closing, Seller shall sell, transfer, assign, transfer convey and deliverdeliver to Buyer and Buyer shall purchase from Seller, free and Purchaser hereby agrees clear of all Encumbrances, except for Permitted Encumbrances, the Business, including the operations, assets and properties currently owned or used by Seller or any of its Affiliates solely or primarily in connection with or related to purchase the Business of every kind and accept from Sellersdescription, at wherever located, whether real, personal or mixed, tangible or intangible, as the same shall exist on the Closing Date, except for the 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 as 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 Closing Date (as such term is defined below in Section 3.2(a)), all of Sellers’ right, title and interest of Seller or its applicable Affiliate in, to and under the Assigned Real Property Leases, including the right, title and interest of such Person in and to the following propertiesLeased Real Property leased pursuant thereto, assets the improvements located on such Leased Real Property and all other licenses, permits, deposits and other rights existing as 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 date hereof foregoing, as identified on EXHIBIT A (collectively, the “Purchased Assets”): (a) The ▇▇▇▇▇-▇▇▇▇▇▇ Mine and the Golden ▇▇▇▇▇▇ Mill and related real estate and real estate based mining claims (the “Acquired Real Tangible Personal Property”); (b) water treatment plant; (c) surface real estate rightsAll rights as lessee or sublessee under leases or subleases of Tangible Personal Property together with any options to purchase the underlying property, as shown identified on the ownership list shown on the attached Schedule 1.1(cEXHIBIT A (“Tangible Personal Property Leases”); (d) all mining claims as shown All rights under any Contracts identified on the ownership list shown on the attached Schedule 1.1(c)5.10 or assumed pursuant to EXHIBIT B; (e) all mining permits and water rightsAll Intellectual Property identified on EXHIBIT A; (f) all ancillary equipment used in any All files, documents, instruments, papers, books and records relating to the business, operations, condition (financial or other) or results of operations of the foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned Business or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets Assets, including financial statements, and located on 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 about its Affiliates other than the Acquired Real Property (the “Purchased Equipment”) as set forth on the attached Schedule 1.1(fBusiness); (g) all rights under: (i) contracts relating to or creating rights with respect to the Purchased Assets, whether oral or written (the “Contracts”); and (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation All personnel file records of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”)Transferred Employees; (h) all permitsA copy of Seller’s policies, authorizations manuals and licenses procedures or similar materials used by Sellers and/or Covenantors exclusively in with respect to the management Business, for the purpose of Buyer developing derivative policies, manuals and procedures or operation similar materials for its own use after Closing, for the use of the Purchased Assetswhich after Closing Seller shall have no liability whatsoever; (i) all books, records, files The trade names “nal Worldwide” and papers relating exclusively to “nal Global,” which the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate recordsSeller has informed Buyer are currently unregistered, and booksany trademarks, recordstrade names and service marks containing either of the foregoing, files all goodwill associated therewith, and papers not otherwise relating exclusively to the Purchased Assetsn▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and n▇▇▇▇▇▇▇▇.▇▇▇ domain names; (j) any All prepaid rents (other than under the Fort W▇▇▇▇ Lease) and all prepaid amounts under the Tangible Personal Property Leases being transferred to Buyer; and (k) All other propertiesassets, assets businesses and rights properties of Sellers and/or Covenantors which are Seller or any Affiliate to the extent: (i) primarily used exclusively in connection with the management Business or operation the Purchased Assets, or (ii) identified on EXHIBIT A, including all goodwill relating to the Business and the going concern value of the Purchased Assets not Business, except as expressly described, listed or referred to set forth in Section 1.2 2.2 below.