Common use of Purchased Assets Clause in Contracts

Purchased Assets. On the terms and subject to the conditions contained in this Agreement, on the Closing Date, Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counsel, free and clear of all Liens, all of the following assets, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller or otherwise used in the Business (collectively, the "Purchased Assets"), but excluding all Excluded Assets: (i) all prepayments and prepaid expenses listed on the Purchased Assets 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 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 2.1(b)(ix) 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 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; (x) 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 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 (B) not less than one month's supply of each such product (as denoted in the 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 Inventory").

Purchased Assets. On the terms and subject to the conditions contained in of this Agreement, on at the Closing DateClosing, Buyer shall purchase from SellerSeller shall, and Seller shall cause its Subsidiaries to, sell, convey, assign, transfer transfer, convey and deliver to Buyer by appropriate instruments reasonably satisfactory Purchaser (or a Subsidiary or Subsidiaries of Purchaser identified to Buyer Seller in writing at least three (3) business days before the Closing), and Purchaser shall (or shall cause its applicable Subsidiaries to) purchase and acquire from Seller and its counselSubsidiaries all of Seller’s and/or its Subsidiaries’ right, title and interest as of the Closing in the following (collectively, the “Purchased Assets”), free and clear of all Liens, all other than Permitted Liens: (a) (i) each Business License Contract and (ii) each Contract with customers (including support and services Contracts), partners, distributors or resellers of the following assetsBusiness (other than, propertiesfor the avoidance of doubt, rights(x) Contracts solely between Seller and its Subsidiaries or solely between Subsidiaries of Seller and (y) leases of real property) (collectively, titles (i) and interests (ii), together with the Contracts designated as Purchased Assets pursuant to Section 2.4(l), such Contracts or portions (to the extent related to the Business) of every kind Contracts, the “Business Contracts”); provided that and nature ownedfor the avoidance of doubt, licensed Business Contracts shall not include any Contract in respect of hosting services provided to the Business; (b) the Transferred Leases; (c) the Transferred Intellectual Property Rights, including (other than with respect to Retained Claims) the right to seek and obtain damages for the past, present or leased by future infringement, misappropriation or other violation of any Transferred Intellectual Property Rights, and the goodwill of the Business appurtenant to such Transferred Intellectual Property Rights; (d) the Transferred Technology, including (other than with respect to Retained Claims) the right to seek and obtain damages for the past, present or future infringement, misappropriation or other violation of any Transferred Technology and the goodwill of the Business appurtenant to such Transferred Technology; provided that Seller or otherwise used in shall be permitted to keep copies of any Transferred Technology to the extent it constitutes Shared Transferred Technology subject to the terms and conditions of the Intellectual Property License Agreement; (e) any and all Permits primarily related to the Business (collectively, the "Purchased Assets"), but excluding all Excluded Assets: (i) all prepayments and prepaid expenses listed on the Purchased Assets 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 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"“Transferred Permits”); (ivf) 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 2.1(b)(ix) 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 defenses and rights of recoupment listed on offset or counterclaims (in any manner arising or existing, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent) at any time to the extent arising out of or related to the Business, the Purchased Assets Scheduleor the Assumed Liabilities and the right to retain all proceeds and monies therefrom, other than those relating exclusively to Excluded Assets or Excluded Liabilitiesany Retained Claims; (viig) any and all Proprietary Rightsrights under Contracts between Seller or one of its Subsidiaries and any Transferred Business Employee to the extent they restrict the Transferred Business Employee from competing with, includingor soliciting employees, without limitationcustomers, those listed on clients, vendors, and other Persons engaged in a business relationship with, the Proprietary Rights ScheduleBusiness; (viiih) all Government Licensestrue and complete copies of the Business Books and Records; provided that Seller shall be permitted to keep copies of such Business Books and Records to the extent relating to the Retained Business or the Retained Liabilities, includingor otherwise to the extent reasonably necessary, without limitationand only for so long as required, 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 transferablefor Seller’s financial reporting purposes; (ixi) any and all insuranceraw materials, warranty works-in-process, finished goods, supplies and condemnation proceeds received after the date hereof with respect to damageother inventories, nonincluding two-conformance of or loss factor authentication tokens, to the Purchased Assetsextent related to, used in or held for use in the Business; (xj) all rights to receive mail under letters of credit, performance bonds, negotiable instruments and other communications addressed credit support instruments to Sellerthe extent third parties provide credit support for any Business Contract or any other Purchased Assets pursuant to the foregoing (collectively, the “Transferred Financial Instruments”); (xik) except as provided any and all prepaid assets and deposits to the extent made or paid in respect of any Purchased Assets described in Section 2.1(b)(v2.4(i) below, all books, records, ledgers, files, documents, correspondence, lists, studies or any tangible assets (including Tangible Personal Property and reports and other printed or written materialsInformation Technology) that become Purchased Assets pursuant to Section 2.4(l) (the “Transferred Prepaid Assets”); (xiil) all trade accounts receivable as other assets, Contracts or rights of any kind (including Tangible Personal Property and Information Technology, but excluding owned or leased real property, permits, Intellectual Property Rights (other than any Contracts) and Minority Investments), wherever located, whether personal, or mixed, tangible or intangible, that are owned by Seller or any of its Subsidiaries or to which Seller or any of its Subsidiaries is a party or has a license or other right with respect thereto, and in each case, that are primarily related to or primarily used or held for use in the Business and are not listed on Section 2.5(o) of the Closing Date (but excluding any private label accounts receivable)Seller Disclosure Letter, such accounts receivable and that have been designated as a “Purchased Asset” by Purchaser in writing in its sole discretion prior to be set forth on a schedule to be jointly prepared by Seller and Buyer as of the Closing (the "Purchased Receivables")Asset Selection Cut-Off Time; and (xiiim) a number of units of each item of individual finished goods inventory any and all assets set forth on the "Estimated Purchased Inventory Schedule" attached hereto as Section 2.4(m) 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 (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")Disclosure Letter.

Purchased Assets. On Subject to the terms and subject to the conditions contained set forth in this Agreement, on the Closing Date, Buyer shall purchase from Seller, and Seller shall Sellers hereby agree to sell, convey, assign, transfer and deliver deliver, and Purchaser hereby agrees to Buyer by appropriate instruments reasonably satisfactory to Buyer purchase and its counselaccept from Sellers, free at and clear as of all Liensthe 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 assets, properties, rights, titles assets and interests rights existing as of every kind and nature owned, licensed or leased by Seller or otherwise used in the Business date hereof (collectively, the "“Purchased Assets"”): (a) The Xxxxx-Xxxxxx Mine and the Golden Xxxxxx Mill and related real estate and real estate based mining claims (the “Acquired Real Property”); (b) water treatment plant; (c) surface real estate rights, but excluding as shown on the ownership list shown on the attached Schedule 1.1(c); (d) all Excluded 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 prepayments books, records, files and prepaid expenses listed on papers relating exclusively to the Purchased Assets 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 created at any time prior to purchase or sell goods or products, including, without limitation, any 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 2.1(b)(ix3.3(a) 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 Schedulebelow)by Sellers and/or Covenantors , other than those Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise 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; (xj) 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 receive mail and other communications addressed to Seller; (xi) except as provided in Section 2.1(b)(v) 1.2 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 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 (B) not less than one month's supply of each such product (as denoted in the 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 Inventory").

Purchased Assets. On Subject to and upon the terms and subject to the conditions contained in this Agreementset forth herein, on at the Closing Date, Buyer shall purchase from Seller, and Seller shall convey, sell, convey, assign, transfer and deliver to Buyer Purchaser and Purchaser shall purchase, acquire and accept all of 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 Excluded Assets (as hereinafter defined) (referred to hereinafter collectively as “Seller’s Assets” or “its Assets”), including without limitation: (a) The rights and benefits accruing to Seller as lessee under any immovable (real) property lease and/or sublease relating to Seller’s Business existing on the date 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 appropriate instruments reasonably satisfactory Seller and located on the Leased Premises, including without limitation those items listed on Schedule 2.1(b) (collectively, the “Leasehold Improvements”) and all architectural plans and mechanical drawings related to Buyer the Leasehold Improvements; (c) All right, title and interest, if any, to easements, servitudes, privileges, rights-of-way and other real rights of Seller pertaining to or accruing to the benefit of the Leased Premises, including without limitation those items listed on Schedule 2.1(c) (collectively, the “Easements”); (d) All machinery (including without limitation all 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 Leased Premises or otherwise relating to Seller’s Business, including without limitation those items listed and described on Schedule 2.1(d) (collectively, the “Equipment”); (e) The rights and benefits 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 counselBusiness (each an “Equipment Lease” and collectively the “Equipment Leases”), free each of which is listed on Schedule 2.1(e); (f) All of Seller’s inventory in connection with Seller’s Business, which as of the day before the Closing Date are those items listed and clear of all Liensdescribed on Schedule 2.1(f)-1, which shall be not less than the minimum inventory levels as listed and described on Schedule 2.1(f)-2 (the “Inventory”); (g) Seller’s Business as a going concern, its Franchise Rights, all of the following assetsrights and benefits (but not its obligations or liabilities) under its Franchise Agreements, properties, rights, titles and interests all intellectual property of every kind and nature owned, licensed or leased by Seller or otherwise 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 Xxxx’x Xxxxx Steak House restaurant), including without limitation the trade names listed on Schedule 2.1(g), goodwill and other intangible assets (collectively, “Intellectual Property”); (h) All claims and rights of Seller under all agreements, contracts, software license agreements, purchase and 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 “Assigned Contracts”) and all accrued or prepaid advertising rights; (i) All licenses, permits, consents, use agreements, approvals, authorizations and certificates of any Governmental Authority to the extent they relate to Seller’s Business (collectively, the "Purchased Assets"“Licenses”), but excluding all Excluded Assets: (i) all prepayments and prepaid expenses in each case to the extent transferable by the Seller, including without limitation those listed on the Purchased Assets 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 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"2.1(i); (ivj) all distribution systems All files, operating manuals 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 2.1(b)(ix) below)) and all rights (but not the obligation) to hire Seller's employees; (v) all lists and records correspondence pertaining to the Equipment; all customer accounts 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 (whether past or currentwhich financial records shall be certified by Queyrouze), 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 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; (x) 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, correspondencebusiness plans, listsbudgets, studies financial statements, creative materials, advertising and reports 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 other printed any correspondence relating to the Business or written materialsreasonably related to the Business (collectively, the “Books and Records”); (xiik) 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 trade accounts receivable as 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 Closing Date directory advertising for such telephone numbers, to the extent assignable; (but excluding m) All domain names, websites and other intellectual property of any private label accounts receivablekind or nature used by Seller in its Business except for those items identified on Schedule 2.1(m), which items are not used or related to Seller’s Business or to Xxxx’x Xxxxx 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 recoupment of Seller (including any such accounts receivable 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 shall be set forth on a schedule to be jointly prepared by Seller and Buyer as of the Closing $1,000 per restaurant (the "Purchased Receivables"“Working Cash”); and (xiiip) a number All tax credits or rights to credits available to Seller in connection with the operation of units of each item of individual finished goods inventory set forth on Seller’s Business to the "Estimated Purchased Inventory Schedule" attached hereto as of extent transferable to Purchaser but excluding any tip credits or income tax credits usable by Seller up to 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 (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")Date.

Purchased Assets. On Upon the terms and subject to the conditions contained in of this Agreement, on the Closing Date (or the applicable Subsequent Closing Date or Distribution Center Closing Date), Seller shall, and shall cause its Affiliates to sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from SellerSeller and, and Seller shall sellas applicable, convey, assign, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counselAffiliates, free and clear of all Liens (except for Permitted Liens) all right, title and interest of Seller and its Affiliates, in, to and under the following assets to the extent exclusively relating to any Acquired Store or the Distribution Center (collectively, the “Purchased Assets”): (a) all Inventory and supplies of Seller and its Affiliates; (b) to the extent transferable, the Permits held by Seller and its Affiliates; (c) the Owned Real Property; (d) the Acquired Leases, and all subleases, licenses or concessions thereunder, including the right to all security deposits and other amounts and instruments deposited by, on behalf of, or for the benefit of, Seller or its Affiliates thereunder with respect to which Seller or any of its Affiliates is a party; (e) the machinery, equipment, vehicles, furniture, shelving, safes (with combinations and keys), and other personal property owned by Seller or any of its Subsidiaries, and all leases relating to the foregoing; (f) all of Seller’s or one of its Subsidiary’s rights, claims or causes of action against third parties relating to the following assets, properties, rightsbusiness or operations of the Acquired Stores or the Distribution Center arising out of events or transactions occurring, titles and interests of every kind and nature ownedor facts or circumstances existing, licensed prior to the Closing Date (or leased by Seller the applicable Subsequent Closing Date or otherwise used in the Business (collectivelyDistribution Center Closing, the "Purchased Assets"as applicable), but excluding all Excluded Assets:; (i) all prepayments books and prepaid expenses listed records (including all data and other information stored on discs, tapes or other media) of Seller or any of its Subsidiaries relating to the assets, properties, business and operations of the Acquired Stores and the Distribution Center (but excluding (A) all personnel files other than as set forth below, and (B) all Tax Returns not relating solely to the Acquired Stores), and (ii) any and all medical records, billing records, prescriptions, prescription files and records, pharmacy customer lists, signature logs and patient profiles (the information in this clause (ii), collectively, “Seller Rx Data”) relating to customers of the Acquired Stores (which shall in any event include no less than twenty four (24) months for any Seller Rx Data of customers of the Acquired Stores maintained electronically or in hard copy, or for such longer period of time to the extent required by applicable Law and stored in the Duplicate IT System and electronically available if not on the Duplicate IT System); provided, that, the “Purchased Assets ScheduleAssets” shall include, to the extent available, personnel records limited to employment applications and hiring paperwork, compensation records, and the 2015 and 2016 overall annual performance reviews and ratings pertaining to Transferred Employees employed in the position of District Manager, Pharmacy District Manager, Human Resources District Manager, Asset Protection District Manager, Regional Vice President, Regional Pharmacy Vice President, Senior Human Resources Manager, or Regional Asset Protection Director; provided, further, however, that as a condition of transferring such records, (i) each subject Transferred Employee shall, to the extent required by applicable Law with respect to Transferred Employee, provide written consent for the transfer and shall waive all claims against Seller and any of its Affiliates related to the contents or the transfer of such records, (ii) the Buyer shall acknowledge that the Seller and its Affiliates make no representations or warranties regarding the accuracy or completeness of such records and agree that it shall base no employment decisions on the records provided, and (iii) Buyer shall indemnify and hold the Seller Indemnified Parties harmless with respect to any claim or Loss related to Buyer’s receipt or use of the records transferred in accordance herewith; (iih) all machinery, equipment, tools, dies, jigs, molds, patterns, furniture, spare parts the CBAs applicable to employees of the Acquired Stores and supplies, computers and all related equipment, telephones and all related equipment and all other tangible personal property listed on the Purchased Assets ScheduleDistribution Center; (iiii) all rights existing under all purchase orders to purchase or sell goods or products, including, without limitation, any such purchase order listed cash and cash equivalents in the registers of any Acquired Stores as of the close of business on the "Contracts Schedule" and under each other contract listed on Business Day immediately preceding the Contracts Schedule and specifically identified as a contract to be assigned to Buyer Closing Date (collectively, or the "Assigned Contracts"applicable Subsequent Closing Date) (the “Purchased Cash”); (ivj) all distribution systems guarantees 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 2.1(b)(ix) 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 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 warranties related to the Purchased Assets; (xk) the right to use all rights to receive mail telephone numbers and other communications addressed to Sellerfacsimile numbers; (xil) 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 Intellectual Property set forth on a schedule to be jointly prepared by Seller and Buyer as Section 2.01(l) of the Closing (the "Purchased Receivables")Disclosure Schedules; and (xiiim) a number of units of each item of individual finished goods inventory set forth on to the "Estimated Purchased Inventory Schedule" attached hereto as of extent transferable, the Closing Date which is historical customer data related to the Seller’s Wellness+ program (A) no greater than 110% of and to the "Estimated Purchase Units" set forth on extent not transferable, Seller shall provide Buyer access to such customer data (to the "Estimated Purchased Inventory Schedule" attached hereto extent reasonably practicable and (B) not less than one month's supply of each such product (as denoted in the column labeled "Minimum Purchase Units" in the "Estimated Purchased Inventory Schedule"permissible), 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 Inventory").

Purchased Assets. On Subject to the terms and subject to the conditions contained set forth in this Agreement, on the Closing Date, Buyer shall hereby agrees to purchase from SellerSellers, and Seller shall Sellers hereby agree to sell, convey, assign, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counsel, free and clear of all LiensBuyer, all of Sellers’ right, title and interest on the following Closing Date in and to the tangible and intangible assets, properties, rights, titles properties and interests rights of every kind and nature owned, licensed or leased and wherever located (other than the Excluded Assets) owned by Seller or otherwise used in the Sellers and relating to the operation of the Digester Business (collectively, the "“Purchased Assets"”), but excluding all Excluded Assetswhich shall include, without limitation: (ia) all prepayments inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and prepaid expenses listed on other inventories, used or usable by the Purchased Assets ScheduleBusiness as of the Closing Date, and all assignable or transferable associated warranties and service agreements or rights related thereto; (iib) 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 goodwill of the Purchased Assets ScheduleDigester Business; (iiic) the customer Contracts, vendor Contracts, supplier Contracts, technology license agreements, and other Contracts of any kind used in operating the Digester Business as set forth on Schedule 2.1(c) (collectively, the “Purchased Contracts”); (d) all rights existing under all purchase orders to purchase or sell goods or products, general intangibles used in the Digester Business including, without limitation, any such purchase order listed on the "Contracts Schedule" transferable warranties, 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")all Intellectual Property; (ive) all distribution systems the software (including source code and networks includingobject code), without limitation, databases and technology used in operating 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 2.1(b)(ix) below)) Digester Business and all rights (but not related technology, database scheme and transactional code, trade secrets, know-how, formulae, data, specifications, protocols, drawings, designs and all other confidential, non-confidential, or proprietary information related to the obligationoperation of the Digester Business, in each of the foregoing cases as listed on Schedule 2.1(e) to hire Seller's employeeshereto ; (vf) all lists the current and records active records, files and papers of Sellers pertaining to the Purchased Assets and the Digester Business, including all current and active customer accounts (whether past or current), suppliers, distributors, personnel and agents and all other books, ledgers, files, documents, correspondence and business recordsclient lists; (vig) all claims, the prepaid and deferred items or credits and deposits, prepayments, warranties, guarantees, refunds, causes of action, rights of recovery, rights offset and credits and claims for refund generated or incurred by or in connection with the operation of set-off and rights of recoupment listed on the Purchased Assets Schedule, other than those relating exclusively Digester Business prior 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; (x) 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 listed on a schedule to be jointly prepared by Seller and Buyer as of the Closing (the "Purchased Receivables"Schedule 2.1(g); and (xiiih) a number of units of each item of individual finished goods inventory set forth on the "Estimated Purchased Inventory Schedule" attached hereto as permits and licenses solely relating to the operation of the Closing Date which is (ADigester Business listed on Schedule 2.1(h) no greater than 110% of the "Estimated Purchase Units" set forth on the "Estimated Purchased Inventory Schedule" attached hereto and (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")“Permits”) and only to the extent transferrable in accordance with applicable Law.

Purchased Assets. On (i) All vendor and customer contracts, confidentiality agreements, purchase and sales orders, powers of attorney, undertakings, commitments and other agreements to which the terms Company is a party and subject which relate in any manner to the conditions contained in this AgreementBusiness and/or the relationship between the Company and the Customers (hereinafter defined), whether written or oral, shall be referred to herein collectively as the "Business Agreements". The Company has delivered to Buyer, on or before the Closing Date, Buyer shall purchase from Sellertrue and correct copies of all written Business Agreements (excluding Business Agreements with Customers and excluding reseller agreements). Attached hereto as Exhibit C-1 are true and correct copies of the only forms of agreements which have been entered into between the Company and its Customers concerning the Business (collectively the "Form Customer Agreements"). All Customers have either entered into a written Form Customer Agreement with the Company or an oral agreement with the Company on the same terms and conditions as the terms and conditions as set forth in the Form Customer Agreements. Annexed as Exhibit C-2 is a list of all written Business -2- 3 Agreements between the Company and others (excluding Customers), and Seller shall sellvendors or service providers, conveyor which relate to any strategic partnerships, assignreselling arrangements or joint ventures between the Company and others, transfer and deliver concerning the Business, copies of which (except for reseller agreements) have been provided to Buyer by appropriate instruments reasonably satisfactory prior to Buyer Closing. Also annexed as Exhibit C-2 are true and correct copies of the only forms of reseller agreements between the Company and its counsel, free and clear of all Liens, all of the following assets, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller or otherwise used in the Business resellers (collectively, the "Purchased AssetsForm Reseller Agreements"). All resellers have entered into a written Form Reseller Agreement on substantially similar terms and conditions as the terms and conditions as set forth in the Form Reseller Agreement. The Company represents that other than oral agreements with some of its Customers, but excluding it has no oral Business Agreements which are material individually or in the aggregate. Listed on Exhibit C-3 is a description of each and every real estate, equipment and personal property lease (collectively, the "Leases") to which the Company is a party and which relates to the Business. The Leases are also included within the definition of Business Agreements as said term is used herein. Neither the Company nor any other party, is in default under any Business Agreement in any material respect whether individually or in the aggregate, and no other party to any Business Agreement has made any claim or given the Company notice of any dispute under any Business Agreement, except as set forth on Exhibit C-4. Each Business Agreement is in full force and effect. The Company has the right to assign the Business Agreements and the Company has obtained all Excluded Assets: (i) all prepayments required consents to the assignment and prepaid expenses listed transfer thereof, except as set forth on Exhibit C-5. The Company is not the Purchased Assets Schedule;owner or lessee of any motor vehicles which are used in the Business except as set forth on Exhibit C-3. The Company does not own or lease any interest in any real property, or lease any equipment used in the Business, except as expressly stated on Exhibit C-3. (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 All of the tangible personal property listed on assets of the Purchased Assets Schedule; (iii) all rights existing under all purchase orders to purchase or sell goods or productsCompany used in the Business, including, without limitation, any such purchase order all machinery, office and other equipment, furniture, computers and related equipment, business machines, telephones and telephone systems, parts and accessories, telephone numbers, facsimile numbers, e-mail addresses and Internet domain addresses presently utilized by the Company in the Business and all right, title and interest of the Company in Internet domain addresses of third parties which are presently "parked" or located on servers used by the Company in the Business, shall be referred to herein collectively as the "Tangible Assets". Attached hereto as Exhibit E is a true and correct list or description of the material Tangible Assets. As of the Closing Date, except as provided on Exhibit E-1, each of the Tangible Assets is in good and operable condition, reasonable wear and tear excepted. (iii) All patents, trademarks, trade names (including, but not limited to, those trade names listed on Exhibit B), service marks, service names, logos, designs, formulations, copyrights and other trade rights and all registrations and applications therefor, all know-how, trade secrets, technology or processes, all Web sites and all computer programs, data bases and software documentation owned or used by the Company in the Business, other than off-the-shelf software licensed by the Company, shall be referred to herein collectively as the "Contracts Schedule" Intellectual Property". Attached hereto as Exhibit F is a true and under each other contract listed correct copy of all of the Intellectual Property. Such exhibit also indicates which of such items have been patented or registered or are in the process of application for same. To the best of its knowledge, the Company has taken all necessary and reasonable actions to protect its rights in Intellectual Property owned by it and to the knowledge of the Company, is not infringing on the Contracts Schedule and specifically identified as a contract rights of any third parties to be assigned to Buyer (collectively, the "Assigned Contracts");Intellectual (iv) The Company represents that a true and complete copy of the Company's customer list relating to the Business as of the Closing Date (the "Customer List") is in the Company's file cabinet and/or is maintained in the Company's database on the Company's servers, all distribution systems of which is included in the Purchased Assets and networks is being acquired by Buyer hereunder. The Customer List includes, in the case of each customer, the name of the customer, its billing and domain addresses, identity and contact information of each relevant contact person, a statement of the monthly or annual (as indicated) service charges relating to such customer and the Company's files regarding such customer. All customers of the Company relating to the Business, including without limitation, those customers included on the Customer List, shall be referred to herein as the "Customers." (v) [INTENTIONALLY OMITTED] (vi) As used herein, the term "Purchased Assets" shall be defined as all classes of assets of the Company as shown on the Company's certified financial statement as of December 31, 1998 (annexed as Exhibit H) including, without limitation, the rightBusiness Agreements, from the Tangible Assets, the Intellectual Property, the Customer List, the Customers, together with the good will and after business opportunities of the Closing DateCompany as it relates to the Business, the Software Licenses, and all other assets of the Company used in connection with the operation of the Business, wherever located, tangible or intangible, including without limitation, all data files, books and records regarding or relating to contact the foregoing, whether in electronic, paper or other form of media and do business with any distributor, broker or sales representative that distributes Seller's products (excluding any all rights or obligations the Company may have under any Distribution Contracts insurance policies relating to the Purchased Assets regarding policies which are assigned to the Buyer at Closing (but excluding claims arising prior to Closing), excluding, however, Excluded Assets (as defined in Section 2.1(b)(ix) 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 . The Purchased Assets Schedule, other than those relating exclusively are not subject to Excluded Assets (i) any lien or Excluded Liabilities; (vii) all Proprietary Rights, including, without limitation, those listed on the Proprietary Rights Schedule; (viii) all Government Licenses, including, without limitation, encumbrance of 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; (x) 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 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 (B) not less than one month's supply of each such product (as denoted in the 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 Inventory").character

Purchased Assets. On Upon the terms and subject to the conditions contained in of this Agreement, on at the Closing DateClosing, Buyer shall purchase from Sellerthe Seller Parties shall, and Seller shall sellcause their respective Affiliates (as applicable) to, conveytransfer, assign, transfer convey and deliver to Buyer, and Buyer by appropriate instruments reasonably satisfactory to Buyer and its counselshall purchase, free and clear of all LiensEncumbrances (other than Permitted Encumbrances and Encumbrances created by Buyer), all right, title and interest of the Seller Parties and such Affiliates in, to and under the following assetsassets of the Seller Parties and such Affiliates, properties, rights, titles as the same shall exist on the Closing Date (the assets of the Seller Parties and interests such Affiliates set forth below in clauses (a) through (q) of every kind and nature owned, licensed or leased by Seller or otherwise used in this Section 1.1 are collectively referred to herein as the “Purchased Assets”): (a) the Business Contracts set forth on Schedule A (collectivelytogether with the Transferring Real Property Leases, the "Purchased Assets")“Assigned Contracts”) and all reserves, but excluding all Excluded Assets: (i) all prepayments security and other deposits, advances and prepaid expenses listed on and credits related to the Assigned Contracts or any other Purchased Assets ScheduleAssets, in each case to the extent held by a third party; (iib) 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 ScheduleOwned Real Property; (iiic) all rights existing under all purchase orders to purchase or sell goods or products, including, without limitation, any such purchase order listed the Real Property Leases set forth on Schedule A (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"“Transferring Real Property Leases”); (ivd) all distribution systems inventory and networks includingsupplies used in connection with the operation of the Business as of the Closing Date, without limitationand all applicable warranties against manufacturers or vendors; (e) all of the owned personal property and equipment, including owned furniture, fixtures and laboratory equipment, used in connection with the rightoperation of the Business as of the Closing Date and all applicable warranties against manufacturers or vendors; (f) all customer accounts of the Business Customers, copies or originals of any and all past and pending documents of sales and service information and data, Business Customer and vendor lists, pricing and cost information, billing records, sales and promotional literature (including marketing, advertising, promotional, sales and training materials), payor lists, inventory cost records, quality control records and procedures, machinery and equipment records, mailing lists, purchase orders, Business Customer files and records (including correspondence) and sample materials, lists of courier routes and Business Customer requirements and ordering patterns, in each case, in any form or medium, that are used or held for use in the operation or conduct of the Business; (g) all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind against third parties relating to the Business or the Purchased Assets, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent, in each case, relating to matters arising after the Closing Date; (h) the benefit of and all rights to enforce any covenants, warranties, representations or guarantees under the Assigned Contracts (including covenants or warranties made by any Person in connection with the Assigned Contracts or services furnished to any Seller Party affecting the Assigned Contracts), in each case, relating to matters arising 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 2.1(b)(ix) below)) and all rights (but not the obligation) to hire Seller's employees; (vi) all lists to the extent otherwise not specified in this Section 1.1, and records pertaining to customer accounts (whether past or current)the extent assignable, suppliersassumable prepaid expenses, 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 claims for refunds and rights of recoupment listed on to offset that relate to the Purchased Assets Schedule, other than 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 Assumed Liabilities 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; (xj) all rights to receive mail Standing Orders, Hold Orders and other communications addressed to Sellerfuture orders arising from the Business; (xik) except as provided all of the Seller Parties’ rights to email addresses, telephone and facsimile numbers primarily used in Section 2.1(b)(v) belowthe operation of the Business, all books, records, ledgers, files, documents, correspondence, lists, studies and reports and other printed or written materialsto the extent transferable; (xiil) copies of all books and records of the Seller Parties exclusively relating to the Business including (i) all trade accounts receivable records with respect to patients of the Business and any Standing Orders or other orders that are placed but not performed prior to the Closing and (ii) personnel records including certification, vaccination and work authorization records; (m) the Material Permits set forth on Schedule A; (n) the laboratory-related IT Assets used in the operation of the Business as of the Closing Date Date; (but excluding any private label accounts receivable), such accounts receivable o) those rights in certain service marks to be the extent set forth on a schedule in the IP Agreement; (p) the goodwill, going concern value and other intangible assets associated with the assets described in the foregoing clauses or otherwise generated by or related to be jointly prepared by Seller and Buyer as of the Closing (the "Purchased Receivables")Business; and (xiiiq) 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 (B) not less than one month's supply of each such product (as denoted all other assets, whether tangible or intangible, primarily used in the column labeled "Minimum Purchase Units" Business and not included 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 Inventory")Excluded Assets.

Purchased Assets. On Subject to the terms and subject to the conditions contained in of this Agreement, on the Closing DateDate (defined below), Seller will sell to Buyer, and Buyer shall will purchase from Seller, and the assets of Seller shall sell, convey, assign, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counsel, free and clear of all Liens, all of the following assets, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller or otherwise used in the Business listed below (collectively, the "Purchased Assets"). The Purchased Assets will be purchased free and clear of all security interests, but excluding all Excluded Assetsliens, restrictions, claims, encumbrances or charges of any kind ("Encumbrances"), except as provided herein. The Purchased Assets will include the following items: (ia) all prepayments and prepaid expenses listed on the Purchased Assets Schedule; (ii) all machinery, All equipment, tools, dies, jigs, molds, patterns, furniture, spare parts furniture and supplies, computers and all related equipment, telephones and all related equipment and all other tangible personal property listed on of Seller used in the Purchased Assets Schedule; (iii) all rights existing under all purchase orders to purchase or sell goods or products, including, without limitation, any such purchase order listed on Businesses as set forth in the "Contracts Schedule" and under each other contract listed on the Contracts attached Schedule and specifically identified as a contract to be assigned to Buyer (collectively, the "Assigned Contracts"1.1(a); (ivb) The personal property leases of Seller used in the Business as set forth in the attached Schedule 1.1(b); (c) The client accounts, agreements, understandings and contracts of Seller used in the Business as set forth in the attached Schedule 1.1(c) (the “Assumed Contracts”); (d) All trademarks and trademark applications, and all distribution systems patents and networks includingpatent applications, without limitationincluding specifically those set forth in attached Schedule 1.1(d), the rightall goodwill associated therewith, from and after the Closing Dateall computer software developed by Seller, to contact including all documentation thereof and do business with any distributor, broker or sales representative that distributes Seller's products (excluding any rights or obligations under any Distribution Contracts all other Intellectual Property (as defined in Section 2.1(b)(ix3.5) below)) of Seller, and all rights to use the name “Express Employment Agency” and “Express Staffing Services”. (but not e) All marketing or promotional designs, brochures, advertisements, concepts, literature, books, media rights, rights against any other person in respect of any of the obligationforegoing and 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 to hire Seller's employeesthe Business; and all manufacturers' warranties (including pending warranty claims) and manuals relating to the Purchased Assets; (vg) 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 lists 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) All telephone and records pertaining facsimile machine numbers assigned to customer accounts (whether past or current)Seller, suppliersin­cluding without limitation tele­phone book listings, distributors, personnel and agents and all other booksgoodwill associated therewith as set forth in attached Schedule 1.1(j); (k) Except as expressly set forth in Section 1.3, ledgers, filesall papers, documents, correspondence computerized databases, books and business records (including all data stored on discs, tapes or other media) of Seller related to the Purchased Assets and Business operations, 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 (vil) all All claims, deposits, prepayments, warranties, guarantees, refunds, causes of action, rights of recoveryrecovery and rights of setoff of every type and kind relating to the Purchased Assets and all claims, causes of action, rights of set-off recovery and rights of recoupment listed on setoff of every type and kind relating to the Assumed Obligations (as defined in Section 1.2), in each case whether accruing before or after the Closing; provided, however, that the definition of Purchased Assets Schedule, other than those relating exclusively to shall not include any items defined as 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; (x) 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 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 (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")1.3.

Purchased Assets. On Upon the terms and subject to the conditions contained in of this Agreement, on the Closing Date, Buyer Sellers shall sell, transfer, assign, convey and deliver to Enghouse US, and Enghouse US shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counselSellers, free and clear of all LiensEncumbrances (except for Permitted Encumbrances), all right, title and interest of Sellers in, to and under the all of the following assets, properties, rights, titles and interests assets of every kind and nature owned, licensed Sellers (whether or leased by Seller or otherwise used not in the physical possession of Sellers) relating to the Mediasite Business other than the Excluded Assets (collectively, the "Purchased Assets"), but excluding all Excluded Assets. The Purchased Assets shall include the following: (i) all prepayments and prepaid expenses listed on the Purchased Assets ScheduleNet Accounts Receivable of Sellers; (ii) all machinerytangible raw materials, equipmentwork-in-process, toolsfinished goods, diesother inventory, jigs, molds, patterns, furniture, spare and related parts and supplies, computers in each case including all packaging, labels, and all other similar items related equipment, telephones and all related equipment and all other tangible personal property to the Mediasite Business listed on Schedule 2.1(a)(ii) and included in the Purchased Closing Net Cash Assets Schedulecalculation (collectively, "Inventory"); (iii) all rights existing under all customer purchase orders related to purchase or sell goods or products, including, without limitation, any 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")Mediasite Business; (iv) all distribution systems and networks including, without limitation, supplier purchase orders related to 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 2.1(b)(ix) below)) and all rights (but not the obligation) to hire Seller's employeesMediasite Business; (v) all lists and records pertaining to customer accounts the Contracts set forth on Schedule 2.1(a)(v) (whether past or currentthe "Assumed Contracts"), suppliers, distributors, personnel and agents and including all other books, ledgers, files, documents, correspondence and business recordsclaims or causes of action of Sellers with respect to the Assumed Contracts; (vi) all claimsIntellectual Property that is owned by Sellers and used, depositsheld for use, prepaymentsor otherwise related to the Mediasite Business, including the Intellectual Property set forth on Schedule 2.1(a)(vi) (the "Purchased Intellectual Property"); (vii) the Software that is owned by Sellers and used, held for use, or otherwise related to the Mediasite Business (the "Purchased Software"), which shall not be Excluded Assets notwithstanding anything in Section 2.3 to the contrary; (viii) all Tangible Personal Property other than Excluded Tangible Personal Property; (ix) the Permits of Sellers listed on Schedule 2.1(a)(ix) (the "Transferred Permits"); (x) all books, records, manuals and other written documents (in any form or medium) related to the Mediasite Business, including advertising or promotional materials, price lists, mailing lists, customer lists, sales data, purchasing records, personnel records with respect to Transferred Employees (including all documented performance reviews), financial and accounting records and research and development files (collectively, "Books and Records"); (xi) all of Sellers' rights under warranties, guaranteesindemnities and all similar rights against third parties, and all refunds (excluding Tax refunds), claims, causes of actionaction (including claims for infringement), rights of recovery, rights of set-set off and rights of recoupment listed on the Purchased Assets Schedulerecoupment, other than those relating exclusively to Excluded Assets or Excluded Liabilities; (vii) all Proprietary Rightsin each case, 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 arising out of or loss to the Purchased Assets; (xxii) all rights any other assets of Sellers to receive mail and other communications addressed to Sellerthe extent such items are included in the calculation of the Closing Net Cash Assets; (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; (xiixiii) all trade accounts receivable as goodwill associated with any 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 Buyer as of assets described in the Closing (the "Purchased Receivables")foregoing clauses; and (xiiixiv) a number any other assets of units of each item of individual finished goods inventory set forth on the "Estimated Purchased Inventory Schedule" attached hereto as Sellers needed for operation of the Closing Date which Mediasite Business. For greater certainty, the parties acknowledge and agree that, effectively, and subject to the terms hereof, the Mediasite Business is being transferred hereunder by Sxxxxxx through (Ai) no greater than 110% the transfer of the "Estimated Purchase Units" set forth on the "Estimated Purchased Inventory Schedule" attached hereto Assets owned directly by Sellers (being SF and SFMS) and (Bii) not less than one month's supply of each such product (as denoted in the 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 transfer of the Closing two Transferred Companies (being Sonic Foundry International 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 Inventory"Mediasite K.K.).

Purchased Assets. On Subject to the terms and subject to the conditions contained in of this Agreement, Purchasers hereby agree to purchase from the Sellers, and Seller Parent hereby agrees to, and shall cause each of the other Sellers to, sell, transfer and assign to Purchasers, on the Closing DateDate (as hereinafter defined), Buyer shall purchase from Sellerall of the Sellers’ assets related to and used exclusively in connection with the operation of the Business, and Seller shall sellother than the Excluded Assets (as hereinafter defined), convey, assign, transfer and deliver (collectively referred to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counselherein as the “Purchased Assets”), free and clear of any and all Liens, other than Permitted Liens. The Purchased Assets shall include, but not be limited to, the following: (a) All of the Sellers’ rights and obligations under all of the following assetsagreements of the Sellers relating to the Business, properties, rights, titles and interests all of every kind and nature owned, licensed or leased by Seller or otherwise used in which are identified on Schedule 2.1(a) attached hereto (collectively the Business (collectively, the "Purchased Assets"“Assigned Contracts”), but excluding all Excluded Assets: (i) all prepayments and prepaid expenses listed on the Purchased Assets Schedule; (iib) All of the Sellers’ accounts or notes receivable directly related to the Business, all machineryof which, equipmentas of January 31, tools2005, diesare identified on Schedule 2.1(b) attached hereto and which, jigsas of the Closing Date, moldsshall be identified in an update to Schedule 2.1(b) at least five (5) days prior to the Closing Date, patterns, furniture, spare parts and supplies, computers and all schedules, records and other documentation 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 such accounts or sell goods or productsnotes receivable, including, without limitation, any such purchase order listed all license fees and maintenance fees owing or to become owing under Assigned Contracts, advance payments, claims for refunds and deposits and other prepaid items existing on the "Contracts Schedule" Closing Date, and under each all notes, chattel paper or other contract listed on documents or instruments evidencing the Contracts Schedule and specifically identified as a contract to be assigned to Buyer (collectively, payment obligations of the "Assigned Contracts")account or note debtors; (ivc) All of the tangible personal property owned by Sellers and used exclusively in connection with the conduct of the Business, all distribution systems and networks of which, to the extent it has a net book value in excess of $10,000 individually, shall be identified in the fixed asset schedule to be attached hereto as Schedule 2.1(c) at least five (5) days prior to the Closing Date; (d) All of the Sellers’ records directly related to or used exclusively in connection with the conduct of the Business or directly pertaining to the Purchased Assets including, without limitation, all corporate records relating to the rightSubsidiaries; (e) To the extent transferable, from the Licenses required under all laws, rules and after regulations applicable to or affecting the Business, all of which are set forth on Schedule 2.1(e); (f) All Owned Real Property, Real Property Leases, Leased Real Property and Leasehold Improvements identified in the real property schedule attached hereto as Schedule 2.1(f); (g) The outstanding shares of capital stock of each Subsidiary set forth on Schedule 2.1(g)(i) together with all tangible and intangible personal and real property held by such Subsidiary on the date hereof, all of which, to the extent it has a net book value in excess of $10,000 individually, shall be identified in the subsidiary asset schedule to be attached hereto as Schedule 2.1(g)(ii) at least five (5) days prior to the Closing Date, except with respect to contact and do business with any distributorsuch property owned by RMPI, broker LLC – Philippines Branch or sales representative that distributes Seller's products (excluding any rights or obligations under any Distribution Contracts (as defined by REMECINC SRL, all of which is identified in Section 2.1(b)(ixSchedule 2.1(g)(ii) below)) and all rights (but not attached hereto to the obligation) to hire Seller's employeesextent it has a net book value in excess of $10,000 individually; (vh) 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 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; (x) 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 All Inventory of the Closing Date (but excluding any private label accounts receivable)Sellers, such accounts receivable to be set forth on a schedule to be jointly prepared by Seller and Buyer as list 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 (B) not less than one month's supply of each such product (as denoted in the 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 Schedule 2.1(h) at least five (5) days prior to be jointly prepared by Buyer and Seller as the Closing Date; (i) The Proprietary Rights of the Sellers to the extent they directly relate to the Business and which are set forth on Schedule 2.1(i); (j) All insurance benefits, including rights and proceeds, arising from or relating to the Purchased Assets or the Assumed Obligations prior to the Closing Date; (k) All claims of Sellers against third parties relating to the Purchased Assets, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent; and (l) The goodwill associated with the Purchased Assets 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 Inventory")Business.

Purchased Assets. On the terms and subject to the conditions contained in this Agreementherein, on the Closing Date, Buyer shall purchase from Seller, and Seller shall sell, convey, assigntransfer, transfer assign and deliver to Buyer, and the Seller shall cause Buyer by appropriate instruments reasonably satisfactory to Buyer purchase, acquire and its counselaccept from the Seller, free and clear of all LiensLiens (other than those Liens included in the Assumed Liabilities), all of the Seller’s right, title and interest in and to all of the following assetsassets which Seller owns or in which Seller has any right, propertiestitle or interest, rights, titles and interests of every kind and nature owned, licensed or leased by Seller or otherwise used in the Business other than those assets specified as Excluded Assets (collectively, the "Purchased “Assets"”) as the same shall exist on the Closing Date: (a) all accounts or notes receivable of the Business; (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories of the Business (“Inventory”) (c) all Contracts set forth on Schedule 2.1(c)(i), the Leases set forth on Schedule 2.1(c)(ii) and the Intellectual Property Licenses set forth on Schedule 2.1(c)(iii) (all of the foregoing are collectively referred to herein as the “Assigned Contracts”); (d) all Intellectual Property owned by Seller and exclusively used in connection with the Business, including the Intellectual Property Registrations set forth on Schedule 2.1(d) (the “Intellectual Property Assets”); (e) all furniture, fixtures, equipment, supplies and other tangible personal property of the Business listed on Schedule 2.1(e) (“Tangible Assets”); (f) all Permits listed on Schedule 2.1(f), but excluding only to the extent such Permits may be transferred under applicable Law; (g) all Excluded prepaid expenses, vendor rebates, credits, advance payments, security, deposits, charges, sums and fees to the extent related to the Assets:; (h) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Assets; (i) all prepayments and prepaid expenses listed on rights to any action, suit or claim of any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise, to the Purchased extent related to any Assets Scheduleor to the Business; (iij) all machinerybooks and records, equipmentincluding books of account, toolsledgers and general, diesfinancial and accounting records, jigsmachinery and equipment maintenance files, moldscustomer lists, patternscustomer purchasing histories, furnitureprice lists, spare parts distribution lists, supplier lists, production data, quality control records and suppliesprocedures, computers customer complaints and inquiry files, research and development files, records and data (including all related equipmentcorrespondence with any Governmental Authority), telephones sales material and all related equipment records, strategic plans, internal financial statements and all marketing and promotional surveys, material and research, that exclusively relate to the Business or the Assets (the “Books and Records”), other tangible personal property listed than books and records set forth on the Purchased Assets Schedule; (iii) all rights existing under all purchase orders to purchase or sell goods or products, including, without limitation, any 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"2.1(j); (ivk) all distribution systems and networks includingthe corporate or marketing names “LogoSportswear”, without limitation“Logo Sportswear”, the right“LogoSoftwear”, from and after the Closing Date“T Fund”, 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 2.1(b)(ix) below)) “Team Sportswear” 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 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; (x) 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 Buyer as of the Closing (the "Purchased Receivables")derivations thereof; and (xiiil) a number of units of each item of individual finished goods inventory set forth on the "Estimated Purchased Inventory Schedule" attached hereto as all goodwill associated with any 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 (B) not less than one month's supply of each such product (as denoted assets described in the column labeled "Minimum Purchase Units" in the "Estimated Purchased Inventory Schedule"), determined at PDK's unit costs for such inventory foregoing clauses (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 a) 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 Inventory"k).

Purchased Assets. On Subject to the terms and subject conditions of this Agreement and to the conditions continued accuracy of the representations and warranties contained in this Agreementherein, on the Closing Date, Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver ("Transfer") to Buyer by appropriate instruments reasonably satisfactory to Buyer Purchaser and its counselPurchaser shall purchase, receive and accept delivery from Seller, free and clear of all Liens, all of Seller's then existing properties and assets (other than the following assets, properties, rights, titles and interests Excluded Assets) of every kind and nature ownednature, licensed real, personal or leased by Seller mixed, tangible or otherwise used in the Business intangible, wherever located (collectively, the "Purchased Assets"), but excluding all Excluded Assets: (i) all prepayments and prepaid expenses listed on the Purchased Assets 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 such purchase order listed all right, title and interest of Seller in, to and under: 2.1.1 All of the assets reflected on the "Contracts Schedule" Interim Financial Statement, other than the Excluded Assets and under each other contract listed on those assets disposed of after the Contracts Schedule Interim Financial Statement Date in the ordinary course of business consistent with past practice (including with respect to quantity and specifically identified as a contract to be assigned to Buyer (collectively, the "Assigned Contracts"frequency); (iv) all distribution systems 2.1.2 All equipment, furniture, trade fixtures 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 other tangible personal property owned by Seller's products (excluding any rights or obligations under any Distribution Contracts (as defined in Section 2.1(b)(ix) 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 those relating exclusively to Excluded Assets or Excluded Liabilities; (vii) all Proprietary Rights, including, without limitation, those items listed on Schedule 2.1.2 attached hereto and incorporated herein by this reference (the Proprietary Rights Schedule"Fixed Assets"); 2.1.3 All of the Contracts; 2.1.4 All rights to payment as a consequence of (viiia) all Government Licenses, deposits and prepayments including, without limitation, any foreign product registrations and those Government Licenses the deposit under the Lease, listed on the Schedule 2.1.5 attached "Licenses Schedule," but excluding hereto and incorporated herein by this reference and (b) any such Government Licenses which are by their terms not transferable; (ix) all insurancerefunds, warranty rights of set off, rights of recovery, and condemnation proceeds received after the date hereof with respect to damage, non-conformance claims or causes of or loss action relating to the Purchased Assets; Assets that arise after the Closing (x) all rights except for refunds of Taxes to receive mail and other communications addressed to Seller; (xi) except as the extent provided in Section 2.1(b)(v) below9.3); 2.1.5 Cash in an amount equal to all client retainer balances which remain outstanding as of the Closing Date; 2.1.6 All creative materials, all booksadvertising and promotional materials necessary or used in connection with the business of Seller or any of the Selling Members, records, ledgers, wherever stored or located; 2.1.7 All files, documents, correspondence, studies, reports, books and records of Seller (including all data and other information stored on discs, tapes or other media), client lists, studies client records and reports credit data, computer programs, software, and other printed hardware owned or written materialsused in connection with the business of Seller or any of the Selling Members (collectively, the "Documents"); (xii) all trade accounts receivable as of 2.1.8 All general intangibles used by 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 Buyer as of the Closing (the "Purchased Receivables")that is not an Excluded Asset; and (xiii) a number 2.1.9 All other assets of units of each item of individual finished goods inventory set forth Seller, whether or not reflected on the "Estimated Purchased Inventory Schedule" attached hereto as books or records 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 (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")Seller.

Purchased Assets. On Upon the terms and subject to the conditions contained in of this Agreement, on the Closing Date, Parent and Seller shall, and Parent shall cause Seller to, sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from Parent and Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counsel, free and clear of all LiensEncumbrances (except for Permitted Encumbrances), all right, title and interest of Parent and Seller in, to and under: (a) the following assetsPurchased Municipal Bonds; (b) the machinery, propertiesequipment, rightsvehicles, titles furniture and interests of every kind other personal property listed or referred to in Disclosure Letter Schedule 5.10(A); (c) the Copyrights, Patent Rights and nature ownedTrademarks (including all names under which Seller is conducting the Business or has within the previous five years conducted the Business), licensed and all goodwill associated therewith, listed in Disclosure Letter Schedule 5.11(A); (d) all Trade Secrets and other proprietary or leased by Seller or otherwise confidential information primarily used in or relating to the Business Business, including any policies and procedures relating to compliance with any broker-dealer, SEC, NASD, NYSE, any other Governmental Body rules and regulations or any clearing agency with respect to the Business; (collectively, e) the "Purchased Assets"Software listed in Disclosure Letter Schedule 5.11(B), but excluding ; (f) the Contracts listed in Disclosure Letter Schedules 2.1(F) and 5.11(C); (g) the promissory notes with respect to Employees listed in Disclosure Letter Schedule 5.13(B) and all Excluded Assets:amounts actually withheld for estimated Taxes with respect to such notes equal to $218,000; (h) cash in an amount equal to the Accrued Bonuses; (i) copies of all prepayments books and prepaid expenses listed records (including financial and accounting records and all data and other information stored on discs, tapes or other media) of Seller relating to the Purchased Assets Schedule; and the Division (ii) all machineryexcluding with relation to Employees), equipmentincluding sales, toolsadvertising and marketing materials (but for financial and accounting books and records, dies, jigs, molds, patterns, furniture, spare parts only to the extent relating solely and supplies, computers and all related equipment, telephones and all related equipment and all other tangible personal property listed on exclusively to the Purchased Assets Schedule;and the Division); and (iiij) all rights existing under all purchase orders client lists, customer lists, supplier lists, mailing lists, do not call lists and other data owned, associated with, used or employed in or by the Division, including service and warranty records, operating guides and manuals, studies, and correspondence of the Division. With respect to purchase any unwritten remarketing agreement or sell goods any remarketing agreement pursuant to which any municipal bond or products, including, without limitation, other security may be put to Buyer on or after Closing that is referred to in Disclosure Letter Schedule 2.1(F) (or with respect to any such purchase order listed on the "similar Assumed 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, pursuant 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 2.1(b)(ix) 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 current7.7), suppliersBuyer in its sole discretion by written notice to Seller may exclude such Assumed Contract from being assigned hereunder, distributorsif such agreement does not satisfy Buyer’s Credit Requirements determined in accordance with a reasonable application thereof, personnel in good faith and agents and all other booksin consultation with Seller (such Contract, ledgers, files, documents, correspondence and business records; an “Excluded Remarketing Agreement”). Buyer shall exercise such right within fifteen (vi15) all claims, deposits, prepayments, warranties, guarantees, refunds, causes days of action, rights of recovery, rights of set-off and rights of recoupment listed on the Purchased Assets Schedule, other than 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 any such Contract referred to in Disclosure Letter Schedule 2.1(F) and within fifteen (15) days of or loss notice of any such Contract assigned to the Purchased Assets; (x) all rights Buyer pursuant 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 7.7. Following delivery of the Closing Date (but excluding any private label accounts receivable)such notice by Buyer, such accounts receivable to be set forth on Excluded Remarketing Agreement shall not constitute a schedule to be jointly prepared by Seller Purchased Asset, and 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 (B) shall not less than one month's supply of each such product (as denoted in the 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 Inventory")acquire any rights or assume any liabilities with respect thereto.

Purchased Assets. On Upon the terms and subject to the conditions contained in this Agreementset forth herein, on the Closing Date, Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer transfer, convey and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer Purchaser, and its counsel, free and clear of all LiensPurchaser shall acquire from Seller, all assets of the following assets, properties, rights, titles Seller that are related to and interests of every kind and nature owned, licensed or leased by Seller or otherwise used in the Business Business, other than the Excluded Assets (as defined below), as same are constituted on the date of the Closing (as defined below) (collectively, the "Purchased Assets"). Without limiting the generality of the foregoing, but excluding all Excluded Assetsthe Purchased Assets include: (i) all prepayments and prepaid expenses listed on the Purchased Assets Scheduleinventory (if any); (ii) all machinery, equipment, toolscomputers, diescomputer systems, jigssoftware and related licenses, moldstelephones, patternstelephone systems, furniturevehicles, spare parts furniture and suppliesfurnishings, computers and all related equipment, telephones and all related equipment supplies and all other tangible personal property listed on the Purchased Assets Scheduleproperty, leasehold improvements and fixed assets, and all rights, warranties and claims pertaining thereto; (iii) all of Seller's rights existing under all purchase orders to or in respect of orders, contracts and agreements for the purchase or sell goods sale of goods, merchandise or productsservices, includingand any other written agreements entered into with any customer or client of the Business in the ordinary course of the Business, without limitationtogether with the leases, any such purchase order listed employment agreements and other executory contracts set forth on Schedule 1(a)(iii) (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 Purchased Contracts"), including rights to any and all security deposits thereunder; (iv) all distribution systems telephone listings and networks including, without limitation, telephone numbers (to the right, from and after the Closing Date, to contact and do business with any distributor, broker or sales representative that distributes extent of Seller's products (excluding any rights or obligations under any Distribution Contracts (as defined in Section 2.1(b)(ixtherein) belowof the Business, including but not limited to those set forth on Schedule 1(a)(iv)(A)) , and all rights (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 obligation) to hire Seller's employeesBusiness; (v) all lists and records pertaining to customer trade accounts (whether past or current), suppliers, distributors, personnel and agents and all other books, ledgers, files, documents, correspondence and business recordsreceivable; (vi) all claimsdeposits and prepaid expenses of the Business, depositsincluding but not limited to any prepaid advertising and prepaid rents, prepayments, warranties, guarantees, refunds, causes of action, but expressly excluding any rights of recovery, rights of set-off and rights of recoupment listed on the Purchased Assets Schedule, other than those relating exclusively to Excluded Assets or Excluded Liabilitiesunearned 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 Proprietary Rightsrights to xxx for infringement thereof or any variant thereof or otherwise to enforce the same, including, without limitation, those listed on the Proprietary Rights Scheduleand 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 xxxxxxxxxx.xxx, xxxxxxxxxxxxxx.xxx, xxxxxxxxxxxxx.xxx, xxxxx.xxx, e–xxxxxxx.xxx, e–xxxxxxx.xxx, xxxxxxx.xxx, xxxxxxxx.xxx, xxxxxxxxxxxxx.xxx and xxxxxxxxxxxxx.xxx, and any other domain names for websites dedicated primarily to order generation for the Business, the internet website processing language and code to run such websites, software and licenses relating thereto, and all Government Licensesrights to xxx for infringement thereof or any variant thereof or otherwise to enforce the same, including, without limitation, any foreign product registrations and those Government Licenses listed on the attached "Licenses Schedule," but excluding any such Government Licenses all royalties which are by their terms not transferablemay be receivable in respect thereof; (ix) original if available, or otherwise original copies of, all insurancebooks, warranty records, information, and condemnation proceeds received after data pertaining to the date hereof Business currently used or useful in connection with respect to damage, non-conformance of or loss to the Purchased Assets, including, but not limited to, all invoices, customer lists, data and 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 other form, to the extent related to the Business, but excluding tax returns and personnel records pertaining to Seller's former employees; (x) all rights licenses, permits, authorizations, certificates of occupancy, franchises and approvals of any nature issued by any governmental authority to receive mail and other communications addressed to Seller; (xi) except as provided Seller 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 respect of the Closing Date (but excluding any private label accounts receivable)Business, such accounts receivable to be set forth on a schedule to be jointly prepared or otherwise obtained by Seller and Buyer as of for the Closing Business from any governmental authority, to the extent transferable under applicable law (including the "Purchased Receivables"Bankruptcy Code); and (xiiixi) the Business as a number of units of each item of individual finished goods inventory set forth on the "Estimated Purchased Inventory Schedule" attached hereto as going concern and all of the Closing Date which is (A) no greater than 110% goodwill associated with the Business, and all other assets, properties, business and rights used in the conduct of the "Estimated Purchase Units" set forth on Business and not otherwise excluded from the "Estimated Purchased Inventory Schedule" attached hereto and (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")Assets hereunder.

Purchased Assets. On Upon the terms and subject to the conditions contained in this Agreementherein, on the Closing Date, Buyer shall purchase from SellerSeller will, and Seller shall or will cause its Subsidiaries to, as the case may be, sell, convey, assigntransfer, transfer assign and deliver to Buyer by appropriate instruments reasonably satisfactory to and/or one or more Affiliates of Buyer, and Buyer will, or will cause one or more of its Affiliates to, as the case may be, purchase and acquire from Seller or its counselSubsidiaries, free and clear of all Liensas the case may be, all of 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, propertiescontracts and rights of whatever kind or nature, rightsreal or personal, titles and interests of every kind and nature ownedtangible or intangible, licensed or leased by Seller or otherwise used in the Business wherever located (collectively, the "Purchased Assets"), but excluding all Excluded Assets:): (i) all prepayments of the issued and prepaid expenses listed on outstanding shares of capital stock of ACFI (the Purchased Assets Schedule"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 machineryof the issued and outstanding shares of capital stock of AIFI (the "AIFI Shares"), 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 by delivery to Buyer of certificates representing the Purchased Assets ScheduleAIFI Shares endorsed for transfer to Buyer or accompanied by stock powers duly executed in blank; (iii) all rights existing under all purchase orders to purchase or sell goods or products, including, without limitation, any such purchase order the assets listed on Schedule 2.1(a)(iii) hereto (the "Contracts Schedule" and under each other contract listed on the Contracts Schedule and specifically identified as a contract to be assigned Purchased Investment Assets"), by delivery to Buyer (collectivelyof certificates endorsed for transfer, membership agreements amended to replace Seller or its Subsidiaries, as the "Assigned Contracts");case may be, with Buyer, or other indicia of ownership required by Buyer, to evidence transfer of the Purchased Investment Assets to Buyer. (iv) all distribution systems and networks includingother purchased assets listed on Schedule 2.1(a)(iv) hereto (the "Other Purchased Assets"), without limitationby delivery to Buyer of certificates endorsed for transfer, membership agreements amended to replace Seller or its Subsidiaries, as the rightcase may be, from and after the Closing Datewith Buyer, or other indicia of ownership required by Buyer, 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 2.1(b)(ix) below)) and all rights (but not evidence the obligation) transfer of the Other Purchased Assets to hire Seller's employeesBuyer; (v) all lists and records pertaining to customer accounts (whether past or current), suppliers, distributors, personnel and agents and all other the minutes books, ledgersstockholder and transfer records, files, documents, correspondence Tax Returns and business recordsaccounting records of the Acquired Companies; (vi) all Loan Files, Contracts, rights under Contracts, claims, deposits, prepayments, warranties, guarantees, refunds, causes of action, rights action and copies of recovery, rights of set-off Tax Returns and rights of recoupment listed on accounting records relating to the Purchased Investment Assets Schedule, other than those relating exclusively to Excluded Assets or Excluded Liabilities;and the Other Purchased Assets; and (vii) all Proprietary Rights, including, without limitation, those listed on Retained Investment Proceeds received (other than in the Proprietary Rights Schedule; (viiiform of cash) all Government Licenses, including, without limitation, any foreign product registrations and those Government Licenses listed on from 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 Cut-Off date hereof with respect to damage, non-conformance of or loss to the Purchased Assets; (x) 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 through 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 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 (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")Date.

Purchased Assets. On the terms and subject Subject to the conditions contained in provisions of this Agreement, on at the Closing Date(as defined in Section 1.9), Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer by appropriate instruments reasonably satisfactory to Buyer shall purchase and its counselacquire from Seller, free and clear of all any Liens, all of Seller's right, title and interest in and to all of the following assets, properties, rights, titles assets and interests of every kind and nature owned, licensed properties used primarily or leased by Seller or otherwise used exclusively in the Business Business, but excluding the Excluded Assets (collectively, the "Purchased Assets"). The Purchased Assets shall include the following types of assets, properties and rights, wherever located: (a) all inventories of raw materials, work-in-process and finished goods of the Business ("Purchased Inventory"), including those listed in Section 1.1(a) of the Seller Disclosure Schedule (as defined in Section 2 below) as and when provided in Section 4.7; (b) all fixed assets related primarily or exclusively to the Business, consisting of machinery and equipment, molds and other fixed assets listed on Section 1.1(b) of the Seller Disclosure Schedule (collectively, "Purchased Equipment"), but excluding all Excluded Assets:other fixed assets located at CASMED's facilities in Branford, Connecticut; (c) all Exclusive Business IP (as defined in Section 2.10(a)), and all licenses or sublicenses with respect to any Exclusive Business IP; (d) all goodwill related primarily or exclusively to the Business as a going concern, including the customer lists and the trademarks listed in Section 2.10(b)(ii) of the Seller Disclosure Schedule; (e) all data, files, books and records (including billing and financial and accounting records, but excluding email and other correspondence), business plans, strategies, marketing and other documents and information maintained by Seller relating primarily or exclusively to the Business (whether in print, electronic or other media and including all customer and supplier and prospective customer and supplier lists and files, and referral sources) and web page programming code owned by Seller relating exclusively to the Business or the Products; provided, however, that Seller shall be permitted to retain copies of the foregoing for its records; (f) all of the rights of Seller under Fully Acquired Agreements (as defined in Section 1.3(a)(i)(A)) and a portion of the rights of Seller under the Partially Acquired Agreements (as defined in Section 1.3(a)(i)(B)) included in the Assumed Liabilities; (g) all of Seller's federal, state, municipal and foreign licenses, Permits (including those listed in Section 2.13 of the Seller Disclosure Schedule) and authorizations, and all pending applications therefor and renewals thereof that are necessary to and are used primarily or exclusively in the operation of the Business, each of which shall be listed in Section 1.1(g) of the Seller Disclosure Schedule, in each case to the extent transferable to Buyer; (h) all Actions of any kind (including rights under and pursuant to all warranties, representations and guarantees made by customers of Seller or suppliers of services and materials or equipment to Seller) pertaining primarily or exclusively to or arising primarily or exclusively out of the Business, and inuring to the benefit of Seller, but excluding, however, those items described in Section 1.2 below; and (i) all prepayments and prepaid expenses listed on the Purchased Assets 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 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 2.1(b)(ix) 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 drawings, FDA and business records; (vi) all claimsinternational regulatory materials, depositsfilings, prepaymentsapprovals and 510(k)s, 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 those relating design dossier documentation acceptable for CE marking related primarily or 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; (x) 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 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 (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")Business.

Purchased Assets. On Upon the terms and subject to the conditions contained in of this Agreement, on at the Closing DateClosing, Buyer Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from Seller, all Seller’s right, title and Seller shall sell, convey, assign, transfer interest in and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counsel, free and clear of all Liens, all of the following assets, properties, rights, titles and interests of every kind and nature owned, licensed assets owned or leased held by Seller or otherwise and used in or that relate to the Business wherever located, but excluding the Excluded Assets set forth in Section 2.2 (collectively, the "“Purchased Assets"”), but excluding all Excluded Assetsincluding: (ia) all prepayments and prepaid expenses listed on accounts or notes receivable of the Purchased Assets ScheduleBusiness; (iib) all machineryrights and interests in and to the Leased Real Property and the Real Property Leases, equipmentincluding prepaid rents, toolssecurity deposits, diesoptions to renew, jigs, molds, patterns, furniture, spare parts and supplies, computers rights of first refusal under the Real Property Leases and all related equipment, telephones leasehold improvements and all related equipment and all other tangible personal property listed on forming part of the Purchased Assets ScheduleLeased Real Property; (iiic) all rights existing under all purchase orders to purchase Permits, including Environmental Permits, which are held by Seller and required for the conduct of the Business as currently conducted or sell goods or products, including, without limitation, any such purchase order listed on for the "Contracts Schedule" ownership and under each other contract listed on use of 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 DatePurchased Assets, to contact and do business with any distributor, broker or sales representative that distributes Seller's products (excluding any rights or obligations the extent such Permits may be transferred under any Distribution Contracts (as defined in Section 2.1(b)(ix) 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 those relating exclusively to Excluded Assets or Excluded Liabilities; (vii) all Proprietary Rightsapplicable Law, including, without limitation, those listed on in Section 5.14 of the Proprietary Rights Disclosure Schedule; (viiid) all Government Licensesof the Personal Property, includingand all rights and interests in and to the Personal Property Leases, without limitationincluding prepaid rents, any foreign product registrations security deposits and those Government Licenses listed on the attached "Licenses Schedule," but excluding any such Government Licenses which are by their terms not transferableoptions to renew or purchase; (ixe) the Inventories; provided, however, that subject to and in accordance with the Leaseback Agreement and Applicable Law, Purchaser shall become only the beneficial owner of the Inventories at Closing and legal title shall not transfer to Purchaser until Purchaser receives all insurance, warranty and condemnation proceeds received after the date hereof with respect Permits that Purchaser determines are necessary for Purchaser to damage, non-conformance of or loss hold legal title to the Purchased AssetsInventories; (xf) all rights and interests under or pursuant to all warranties, representations and guarantees, express, implied or otherwise, of or made by suppliers or others in connection with the Purchased Assets or the Assumed Liabilities; (g) the Transferred Intellectual Property and Seller’s IP Rights Agreements, including those items listed on Schedule 2.1(g), and all goodwill of the Business connected with the use of, and symbolized by, the Transferred Intellectual Property; (h) all rights and interests in and to all Contracts to which Seller or by which any of the Purchased Assets is bound or affected and that relate to the Business, and all Contracts pertaining to the Assumed Liabilities (collectively, the “Assigned Contracts”); (i) the Books and Records, except to the extent to which Seller is prohibited from disclosing or transferring to Purchaser under Applicable Law and is required by Applicable Law to retain; (j) all prepaid expenses, deferred charges, security deposits, sums, fees and other prepaid items paid by Seller or Affiliate prior to Closing that relate to the Business, the Purchased Assets or the Assumed Liabilities; (k) all rights of Seller under warranties, indemnities and all similar rights against third parties to the extent related to the Business, the Purchased Assets or the Assumed Liabilities; (l) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities; (m) all rights to receive mail and other communications addressed any Actions of any nature available to Selleror being pursued by Seller to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise; (xin) except as provided in Section 2.1(b)(v) belowall goodwill and going concern value of the Business, including all booksof the other intangible assets, recordsrights and claims of Seller of every kind and nature relating to the Business, ledgersincluding but not limited to licenses, files, documents, correspondence, customer lists, studies telephone numbers, advertising and reports marketing programs and other printed or written materialsplans, referral relationships, business information, and software owned by Seller, including any enhancements, upgrades and improvements thereto authored by employees of Seller, and used in the operation of the Business; (xiio) all trade accounts receivable as the domain name, website and URL of the Closing Date Business, and to the extent owned by or available to Seller, or that Seller has any rights therein, all rights of ownership to, claims or rights to, or the ability or right to access, update, reply, or comment on, any third party website or content provider related to or describing the Business (but excluding any private label accounts receivablee.g., xxxxxxx.xxx, xxxxxxxxxxxxx.xxx, xxxxxxxxxxxxx.xxx, xxxx-xxxxxxxx.xxx, xxxxxxxxxxxxx.xxx, xxxx.xxx, etc.), such accounts receivable including all user names, passwords and other logins and/or ability to be set forth on a schedule to be jointly prepared by Seller and Buyer as access any of the Closing (the "Purchased Receivables")foregoing; and (xiiip) a number all proceeds of units of each item of individual finished goods inventory set forth on the "Estimated Purchased Inventory Schedule" attached hereto as any or all 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 (B) not less than one month's supply of each such product (as denoted in the 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 foregoing received or receivable after 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 Inventory")Time.

Purchased Assets. On Subject to and upon the terms and subject to the conditions contained set ---------------- forth in this Agreement, on at the Closing DateClosing, the Seller will sell, transfer, convey, assign and deliver to the Buyer, and the Buyer shall will purchase and acquire from Seller, all of Seller's right, title, and Seller shall sell, convey, assign, transfer interest in and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counsel, free and clear of all Liens, all of the following assetsrights and assets (other than assets that are part of the Seller's physical facilities, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller or otherwise used in the Business (collectively, the "Purchased Assets"), but excluding all Excluded Assets: (i) all prepayments and prepaid expenses listed on the Purchased Assets 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, including without limitation, any such purchase order listed on the "Contracts Schedule" all property, plant 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"); (ivequipment) 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 used in or sales representative that distributes Seller's products (excluding any rights or obligations under any Distribution Contracts (as defined in Section 2.1(b)(ix) 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 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; (x) all rights to receive mail and other communications addressed to Seller; (xi) except as provided in Section 2.1(b)(v) belowresearch, all booksdevelopment, records, ledgers, files, documents, correspondence, lists, studies and reports and other printed distribution or written materials; (xii) all trade accounts receivable sale of PBH's Opaque Lens Products by Seller as of the Closing Date (collectively, "PBH's Opaque Lens Business"): -------------------------- (a) all books, records, manuals, reports, lists, advertising and promotional materials, computer records and other documents relating to PBH's Opaque Lens Products; (b) Natural Touch(TM) product line profit and loss statements relating to each of PBH's Opaque Lens Products for the United States; (c) all legal or equitable rights in the following trademarks: (A) "Natural Touch," U.S. Trademark Registration Number 1758144 and (B) "The Definition of Beautiful Eyes," U.S. Trademark Registration Number 1945993; (the foregoing collectively referred to as the "Assigned Trademarks"); (d) all lists of stock keeping units ("SKUs") (i.e., all forms, ---- package sizes and other units in which PBH's Opaque Lens Products are sold and which are used in records of sales and inventories); (e) all bills of materials for each of PBH's Opaque Lens Products, consisting of full manufacturing standards and procedures, quality control specifications, specifications for raw materials and components, including all lists of authorized sources for materials and components; (f) all artwork and mechanical drawings currently in use relating to each of PBH's Opaque Lens Products; (g) all customer lists, including but excluding any private label accounts receivable)not limited to, such accounts receivable lists of distributors, opticians, ophthalmologists, optometrists, and eye-care chains who have bought PBH's Opaque Lens Products, including, but not limited to, all files of names, addresses, and telephone numbers of the individual customer contacts, and the unit and dollar amounts of sales monthly, by product, for each customer in the United States; (h) all marketing information, literature and materials relating to be PBH's Opaque Lens Products, including but not limited to Seller's consumer and trade promotion, marketing and business programs; (i) all documents containing or relating to product testing and laboratory research data relating to PBH's Opaque Lens Products, including but not limited to, all regulatory registrations and correspondence; (j) all consumer correspondence and documents relating to PBH's Opaque Lens Business; (k) all documents constituting or relating to price lists for PBH's Opaque Lens Products; (l) all documents and information relating to costs of production for each of PBH's Opaque Lens Products, including, but not limited to, raw material costs, packaging costs, and advertising and promotional costs; (m) all documents containing sales data relating to PBH's Opaque Lens Products; (n) a license under the patents set forth on a schedule to be jointly prepared by Seller in the license agreement attached as Exhibit 1 hereto, all in accordance with the terms and Buyer as of the Closing conditions --------- set forth therein (the "Purchased ReceivablesColor Patent License Agreement"); ------------------------------ (o) a license under the patents set forth in the license agreement attached as Exhibit 2 hereto, all in accordance with the terms and conditions --------- set forth therein (the "Molding Patent License Agreement"); -------------------------------- (p) a license under the patents set forth in the license agreement attached as Exhibit 3 hereto, all in accordance with the terms and conditions --------- set forth therein (the "Xxxxx Patent License Agreement", and together with the ------------------------------ Color Patent License Agreement and the Molding Patent License Agreement, the "License Agreements"); ------------------- (q) all trade secrets, technology and know-how of PBH relating to researching, developing, manufacturing, distributing and selling PBH's Opaque Lens Products, including, but not limited to, books and records, documents containing the results of research and development efforts, filings with the United States Food and Drug Administration ("FDA"), scientific and clinical --- reports, designs, manuals, drawings, and design, material and equipment specifications; (r) all permits, franchises, licenses, approvals and authorizations of governmental authorities exclusively related to PBH's Opaque Lens Business; (s) all goodwill associated with the Assigned Trademarks; and (xiiit) a number all of units of each item of individual finished goods PBH's consigned inventory set forth on in the "Estimated Purchased Inventory Schedule" attached hereto as of the Closing Date field which is (A) no greater than 110% of the "Estimated Purchase Units" set forth on the "Estimated Purchased Inventory Schedule" attached hereto and (B) not less than one monthexclusively related to PBH's supply of each such product (as denoted in the 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 Inventory")Opaque Lens Business.

Purchased Assets. On Subject to the terms and subject to conditions of this Agreement and in reliance upon the conditions representations, warranties, covenants and agreements of the Company contained in this Agreementherein, on at the Closing DateClosing, Buyer shall purchase from Seller, and Seller the Company shall sell, convey, assigntransfer, transfer assign and deliver to Buyer by appropriate instruments reasonably satisfactory Acquirer, and the Company shall cause Acquirer to Buyer purchase and its counselacquire from the Company, free and clear of all LiensLiens (other than those Liens included in the Assumed Liabilities), all of the Company’s right, title and interest in and to all of the following assetsassets which the Company owns or in which the Company has any right, propertiestitle or interest, rights, titles and interests of every kind and nature owned, licensed or leased by Seller or otherwise used in the Business other than those assets specified as Excluded Assets (collectively, the "“Purchased Assets")”): (a) All Company Intellectual Property owned or used in connection with the conduct of the Business, including, but excluding not limited to: (i) All Company Registered Intellectual Property listed on Section 2.9(a) of the Disclosure Schedule; (ii) All right, title and interest in the unregistered trademark listed on Section 1.1(a)(ii) of the Disclosure Schedule, including all Excluded Assetsgoodwill associated therewith; (iii) All trade secrets of the Company owned or used in connection with conduct of the Business, including, but not limited to, disks, designs, files, drawings, data and related documentation, and all similar property of any nature, tangible or intangible, owned or used in connection with the Company Intellectual Property; and (iv) all claims (including claims for past infringement or misappropriation of Company Intellectual Property) and causes of action of the Company against other Persons (regardless of whether or not such claims and causes of action have been asserted by the Company) arising in connection with the conduct of the Business, and all rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery possessed by the Company (regardless of whether such rights are currently exercisable) which have arisen in connection with the conduct of the Business; (b) All rights to xxx for or assert claims against and remedies against past, present or future infringements of any or all of the Company Intellectual Property owned or used in connection with the conduct of the Business and rights of priority and protection of interests therein and to retain any and all amounts therefrom; (c) All other Assets and Properties of the Company owned or used in connection with the conduct of the Business, including, but not limited to: (i) all prepayments inventories and prepaid expenses listed work-in-progress of the Company including, but not limited to, those inventories and works-in-progress set forth on Section 1.1(c)(i) of the Purchased Assets Disclosure Schedule; (ii) all machineryequipment, equipmentmaterials, prototypes, tools, diessupplies, jigs, molds, patternsvehicles, furniture, spare parts fixtures, improvements and supplies, computers and all related equipment, telephones and all related equipment and all other tangible personal property listed assets of the Company owned or used in connection with the conduct of the Business including, but not limited to, the tangible assets set forth on Section 1.1(c)(ii) of the Purchased Assets Disclosure Schedule; (iii) all rights existing under all purchase orders advertising and promotional materials possessed by the Company relating to purchase or sell goods or products, including, without limitation, any 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")Business; (iv) all distribution systems and networks including, without limitation, rights of the right, from and after Company under 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 set forth on Section 2.1(b)(ix1.1(c)(iv) below)) and all rights (but not of the obligation) to hire Seller's employeesDisclosure Schedule; (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 recordsthe domain names of the Company set forth on Section 1.1(c)(v) of the Disclosure Schedule; (vi) all claims, deposits, prepayments, warranties, guarantees, refunds, causes Governmental or Regulatory Authorizations held by the Company in connection with the conduct of action, rights of recovery, rights of set-off and rights of recoupment listed on the Purchased Assets Schedule, other than those relating exclusively to Excluded Assets or Excluded LiabilitiesBusiness; (vii) all Proprietary Rightsbooks, includingrecords, without limitationfiles (including all electronic files and back-up copies thereof), those listed on customer lists and data of the Proprietary Rights Schedule;Company relating to the Business; and (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;source code repository. (ixd) all insurance, warranty and condemnation proceeds received after the date hereof with respect to damage, non-conformance of or loss All goodwill incident to the Purchased Assets; (x) all rights to receive mail and other communications addressed to Seller; (xi) except as provided items listed 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 receivableSections 1.1(a), such accounts receivable to be set forth on a schedule to be jointly prepared by Seller 1.1(b) and Buyer as of the Closing (the "Purchased Receivables")1.1(c) above; and (xiiie) a number of units of each item of individual finished goods inventory set forth on All other assets used in or useful to the "Estimated Purchased Inventory Schedule" attached hereto as conduct 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 (B) not less than one month's supply of each such product (as denoted in the 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 Inventory").Business. ASSET PURCHASE AGREEMENT

Purchased Assets. On Upon the terms and subject to the conditions contained set forth in this Agreement, on and except for the Closing DateExcluded Assets, Buyer shall purchase from Seller, and Seller the Sellers shall sell, transfer, convey, assign, transfer assign and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer the Purchasers at the Closing, and its counselthe Purchasers shall purchase and accept from the Sellers, free and clear of all LiensEncumbrances other than Closing Encumbrances, all right, title and interest of the Sellers in, to and under, all of the following assets, Sellers’ assets and properties, rightsreal, titles personal or mixed, tangible and interests of every kind and nature ownedintangible, licensed wherever situated, held, owned or leased by Seller leased, that are used in, useful in, allocated to, necessary to, required for the conduct of, or otherwise used in generated from the Business operation of, the Business, including without limitation the following (collectively, the "“Purchased Assets"), but excluding all Excluded Assets:”): (i) all prepayments and prepaid expenses listed on the Purchased Assets 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 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 i. Seller IP (as defined in Section 2.1(b)(ix) below4.8)) 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 those relating exclusively to Excluded Assets or Excluded Liabilities; (vii) all Proprietary Rights, including, without limitation, those items listed on Schedule 2.1(a) and the Proprietary Rights Schedulerights to use the software set forth on Schedule 2.1(a); ii. the Contracts of the Sellers listed on Schedule 2.1(b) (viii) collectively, the “Transferred Contracts”); iii. all Government LicensesTangible Personal Property, including, without limitation, any foreign product registrations and those Government Licenses listed items set forth on the attached "Licenses Schedule," but excluding any such Government Licenses which are by their terms not transferableSchedule 2.1(c); iv. copies of books of account, general, financial and accounting records (ixexcluding Tax Returns), files, invoices, customers and suppliers lists, other distribution lists, billing records, engineering records, drawings, blueprints, schematics, manuals and customer and supplier correspondence owned by the Sellers, but only to the extent relating primarily to the Business (“Books and Records,” which term does not include Tax Returns) including the employee records of the Transferred Employees; v. deposits, advance payments, accounts receivable, prepaid items and expenses, deferred charges, rights of offset and credits and claims for refund relating to the Business; vi. Claims, rights and causes of action against third parties and all insurance, warranty and condemnation rights to insurance proceeds received after the date hereof with respect relating to any damage, non-conformance destruction or impairment of or loss to the Purchased Assets; vii. licenses, Permits, consents and certificates of any Governmental Authority issued to or held by the Sellers necessary or incidental to the conduct of the Business (x) all rights to receive mail the extent the same are transferable), including, without limitation, those that are listed on Schedule 2.1(g); viii. fee, leasehold and other communications addressed title interests in, to Selleror under the Owned Real Property and Leased Real Property described on Schedule 2.1(h) (the “Property”), together with all improvements, buildings and fixtures located thereon or therein and owned by Sellers and all construction in progress of Sellers; (xi) except as provided ix. goodwill associated with the Purchased Assets in Section 2.1(b)(v) below, all books, records, ledgers, files, documents, correspondence, lists, studies particular 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 Buyer as of the Closing (the "Purchased Receivables")Business in general; and (xiii) a number x. other assets and properties of units any nature whatsoever held by the Sellers and used in, useful in, allocated to, necessary to, required for the conduct of each item of individual finished goods inventory set forth on or generated from 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 (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")Business.

Purchased Assets. On Except for the terms Excluded Assets, at the Closing, Seller shall sell to Buyer, and subject to the conditions contained in this Agreement, on the Closing Date, Buyer shall purchase from Seller, all of Seller’s right, title and Seller shall sellinterest in and to Seller’s assets (collectively, conveythe “Purchased Assets”), assignincluding, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counselbut not limited to, the following, free and clear of all Liens except Permitted Liens, all of the following assets, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller or otherwise used in the Business (collectively, the "Purchased Assets"), but excluding all the Excluded Assets: (ia) all prepayments Cash in an amount equal to $300,000 plus the aggregate amount to be paid by RL to Seller for certain items of personal property as set forth on Schedule 1.02 (the “Minimum Cash Amount”) and prepaid expenses listed accounts receivable including without limitation, the designated bank account(s) set forth on the Purchased Assets ScheduleSchedule 2.24(i); (iib) all inventory, parts, castings, moldings, fixtures and tooling wherever located; (c) to the extent assignable to Buyer, any and all permits, consents and licenses held by Seller; (d) all furniture, fixtures, machinery, equipment, toolsvehicles, diestools and implements of any kind, 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 Schedulecharacter or nature; (iiie) all rights existing under all purchase orders to purchase or sell goods or productsthe Assumed Contracts, including, without limitation, any such purchase order including those 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"1.01(e); (ivf) all distribution systems and networks including, without limitation, of Seller’s interests in all improvements to 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 2.1(b)(ix) below)) and all rights (but not the obligation) to hire Seller's employeesReal Property; (vg) all lists Intellectual Property Rights, including all rights to the corporate and records pertaining to customer accounts (whether past or currenttrade names of Seller and those copyrights, patents, trademarks, trade names and pending applications therefore listed on Schedule 1.01(g), suppliers, distributors, personnel and agents and all other books, ledgers, files, documents, correspondence and business records; (vih) all claims, deposits, prepayments, warranties, guarantees, refunds, causes prepaid expenses of action, rights of recovery, rights of set-off and rights of recoupment listed on Seller relating to the Purchased Assets Scheduleor the Business for periods following the Closing, other than those relating exclusively to Excluded Assets or Excluded Liabilitiesincluding amounts paid in advance on account of rent, property taxes, utility charges, fuel, fees and deposits; (viii) all Proprietary Rights, including, without limitation, those listed on originals or copies (at the Proprietary Rights Schedule; (viiioption of Buyer) 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; (x) 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, ledgersmanuals, files, documentscustomer and supplier lists and records, correspondenceaccounts and billing records, listsplans, studies blueprints, specifications, drawings, surveys, personnel records (to the extent they may lawfully be provided to Buyer) and reports operating data of Seller whether in electronic format or otherwise, including without limitation, all historic books and other printed or written materialsrecords relating to the sale of firearms, including all records required to be kept pursuant to parts 447, 478, and, 479 of C.F.R. title 27 (such books and records relating to the sale of firearms, the “Historic Firearms Books and Records”); (xiij) all trade accounts receivable rights of Seller in and to all databases, software, software programs, object codes, source codes, systems documentation and user manuals; (k) all claims, causes of action and rights of recovery of Seller, whether asserted or commenced on or before the Closing Date; (l) the right to xxxx and receive payments for products shipped or delivered by Seller but unbilled or unpaid as of the Closing Date Closing; (but excluding any private label accounts receivablem) all telephone numbers (e.g., toll free numbers), such accounts receivable facsimile numbers, Internet addresses, websites and similar numbers or addresses assigned to be set forth on a schedule to be jointly prepared or used by Seller and Buyer as of the Closing (the "Purchased Receivables")Seller; and (xiiin) a number all 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 Seller’s catalogs, samples, marketing and (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")promotional materials.

Purchased Assets. On the terms and subject The assets to be conveyed to the conditions contained in this Agreement, on Purchaser by the Closing Date, Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counsel, free and clear of all Liens, (the “Purchased Assets”) are all of the following assets, properties, rights, titles assets and interests of every kind and nature owned, licensed or leased by Seller or otherwise used in properties that comprise the Business (collectively, excluding the "Purchased Assets"), but excluding all Excluded Assets) including the following: (ia) All accounts receivable related to the Business and owed to the Seller at the Closing Date and all prepayments notes, bonds and prepaid expenses listed on other evidences of indebtedness of and rights to receive payments from any person held by the Purchased Assets ScheduleSeller and related to the Business; (iib) 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 ScheduleAll Leases; (iiic) All Tangible Property and all rights existing under all purchase orders to purchase or sell goods or products, including, without limitation, any 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")Inventory; (ivd) 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 2.1(b)(ix) 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 those relating exclusively to Excluded Assets or Excluded Liabilities; (vii) all All Proprietary Rights, including, without limitation, those listed identified on the Proprietary Rights ScheduleSchedule 2.14; (viiie) All right, title and interest of the Seller in, to and under all Government Licenseslicenses, includingpermits, without limitationorders, any foreign product registrations and those Government Licenses listed on certificates or approvals relating to the attached "Licenses Schedule," but excluding any such Government Licenses which are by their terms not transferableBusiness, to the extent assignable; (ixf) All right, title and interest of the Seller in, to and under all insurancecontracts, warranty purchase orders and condemnation proceeds received after sales orders and all outstanding offers or solicitations made by or to the date hereof with respect Seller related to damagethe Business (the “Assumed Contracts”), nonto the extent assignable; it being understood that Schedule 1.2(f) identifies all such Assumed Contracts; (g) All rights, claims, causes of action and choses in action relating to the Business or the Purchased Assets; (h) Pre-conformance paid expenses of the Seller relating to the Purchased Assets and the Business as set forth on the Final Closing Statement; (i) All books of account, general, financial, accounting and personnel records, files, invoices, customers and suppliers lists and other data owned or loss used by the Seller relating to the Purchased Assets; (xj) all rights All cash and cash equivalents relating to receive mail and other communications addressed to Sellerthe Business; (xik) except as provided in Section 2.1(b)(v) below, all books, records, ledgers, files, documents, correspondence, lists, studies The Seller’s tradename 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 Buyer as of the Closing (the "Purchased Receivables")trademarks; and (xiiil) a number of units of each item of individual finished goods inventory set forth on the "Estimated Purchased Inventory Schedule" attached hereto as All other assets and goodwill and going concern value of the Closing Date which is (A) no greater Seller relating to the Business, other than 110% of the "Estimated Purchase Units" set forth on the "Estimated Purchased Inventory Schedule" attached hereto and (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")Excluded Assets.

Purchased Assets. On the terms and subject to the conditions contained set forth in this Agreement, on the Closing Date, Buyer shall (1) Heidrick U.S. will purchase from SellerDSI, and Seller shall DSI will sell, convey, assign, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory Heidrick U.S., and (2) Heidrick UK will purchase from DSI Limited, and DSI Limited will sell, convey, assign, transfer and deliver to Buyer and its counsel, free and clear of all LiensHeidrick UK, all right, title and interest of such Seller in and to the following assets, properties, rights, titles and interests of every kind and nature owned, licensed or leased by such Seller or otherwise (including indirect and other forms of beneficial ownership) as of the Closing Date (except to the extent constituting Excluded Assets pursuant to Section 2.1(c)), which are used in the Business Business, whether tangible or intangible, real or personal and wherever located and by whomever possessed, including the Intellectual Property Rights described in Section 2.1(b) (collectively, the "“Purchased Assets"” as a going concern), but excluding free and clear of all Excluded AssetsLiens (other than Permitted Liens), including the following: (i) all prepayments accounts receivable and prepaid expenses listed on work in progress (whether billed or unbilled as of the Purchased Assets ScheduleClosing Date) to the extent such items are included in the calculation of Net Working Capital; (ii) all machinerycredits, equipmentprepaid expenses, toolsdeferred charges, diesadvance payments, jigs, molds, patterns, furniture, spare parts security deposits and supplies, computers and all related equipment, telephones and all related equipment and all other tangible personal property listed on prepaid items of Sellers to the Purchased Assets Scheduleextent such items are included in the calculation of Net Working Capital; (iii) all claims, refunds, credits, causes of action, choses in action, rights existing under all purchase orders of recovery and rights of set-off of Sellers of any kind, to purchase or sell goods or productsthe extent arising from the Purchased Assets, including, without limitation, including any such purchase order listed on VAT receivables that are included in 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")calculation of Net Working Capital; (iv) all distribution systems Client work and networks including, without limitation, Client work product owned by Sellers arising in connection with the right, from and after Business that has been performed or is in the process of being performed on 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 2.1(b)(ix) below)) and all rights (but not the obligation) work product, pitch materials and other information related to hire Seller's employeesProspective Clients; (v) all lists and records pertaining Intellectual Property Rights owned by, issued to, licensed or used by Sellers, including the fully paid up, royalty free, worldwide, irrevocable, exclusive (except with respect to customer accounts (whether the US Navy, which to the Knowledge of Sellers had rights to use the Strategic Software Product but has not within the past or currentfive years), suppliersperpetual, distributorssublicenseable through multiple tiers, personnel transferable license to use the Strategic Software Product, along with all of Sellers’ interest in income, royalties, damages and agents payments accrued, due or payable to Sellers as of the Closing Date or thereafter (including damages and payments for past, present or future infringements or misappropriations thereof by third parties, the right to xxx and recover for past infringements or misappropriations thereof and any and all other bookscorresponding rights that, ledgersnow or hereafter, filesmay be secured throughout the world, documents, correspondence and business recordssolely to the extent arising from Purchased Assets); (vi) all claims(A) the contracts, depositsagreements and leases, prepaymentsincluding amendments and supplements, warrantiesmodifications, guaranteesand side letters or agreements, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment listed on Schedule 2.1(a)(vi), which, for the Purchased Assets Scheduleavoidance of doubt, other than those relating exclusively to Excluded Assets will not include any Employee Plans or Excluded Liabilitiesagreements and leases not listed on Schedule 2.1(a)(vi), and (B) any contracts or agreements entered into by Sellers between the date hereof and the Closing Date for which Sellers have received Buyers’ prior written consent as contemplated by Section 7.1(b) (collectively, the “Assumed Contracts”); (vii) all Proprietary Rightsleasehold improvements and all equipment (including all office equipment), includingfixtures, without limitationtrade fixtures, those listed on the Proprietary Rights Scheduleand furniture, in each case owned by Sellers, located in any building, office or other space leased, owned or occupied by Sellers or in any warehouse or other storage facility where any of Sellers’ properties and/or assets may be located; (viii) all Government Licensesoffice supplies, includingproduction supplies, without limitationspare parts, other miscellaneous supplies and other tangible property of Sellers of any foreign product registrations and those Government Licenses listed on the attached "Licenses Schedule," but excluding kind located in any such Government Licenses which are building, office or other space leased, owned or occupied by their terms not transferableSellers or in any warehouse or other storage facility where any of Sellers’ properties and/or assets may be located; (ix) all insurancelists, warranty records and condemnation proceeds received after the date hereof with respect other information pertaining to damageaccounts and referral sources; all lists, non-conformance records and other information pertaining to suppliers and customers; and 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); in each case whether evidenced in writing, electronic data, computer software or loss to the Purchased Assetsotherwise; (x) all rights to receive mail advertising, marketing and other communications addressed to Seller; (xi) except as provided in Section 2.1(b)(v) belowpromotional materials, all books, records, ledgers, files, documents, correspondence, lists, studies archival materials and reports and all other printed or written materials; (xi) all permits, licenses, certifications, authorizations, approvals and similar rights from all permitting, licensing, accrediting and certifying agencies (including all of the foregoing listed or described on Schedule 2.1(a)(xi)), and the rights to all data and records held by such agencies; (xii) all trade accounts receivable goodwill 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 going concern and Buyer as of the Closing (the "Purchased Receivables")all other intangible property; and (xiii) a number of units of each item of individual finished goods inventory set forth on the "Estimated Purchased Inventory Schedule" attached hereto all other properties, assets and rights owned by Sellers as of the Closing Date Date, or in which is any Seller has an interest (A) no greater than 110% solely to the extent of the "Estimated Purchase Units" set forth on the "Estimated Purchased Inventory Schedule" attached hereto and (B) not less than one month's supply of each such product (as denoted in the column labeled "Minimum Purchase Units" in the "Estimated Purchased Inventory Schedule"interest), determined at PDK's unit costs for such inventory (and 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 Inventory")not otherwise Excluded Assets.

Purchased Assets. On Subject to and upon the terms and subject to the conditions contained set ---------------- forth in this Agreement, on the Closing Date, Buyer shall purchase hereby purchases from Seller, and Seller shall sellhereby sells, conveytransfers, assignassigns and delivers to Buyer, transfer all right, title and deliver interest in, to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counsel, free and clear of all Liens, under all of the following assets, properties, rights, titles business, goodwill and interests other properties of Seller of every kind and nature description wherever located and whether tangible or intangible, real or personal or fixed or contingent, owned, licensed held, used or leased offered for sale by Seller or otherwise and used exclusively in connection with the Business operation of the Subject Businesses (collectively, the "Purchased Assets"). The Purchased Assets shall include, but excluding all Excluded Assetsnot be limited to, the following: i. all rights, interests and benefits accruing to Seller under the contracts and agreements with certain hospitals and other healthcare providers (collectively, the "Assigned Medical Contracts"), each of which are set forth in Schedule 1.a.i -------------- attached hereto; and all rights (including, without limitation, rights of refund and offset), privileges, deposits, claims, causes of action and options relating or pertaining to the Assigned Medical Contracts, including, without limitation, all rights to receive payment for products sold or services rendered on or after the Closing Date, whether paid through escrow arrangements or otherwise, and any escrow accounts related thereto, if any; ii. all data, files and records, whether in print, electronic or other media, pertaining to the Subject Businesses or Seller's performance of the Assigned Medical Contracts and the Assigned Contracts (as defined below) including, without limitation, (A) all customer and mailing lists relating to the Subject Businesses, (B) all supplier and vendor lists relating to the Subject Businesses, (C) all administrative materials and data relating exclusively to the Subject Business (provided, that as to the employee files for the employees listed on Schedule 3.m ------------ attached hereto, to the extent permitted by applicable law, Buyer may either (i) all prepayments and prepaid expenses listed on review the Purchased Assets Schedule; non-medical records of said employees at Seller's office during normal business hours for a period of ninety (90) days subsequent to the date hereof or (ii) if Buyer so elects, obtain a copy of such non-medical records for those employees of Seller that Buyer hires) and (D) correspondence and other communications pertaining to Seller's performance or services to be rendered in connection with the Assigned Medical Contracts; iii. all machineryfurniture, equipment, machinery, apparatus, tools, diesappliances, jigs, molds, patterns, furniture, spare parts and supplies, computers and all related equipment, telephones and all related equipment supplies and all other tangible personal property listed of every kind and description located either on the Purchased Assets Schedule;premises utilized or occupied by Seller or elsewhere and owned or used exclusively in connection with the Subject Businesses and set forth in Schedule 1.a.iii attached hereto (the "Equipment"); ---------------- (iii) iv. all rights existing right, title and interest of Seller in, to and under all purchase orders technology, know-how, data, telephone numbers, licenses (including, without limitation, one (1) IMNET license granted by McKessonHBOC), franchises, distributorships, labels, covenants by others not to purchase compete, rights and other privileges used exclusively or sell goods primarily in the conduct of the Subject Businesses, and any right to recovery for infringement thereof (including, without limitation, past infringement) and any and all goodwill associated therewith or productsconnected with the use thereof and symbolized thereby (the "Purchased Proprietary Rights"), including, without limitation, any such purchase order listed on all of the items set forth in Schedule 1.a.iv attached hereto; --------------- v. all goodwill of the Subject Businesses of Seller associated exclusively with the Purchased Assets; vi. all right, title and interest of Seller in and to the phrases "Contracts ScheduleCo-Sourcing" and "CodeRemote", or any derivation of the foregoing phrases, and the goodwill associated therewith; vii. all right, title and interest of Seller in, to and under each the contracts, arrangements, leases, instruments, purchase orders (as vendor or purchaser) and other contract listed on agreements related to the Contracts Schedule and specifically identified as a contract to be assigned to Buyer Subject Businesses (collectively, the "Assigned Contracts"); , each of which are set forth in Schedule 1.a.vii hereof, and all ---------------- rights (iv) all distribution systems and networks including, without limitation, the right, from rights of refund 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 2.1(b)(ix) 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 currentoffset), suppliers, distributors, personnel and agents and all other books, ledgers, files, documents, correspondence and business records; (vi) all claimsprivileges, deposits, prepayments, warranties, guarantees, refundsclaims, causes of action, rights of recovery, rights of set-off action and rights of recoupment listed on options relating or pertaining to the Purchased Assets Schedule, other than those relating exclusively to Excluded Assets or Excluded Liabilities; (vii) all Proprietary RightsAssigned Contracts, including, without limitation, those listed all rights to receive payment for products sold or services rendered on or after the Proprietary Rights ScheduleClosing, whether paid through escrow arrangements or otherwise, and any escrow accounts related thereto, if any; (viii) . all Government Licensesright, title and interest of Seller in computer equipment, hardware and software used exclusively in connection with the Subject Businesses, including, without limitation, all central processing units, terminals, disk drives, tape drives, electronic memory units, printers, keyboards, screens, peripherals (and other input/output devices), modems and other communication controllers, and any foreign product registrations and those Government Licenses listed on all parts and appurtenances thereto, together with all intellectual property used in the attached "Licenses Schedule," but excluding operation of such computer equipment and hardware, including, without limitation, all software (including, without limitation, all information, documentation and other communication whether in paper or electronic format relating to any custom developed software), all file layouts, all data files, all of Seller's rights under any licenses related to Seller's use, at any time, of such computer equipment, hardware or software, and all leases pursuant to which Seller leases any such Government Licenses which are by their terms not transferablecomputer equipment, hardware or software; (ix) . a pro rata portion of all insurance, warranty prepaid and condemnation proceeds received deferred items of Seller to the extent that such items relate to periods after the date hereof with respect Closing Date, including, without limitation, prepaid rentals, commission advances, other prepaid expenses, bonds, deposits and financial assurance requirements, and other current assets relating exclusively to damageany of the Purchased Assets or the Subject Businesses; x. all right, non-conformance title and interest of Seller in, to and under all rights, privileges, claims, causes of action and options relating or loss pertaining exclusively to the Subject Businesses or the Purchased Assets;; and (x) 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 Schedule 1.b, all other or additional ------------ privileges, rights, interests or properties and Buyer as assets 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 every kind and (B) not less than one month's supply of each such product (as denoted in the 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 description and Seller as of the Closing and provided furtherwherever located, that are used or intended for use exclusively or primarily in no event shall Buyer be obligated to purchase in excess of $1.5 million of inventory pursuant to this Agreement (connection with the "Purchased Inventory")Subject Businesses as presently conducted.

Purchased Assets. On Subject to Section 2.3, the terms and subject to the conditions contained in this Agreement, on the Closing Date, Buyer “Purchased Assets” shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counsel, free and clear of all Liens, be all of the following assets, properties, rightsintellectual property, titles permits, licenses and interests claims of every kind and nature owned, licensed or leased by Seller or otherwise used in the Business (collectively, the "Purchased Assets"), but excluding all Excluded Assets: (i) all prepayments and prepaid expenses listed on the Purchased Assets 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 or relating to purchase or sell goods or productsSeller’s operations, including, without limitation, any 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");following: (iva) all distribution systems equipment, vehicles, rolling stock, tools, spare parts, furniture, appliances, fixtures and networks supplies and all computers, printers, copiers, fax, telephone, and other office equipment, wherever located, used or held for use by Seller in conducting its operations, whether or not reflected in the Financial Statements and whether or not they have been expensed or fully depreciated, including, without limitation, the right, from such items of personal property of Seller substantially as listed 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 described in Section 2.1(b)(ix2.2(a) belowof the Disclosure Schedule (the “Personal Property”)) and all rights (but not the obligation) to hire Seller's employees; (vb) all lists of Seller’s rights, title and records pertaining interest in and to customer accounts (whether past or current), suppliers, distributors, personnel and agents and under all other books, ledgers, files, documents, correspondence and business recordsof the Assumed Contracts; (vic) all claims, deposits, prepayments, warranties, guarantees, refunds, causes All prepayments and deposits of action, rights of recovery, rights of set-off and rights of recoupment listed on Seller paid or deposited by Seller or with third parties under the Purchased Assets Schedule, other than those relating exclusively to Excluded Assets or Excluded Liabilities; (vii) all Proprietary RightsAssumed Contracts, including, without limitation, those listed on as described in Section 2.2(c) of the Proprietary Rights ScheduleDisclosure Schedule (the “Seller Prepaid Expenses”); (viiid) To the extent transferable, all permits, licenses, franchises, product registrations, filings, authorizations, approvals and indicia of authority (and pending applications for any thereof) granted by a Governmental Body to own the Purchased Assets and conduct the Seller’s operations, all of which are identified in Section 2.2(d) of the Disclosure Schedule, including all CAGE codes (the “Permits and Licenses”); (e) all Government Licensesrecords, documents, lists and files relating to Seller, its operations or the Purchased Assets, including, without limitation, executed originals (or copies of executed originals when executed originals are not available) of all Assumed Contracts, price lists, lists of accounts, clients, Customers, suppliers, employees, contractors, consultants and other personnel, shipping records, Customer records, business and marketing plans, sales brochures and catalogs and other sales literature and materials and historical Customer data, in each case, whether in hard copy, electronic form or otherwise (the “Books and Records”). For the avoidance of doubt, Books and Records do not include any foreign product registrations records or documents to the extent relating to the Excluded Assets, Excluded Liabilities, corporate seals, organizational documents, minute books, stock books, Tax Returns, accounting records, financial records, all bank account records, documents subject to attorney-client privilege, books of account, other records having to do with the corporate organization of Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees, and those Government Licenses listed on any other books and records which Seller is prohibited from disclosing or transferring to Purchaser under applicable Law and is required by Applicable Laws to retain (collectively, the attached "Licenses Schedule," but excluding “Excluded Records”). (f) All right, title, claim and interest of Seller in and to any such Government Licenses which are by their terms not transferableSeller Intellectual Property; (ixg) To the extent transferable, all of Seller’s rights, title and interest in and to and under all of the Seller’s employees’ confidentiality obligations arising under Seller’s employee handbook relating to the Purchased Assets “Handbook Confidentiality Rights”); (h) The computer software listed on Section 2.2(h) of the Disclosure Schedule (the “Transferred Software”); (i) All other intangible assets, rights and claims of Seller of every kind and nature, including, without limitation, associated goodwill, and business information currently used by Seller in connection with its operations, including but not limited to all technologies, methods, formulations, data bases, trade secrets, inventions, know-how, Customer lists and files, advertising and marketing programs and plans, telephone numbers, fax numbers, email addresses and website addresses and URLs (the “Intangibles”); (j) All cash, cash equivalents and securities, wherever located, representing deposits and pre-payments made by Customers and clients of Seller paid under the Assumed Contracts, including, without limitation, those cash, cash equivalents and securities as described in Section 2.2(j) of the Disclosure Schedule (the “Customer Prepaids”); (k) all insuranceexpress or implied guarantees, warranty warranties, representations, covenants, indemnities and condemnation proceeds received after the date hereof with respect to damage, non-conformance of or loss similar rights from third parties related to the Purchased Assets; (xl) all All other assets, properties and rights to receive mail of every kind and other communications addressed to Seller; (xi) except as provided nature owned or held by Seller or 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 which Seller has an interest on the Closing Date (but excluding any private label accounts receivable)Date, such accounts receivable known or unknown, fixed or unfixed, xxxxxx or inchoate, accrued, absolute, contingent or otherwise, which are used or held for use by the Seller, whether or not specifically referred to be set forth on a schedule to be jointly prepared by Seller and Buyer as of in this Agreement, other than the Closing (the "Purchased Receivables")Excluded Assets; and (xiiim) a number of units of each item of individual finished goods inventory set forth on All goodwill relating to the "Estimated Purchased Inventory Schedule" attached hereto as of foregoing assets and 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 (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")Seller.

Purchased Assets. On At the terms and subject to the conditions contained Closing (as defined in Section 3.1 of this Agreement), on the Closing Date, Buyer shall purchase from Seller, and Seller shall Sellers will sell, convey, transfer, assign, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counselthe Purchaser, free and clear of all LiensEncumbrances of any nature or kind whatsoever, other than Encumbrances disclosed on Schedule 5.6, and the Purchaser will purchase from the Sellers, all of the following right, title, and interest of the Sellers in and to all of the assets, properties, rights, titles and interests rights of every kind the Sellers constituting the Sellers' Business and nature owned, licensed or leased by Seller or otherwise used in the Business (collectively, the "Purchased Assets"), but excluding all Excluded Assetsmore particularly described as follows: (ia) All new and used recreational vehicles, all prepayments used boats, all new and prepaid expenses used all-terrain vehicles, all used personal water craft, and all replacement parts, accessories, supplies and other inventory items held in connection with Sellers' Business, listed on the Purchased Assets Schedule;Schedule 1.1 (iia) 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 hereto that are in Sellers' inventory on the Purchased Assets Schedule; date of Closing (iii) all rights existing under all purchase orders to purchase or sell goods or products, including, without limitation, any 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 ContractsInventory"); (ivb) All machinery, equipment and vehicles (other than Inventory items referred to in Section 1.1(a) above) and all distribution systems assignable (without recourse to Seller) warranties of third parties with respect thereto and networks includingall (b) hereto (the "EQUIPMENT"); (c) All contracts, without limitationleases, warranties, commitments, agreements, arrangements, and purchase and sales orders, whether oral or written, related to the rightSellers' Business as of the date of the Closing, from and pursuant to which the Sellers enjoy any right or benefit listed on Schedule 1.1(c) hereto (the "ASSIGNED Contracts"), which term includes the right to receive income arising 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 Date (as defined in Section 2.1(b)(ix3.1 of this Agreement) below)) and all rights (but not the obligation) to hire Seller's employeesin respect of such Assigned Contracts; (vd) all lists All rights to rentals, royalties and records pertaining other payments made by the Sellers, whether prepaid or otherwise recoupable by the Sellers as of the date of the Closing, pursuant to customer accounts (whether past or current), suppliers, distributors, personnel and agents and all other books, ledgers, files, documents, correspondence and business recordsany of the Assigned Contracts; (vie) Copies of all claimsdata and records in Sellers' possession of sales, deposits, prepayments, warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off customer and rights of recoupment listed on vendor lists and files relating to the customers served by the Sellers' Business or the Purchased Assets Schedule, other than those relating exclusively to Excluded Assets or Excluded Liabilities(hereinafter defined) (the "BOOKS AND RECORDS"); (viif) all Proprietary RightsAll licenses, includingpermits, without limitationcertificates, those and governmental authorizations listed on the Proprietary Rights Schedule; (viiiSchedule 1.1(f) hereto, together with all Government Licensespending applications for renewals and all bonds, includingdeposits or other security therefor, 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 in each case to the Purchased Assets; (x) 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 extent transferable by Seller and Buyer as of the Closing Sellers (the "Purchased ReceivablesPermits"); and (xiiig) a number Cash in the amount of units $80,288.51. All of each item of individual finished goods inventory set forth on the items described in this Section 1.1 to be purchased by the Purchaser are hereinafter collectively referred to as the "Estimated Purchased Inventory Schedule" attached hereto as of the Closing Date which is (A) no greater than 110% of the PURCHASED ASSETS"Estimated Purchase Units" set forth on the "Estimated Purchased Inventory Schedule" attached hereto and (B) not less than one month's supply of each such product (as denoted in the 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 Inventory").

Purchased Assets. On the terms and subject Seller hereby agrees to the conditions contained in this Agreementsell, on the Closing Date, Buyer shall purchase from Seller, and Seller shall sellcontribute, convey, assign, transfer and deliver assign to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counselPurchaser, free and clear of all Liens except Permitted Liens, and Purchaser hereby agrees to purchase and accept from Seller, effective as of the Effective Time, all of the assets of Seller other than the Excluded Assets, including the following assets, properties, rights, titles properties and interests of every kind and nature owned, licensed or leased by Seller or otherwise used in the Business rights (collectively, the "Purchased Assets"), but excluding all Excluded Assets:): (ia) all prepayments and prepaid expenses listed on the Purchased Assets Schedule; (ii) all machineryfixed assets, including furniture, furnishings, fixtures, leasehold improvements, office equipment, tools, dies, jigs, molds, patterns, furniture, spare parts and supplies, computers and all related telecommunications equipment, telephones and all related computer systems, mobile equipment and all other tangible personal property owned by Seller or used or held for use in connection with the conduct of the Business, including the items listed on the Purchased Assets Schedule; (iiior described in Schedule 1.1(a) all rights existing under all purchase orders to purchase or sell goods or products, including, without limitation, any 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 of Seller's Disclosure Letter (collectively, the "Assigned Owned Personal Property"); (b) all interests of Seller under any office lease ("Office Leases") that Purchaser shall designate in a written notice to Seller delivered prior to the expiration of the Inspection Period (as defined in the Other Purchase Agreements), that Purchaser is electing to assume (which leases shall be assigned to Purchaser at no cost or expense, and for any Office Leases Purchaser does not elect to assume, Seller shall terminate such Office Leases on or before Closing at Seller's sole cost and expense), and (ii) the Management Agreements that Purchaser designates in a written notice to Seller delivered prior to the expiration of the Inspection Period (as defined in the Other Purchase Agreements), that Purchaser is electing to assume (which Management Agreements shall be assigned to Purchaser at no cost or expense), and (iii) the Contracts that Purchaser designates in a written notice to Seller delivered prior to the expiration of Inspection Period (as defined in the Other Purchase Agreements), that Purchaser is electing to assume (which Contracts shall be assigned to Purchaser at no cost or expense) (collectively, the "Assumed Contracts"); (c) all files and records (other than Excluded Records), including but not limited to files and records relating to (i) the operations of the Business; (ii) the Purchased Assets; (iii) liabilities assumed by Purchaser pursuant to this Agreement; (iv) all distribution systems supplier files, asset ledgers 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 2.1(b)(ix) below)) and all rights (but not the obligation) to hire Seller's employees; financial records; (v) all lists relationships with customers of the Business; and records pertaining (vi) to customer the extent 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 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 "Assigned Permits"); (e) all accounts 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 (whether past the "Accounts Receivable"); (f) all prepayments, prepaid expenses and deposits paid by Seller with respect to the Business, including lease, security and utility deposits and prepayments under any Assumed Contract; (g) all rights of Seller under non-disclosure or current)confidentiality, suppliersnon-compete, distributorsor non-solicitation agreements with Employees or with third parties; (h) all Seller Insurance Policies and insurance benefits, personnel including rights and agents proceeds, arising therefrom, and all other booksinsurance benefits, ledgersincluding rights and proceeds arising from or relating to the Business, 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 those relating exclusively to Excluded Assets or Excluded the Assumed Liabilities; (viii) all Proprietary Rightsclaims of Seller against third parties arising from or relating to the Business, including, without limitation, those listed on the Proprietary Rights SchedulePurchased Assets or the Assumed Liabilities (including rights and proceeds arising therefrom); (viiij) all Government LicensesIntellectual Property owned, includinglicensed, without limitationused or held for use by Seller in connection with the operation of the Business, any foreign product registrations including the software, websites, domain names, forms and those Government Licenses listed tradenames set forth on Schedule 3.13(a) of Seller's Disclosure Letter, and including all rights to the attached name “Prager Property Management” and all rights to ownership and control of the domain “xxxxxxxx.xxx” (collectively, the "Licenses Schedule," but excluding any such Government Licenses which are by their terms not transferableSeller Intellectual Property"); (ixk) all insurance, warranty and condemnation proceeds received after the date hereof with respect to damage, non-conformance of or loss goodwill relating to the Purchased AssetsBusiness; (xl) all rights other assets or interests (other than Excluded Assets) to receive mail and other communications addressed to Seller; (xi) except as provided which Seller or any of its Affiliates has any right by ownership, use or otherwise, or in Section 2.1(b)(v) below, all books, records, ledgers, files, documents, correspondence, lists, studies and reports and other printed which Seller has a conveyable or written materials; (xii) all trade accounts receivable as of assignable interest on the Closing Date (but excluding any private label accounts receivable), such accounts receivable and which relate to be set forth on a schedule to be jointly prepared by Seller and 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 (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")Business.

Purchased Assets. On the terms and subject to the conditions contained in this Agreement, on the Closing Date, Buyer The Purchased Assets shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counsel, free and clear of all Liens, all of include the following assets, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller or otherwise used in the Business (collectively, the "Purchased Assets"), but excluding all Excluded Assetsitems: (ia) all prepayments and prepaid expenses listed on the Purchased Assets Schedule; furniture, fixtures, equipment (ii) all including office equipment), machinery, equipmentparts, toolscomputer hardware, diesautomobiles and trucks, jigsinventory, molds, patterns, furniture, spare parts and supplies, computers and all related equipment, telephones and all related equipment parts and all other tangible personal property listed on the Purchased Assets Scheduleof Seller (“Tangible Assets”); (iiib) all leasehold interests and leasehold improvements created by all leases, including capitalized leases, of personal or real property under which Seller is a lessee or lessor; (c) all trade accounts receivable, notes receivable, negotiable instruments and chattel paper; (d) all deposits and rights existing with respect thereto in connection with the Business and all rebates due from vendors; (e) subject to Section 1.5, all contracts, claims and rights (and benefits arising therefrom) relating to or arising out of the Business, and all rights against suppliers under all purchase orders to purchase or sell goods or productswarranties covering any of the Tangible Assets, including, without limitation, any interest in any contract now in effect that is currently being performed by Seller but as to which Healthcare Automation (as defined below) is the party named in the contract or agreement (any 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 (collectivelyor agreement, the "Assigned Contracts"an “Advantage Reimbursement Performed Contract”); (ivf) all distribution systems sales orders and networks includingsales contracts, without limitationpurchase orders and purchase contracts, quotations and bids generated by the right, from and after operation of the Closing Date, to contact and do business with any distributor, broker or sales representative that distributes Seller's products Business; (excluding any rights or obligations under any Distribution Contracts g) all Intellectual Property (as defined in Section 2.1(b)(ix) below5.16)) and all rights (but not the obligation) to hire Seller's employees; (vh) subject to Section 1.5, all lists license agreements, distribution agreements, sales representative agreements, service agreements, supply agreements, franchise agreements, computer software agreements 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 recordstechnical service agreements; (vii) all claimscustomer lists, deposits, prepayments, warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off customer records and rights of recoupment listed on information relating to the Purchased Assets Schedule, other than those relating exclusively to Excluded Assets or Excluded LiabilitiesBusiness; (viij) all Proprietary Rightsbooks and records relating to the Business, includingincluding blueprints, without limitationdrawings and other technical papers, those listed on the Proprietary Rights Schedulepayroll, employee benefit, accounts receivable and payable, inventory, maintenance and asset history records, ledgers and books of original entry, all insurance records and Permit files; (viiik) all Government Licensesrights in connection with prepaid expenses, including, without limitation, any foreign product registrations advances 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 credits with respect to damage, non-conformance of or loss to the Purchased Assets; (xl) all rights sales and promotional materials, catalogues and advertising literature relating to receive mail and other communications addressed to Sellerthe Business; (xim) except all transferable Permits (as provided defined 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 Buyer as of the Closing (the "Purchased Receivables"5.9); and (xiiin) a number of units of each item of individual finished goods inventory set forth on all lock boxes relating to the "Estimated Purchased Inventory Schedule" attached hereto as of the Closing Date Business to which is (A) no greater than 110% of the "Estimated Purchase Units" set forth on the "Estimated Purchased Inventory Schedule" attached hereto and (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")Seller’s account debtors remit payments.

Purchased Assets. On Subject to the terms and subject to the conditions contained in of this Agreement, on ---------------- the Closing Date, Buyer shall purchase from Seller, and Date (as defined below) Seller shall will sell, assign, convey, assign, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer Purchaser, and its counsel, free Purchaser will purchase and clear of all Liensacquire from Seller, all of Seller's right, title and interest in, to and under the following assets, propertiesbusiness, rights, titles claims and interests contracts of every kind Seller relating to and nature owned, licensed or leased by Seller or otherwise used in the Business of Seller (other than the assets expressly excluded as set forth in Section 1.1(b) (the "Excluded Assets")), including, but not limited to, the following (collectively, the "Purchased Assets"), but excluding all Excluded Assets:): (i) all prepayments and prepaid expenses listed on of Seller's rights to all of the Purchased Assets ScheduleCorporation Agreements (as defined herein); (ii) all machineryof Seller's rights to all service marks, equipmenttrade names, toolstrademarks, diescopyrights, jigspatents, moldstrade secrets, patternsprocesses and methods, furniturewhether or not patentable, spare parts to the extent owned or used by Seller and supplies, computers and all related equipment, telephones and all related equipment and all other tangible personal property listed on relating to the Purchased Assets ScheduleBusiness; (iii) all rights existing under all purchase orders books and records maintained by Seller through the Closing Date and pertaining to purchase or sell goods or productsthe Business, including, without limitation, any such purchase order listed on the "Contracts Schedule" product manuals, operating manuals, and under each records relating to customer and trade accounts and lists and similar operating data, whether in electronic, computer, paper or other contract listed on the Contracts Schedule form, other than books and specifically identified as a contract records which Seller is required by law to be assigned to Buyer (collectively, the "Assigned Contracts")retain; (iv) all distribution systems machinery, equipment, 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 2.1(b)(ix) below)) and all rights (but not the obligation) to hire Seller's employeesfixtures; (v) all lists truck, forklifts 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 recordsvehicles; (vi) all claimsfurniture, depositssupplies, prepayments, warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off inventory items and rights of recoupment listed on the Purchased Assets Schedule, other than those relating exclusively to Excluded Assets or Excluded Liabilitiespersonal property; (vii) all Proprietary Rightsfederal, includingstate and local permits, without limitationauthorizations, those listed on franchises and licenses, to the Proprietary Rights Scheduleextent such permits are transferable; (viii) all Government Licensesof Seller's accounts receivable relating to the Business (the "Receivables"), includingincluding Receivables for storage and other services to be performed from and after the Effective Date ("Advance Receivables") and Receivables for storage and other services performed prior to the Effective Date ("Arrears Receivables"), without limitationa schedule of which (listing the name, any foreign product registrations address and those Government Licenses listed on customer number of the account, and the amounts attributable to Advance Receivables and Arrears Receivables) shall be delivered within 10 days after Closing and attached "Licenses Schedule," but excluding any such Government Licenses which are hereto as Schedule -------- 1.1 (a) (viii); provided however, that the amount of ------------ Arrears Receivables purchased by their terms not transferable;Purchaser hereunder shall be limited as set forth in Section 1.2(a); and (ix) all insurance, warranty and condemnation proceeds received after the date hereof with respect to damage, non-conformance other assets of or loss Seller related to the Purchased Assets; (x) all rights to receive mail and other communications addressed to Seller; (xi) Business, 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 for 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 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 (B) not less than one month's supply of each such product Excluded Assets (as denoted in the 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 Inventory"hereinafter defined).

Purchased Assets. On the terms and subject to the conditions contained in this Agreement, on at the Closing Date(as defined below), Seller shall sell, transfer, convey, assign, and deliver to Buyer, and Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counsel, free and clear of all Liens, other than Permitted Liens, all right, title, and interest of Seller in and to the following assets, properties, rights, titles assets and interests rights of every kind and nature owned, licensed or leased by Seller or otherwise used in the Business (collectively, the "“Purchased Assets"”): (a) Seller’s right to all commission and other revenue generated from each Client Account set forth in Section 1.1(a) of the Seller Disclosure Schedule as updated within twenty-four (24) hours after the Closing (each a “Pending Title File” and collectively, the “Pending Title Files” and the commission and other revenue generated from such Pending Title Files, the “Pending Title Files Revenues”), but and subject to the Transition Services Agreement; (b) the Fixed Assets listed on Section 1.1(b) of the Seller Disclosure Schedule; (c) all rights of Seller under all Contracts listed on Section 1.1(c) of the Seller Disclosure Schedule (collectively, the “Assigned Contracts”); (d) all rights of Seller under Leases as listed on Section 1.1(d) of the Seller Disclosure Schedule; (e) all Books and Records, except as provided in Section 1.2(d); (f) to the extent included in Closing Working Capital (as finally determined in accordance with Section 1.6), all prepaid expenses (excluding refundable insurance premiums for policies which are non-transferable and any prepaid rental payments) and deposits, deferred charges, advance payments, security deposits and prepaid items primarily relating to the Purchased Assets or the operation of the Business; (g) the IT Assets set forth in Section 1.1(g) of the Seller Disclosure Schedule; (h) all Excluded Assets:Accounts Receivable to the extent included in Closing Working Capital (as finally determined in accordance with Section 1.6); (i) all prepayments and prepaid expenses listed on the Purchased Assets Schedule; of Seller’s claims (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 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 2.1(b)(ix) 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, including warranties, guarantees, refundschoses in action, causes of action, rights of recovery, rights of set-off off, and rights to enforcement of recoupment listed on the Purchased Assets Schedulerestrictive covenants), other than those relating exclusively to Excluded Assets whether xxxxxx or Excluded Liabilities; (vii) all Proprietary Rightsinchoate, includingknown or unknown, 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, contingent or non-conformance of or loss contingent, against Third Parties relating to the Purchased Assets, the Assumed Liabilities, or the Specified Doma Corporate Employees who become employed by Buyer or its Affiliates in connection with the transactions contemplated by this Agreement; (xj) all rights to receive mail and of the shares, membership interests or other communications addressed to Sellersecurities owned by Seller in the entities listed in Section 1.1(j) of the Seller Disclosure Schedule (including the Title Plants); (xik) except as provided the creative, promotional, marketing or advertising materials (whether in Section 2.1(b)(vhard copy or computer or other electronic format) below, all books, records, ledgers, files, documents, correspondence, lists, studies and reports and other printed or written materialsof Seller primarily used in the Business; (xiil) the educational, training or similar materials of Seller primarily used in the Business for the training or education of customers, employees, or independent contractors; (m) all trade accounts receivable as customer lists, price lists, and vendor lists and similar items related to the Business to be provided to Buyer pursuant to the Transition Services Agreement; (n) the documents and forms used by Specified Doma Corporate Employees related to the Business set forth in Section 1.1(n) of the Closing Date (but excluding any private label accounts receivable)Seller Disclosure Schedule, such accounts receivable and subject to be set forth on a schedule to be jointly prepared by Seller and Buyer as of the Closing (the "Purchased Receivables")Transition Services Agreement; and (xiiio) a number subject to the Transition Services Agreement, copies and data extracts (in form reasonable acceptable to Buyer) of units of each item of individual finished goods inventory set forth on certain information for 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 (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")Closed Title Files.

Purchased Assets. On the terms and subject The Seller hereby agrees to the conditions contained in this Agreement, on the Closing Date, Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver convey to the Buyer, and the Buyer by appropriate instruments reasonably satisfactory hereby agrees to Buyer and its counsel, free and clear of all Lienspurchase from the Seller, all of the following assets, properties, rights, titles and interests assets of every kind and nature owned, licensed or leased by the Seller or otherwise used in the Business (collectively, the "Purchased Assets"), but excluding all Excluded Assetsother than the excluded assets described on Schedule 1. 1. The Purchased Assets include without limitation the following assets and properties: (ia) All furniture, fixtures, machinery, equipment and other tangible personal prop-erty, including such items as are described on Schedule 1.1 (a) together with all prepayments manu-facturers' warranties pertaining to the same, to the extent that such warranties may exist and prepaid expenses listed on the Purchased Assets Schedulebe assignable; (iib) All of the Seller's goodwill relating to the Business; all machinerycustomer, equipmentpatient and lists and files, toolsrecords and similar sales and marketing information in the Seller's possession relating to the Business; medical records of the patients serviced by the Business and in the Seller's possession; personnel records; and the Seller's right and interest in the trade names, diestrademarks, jigstrade secrets, moldslicenses, patternsknow-how, furniturespecifications, spare parts and suppliesliterature, computers and all related equipment, telephones and all related equipment and all other tangible personal intangible property listed on which relate specifically to the Purchased Assets ScheduleBusiness; (iiic) All transferable Licenses, permits, licenses, certificates, authorizations, accreditations, orders, ratings and approvals of all federal, state, or local governmental or regulatory authorities which relate to the Business and which are held by the Seller, but only to the extent the same are transferable, including without limitation the provider agreement relating to the Seller's right to participate in the Medicare Program, and all rights existing under all purchase orders of the Seller to purchase reimbursement or sell goods or products, including, without limitation, any such purchase order listed on other payments from HCFA for the "Contracts Schedule" and under each other contract listed on period prior to the Contracts Schedule and specifically identified as a contract to be assigned to Buyer (collectively, the "Assigned Contracts")Closing Date; (ivd) 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 2.1(b)(ix) below)) Any and all rights (but not of 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 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 Seller which are by their terms not transferable; (ix) all insuranceare transferable and which arise under or pursuant to warranties, warranty representations and condemnation proceeds received after the date hereof with respect to damage, non-conformance of or loss to guarantees made by suppliers in connection the Purchased Assets; (xe) 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 All accounts receivable as arising out 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 Buyer as operation of the Closing Business (the "Purchased ReceivablesAccounts Receivable"). The Selling Parties agree to cooperate with the Buyer in connection with the Buyer's efforts to collect the Accounts Receivable. The Selling Parties agree to immediately remit to the Buyer any payments received by any of the Selling Parties that constitute Accounts Receivable; and (xiiif) a number of units of each item of individual finished All raw materials, supplies, packaging materials, purchased products, fin-ished goods inventory set forth on and all other goods, merchandise and materials owned by 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 (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")Sel-ler.

Purchased Assets. On the terms and subject to the conditions contained in this Agreement, on Effective as of the Closing Date, Buyer shall purchase from Sellerthe Company hereby sells, transfers, conveys and assigns (collectively, “Transfers”) to Purchaser, and Seller shall sellPurchaser hereby agrees to purchase, convey, assign, transfer the following assets and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counsel, free and clear of all Liens, all properties of the following assetsCompany, properties, rights, titles to the extent that such assets and interests of every kind and nature owned, licensed or leased by Seller or otherwise used in properties relate solely to the Business (collectively, the "“Purchased Assets"”). The Purchased Assets shall include, but excluding all Excluded Assetswithout limitation: (i) all prepayments and prepaid expenses listed on cash or marketable securities derived from operation of the Purchased Assets ScheduleBusiness; (ii) all machinerySites, equipmentdomain registrations, toolstrademarks, diestrade secrets, jigscopyrights and other intellectual property of the Business, moldsor used in connection therewith, patterns, furniture, spare parts and supplies, computers and all related equipment, telephones and all related equipment and all other tangible personal property that are listed on Schedule II(a) annexed hereto (the Purchased Assets Schedule“Intellectual Property”), and such Intellectual Property assets shall include all access codes; (iii) all rights existing of the Company under all purchase orders to purchase or sell goods or products, including, without limitation, any such purchase order listed on outstanding Advertiser Agreements arising after 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")Closing Date; (iv) all distribution systems and networks including, without limitationrights of the Company under any Contracts with third parties who provide goods or services to the Company in connection with its operation of the Business (collectively, the right“Operations Agreements”); (v) all inventories of the Business on hand as at the Closing Date; (vi) any receivables (loans, accounts, or otherwise), including all rights to receive payments from other Persons existing at the Closing (as defined below) for all periods prior to the Closing Date; (vii) any furniture or fixtures or equipment used in the Business; (viii) any security deposits for leases; (ix) all benefits under any Contracts with employees of the Business that Purchaser elects to employ on or following the Closing (provided such employees in their discretion agree to become employed by Purchaser) and under any Contracts with independent contractors that Purchaser elects to retain following the Closing; (x) all Revenues arising 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 2.1(b)(ix) 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 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; (x) all rights to receive mail and other communications addressed to Seller;; and (xi) except as provided in Section 2.1(b)(v) below, all books, records, ledgers, files, documents, correspondence, lists, studies and reports and any other printed or written materials; (xii) all trade accounts receivable as miscellaneous Contracts of the Company relating to the Business that Purchaser elects to assume on the Closing Date (but excluding any private label accounts receivable)On the date hereof and on the Closing Date, such accounts receivable to be set forth on the Company shall provide Purchaser with a schedule to be jointly prepared by Seller complete and Buyer itemized list of the Purchased Assets as of such date, including 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 name, address and contact person of the Closing Date which is (A) no greater than 110% location of the "Estimated Purchase Units" set forth on the "Estimated Purchased Inventory Schedule" attached hereto and (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")all print inventory.

Purchased Assets. On Pursuant to the terms and subject to the conditions contained set forth in this Agreement, on the Closing Date, Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counselBuyer, effective as of the Closing, free and clear of all LiensLiens (other than the obligation to pay the “Purchase Price” under Section 3 of the Application Purchase Agreement), all of the following assetsright, title and interest in and to all properties, rights, titles titles, interests and interests other assets of every kind and nature (whether tangible or intangible, absolute or contingent, real or personal, whether or not shown on the Latest Balance Sheet, wherever located and by whomever possessed) owned, licensed or leased by Seller or otherwise used (including indirect and other forms of beneficial ownership) as of the Closing, but in all cases excluding the Business Excluded Assets (collectively, the "Purchased Assets"), but excluding all Excluded Assetsincluding the following: (i) all prepayments and prepaid expenses listed on Intellectual Property (including without limitation, the Purchased Assets ScheduleSoftware for the App, domain names, websites, etc.); (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 ScheduleInventory; (iii) all rights existing under all purchase orders to purchase or sell goods or productsequipment, includingcomputers, without limitationtools, any spare and replacement parts and furniture, including such purchase order items listed on the "Contracts Machinery and Equipment Asset 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 2.1(b)(ix) below)) and all rights (but not the obligation) to hire Seller's employeesother tangible personal property; (v) subject to Section 2.5, all lists and records pertaining to customer accounts (whether past Contracts, including items listed or current)described on the attached Contracts Schedule, suppliers, distributors, personnel and agents and all other books, ledgers, files, documents, correspondence and business recordsbut not including those items listed or described on the attached Excluded Contracts Schedule; (vi) subject to Section 2.5, all Permits, including items listed or described on the attached Permits Schedule (but excluding any real estate Permits); (vii) all insurance policies, insurance deposits, insurance premium payments and adjustments and all related prepayments and prepaid expenses, in each case covering or relating to the Purchased Assets or the Assumed Liabilities; (viii) all claims, Liens, deposits, prepayments, warrantiesrefunds, guaranteescredits, refundsprepaid expenses, causes of action, rights of recovery, recovery and rights of set-off and rights of recoupment listed on the Purchased Assets Schedule, any kind (other than those relating exclusively to the extent related 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; (x) 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 plats, plans, drawings, specifications, creative materials, advertising and promotional materials, studies, reports and other printed or written materials, including materials evidenced in electronic data (other than to the extent relating to Excluded Assets or Excluded Liabilities); (x) all lists, records and other information pertaining to the Business’ website users, accounts, referral sources, customers, prospective customers and suppliers; (xi) all goodwill as a going concern and all other intangible property; and (xii) all trade accounts receivable as of the Closing Date (but excluding any private label accounts receivable)other properties, such accounts receivable to be set forth on a schedule to be jointly prepared rights, titles, interests and other assets owned, licensed or leased by Seller and 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 (B) not less than one month's supply of each such product (as denoted in the 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 Closing, or in which Seller has an interest, which are related to or used or useful in the Business 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 Inventory")not otherwise Excluded Assets.

Purchased Assets. On Subject to and in reliance upon the terms and subject to conditions of this Agreement and the conditions contained in this AgreementFinal Sale Order, on at the Closing DateClosing, Buyer shall purchase from Seller, and Seller shall grant, sell, convey, assign, transfer and deliver to Buyer, and Buyer shall acquire, all of Seller’s right, title and interest in and under all of Seller’s assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible, wherever located and whether now existing or hereafter acquired, which are owned, maintained, used or held for use by appropriate instruments reasonably satisfactory to Buyer and its counselthe Seller in connection with the Business, other than the Excluded Assets (all such assets other than the Excluded Assets, the “Purchased Assets”), free and clear of all Liensclaims, all Encumbrances, Excluded Liabilities, and other interests, without limitation, pursuant to Sections 105, 363 and 365 of the following assetsBankruptcy Code, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller or otherwise used in including the Business (collectively, the "Purchased Assets"), but excluding all Excluded Assetsfollowing: (i) all prepayments equipment, furniture, appliances, industrial artwork, computers, computer terminals and prepaid expenses listed on the Purchased Assets Scheduleprinters, telephone systems, information technology systems, telecopiers and photocopiers, office supplies and office equipment, factory machinery and equipment, tools, all materials handling and plant vehicles, fixtures, leasehold improvements and all other tangible personal property of every kind and description; (ii) all machineryIntellectual Property, equipmentincluding any work product thereto, toolssource code, diesdomain names, jigs, molds, patterns, furniture, spare parts and supplies, computers and all related equipmentgoodwill associated with the Business, telephones as more specifically described on Schedule 1, along with any and all related equipment (i) associated licenses and sublicenses obtained by the Seller (i.e. where the Seller is the licensee or sublicensee) with respect thereto and rights thereunder, (ii) rights to receive license fees and royalties (including under any executory contract that is not an Assigned Contract to the extent the counterparty continues to perform thereunder), (iii) remedies against infringements thereof and rights to protection of interests therein under the laws of all jurisdictions, (iv) claims and causes of action with respect to any of the foregoing, whether accruing before, on, or after the date hereof, including all rights to and claims for damages, restitution, and injunctive and other tangible personal property listed on legal and equitable relief for past, present, and future infringement, dilution, misappropriation, violation, misuse, breach, or default, with the Purchased Assets Scheduleright but no obligation to sue for such legal and equitable relief and to collect, or otherwise recover, any such damages, and (v) all rights under any confidentiality agreements executed by any third party for the benefit of the Seller; provided, however, that nothing in this Section 2.1(iii) shall be deemed an assumption of any executory contract by the Buyer that is not expressly an Assigned Contract; (iii) all rights existing under all purchase orders to purchase or sell goods or productsinventories of raw materials, includingwork-in-progress, without limitationfinished goods, any such purchase order listed on component parts and materials, supplies and accessories (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"“Inventory”); (iv) all distribution systems contracts, leases, subleases, arrangements, commitments and networks includingother agreements of the Seller, without limitationincluding customer agreements, vendor agreements, purchase orders, sales orders, installation and maintenance agreements, hardware lease or rental agreements, and other arrangements and understandings that are listed on Schedule 2 assuming, as Seller has indicated, the right, from and after cure cost for these contracts is $0 (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 2.1(b)(ix) below“Assigned Contracts”)) and all rights (but not the obligation) to hire Seller's employees; (v) all lists and records pertaining Permits, to customer accounts (whether past or current), suppliers, distributors, personnel and agents and all other books, ledgers, files, documents, correspondence and business recordsthe extent legally transferrable; (vi) all claimsRecords; (vii) all cash; (viii) all sales, depositsmarketing and development and expansion plans, prepaymentsstrategic plans, warrantiesprojections, guaranteesstudies, refundsreports and other documents and data (including creative materials, advertising and promotional matters, websites, and current and past lists of customers, suppliers, vendors and sources), and all training materials and marketing brochures; (ix) all Accounts Receivable; (x) without duplication of the above, all deposits (including supplier or vendor deposits and security deposits for rent, electricity, telephone, utilities or otherwise) and other prepaid charges and expenses; (xi) rights to indemnification, contribution, advancement of expenses or reimbursement, or similar rights of the Seller; (xii) All causes of action, choses in action, lawsuits, judgments, claims, refunds, rights of recovery, rights of set-off off, counterclaims, defenses, demands, warranty claims, or similar rights of the Seller (at any time or in any manner arising or existing, whether xxxxxx or inchoate, known or unknown, now existing or hereafter acquired, contingent or noncontingent) (collectively, “Actions”) and rights of recoupment listed on recovery with respect to any of the Purchased Assets Scheduleforegoing, including all Actions and rights of recovery of the Debtor against the Buyer or any of its respective Affiliates, but excluding in the case of Actions and rights of recovery against any other than those relating exclusively to Excluded Assets Person, any Actions under Section 544, 545, 547, 548, 549, 550 or Excluded Liabilities;553 of the Code. (viixiii) all Proprietary Rightsrights of the Seller under any Intellectual Property assignment, includingwork-for-hire, without limitationassignment of inventions, those listed on non-disclosure or confidentiality, non-compete, or non-solicitation agreements with current or former employees, directors, consultants, independent contractors and agents of the Proprietary Rights Schedule;Seller; and (viiixiv) the amount of, and all Government Licensesrights to any, 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 insurance proceeds received by the Seller after the date hereof in respect of (x) the loss, destruction or condemnation of any of the other Purchased Assets, occurring prior to, on or after the Closing or (y) any of the Assumed Liabilities. (xv) All guarantees, warranties, indemnities, and similar rights in favor of Seller with respect to damage, non-conformance any of or loss to the Purchased Assets; (x) 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 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 (B) not less than one month's supply of each such product (as denoted in the 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 Inventory").

Purchased Assets. On (a) Upon the terms and subject to the conditions contained set forth in this Agreement, on at the Closing DateClosing, Buyer shall purchase will purchase, acquire and accept from Seller, and Seller shall will sell, convey, assign, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory Buyer, all of Seller’s right, title and interest in and to Buyer and its counselthe following assets (the “Closing Purchased Assets”), solely to the extent related to the Closing Date Mortgage Loans (other than with respect to the assets set forth in Section 2.1(a)(ii)(c)), free and clear of all Liens, all Liens (other than those arising from acts of the following assets, properties, rights, titles and interests of every kind and nature owned, licensed Buyer or leased by Seller or otherwise used in the Business (collectively, the "Purchased Assets"), but excluding all Excluded Assets:its Affiliates): (i) subject to the receipt of the applicable Servicing Agreement Consents (but subject to Section 2.5(g)), the Servicing Rights and the Servicing Agreements including (A) all prepayments Servicing Fees accrued but not collected as of the Calculation Time and prepaid expenses listed on all late fees and Ancillary Income due or assessed but not collected as of the Purchased Assets ScheduleCalculation Time and (B) all rights to receive (1) reimbursement pursuant to the Servicing Agreements for Servicer Advances outstanding as of the Calculation Time and (2) Servicing Fees that are accrued and unpaid with respect to the Servicing Agreements as of the Calculation Time; (ii) all machinery, equipment, tools, dies, jigs, molds, patterns, furniture, spare parts and supplies, computers any and all related equipmentServicer Advance Receivables that are outstanding as of the Closing (which, telephones for the avoidance of doubt, shall include any and all Servicer Advance Receivables related equipment to (a) the Closing Purchased Assets, (b) the Restricted Servicing Rights and all other tangible personal property listed on (c) the Purchased Assets ScheduleSubsequent Transfer Mortgage Loans); (iii) all rights existing under all purchase orders to purchase or sell goods or productscauses of action, includinglawsuits, without limitationjudgments, any 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 2.1(b)(ix) 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 choses in action, rights of recovery, rights of set-off and off, rights of recoupment listed on recoupment, demands and any other rights or Claims of any nature, whether arising by way of counterclaim or otherwise, available to or being pursued by Seller against any mortgagor to the extent related exclusively to the Closing Purchased Assets Scheduleand/or Closing Assumed Liabilities, other than 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; (x) 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 whether pending as of the Closing Date (but excluding or that arise after the Closing Date; provided, however, that the Closing Purchased Assets shall not include any private label accounts receivable), such accounts receivable to be set forth on a schedule to be jointly prepared claim or right of reimbursement or indemnity against any Person held by Seller and Buyer as in respect of the Closing (the "Purchased Receivables")any Excluded Liability; and (xiiiiv) a number of units of each item of individual finished goods inventory set forth on the "Estimated Purchased Inventory Schedule" attached hereto all credits, prepaid expenses, deferred charges, security deposits, prepaid items and duties as of the Calculation Time to the extent related to the Closing Date which is Mortgage Loans. (Ab) no greater than 110% Upon the terms and subject to the conditions set forth in this Agreement, following the Closing, (i) at each Subsequent Transfer Date and, subject to Section 2.3(b), upon satisfaction of the "Estimated Purchase Units" set forth Applicable Subsequent Transfer Conditions and (ii) with respect to the Remaining Subsequent Transfer Assets, on the "Estimated Purchased Inventory Schedule" attached hereto Subsequent Transfer Clean-Up Date, as applicable, Buyer will acquire and (B) not less than one month's supply of each such product (as denoted in the column labeled "Minimum Purchase Units" in the "Estimated Purchased Inventory Schedule")accept from Seller, 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 will convey, assign, transfer and deliver to Buyer, all of Seller’s right, title and interest in and to the following assets, solely to the extent related to (x) the applicable Subsequent Transfer Mortgage Loans for which the Applicable Subsequent Transfer Conditions have been obtained or (y) the Remaining Subsequent Transfer Assets as of the Closing and provided furtherSubsequent Transfer Clean-Up Date, that in no event shall Buyer be obligated to purchase in excess of $1.5 million of inventory pursuant to this Agreement as applicable, (the "“Subsequent Transfer Purchased Inventory"Assets” and together with the Closing Purchased Assets, the “Purchased Assets”)., free and clear of all Liens (other than those arising from acts of Buyer or its Affiliates):

Purchased Assets. On the terms and subject (a) Seller hereby agrees to the conditions contained in this Agreement, on the Closing Date, Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver convey to Buyer, and Buyer by appropriate instruments reasonably satisfactory hereby agree to Buyer and its counsel, free and clear of all Lienspurchase from the Seller, all of the following assets, properties, rights, titles and interests assets of every kind and nature owned, licensed or leased by Seller or otherwise used in the Business (collectively, the "Purchased Assets"), but excluding all Excluded Assetsincluding without limitation, the following assets and properties: (i) All Assumed Contracts (as defined below), security deposits, any pre-paid rent, furniture, fixtures, machinery, equipment, leasehold improvements, computers, software, vehicles, medical equipment, prepaid expenses, and other tangible personal property used in the Business, including those assets specifically described on Schedule 1.1 (a) as being Purchased Assets, together with all prepayments manufacturers' warranties pertaining to the same, to the extent that such warranties may exist and prepaid expenses listed on the Purchased Assets Schedulebe assignable; (ii) All of Seller’s goodwill relating to the Business; all machinerycustomer and patient lists and files, equipmentreferrer lists, toolsprovider lists, diesrecords and similar sales and marketing LOULibrary 710692v.4 information in Seller’s possession relating to the Business; member service agreements relating to the Business; medical records of the patients serviced by the Business and in Seller’s possession; personnel records relating to those employees hired by Buyer; and Seller’s right and interest in the trade names, jigsincluding "Apex" and variations thereof, moldsused in connection with the Business, patternsregistered and unregistered trademarks, furnitureservice marks and applications, spare parts all registered and suppliesunregistered copyrights, computers trade secrets, licenses, know-how, specifications, literature, all rights in internet web sites and all internet domain names presently used by Seller, data, code, and other related equipmentintellectual property, telephones and all related equipment and all other tangible personal intangible property listed on which relate specifically to the Purchased Assets ScheduleBusiness, and all other intangible assets related to the Business, whether located at the Business, or any other location; (iii) All transferable permits, licenses, certificates, authorizations, accreditations, orders, ratings and approvals of all rights existing under all purchase orders federal, state, or local governmental or regulatory authorities which relate to purchase or sell goods or productsthe Business and which are held by Seller, includingbut only to the extent the same are transferable, including without limitation, any such purchase order listed on provider agreements relating to Seller’s right to participate in the Medicare and Medicaid Programs, and all rights of Seller to reimbursement or other payments from Centers for Medicare & Medicaid Services ("Contracts Schedule" and under each other contract listed on CMS") for the Contracts Schedule and specifically identified as a contract period prior to be assigned to Buyer (collectively, the "Assigned Contracts")Closing Date; (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 2.1(b)(ix) below)) Any 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 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 Seller which are by their terms not transferable; (ix) all insuranceare transferable and which arise under or pursuant to warranties, warranty representations and condemnation proceeds received after the date hereof guarantees made by suppliers in connection with respect to damage, non-conformance of or loss to the Purchased Assets; (xv) All raw materials, supplies, packaging materials, purchased products, finished goods and all rights to receive mail other goods, merchandise and other communications addressed to materials owned by 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 Buyer as of the Closing (the "Purchased Receivables"); and (xiiivi) 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 All accounts receivable and unbilled work in process (Acollectively, “Accounts Receivable”). (b) no greater than 110% of the "Estimated Purchase Units" set forth on the "Estimated Purchased Inventory Schedule" attached hereto Seller shall retain, and (B) not less than one month's supply of each such product (as denoted in the 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 Excluded Assets shall be set forth excluded from the scope of, the Purchased Assets. "Excluded Assets" shall mean cash and cash-like items, and those additional assets identified as Excluded Assets 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 Inventory"Schedule 1.1(b).

Purchased Assets. On the terms and subject to the conditions contained set forth in this Agreement, on at the Closing DateClosing, Buyer shall purchase from Seller, and Seller Sellers shall sell, convey, assigntransfer, transfer assign and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer Purchasers, and its counsel, free Purchasers shall purchase and clear of all Liensacquire from Sellers, all of the following Sellers’ right, title and interest to, under or in all properties and assets, propertieswhether tangible or intangible, rights, titles and interests of every kind and nature owned, licensed used or leased held for use by any Seller or otherwise used in the Business (collectivelyother than the Excluded Assets) (the “Purchased Assets”). Without limiting the generality of the foregoing, subject to Section 2.2, the "Purchased Assets")Assets shall include all of Sellers’ right, but excluding all Excluded Assetstitle and interest to, under and in: (ia) all prepayments and prepaid expenses listed on merchandise inventory located in or held for sale at any of the Purchased Assets Schedule; locations identified in Schedule 2.1(a) (ii) all machinerythe “Going Concern Locations”), equipmenttogether with any inventory which is in transit to, 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 limitationbut not yet received by, any such purchase order listed Going Concern Location on or prior to the "Contracts Schedule" and under each other contract listed on the Contracts Schedule and specifically identified as a contract to be assigned to Buyer Closing Date (collectively, the "Assigned Contracts"“Purchased Inventory”); (ivb) all distribution systems prepaid charges and networks including, without limitation, expenses of 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 2.1(b)(ix) below)) and all rights (but not the obligation) to hire Seller's employeesSellers; (vc) all lists the Furniture 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 recordsEquipment; (vid) all claimsintellectual property rights owned by Sellers and used by Sellers in the Business and arising from or in respect of all Patents, depositsTrademarks, prepaymentsCopyrights, warrantiesTrade Secrets, guaranteesSoftware and Technology and all of Sellers’ rights to sxx for and receive damages or other relief in respect of any past infringement or other violation of any rights thereto (collectively, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment listed on the “Purchased Assets Schedule, other than those relating exclusively to Excluded Assets or Excluded LiabilitiesIntellectual Property”); (viie) all Proprietary Rights, including, without limitation, those listed on the Proprietary Rights ScheduleAssumed Contracts; (viiif) 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; (x) all Contract designation rights to receive mail and other communications addressed to Seller; (xi) except as provided described 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 Buyer as of the Closing (the "Purchased Receivables")2.7; and (xiiig) a number of units of each item of individual finished goods inventory set forth all books, records and other documents (whether on paper, computer diskette, tape or other storage media) associated with the "Estimated Purchased Inventory Schedule" attached hereto as operation of the Closing Date which is Business, including, property records, purchase and sales records, credit data, marketing, advertising and promotional materials, personnel and payroll records of Transferred Employees (A) no greater than 110% of to the "Estimated Purchase Units" set forth on the "Estimated Purchased Inventory Schedule" attached hereto and (B) not less than one month's supply of each such product (as denoted in the column labeled "Minimum Purchase Units" in the "Estimated Purchased Inventory Schedule"extent permitted by applicable law), 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 accounting records, financial reports, fixed asset lists, customer lists, customer records and Seller as of the Closing information, supplier lists, parts lists, manuals, technical and provided furtherrepair data, that in no event shall Buyer be obligated to purchase in excess of $1.5 million of inventory pursuant to this Agreement correspondence, files and any similar items (the "Purchased Inventory"“Books and Records”).

Purchased Assets. On the terms and subject to the conditions contained set forth in this Agreement, on the Closing Date, Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer on the Closing Date, all right, title and interest of Seller (and its counsel, free Subsidiaries) in and clear of all Liens, all of to the following assets, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller and its Subsidiaries (including indirect and other forms of beneficial ownership) as of the Closing Date (except to the extent constituting Excluded Assets pursuant to Section 2.1(b)), which are used or otherwise used intended for use in the Business Business, whether tangible or intangible, real or personal and wherever located and by whomever possessed (collectively, the "“Purchased Assets"”), but excluding free and clear of all Excluded AssetsLiens (other than Permitted Liens), including the following: (i) all prepayments notes receivable, accounts receivable and prepaid expenses listed work in progress to the extent such items are recorded on the Purchased Assets ScheduleWorking Capital Statement and are included in the calculation of the Net Working Capital; (ii) all machinery, equipment, tools, dies, jigs, molds, patterns, furniture, spare parts client work and supplies, computers and all client work product related equipment, telephones and all related equipment and all other tangible personal property listed to the Business that has been performed or is in the process of being performed on the Purchased Assets ScheduleClosing Date; (iii) all rights existing under Proprietary Rights and Business Marks which in either case are owned by, issued to, licensed or used by Seller, along with all purchase orders of Seller’s interest in income, royalties, damages and payments accrued, due or payable to purchase Seller as of the Closing Date or sell goods thereafter (including damages and payments for past, present or products, including, without limitation, any 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 (collectivelyfuture infringements or misappropriations thereof by third parties, the "Assigned Contracts"right to xxx and recover for past infringements or misappropriations thereof and any and all corresponding rights that, now or hereafter, may be secured throughout the world); (iv) all distribution systems contracts, agreements, leases, instruments, obligations, arrangements or other understandings (whether written or oral), including amendments and networks includingsupplements, without limitationmodifications, and side letters or agreements, related to the Business to the extent included in Schedule 2.1(a)(iv) (collectively, 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 2.1(b)(ix) below“Assumed Contracts”)) and all rights (but not the obligation) to hire Seller's employees; (v) all lists leasehold improvements and records pertaining to customer accounts all machinery, equipment (whether past or currentincluding all vehicles, testing equipment and office equipment), suppliersfixtures, distributorstrade fixtures, personnel computers and agents related software, and all furniture located in any building, office or other booksspace leased, ledgers, files, documents, correspondence and business recordsowned or occupied by Seller or in any warehouse or other storage facility where any of Seller’s properties and/or assets may be located; (vi) all claimsoffice supplies, depositsproduction supplies, prepayments, warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment listed on the Purchased Assets Schedulespare parts, other than those relating exclusively to Excluded Assets miscellaneous supplies and other tangible property of Seller of any kind located in any building, office or Excluded Liabilitiesother space leased, owned or occupied by Seller or in any warehouse or other storage facility where any of Seller’s properties and/or assets may be located; (vii) all Proprietary Rightscredits, includingprepaid expenses, without limitationdeferred charges, those listed on the Proprietary Rights Scheduleadvance payments, security deposits and other prepaid items of Seller; (viii) all Government Licensesclaims, includingrefunds, without limitationcredits, causes of action, choses in action, rights of recovery and rights of set-off of Seller of 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 transferablekind; (ix) all insurancelists, warranty records and condemnation proceeds received after the date hereof with respect other information pertaining to damageaccounts and referral sources; all lists, non-conformance records and other information pertaining to suppliers and customers; and 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); in each case whether evidenced in writing, electronic data, computer software or loss to the Purchased Assetsotherwise; (x) all rights to receive mail advertising, marketing and other communications addressed to Seller; (xi) except as provided in Section 2.1(b)(v) belowpromotional materials, all books, records, ledgers, files, documents, correspondence, lists, studies archival materials and reports and all other printed or written materials; (xi) all permits, licenses, certifications, authorizations, approvals and similar rights from all permitting, licensing, accrediting and certifying agencies (including all of the foregoing listed or described on Schedule 2.1(a)(xii)), and the rights to all data and records held by such agencies; (xii) all trade accounts receivable goodwill 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 going concern and Buyer as of the Closing (the "Purchased Receivables")all other intangible property; 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 all other properties, assets and (B) not less than one month's supply of each such product (as denoted in the 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 rights owned by Buyer and Seller as of the Closing Date, or in which Seller has an interest, 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 Inventory")which are not otherwise Excluded Assets.

Purchased Assets. On Subject to the terms and subject to the conditions contained in of this Agreement, on the Closing DateDate and at the Closing, Buyer shall purchase from SellerSeller shall, and shall cause the other Seller shall Entities to, sell, convey, assign, transfer and deliver convey to Buyer by appropriate instruments reasonably satisfactory to Buyer Purchaser, and its counselPurchaser shall purchase, acquire and accept from the Seller Entities, in each case free and clear of all Liens other than Permitted Liens, all of the Seller Entities’ right, title and interest as of the Closing in the following assets(the “Purchased Assets”): (i) One hundred percent (100%) of the equity interests (the “Purchased Entity Shares”) in the entities listed on Section 2.4(a)(i) of the Seller Disclosure Schedules (each, propertiesa “Purchased Entity,” and, rightscollectively, titles the “Purchased Entities”); and (ii) the issued and outstanding equity interests of every kind and nature owned, licensed or leased held by Seller Entities (the “Purchased Venture Interests”) of each of the entities listed on Section 2.4(a)(ii) of the Seller Disclosure Schedules (the “Purchased Ventures”); provided that Seller may update Section 2.4(a)(i) of the Seller Disclosure Schedules by written notice to Purchaser prior to the Closing Date to account for any New Subsidiaries; (i) Each Contract to which Seller or otherwise used any Seller Entity or any Subsidiary thereof is a party that is exclusively related to the Business or set forth on Section 2.4(b) of the Seller Disclosure Schedules and (ii) subject to Section 2.13, those portions, and only those portions (and preserving the meaning thereof), of any Shared Contract to which Seller or any Seller Entity or Subsidiary thereof is a party to the extent related to the Business (collectively, such Contracts or portion of such Contracts, as the case may be, the “Specified Business Contracts”); (c) The leases and subleases listed in Section 2.4(c) of the Seller Disclosure Schedules (the “Transferred Real Property Leases” and the real property governed by such leases, including the right, title or interest of the lessee thereunder to any fixtures, structures and improvements appurtenant to such real property, collectively, the “Leased Real Property”); (d) The Intellectual Property exclusively used, or held exclusively for use, in the operation of the Business (the “Business Intellectual Property”); (e) Any and all Tangible Personal Property primarily used, or held primarily for use, in the operation of the Business (the “Transferred Tangible Personal Property”); (f) Any and all accounts receivable and other current assets arising out of the Business, and all Cash Amounts of the Purchased Companies and their Subsidiaries as of immediately prior to the Closing; (g) Any and all prepaid expenses and security deposits, including (without limiting and subject to Section 5.9) existing letters of credit, bonds securing performance or indemnity and other similar instruments arising out of the Business; (h) Any and all raw materials, work-in-process, finished goods, supplies and other inventories primarily used, or held primarily for use, by the Business (collectively, the "Purchased Assets"“Inventory”), but excluding all Excluded Assets:; (i) Any and all prepayments and prepaid expenses listed on Permits held by the Purchased Assets ScheduleCompanies or any of their Subsidiaries primarily related to the Business; (iij) all machinery, equipment, tools, dies, jigs, molds, patterns, furniture, spare parts and supplies, computers Any and all related equipment, telephones and all related equipment and all other tangible personal property listed on goodwill of the Purchased Assets ScheduleBusiness; (iiik) Any and all rights existing under all purchase orders claims and defenses, in each case, to purchase or sell goods or productsthe extent related to the Business (for the avoidance of doubt, including, without limitation, other than any such purchase order listed on the "Contracts Schedule" Retained Claim and under each other contract listed on the Contracts Schedule any claims and specifically defenses in respect of any assets identified as a contract to be assigned to Buyer (collectively, the "Assigned Contracts"Excluded Assets in Section 2.5); (ivl) Copies of any and all distribution systems documents, instruments, papers, books, records (other than Tax Returns (or any portion of any Tax Return) and networks includingother books and records related to Taxes that are not exclusively related to Taxes of the Purchased Companies and their respective Subsidiaries), without limitationbooks of account, files and data (including Business Employee and third party emails and correspondence, customer and supplier lists, and repair and performance records), catalogs, brochures, sales literature, promotional materials, certificates and other documents, in each case, primarily related to the Business and in the possession of the Seller Entities or any of their Subsidiaries, other than (i) any books, records or other materials that the Seller Entities are required by Law to retain (copies of which, to the extent permitted by Law, will be delivered by Seller to Purchaser promptly following the Closing), (ii) personnel and employment records for employees and former employees who are not Transferred Employees and for whom Purchaser assumes no Liability pursuant to this Agreement and for Transferred Employees if prohibited by Law, and (iii) for the avoidance of doubt any books, records or other materials that may be located in a facility of the Business (including the Leased Real Property) to the extent not primarily related to the Business; provided that, with respect to any such books, records or other materials that are Purchased Assets pursuant to this clause (l), the rightSeller Entities shall be permitted to keep (A) copies of such books, from records or other materials to the extent required to demonstrate compliance with applicable Law or pursuant to internal compliance procedures, (B) copies of such books, records or other materials to the extent they are relevant to any Excluded Assets and (C) such books, records or other materials in the form of so-called “back-up” electronic tapes in the ordinary course of business; (m) The insurance policies and binders and interests in insurance pools and programs and self-insurance arrangements listed in Section 2.4(m) of the Seller Disclosure Schedules (the “Business Insurance Policies”) for all periods before, through and after the Closing DateClosing, to contact and do business with including any distributor, broker or sales representative that distributes Seller's products (excluding any rights or obligations under any Distribution Contracts (as defined in Section 2.1(b)(ix) below)) and all refunds and credits due or to become due thereunder and any and all claims, rights (but not to make claims and rights to proceeds on any such insurance policies, binders and interests for all periods before, through and after the obligation) to hire Seller's employeesClosing; (vn) all lists and records pertaining to customer accounts (whether past or current)Except as set forth in Article VI, suppliers, distributors, personnel and agents any and all other books, ledgers, files, documents, correspondence and business recordsassets of the Purchased Entity Benefit Plans; (vio) The assets set forth on Section 2.4(o) of the Seller Disclosure Schedules; (p) Any and all claims, deposits, prepayments, warranties, guarantees, refunds, causes refunds or credits of action, rights or against (i) Transfer Taxes for which Purchaser is responsible pursuant to Section 7.9 or (ii) Taxes in respect of recovery, rights of set-off and rights of recoupment listed the Business or the Purchased Assets or on the Purchased Assets Schedule, other than those relating exclusively to Excluded Assets Entities (or Excluded Liabilities; (viitheir Subsidiaries) all Proprietary Rights, including, without limitation, those listed on the Proprietary Rights Schedule; (viii) all Government Licenses, including, without limitation, for 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, nonPost-conformance of or loss Closing Tax Period to the Purchased Assets; (x) 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), extent such accounts receivable to be set forth on a schedule to be jointly prepared by Seller and Buyer as of the Closing (the "Purchased Receivables")Taxes are not Excluded Business Taxes; and (xiiiq) a number of units of each item of individual finished goods inventory set forth on the "Estimated Purchased Inventory Schedule" attached hereto as Any other assets (other than those of the Closing Date which is (Atype referred to in the foregoing categories) no greater than 110% primarily used, or held primarily for use, in the operation of the "Estimated Purchase Units" set forth on Business (other than any assets identified as Excluded Assets in Section 2.5). Any assets of the "Estimated Purchased Inventory Schedule" attached hereto Entities and (B) not less than one month's supply their Subsidiaries that constitute Purchased Assets hereunder shall be deemed Purchased Assets to the extent of each such product (as denoted in the column labeled "Minimum Purchase Units" in the "Estimated Purchased Inventory Schedule")Entities’ and their Subsidiaries’ right, determined at PDK's unit costs for such inventory (which unit costs are set forth on the "Estimated Purchased Inventory Schedule")title and interest therein; provided that the definitive quantities transfer of such inventory assets shall be set forth on a schedule to be jointly prepared effected solely by Buyer virtue of the transfer of the Seller Entities’ right, title and interest in the Purchased Entity Shares and not through the direct transfer of such assets, and Seller as and its Subsidiaries shall not be required to transfer any such assets of the Closing Purchased Entities and provided furthertheir Subsidiaries other than through the transfer of the Seller Entities’ right, title and interest in the Purchased Entity Shares. For the avoidance of doubt, Seller and its Subsidiaries shall not be required to transfer any assets of the Purchased Ventures (or their Subsidiaries) other than through the transfer of the Seller Entities’ right, title and interest in the Purchased Venture Interests. The Parties acknowledge and agree that a single asset may fall within more than one of clauses (a) through (p) in no event this Section 2.4; such fact does not imply that (i) such asset shall Buyer be obligated to purchase in excess transferred more than once or (ii) any duplication of $1.5 million of inventory pursuant to this Agreement (the "Purchased Inventory")such asset is required.

Purchased Assets. On Except as otherwise expressly set forth in Section 2.3, the terms Purchased Assets shall include the following assets, properties and subject to rights of Seller as of the conditions contained in this Agreement, close of business on the Closing Date, Buyer shall purchase from Seller, : (a) all Equipment; (b) all Inventory; (c) all supplies and Seller shall sell, convey, assign, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counsel, free and clear of all Liens, all of the following assets, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller or otherwise packaging used in the Business (collectively, operation of the "Purchased Assets"), but excluding all Excluded Assets: (i) all prepayments and prepaid expenses listed on the Purchased Assets ScheduleSeller’s Business; (iid) all machineryAccounts Receivable, equipment, tools, dies, jigs, molds, patterns, furniture, spare parts and supplies, computers and including all related equipment, telephones and all related equipment and all other tangible personal property Accounts Receivable 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 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"2.2(d); (ive) all distribution systems Intellectual Property, (f) all state, federal and networks including, without limitation, local Permits and licenses used by Seller to own and operate the right, from Business for the ownership and after use of the Closing DatePurchased Assets, to contact and do business with any distributorthe extent assignable to Purchaser, broker or sales representative that distributes Seller's products (excluding any rights or obligations under any Distribution Contracts (as defined in Section 2.1(b)(ix) belowincluding those listed on Schedule 2.2(f)) and all rights (but not the obligation) to hire Seller's employees; (vg) all lists and records pertaining to customer accounts (whether past or current)prepaid expenses, supplierscredits, distributorsadvance payments, personnel and agents and all other books, ledgers, files, documents, correspondence and business records; (vi) all claims, deposits, prepayments, warranties, guaranteessecurity, refunds, causes of action, rights of recovery, rights of set-off and set off, rights of recoupment recoupment, and deposits, including those listed on the Purchased Assets Schedule, other than those relating exclusively to Excluded Assets or Excluded LiabilitiesSchedule 2.2(g); (viih) all Proprietary Rights, including, without limitation, those telephone numbers which are used in the Business and listed on the Proprietary Rights ScheduleSchedule 2.2(h); (viiii) all Government Licenses, including, without limitation, any foreign product registrations and those Government Licenses rights of Seller under the Assumed Contracts listed on the attached "Licenses Schedule," but excluding any such Government Licenses which are by their terms not transferableSchedule 2.2(i); (ixj) all insuranceLeased Real Property; (k) all rights under warranties, warranty indemnities and condemnation proceeds received after the date hereof with respect to damage, non-conformance of or loss all similar rights against third parties to the extent related to any Purchased Assets; (xl) all insurance benefits, including rights and proceeds, arising from or relating to receive mail and other communications addressed to Sellerthe Business, the Purchased Assets or the Assumed Liabilities; (xim) except as provided in Section 2.1(b)(v) beloworiginals, or where not available, copies, of all books, books and records, ledgersincluding, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, documents, correspondence, customer lists, studies customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and reports procedures, customer complaints and other printed or written materials; inquiry files, research and development files, records and data (xii) including all trade accounts receivable as of the Closing Date (but excluding correspondence with any private label accounts receivableGovernmental Authority), such accounts receivable sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal Financial Statement, marketing and promotional surveys, material and research and files relating to be set forth on a schedule to be jointly prepared by Seller the Intellectual Property Assets and Buyer as of the Closing Intellectual Property Agreements (the "Purchased Receivables"”Books and Records”); and (xiiin) a number of units of each item of individual finished goods inventory set forth on the "Estimated Purchased Inventory Schedule" attached hereto as all goodwill and going concern value 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 (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")Business.

Purchased Assets. On Upon the terms and subject to the conditions contained in of this Agreement, on the Closing Date, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counselon a going concern basis, free and clear of all LiensEncumbrances (except for Permitted Encumbrances), all of the following assets, properties, rights, titles business and interests operations of Seller and all of the assets and properties of Seller of every kind and nature owneddescription, licensed wherever located, real, personal or leased by Seller mixed, tangible or otherwise used in intangible, as the Business same shall exist on the Closing Date (collectively, herein collectively called the "Purchased Assets"), but excluding including, all Excluded Assetsright, title and interest of Seller in, to and under: (a) 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 the Business consistent with past practice; (b) all notes and accounts receivable generated by the Business; (c) the Governmental Permits listed in Schedule 5.9; (d) the equipment, furniture and other personal property listed or referred to in Schedule 5.13; (e) the personal property leases listed in Schedule 5.14; (f) the Copyrights, Patent Rights and Trademarks and the agreements, contracts, licenses, sublicenses, assignments and indemnities, listed in Schedule 5.15; (g) the contracts, agreements or understandings listed or described in Schedule 5.20; (h) all client engagements, contracts or agreements with clients or subcontractors, client or subcontractors relationships, client work papers and client lists; (i) all prepayments Trade Secrets and prepaid expenses listed on the Purchased Assets Scheduleother proprietary or confidential information; (iij) 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 the Software listed on the Purchased Assets Schedulein Schedule 5.15; (iiik) all rights existing under all purchase orders of Seller's or Parent's rights, claims or causes of action against third parties relating to purchase the assets, properties, business or sell goods or products, including, without limitation, any such purchase order listed on operations of Seller in respect of the "Contracts Schedule" and under each other contract listed on Business arising out of transactions occurring prior to the Contracts Schedule and specifically identified as a contract to be assigned to Buyer (collectively, the "Assigned Contracts")Closing Date; (ivl) 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 2.1(b)(ix) below)) and all rights (but not the obligation) to hire Seller's employees; (v) all lists books and records pertaining to customer accounts (whether past including all data and other information stored on discs, tapes or current), suppliers, distributors, personnel and agents and all other books, ledgers, files, documents, correspondence and business records; (vimedia) 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 those Seller or Parent 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; (x) all rights to receive mail Business, including sales, advertising 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 marketing 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 Buyer as of the Closing (the "Purchased Receivables"); and (xiiim) 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 all telephone, telex and (B) not less than one month's supply of each such product (as denoted in the 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 telephone facsimile numbers and other directory listings utilized 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 Inventory")Seller.

Purchased Assets. On Upon the terms and subject to the conditions contained in of this Agreement, on at the Closing Date(subject to Section 2.1(f)), Buyer Purchaser, or any Purchaser Affiliate, shall purchase from SellerSeller and the Assigning Subsidiaries, and Seller shall, and shall cause each Assigning Subsidiary to, sell, convey, assign, transfer and deliver convey to Buyer by appropriate instruments reasonably satisfactory to Buyer Purchaser, or any Purchaser Affiliate, good, valid and its counsel, marketable title (free and clear of all Liens, all of Encumbrances other than Permitted Encumbrances) to the following assets, properties, rights, titles in existence on the Closing Date (subject to Sections 5.1(j) and interests of every kind and nature owned, licensed or leased by Seller or otherwise used in the Business (collectively6.2(c), the "Purchased Assets"), but excluding all Excluded Assets:): (i) all prepayments and prepaid expenses listed on the Purchased Assets ScheduleFinancing Contracts; (ii) all machinery, equipment, tools, dies, jigs, molds, patterns, furniture, spare parts and supplies, computers and all Credit Enhancements (except cash associated with Advance Payments) related equipment, telephones and all related equipment and all other tangible personal property listed on to the Purchased Assets ScheduleFinancing Contracts; (iii) (x) (A) all rights existing under all alliance agreements, service provider agreements, consulting agreements, purchase orders to purchase orders, residual value insurance covering Portfolio Property or sell goods Purchased Financing Contracts, if any, and other agreements, contracts or productscommitments, including, without limitation, any such purchase order in each case in this clause (x) (A) listed on Schedule 2.1(a)(iii) or (B) listed in the "Contracts Schedule" supplemental Schedules delivered by Seller pursuant to Section 5.9 and under each other contract listed on the Contracts Schedule and specifically identified by Purchaser in writing as a contract Purchased Other Contract, in each case among any member of the Seller Group and an Obligor of, or otherwise related to, a Purchased Financing Contract, and (y) all remarketing agreements from the Electronics Segment with an Obligor of any Purchased Financing Contract if Purchaser or a Purchaser Affiliate acquires such of the Financing Contracts of such Obligor pursuant to be assigned the terms of this Agreement that, in the aggregate, have a Net Book Value which is greater than one-half of the Net Book Value of all of the Financing Contracts in the Electronics Segment of such Obligor (each agreement and commitment referred to Buyer in clauses (collectively, the x) and (y) above being referred to as a "Assigned ContractsPurchased Other Contract")) and all accounts receivable attributable thereto; (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 2.1(b)(ix) 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 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; (x) 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 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 (B) not less than one month's supply of each such product (as denoted leasehold interest in the 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 Inventory").San Diego Facility;

Purchased Assets. On Subject to the terms and subject conditions of this Agreement and pursuant to Section 363 of the Bankruptcy Code (and Section 365 of the Bankruptcy Code with regard to the conditions contained in this AgreementFacility Lease), on at the Closing DateClosing, Buyer shall purchase from Seller, and Seller shall sellMTS with regard to the MTS Real Property, conveyhereby sells, assigntransfers, transfer assigns and deliver delivers to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counselBuyer, free and clear of any and all LiensLiens and Claims, and Buyer hereby purchases and acquires from Seller, 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, properties, rights, titles and interests of every kind and nature rights owned, licensed used, or leased by Seller acquired for use in connection with Seller's business, whether tangible or otherwise used in intangible, and whether or not recorded on Seller's books and records, as the Business same exist at the Closing (collectively, the "Purchased Assets"), but excluding all Excluded Assets:): (ia) all prepayments All of Seller's cash and prepaid expenses listed on cash items, notes and accounts receivable (trade and other, except $54,684 of the Purchased Assets Scheduleaccount receivable from Glasgow Pharmaceutical Corporation); (iib) all machinery, equipment, tools, dies, jigs, molds, patterns, furniture, spare parts All raw materials and supplies, computers raw material components used in the Seller's packaging process and all related equipment, telephones and all related equipment and all other tangible personal property listed in the Seller's possession or otherwise reflected on the Purchased Assets Schedule; (iii) all rights existing under all purchase orders to purchase or sell goods or productsSeller's books as of the Closing 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 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 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 "Assigned Assumed Contracts"); (ivh) all distribution systems All regulatory permits, licenses and networks 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 rightgoodwill associated with the foregoing, from and after the Closing Datedevelopments, to contact and do business with any distributorinventions, broker or sales representative that distributes Seller's products (excluding any rights or obligations under any Distribution Contracts (as defined in Section 2.1(b)(ix) below)) and all rights other intellectual property owned by Seller (but not the obligation) to hire Seller's employees"Intellectual Property"), except the Intellectual Property subject of the Vangard License Agreement; (vj) all lists and records pertaining All of Sellers' rights or licenses to customer accounts use software (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 those relating exclusively to Excluded Assets or Excluded Liabilities; (vii) all Proprietary Rights, including, without limitation, those listed on the Proprietary Rights Schedule; (viiisource code and related documentation) all Government Licensesknow how, includingpatents, without limitationtrademarks, any foreign product registrations trade names, trade dress, service marks, developments, inventions 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 insuranceother intellectual property used in, warranty and condemnation proceeds received after the date hereof with respect to damageor related to, non-conformance of Seller's business or loss to the Purchased Assets; (xk) 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 receive mail and other communications addressed to use of Seller's corporate name as a trademark, tradename, trade dress or service mark; (xim) except All other assets included in the Debtor's Estate (as defined 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 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 Buyer as of the Closing (the "Purchased Receivables")2.3 hereof; and (xiiin) a number Any and all causes of units action associated with the Purchased Assets described above, with the exception of each item those causes of individual finished goods inventory set forth on action provided in Section 2.3 hereof. To the "Estimated extent necessary for Buyer to acquire all right, title and interest in and to the Purchased Inventory Schedule" attached hereto as Assets, MTS and Shareholder, hereby (i) consent to such sale, transfer, assignment and delivery to Buyer, (ii) agree to execute and deliver any and all necessary documentation, either before or after the Closing, to vest in Buyer all right, title and interest in and to the Purchased Assets, and (iii) acknowledge that, except for the MTS Real Property, Seller owns or has the right to use and transfer all 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 (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")Assets.

Purchased Assets. On the terms and subject to the conditions contained set forth in this Agreement, on the Closing Date, Buyer Purchaser shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counsel, free and clear of all LiensPurchaser on the Closing Date, all of Seller's right, title and interest in and to the following business, assets, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller as of the Closing Date (except for the Excluded Assets), which are used or otherwise used in located at the Business Leased Real Property (Leased Real Property is collectively referred to as the "Premises" and individually referred to as an "Individual Premises"), whether tangible or intangible, real or personal and by whomever possessed (collectively, the "Purchased Assets"), free and clear of all Liens (other than Permitted Liens), including, but excluding all Excluded Assetsnot limited to, the following: (i) all prepayments inventory of foods, beverages other products sold in the Premises, all pharmaceutical inventory, including, Controlled Substances and prepaid expenses listed compounding supplies, packaging and other supplies, and all goods, wares and merchandise located in the Premises on the Purchased Assets ScheduleClosing Date, including warehoused and consignment inventory and inventory on order for or in transit to or from the Premises (collectively, the "Merchandise"); except that "Merchandise" shall not include Non-Acquired Merchandise; (ii) all machinerycustomer prescription files, equipmentpatient history and prescription records, toolsincluding all refill status reports and records of insurance coverage, dies, jigs, molds, patterns, furniture, spare parts and supplies, computers all hard copy prescriptions and all electronic data Seller maintained in any format, with respect to all pharmacy customers at each of the Pharmacies, utilized and/or generated by Seller in the course of operating such Pharmacies ("Pharmacy Records"). Subject to Legal Requirements, Seller additionally agrees to make the Pharmacy Records and related equipment, telephones and all related equipment and all information available to Purchaser for a period of six (6) months after the Closing Date if Purchaser is unable to reasonably access it though other tangible personal property listed on the Purchased Assets Schedulemeans; (iii) all of Seller's interest in the following that are owned by or licensed to Seller and used in connection with the operations at the Premises: (1) the Seller trademark, trade name, service xxxx and trade dress and the xxx.xxxxxxxxx.xxx internet domain name, together with all goodwill associated therewith, and all translations, adaptations, derivations and combinations of the foregoing (and all logos related to the foregoing); (2) Seller copyrights and copyrightable works; (3) all registrations, applications and renewals for any of the foregoing; (4) subject to obtaining required consents, if applicable, Seller trade secrets and other confidential information, including but not limited to the recipe for the Felpausch cookies; (5) subject to obtaining required consents, if applicable, all other Seller intangible properties and rights existing under relating to the Premises; and (6) all purchase orders to purchase or sell goods or products, including, without limitation, any such purchase order listed tangible embodiments of the foregoing; in each case including the items set forth on the "Contracts Schedule" and under each other contract listed on the Contracts attached Proprietary Rights Schedule and specifically identified as a contract to be assigned to Buyer (unless indicated otherwise therein) (collectively, the "Assigned ContractsProprietary Rights"); (iv) all distribution systems and networks includingagreements, without limitationcontracts, or other binding arrangements of Seller identified on the attached Assumed Contracts Schedule (collectively, the right"Assumed Contracts"), from including the Leases, the Subleases 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 leases for the Distribution Contracts (as defined in Section 2.1(b)(ix) below)) and all rights (but not the obligation) to hire Seller's employeesCenter Leased Tractors; (v) all lists Leasehold Improvements and records pertaining to customer accounts all owned machinery, equipment, vehicles, trucks, trailers, furniture, testing equipment and office equipment (whether past or currentincluding the Support Office Equipment), suppliersfixtures, distributorstrade fixtures, personnel store models and agents displays, computers (and, subject to obtaining required consents, if applicable, related software), furniture and all other bookstangible personal property located in the Premises and all such property customarily located or based in the Premises but temporarily located elsewhere (including all vehicles, ledgers, files, documents, correspondence trucks and business recordstrailers listed on the Vehicle Schedule attached hereto); (vi) all warranties, claims, depositsrefunds, prepayments, warranties, guarantees, refundscredits, causes of action, rights of recoverychoses in action, rights of set-off recovery and rights of recoupment listed on the Purchased Assets Schedule, other than those set off of any kind 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; (vii) the right to all telephone numbers associated with the Premises, but not such telephone numbers owned by any subtenants; (viii) all lists, records and other information pertaining to accounts and referral sources; all lists, records and other information pertaining to suppliers and customers; all Individual Premises accounting records (including without limitation item sales histories); profit and loss records for each Individual -2- Premises; all stock ledger reports and records for each Individual Premises; all drawings, reports, studies and plans, (including all financial, business, sales and marketing plans and information); to the extent legally transferable, all personnel files and records; all environmental reports; and all architectural / engineering and similar plans, drawings and reports in each case whether evidenced in writing, electronic data, computer software or otherwise; provided that, in the event the assets described in this clause (viii) are not held in a form which relates solely to the Premises and the operation of the business thereon, such assets will not be Purchased Assets hereunder but Seller agrees to provide Purchaser with access to and copies of the foregoing assets upon reasonable notice from Purchaser; (ix) all Seller advertising, marketing and promotional rights and materials; (x) to the extent transferable, all permits, licenses, certifications, authorizations, approvals and similar rights from all permitting, licensing, accrediting and certifying agencies relating to the Leased Real Property (including all of the foregoing listed or described on the attached Permits Schedule and including, without limitation, all licenses, certifications, authorizations, approvals and similar rights relating to the Leased Real Property, whether held in escrow or in a similar manner), and the rights to receive mail all data and other communications addressed to Sellerrecords held by such agencies; (xi) except as provided all rights to security deposits previously paid by Seller arising under or in Section 2.1(b)(v) below, all books, records, ledgers, files, documents, correspondence, lists, studies connection with the Assumed Contracts and reports and other printed cash in the amount of the unapplied balance of security deposits previously paid to Seller under or written materialsin connection with the Assumed Contracts ("Security Deposits Owed"); (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 Buyer as of the Closing (the "Purchased Receivables")Fuel Station Assets in accordance with Section 5.21; 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 all Seller goodwill and (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")other intangible property.

Purchased Assets. On the terms and subject to the terms and conditions contained set ---------------- forth in this Agreement, on and the Closing Dateexceptions set forth in Seller's Disclosure Schedules, Buyer shall will purchase from Seller, and Seller shall will sell, conveytransfer, assign, transfer convey and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counselon the Closing Date, free and clear of all Liensliens, encumbrances, security interests, purchase rights, pledges, charges, mortgages, claims or any other limitations or restrictions whatsoever, all of the following assetsSeller's right, properties, rights, titles title and interests of every kind interest in and nature owned, licensed or leased by Seller or otherwise to all properties and assets used in the Purchased Business other than the Excluded Assets (collectively, the "Purchased Assets"), including but excluding all Excluded Assetsnot limited to the following: (ia) all prepayments All accounts receivable and prepaid expenses listed trade receivables of Seller relating to goods which have been shipped or services performed on or prior to the Purchased Closing Date, other than the receivables identified as Excluded Assets Schedule(the "Accounts Receivable"); (iib) All inventories on hand or materials, goods or products ordered and intended for inventory but not as yet received or paid for, as of the Closing Date, including all machineryraw materials, equipmentwork in process, toolsfinished goods, dies, jigs, molds, patterns, furniture, spare parts packaging and supplies, computers supplies held for and all related equipment, telephones and all related equipment and all other tangible personal property listed on used in connection with the Purchased Business, other than the inventory identified as Excluded Assets Schedule("Inventory"); (iiic) all rights existing under all purchase orders All of Seller's prepaid deposits with vendors, prepaid expenses or deposits on leased real or personal property (to purchase the extent Buyer is assuming Liability for such lease or sell goods or products, including, without limitation, any such purchase order listed on entering into a substitute lease) (the "Contracts Schedule" Prepaid Expenses"); (d) All of Seller's entire right, title and under each interest in and to the contracts, licenses, unfilled sales orders, personal property leases and other contract listed on contracts relating to the Contracts Schedule and specifically Purchased Business, other than the contracts identified as a contract to be assigned to Buyer Excluded Assets (collectively, the "Assigned Contracts"); (ive) all distribution systems and networks including, without limitation, the All of Seller's entire right, from title and after interest and associated goodwill in all intellectual property owned or licensed by Seller and used in connection with the Closing DatePurchased Business, 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 2.1(b)(ix) below)) and all rights (including but not limited to the obligation) to hire Seller's employeesintellectual property set forth on Schedule 2.1(e), but --------------- specifically excluding the intellectual property identified as Excluded Assets (the "Proprietary Rights"); (vf) All machinery, tools, warehouse equipment, furniture, fixtures, office equipment, software, testing equipment (including all lists related spare parts, accessories and supplies) and other similar equipment that is owned or leased by Seller and used in connection with the Purchased Business, but specifically excluding the equipment identified as Excluded Assets (the "Equipment"); (g) A copy of all books and records pertaining to customer accounts Inventory, Equipment, Proprietary Rights, Contracts, sales prospects and suppliers used by Seller in connection with the Purchased Business (whether past or currentthe "Records"), suppliers, distributors, personnel and agents and all other books, ledgers, files, documents, correspondence and business records; (vih) all claims, All customer advances and deposits, prepaymentsprepaid contracts, warranties, guarantees, refunds, causes of action, rights of recovery, rights of setmaintenance fees or installation fees and all similar pre-off and rights of recoupment listed on the Purchased Assets Schedule, other than those payments 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; (x) 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 Buyer as of the Closing an Assumed Liability (the "Purchased ReceivablesCustomer Deposits"); and (xiiii) a number Any and all other assets 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 (B) Seller not less than one month's supply of each such product (as denoted in the 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 Inventory")expressly excluded under Section 2.2 below.

Purchased Assets. On The Purchased Assets shall include the terms and subject following assets: (a) if any, all trade accounts receivable of Lil’ Fan not pledged pursuant to the conditions contained in this AgreementBusiness/Manager Agreement by and between The Farmers Bank and Lil’ Fan dated June 10, 2002 and all proceeds from the reserve account under said Business/Manager Agreement (whether or not received before or after the Closing); (b) if any, all prepaid expenses and advances of Sellers; (c) if any, the deposits, cash, cash equivalents, marketable securities and expense reimbursements set forth on Schedule 1.2(c), which schedule shall distinguish between the foregoing and which shall be updated and true and complete as of the Closing Date, Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counsel, free and clear of all Liens; (d) if any, all of the following assetsmachinery, propertiesequipment, rightstooling, titles parts and interests of every kind and nature owned, licensed or leased by Seller or otherwise spare parts used in the Business operation of the Businesses; (collectivelye) if any, all inventory of raw materials, work-in-process, finished goods, parts, scrap, wrapping, operating supplies and packaging items and finished goods used or to be used in the Businesses (including any acquired, in-transit or mill direct inventory, except for: (i) such finished goods as have been purchased by the respective customers of Sellers and are being held, stored or retained for such customers; and (ii) all supplies and raw materials owned by third parties and stored at any of Sellers’ respective facilities) (the “Inventory”); (f) if any, all vehicles (including parts and spare parts therefore), personal property, furniture, fixtures and furnishings used in the operation of the Businesses; (g) if any, the "Purchased Assets"respective contracts, leases and other agreements to which each of Sellers is a party and that are set forth on Schedule 1.4(a)(iv) as contracts that Purchaser wishes to acquire or assume (the “Assumed Contracts”) and all purchase orders to which each of Sellers is a party and that are set forth on Schedule 1.4(a)(iv) (which purchase orders shall be deemed to be included in the definition of the Assumed Contracts); provided, but excluding all Excluded Assets:however, that only purchase orders in excess of $5,000 are required to be included on Schedule 1.4(a)(iv); (h) Lil’ Fan’s right, title and interest in and to the Lil’ Fan Business, Lil’s Fan’s good will, corporate name (including any derivations or combinations thereof) and any other intangible asset owned by it and used or to be used in the operation of the Lil’ Fan Business and SH&A’s right, title and interest in and to the SH&A Business, SH&A’s good will, corporate name (including any derivations or combinations thereof) and any other intangible asset owned by it and used or to be used in the operation of the SH&A Business. (i) all prepayments patents (and prepaid expenses listed on the Purchased Assets Schedule; applications therefore), trademarks (ii) all machineryand applications therefore), equipmenttrade names, 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, including without limitation, any such purchase order listed on rights Sellers may have in the "Contracts Schedule" trade names “Lil’ Fan, Inc.” and under each “Xxxx Xxxxxx & Associates, Inc.” and any derivations or combinations thereof, technologies, service marks, methods, formulations, art work, drawings, designs, data bases, computer systems, software, operating manuals, trade secrets, know-how, inventories, franchises, licenses, business permits, certificates, customer lists, all information, files, records, data, plans and recorded information related to the foregoing and other contract listed on intellectual property used in the Contracts Schedule and specifically identified as a contract to be assigned to Buyer Businesses (collectively, the "Assigned Contracts"“Purchased Proprietary Rights”); (ivj) all distribution systems domain names (URLs), and networks includingthe websites located thereat, without limitationset forth on Schedule 2.12. (k) all operating data and records of Sellers used in their respective Businesses, including information, files, records, data, employee files, plans, contracts and recorded information, customer, vendor and supplier lists, production records, accounting records, property records, mailing lists, customer pricing information, credit records, correspondence, office supplies, budgets, documents and records similar to the rightforegoing, 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 2.1(b)(ix) below)) and all other records and files with respect to the assets, properties and rights (but not the obligation) to hire Seller's employeesbeing transferred hereunder; (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; (vil) all claims, deposits, prepayments, warranties, guarantees, refunds, warranties (express or implied), rights of recovery and any other rights Sellers may have against their respective customers and vendors and under any products liability insurance maintained by either of Sellers, except to the extent such rights arise in connection with liabilities not assumed by Purchaser which rights are retained by either of Sellers; (m) all qualifications, registrations, filings, privileges, franchises, immunities, licenses, permits, authorizations and approvals of any federal, state or local regulatory, administrative or other governmental agency or body that are used by, or required for, the ownership and operation of the respective Businesses; (n) all causes of action, judgments, claims, demands and other rights of recovery, rights Sellers of set-off every kind and rights of recoupment listed on the Purchased Assets Schedule, other than 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; (x) 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 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 (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")nature.

Purchased Assets. On Subject to the terms and subject to the conditions contained in this Agreementherein set forth, on the Closing Date, Seller shall sell, transfer and assign to Buyer, and Buyer shall purchase from Seller, all of Seller's rights, title and Seller shall sell, convey, assign, transfer interest in and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counselthe Purchased Assets described below, free and clear of all Liensmortgages, all of the following assetsliens, propertiescharges, rights, titles and encumbrances or security interests of every kind and any nature ownedwhatsoever other than those expressly described herein including, licensed or leased by Seller or otherwise used in the Business (collectively, the "Purchased Assets"), but excluding all Excluded Assetswithout limitation: (i) all prepayments and prepaid expenses listed on All Equipment other than the Purchased Assets Schedule;equipment included in Excluded Assets. (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;All Inventory. (iii) all rights existing under all purchase orders to purchase or sell goods or productsAll non-inventoried supplies, includingtooling, without limitationrepair parts, any such purchase order listed spare parts, packaging and other assets located on the "Contracts Schedule" and under each other contract listed Premises, held at contractors or used in the operations of Company on the Contracts Schedule and specifically identified Purchase Date excluding items consumed, abandoned or disposed of in the normal course of operations as a contract to be assigned to Buyer (collectively, the "Assigned Contracts");obsolete or worn out. (iv) all distribution systems and networks including, without limitation, All Intangible Property of Seller used in the right, from and after operations of 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 (Company as defined specifically described in Section 2.1(b)(ix) belowSchedule 2(a)(iv)) and all rights (but not the obligation) to hire Seller's employees;. (v) All rights of the Company under all lists and records pertaining to customer accounts (whether past or current), suppliers, distributors, personnel and agents Assumed Contracts and all other books, ledgers, files, documents, correspondence agreements specifically described on Schedule 2(a)(v) annexed hereto and business records;made a part hereof. (vi) All Accounts Receivable of Company generated on or after January 1, 1999 as more specifically described in Schedule 2(a)(vi). All Accounts Receivable collected, whether generated before or after December 31, 1998, shall be held by Seller until all claims, deposits, prepayments, warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off net cash advances owed Seller by Buyer are accounted for and rights of recoupment listed on the Purchased Assets Schedule, other than those relating exclusively to Excluded Assets or Excluded Liabilities;paid. (vii) A complete list of all Proprietary Rightscustomers, suppliers, sources of raw materials, and all historical records of Company. (viii) All government permits, authorizations and licenses which are transferable and owned or held by Seller and used in the operations of Company, including, without limitation, those listed described on the Proprietary Rights Schedule; (viiiSchedule 2(a)(viii) all Government Licenses, including, without limitation, any foreign product registrations annexed hereto and those Government Licenses listed on the attached "Licenses Schedulemade a part hereof," but excluding any such Government Licenses which are by their terms not transferable; (ix) The Company's assembled work force as of the Closing Date, including all insurance, warranty Transferred Employees identified on Schedule 2(a)(ix) annexed hereto and condemnation proceeds received after the date hereof with respect to damage, non-conformance of or loss to the Purchased Assets;made a part hereof. (x) all rights to receive mail and other communications addressed to Seller; (xi) except as provided All software of Seller used 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 conjunction with the operation of the Closing Date (Hosiery Division, but not limited to accounts receivables, general ledger and payroll software, but excluding any private label accounts receivable)outside licensed software. Seller conveys all software "as is", such accounts receivable to be set forth on a schedule to be jointly prepared by Seller and 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 (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")without warranty.

Purchased Assets. On Upon the terms and subject to the conditions contained set forth in this Agreement, on the Closing Date, Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer by appropriate instruments reasonably satisfactory to Buyer shall purchase and its counselacquire from Seller, all of the assets, rights, properties, claims, contracts, business and goodwill of Seller (of every kind, nature, character and description, whether real, personal or mixed, tangible or intangible, accrued, contingent or otherwise, wherever situated) (collectively, the “Purchased Assets”), free and clear of all Liens other than Permitted Liens, all of . The Purchased Assets shall include the following assets, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller or otherwise used in the Business (collectively, the "Purchased Assets"), but excluding all Excluded Assetsfollowing: (ia) all prepayments and prepaid expenses listed on the Purchased Assets Schedulereal property; (iib) all tangible personal property, including all machinery, equipment, tools, dies, jigs, molds, patterns, furnituretools, spare parts and suppliestooling, computers and all related equipmentoffice furnishings, telephones and all related vehicles, transportation equipment and all other tangible personal property listed on the Purchased Assets Scheduleleasehold improvements; (iiic) all rights existing under inventories of raw materials, work-in-process and finished goods (including all purchase orders such in transit, whether to purchase or sell goods or productsfrom Seller), includingand all parts, without limitationsupplies and components held for sale, any 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 together with all related packaging materials (collectively, the "Assigned Contracts"“Inventory”); (ivd) all distribution systems rights in, to and networks including, without limitationunder Intellectual Property (collectively, 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 2.1(b)(ix) below“Seller Intellectual Property”)) and all rights (but not the obligation) to hire Seller's employees; (ve) all lists rights in, to and records pertaining under (i) all oral and written contracts, purchase orders, sales orders, licenses, leases and other agreements, arrangements and understandings (collectively, “Contracts”) described in Section 3.15 of the Disclosure Schedule, (ii) all other Contracts entered into by Seller in the ordinary course of business that are of the type required to customer accounts be disclosed in Section 3.15 of the Disclosure Schedule as a result of subclauses (whether past or currentb), suppliers(c) and (d) of Section 3.15 but are not disclosed solely because they fall below the minimum threshold amount or term of the disclosures required by the terms of subclauses (b), distributors(c) and (d) of Section 3.15 to be set forth in Section 3.15 of the Disclosure Schedule and (iii) those Contracts that Shareholders and Seller did not disclose in Section 3.15 of the Disclosure Schedule in breach of this Agreement if Buyer delivers written notice to Appointed Agent indicating that Buyer will accept Seller’s rights in, personnel to and agents and all under such Contracts, in each case, other booksthan the Excluded Contracts (collectively, ledgers, files, documents, correspondence and business recordsthe “Assumed Contracts”); (vif) all claimslicenses, depositspermits, prepaymentsapprovals, warrantiesauthorizations and consents of Governmental Entities and certification organizations (collectively, guarantees, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment listed on the Purchased Assets Schedule, other than those relating exclusively to Excluded Assets or Excluded Liabilities“Permits”); (viig) all Proprietary Rightsadvertising material, includingsales literature, without limitationpromotional literature, those listed on the Proprietary Rights Schedulecatalogs and related material; (viiih) 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; (x) 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 files and other printed embodiments of information, whether relating to past or written materialscurrent operations; (xiii) all trade notes receivable, accounts receivable as of the Closing Date (but excluding any private label accounts receivableincluding unbilled receivables), such accounts receivable drafts and other rights to be set forth on a schedule payment and the full benefit of all security (collectively, the “Transferred Receivables”); (j) all rights in, to be jointly prepared by Seller and Buyer as of under the Closing (the "Purchased Receivables")Assumed Benefit Contracts; and (xiiik) a number all advance payments, all prepaid items and expenses, all causes 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 action, claims, rights and privileges against third parties (A) no greater than 110% of the "Estimated Purchase Units" set forth on the "Estimated Purchased Inventory Schedule" attached hereto including manufacturer and (B) not less than one month's supply of each such product (as denoted in the column labeled "Minimum Purchase Units" in the "Estimated Purchased Inventory Schedule"seller warranties and confidentiality and similar obligations owed by any Person to Seller), determined at PDK's unit costs for such inventory (which unit costs are set forth on all attorney-client privileges and rights related thereto and all other intangible rights and assets, including all goodwill associated with the "Estimated Business and the 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 Inventory")Assets.

Purchased Assets. On Upon the terms and subject to the conditions contained in of this Agreement, on the Closing Date, Sellers shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from SellerSellers, and Seller shall sell, convey, assign, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counselon a going concern basis, free and clear of all LiensEncumbrances (except for Permitted Encumbrances), all of the following assets, properties, rights, titles business and interests operations of Business and the goodwill associated therewith and all of the assets and properties of Sellers of every kind and nature owneddescription, licensed wherever located, real, personal or leased by Seller mixed, tangible or otherwise intangible, used in the conduct of the Business and which are transferable by Sellers, as the same shall exist on the Closing Date (collectively, herein collectively called the "“Purchased Assets"”), but excluding including, all right, title and interest of Sellers in, to and under the following, as the same shall exist on the Closing Date (other than the Excluded Assets:): (ia) all prepayments and prepaid expenses listed of the assets reflected on the Purchased Balance Sheet, except for Excluded Assets Scheduleand except for those assets disposed of or converted into cash after the Balance Sheet Date; (iib) 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 the real estate listed or described in Schedule 5.10 other tangible personal property listed on than the Purchased Assets ScheduleExcluded Real Property; (iiic) all rights existing under all purchase orders to purchase or sell goods or products, including, without limitation, any such purchase order listed on accounts receivable of the "Contracts Schedule" and under each other contract listed on the Contracts Schedule and specifically identified Business outstanding 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 of the Closing DateDate and, 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 2.1(b)(ix) 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 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; (x) all rights to receive mail and other communications addressed to Seller; (xi) except as provided in Section 2.1(b)(v) below2.2(h), all booksrights of the Business to any refund, recordsrepayment, ledgers, files, documents, correspondence, lists, studies and reports and recoupment or collection from any other printed Person outstanding or written materials; (xii) all trade accounts receivable existing as of the Closing Date (but excluding any private label accounts receivable)including, such without limitation, related party accounts receivable owed by one of the Sellers to be set forth on a schedule to be jointly prepared by another Seller and Buyer or any subsidiary of one or more Sellers as of the Closing Date, amounts due from any third-party payor, or amounts payable in respect of any contestation or other right of recovery) regardless of whether such right relates to periods prior to the Closing Date (collectively, the "Purchased “Receivables"”); (d) the Governmental Permits listed in Schedule 5.9; (e) the real estate leases and leasehold improvements listed or described in Schedule 5.11; (f) the equipment, vehicles, furniture and other personal property listed or referred to in Schedule 5.13; (g) the personal property leases listed in Schedule 5.14; (h) the Copyrights, Patent Rights and Trademarks (and all goodwill associated therewith), and the agreements, contracts, licenses, sublicenses, assignments and indemnities, listed in Schedule 5.15; (i) the contracts, agreements or understandings listed or described in Schedule 5.20; (j) the real property and all improvements thereto listed or described in Schedule 5.10; (k) all Trade Secrets and other proprietary or confidential information; (l) the Software listed in Schedule 5.15; (m) all of Sellers’ rights, claims or causes of action against third parties relating to the assets, properties, business or operations of any Seller arising out of transactions occurring prior to the Closing Date; (n) all publications, know-how, developments, models, databases, computer files, training programs, inventories, books and records (including all data and other information stored on discs, tapes or other media) of Sellers, including sales, advertising and marketing materials; (o) all telephone, telex and telephone facsimile numbers, Internet sites and addresses and other directory listings utilized by any Seller in the conduct of the Business; and (xiiip) a number all of units of each item of individual finished goods inventory set forth on Sellers’ right, title and interest in and to 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 name “Miami Dade Health Centers” and (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")all derivations thereof.

Purchased Assets. On Subject to the terms and subject to the conditions contained in of this Agreement, on the Closing DateDate (as defined in Section 2.6), the Buyer shall agrees to purchase from Sellerthe Company, and Seller shall the Company agrees to sell, convey, assign, transfer and deliver to the Buyer by appropriate instruments reasonably satisfactory to the Buyer and its counsel, free and clear of all Liens, all of the following Company’s right, title and interest in or to the assets, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller or otherwise the Company and used in or related to the Business (including indirect and other forms of beneficial ownership) as of the Closing Date, whether tangible, intangible or personal and wherever located and by whomever possessed, including the Proprietary Rights, including, without limitation, all of the following assets, but excluding all of the Excluded Assets (collectively, the "“Purchased Assets"), but excluding all Excluded Assets:”): (i) all the Company accounts, notes and other receivables (including net accounts receivable), including any prepayments and prepaid expenses listed expenses, associated with those accounts identified on Schedule 2.1(a)(i) as the Purchased Assets Schedule“Acquired Accounts”; (ii) all machineryinventory and related supplies of the Company identified on Schedule 2.1(a)(ii) (collectively, 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“Inventory”); (iii) all rights existing under tangible assets of any kind, including all purchase orders to purchase or sell goods or productsFixed Assets identified in the NAV Schedule, includingtogether with the Accumulated Depreciation associated therewith (as such terms are set forth in the NAV Schedule), without limitation, any such purchase order and including those assets listed on the "Contracts Schedule" and under each other contract listed on the Contracts in Schedule and specifically identified as a contract to be assigned to Buyer (collectively, the "Assigned Contracts")5.4; (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 2.1(b)(ix) 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-set off and rights of recoupment of every kind and nature related to the Purchased Assets (or not related to the “Non-Acquired Accounts,” as defined in Section 2.1(b)(ii) below); (v) all rights existing under those purchase orders to purchase goods or products relating to the Business as listed on the attached Schedule 2.1(a)(v) (collectively, the “Assigned Purchase Orders”); (vi) all rights under any warranties and indemnification obligations (whether implied or express) received from suppliers to the extent they pertain to the Purchased Assets Schedule, other than those relating exclusively to Excluded Assets or Excluded LiabilitiesAssets; (vii) all Proprietary Rightsthe right (but not the obligation) to hire any of the Company’s employees, including, without limitation, those listed on the Proprietary Rights Scheduleconsultants and independent contractors; (viii) all Government LicensesProprietary Rights, includingincluding electronic and hard copies of any custom software programs, without limitationdata, any foreign product registrations web pages and those Government Licenses listed on the attached "Licenses Schedule," but excluding any such Government Licenses which are by their terms not transferableall related underlying software and documentation; (ix) all permits, licenses, franchises, and other authorizations obtained from federal, state or local governments or governmental agencies or other similar rights, and all data and records pertaining thereto related to the Business (collectively, “Government Licenses”); (x) all insurance, warranty warranty, litigation, class action and condemnation proceeds received after the date hereof with respect to damage, non-non conformance of or loss to the Purchased Assets, or which otherwise pertain to the Business or the activities conducted therefrom or in connection therewith, and all rights and proceeds under insurance policies to the extent related to or payable in connection with any of the Purchased Assets or the Assumed Liabilities, including those that arise under any certificates of insurance from suppliers or their insurers; (xxi) all rights to receive mail and other communications addressed to Seller; (xi) the Company related to the Business, 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 materialsfor communications related to the Excluded Assets; (xii) all trade accounts receivable as telephone and facsimile numbers related to the Business; (xiii) customer lists, price lists and vendor lists and similar items related to the Business; (xiv) copies of books, financial and other corporate records to the Closing Date extent related to the Business; (but excluding any private label accounts receivable)xv) all historical records, such accounts receivable to be set forth on a schedule to be jointly prepared by Seller images, commercials, advertisements, brochures and Buyer as of the Closing (the "Purchased Receivables")similar items; and (xiiixvi) a number of units of each item of individual finished goods inventory set forth on the "Estimated Purchased Inventory Schedule" attached hereto as all goodwill of the Closing Date which is (A) no greater than 110% Sellers associated with the Business, including the goodwill associated with existing customer relationships of the "Estimated Purchase Units" set forth on the "Estimated Purchased Inventory Schedule" attached hereto and (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")Business.

Purchased Assets. On Upon the terms and subject to the conditions contained in of this Agreement, Sellers hereby agree to and do sell, transfer, assign, convey and deliver to Buyer, and Buyer hereby agrees to and does purchase and assume from Sellers, all of Sellers’ right, title and interest in, to and under the following, wherever located: (a) each Purchased Contract including, to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the relevant Seller under the Transaction Documents against any Person, whether known or unknown, arising under or in connection with the Transaction Documents or in any way based on or related to any of the foregoing; (b) the Contract Files relating to such Purchased Contracts; (c) prepaid interest and finance charges paid in advance by Obligors in respect of the Purchased Assets pro-rated for the period from and including the Closing Date, Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counsel, free and clear of all Liens, all of the following assets, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller or otherwise used in the Business (collectively, the "Purchased Assets"), but excluding all Excluded Assets: (i) all prepayments and prepaid expenses listed on the Purchased Assets 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 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 2.1(b)(ix) 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 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; (x) 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 Buyer as of the Closing (the "Purchased Receivables"); and (xiiid) all other properties, assets and rights owned by 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 (B) not less than one month's supply of each such product (as denoted in the 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 Date, or in which a Seller has an interest with respect to each of the assets set forth in the Schedule of Transferred Assets. The assets referred to in this Section 2.1 being sold, transferred, assigned, conveyed and provided furtherdelivered by MassMutual (as designated on the Schedule of Transferred Assets) are referred to as the “MassMutual Assets,” and the assets referred to in this Section 2.1 being sold, that transferred, assigned, conveyed and delivered by CM Life (as designated on the Schedule of Transferred Assets) are referred to as the “CM Life Assets.” The MassMutual Assets and the CM Life Assets are collectively referred to as the “Purchased Assets.” Notwithstanding the foregoing, Buyer is not purchasing from either Seller, and the Purchased Assets shall not include, a Seller’s right to receive any accrued and unpaid interest and finance charges through the day immediately prior to the Closing Date due from Obligors in no event arrears (collectively, “Pre-Closing Accrued Interest and Charges”), but shall Buyer be obligated include a Seller’s right to purchase in excess of $1.5 million of inventory pursuant to this Agreement (receive any accrued and unpaid interest and finance charges from and including the "Purchased Inventory")Closing Date.

Purchased Assets. On Upon the terms and subject to the conditions contained in of this Agreement, on at the Closing DateClosing, Buyer shall purchase from Seller, and Seller shall sell, conveytransfer, assign, transfer convey, and deliver to Buyer by appropriate instruments reasonably satisfactory to or its designee, and Buyer or its designee shall purchase, accept, and its counselacquire from Seller, free and clear of any and all Liens except for Permitted Liens, all right, title and interest in and to any and all assets of the following assetsany description, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller or otherwise including all assets used in the Business (other than leased or licensed assets disclosed herein) or owned by Seller, including all assets of Seller located in the Acquired Stores (collectively, the "“Purchased Assets"”), except for the Excluded Assets described in Section 2.2. The Purchased Assets shall include the following: (a) all cash and cash equivalents; (b) all accounts, notes, or other receivables held by Seller, and any security, claim, remedy or other right related to any of the foregoing (“Accounts Receivable”); (c) all Inventory and all rights, if any, to related cooperative advertising allowances, cash discounts, volume rebates, markdown money, “over and under funds,” fixture money, or other allowances and all other funds paid or payable to Seller relating to Inventory and all related packaging and displays; (d) all rights and benefits under all Contracts (including construction contracts), instruments, licenses, agreements, leases (other than the Real Property Leases), outstanding Purchase Orders, commitments or other understandings or arrangements accepted by Buyer and attributable to the Business or the Purchased Assets, including those Contracts specifically described at Section 3.15(a)(i) of the Disclosure Statement (collectively, the “Assigned Contracts”); (e) all tangible property located at or used in connection with the Acquired Stores, including all machinery, equipment (including all office equipment), trade fixtures, store fixtures, signage, furniture, lighting, lockers, bailers, compactors, racking, POS belts, cash registers and related point of sale machinery, leasehold improvements and real estate fixtures, counters, chairs, racks, gondolas, shelving, displays, shopping carts and baskets, computers, tools, equipment, hand trucks, dollies, supplies, bags, packages, telephones, telephone systems, music systems, machinery, and vehicles, including all tangible personal property described at Section 3.7(a) of the Disclosure Statement (the “Tangible Personal Property”); (f) all right, title and interest (including but excluding not limited to the Security Deposits, any purchase options, outstanding tenant allowances, the right to negotiate with the other party to the contract or arrangement, and the right to possession of the assets or premises subject to such lease or contract, including any lease rights with respect to signage) of Seller under the Real Property Leases; (g) originals, or where not available, copies, of all Excluded Assets:books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and Intellectual Property files relating to the Intellectual Property Assets and the Intellectual Property Licenses (“Books and Records”); (h) to the extent their transfer is permitted by law, all Permits relating to the Purchased Assets or the Acquired Stores, including all applications therefore, all of which are listed on Section 3.22 of the Disclosure Statement; (i) all prepayments and prepaid expenses listed on the Purchased Assets Schedule; (ii) all machineryexpenses, equipmentcredits, toolsadvance payments, 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 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 2.1(b)(ix) 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, guaranteessecurity, refunds, causes of action, rights of recovery, rights of set-off and off, rights of recoupment listed on recoupment, deposits, Taxes collected from third parties to be remitted to Tax authorities, Tax payments or prepayments, Tax refunds, charges, sums, and fees (including late delivery penalties), and including any such item relating to the Purchased Assets Schedule, other than those relating exclusively to Excluded Assets or Excluded Liabilitiespayment of Taxes; (viij) all Proprietary Rightsof Seller's rights under warranties, including, without limitation, those listed on the Proprietary Rights Schedule; (viii) indemnities and 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 similar rights against third parties to the extent related to any Purchased Assets; (xk) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities; (l) all Intellectual Property Assets; (m) all rights to receive mail and other communications addressed any Actions of any nature available 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 being pursued by Seller and Buyer as to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, whether arising by way of the Closing (the "Purchased Receivables")counterclaim or otherwise; and (xiiin) a number of units of each item of individual finished goods inventory set forth on all goodwill and the "Estimated Purchased Inventory Schedule" attached hereto as going concern value 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 (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")Business.

Purchased Assets. (a) On the terms and subject to the conditions contained in of this AgreementAgreement and subject to Sections 2.1(b) and (c), on at the Closing DateClosing, Buyer shall purchase from Seller, and Seller shall sell, transfer, convey, assign, transfer assign and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer Purchaser, and its counselPurchaser shall purchase or acquire from Seller, free and clear of all LiensEncumbrances (other than the Assumed Liabilities), all of Seller's right, title and interest in and to all of the following assets, propertiesproperties , rights, titles rights and interests claims of every kind type and nature ownedand wherever situated, licensed whether real, personal or leased mixed, whether tangible, intangible or contingent, owned by Seller or otherwise used in which Seller has any interest of any type or nature, and which Seller was using and the use of which was primarily related to the operation of the Farallon Business as of the Effective Date (other than the Contracts listed on Schedule 2.3, which shall be assigned or renegotiated in ------------ such a way to provide each of Purchaser and Seller with the rights and benefits under such Contracts necessary to the Farallon Business and Netopia Business, respectively) (collectively, the "Purchased Assets"), but excluding all Excluded Assetsincluding without ---------------- limitation, as listed below: (i) All tangible assets, including without limitation all prepayments FF&E, owned by Seller as of the Effective Date and prepaid expenses listed used by Seller primarily in connection with the Farallon Business, as set forth on the Purchased Assets Schedule;Schedule 2.1(a)(i); ------------------ (ii) all machineryAll Inventory owned by Seller as of the Effective Date and used or to be sold by Seller primarily in connection with the Farallon Business, 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 as set forth on the Purchased Assets Schedule;Schedule 2.1(a)(ii) (such schedule to be finalized -------------------------------------------------- within three days after Closing); -------------------------------- (iii) all rights existing under all purchase orders to purchase or sell goods or productsAll Receivables in favor of Seller as of the Effective Date, including, without limitation, any as set forth on Schedule 2.1(a)(iii) (such purchase order listed on the "Contracts Schedule" and under each other contract listed on the Contracts Schedule and specifically identified as a contract schedule to be assigned to Buyer (collectively, finalized within -------------------- three days after the "Assigned Contracts"Closing);. (iv) all distribution systems All credits, prepaid expenses (except for property, director and networks includingofficer, without limitationworkers compensation, liability and other insurance), deferred charges, advance payments, security deposits and prepaid items (except split dollar life insurance cash surrender values) (the right"Prepaid Items") in ------------- favor of Seller related exclusively to the Farallon Business, from and after as of the Closing Effective 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 2.1(b)(ix) below)) and all rights (but not the obligation) to hire Seller's employees; (v) all lists All Contracts (other than employment agreements and records pertaining Leases) to customer accounts (whether past which Seller was a party or currentto which Seller was subject as of the Effective Date primarily related to the Farallon Business, as set forth on Schedule 2.1(a)(v), 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 All Intellectual Property of action, rights of recovery, rights of set-off and rights of recoupment listed Seller used by Seller primarily in connection with the Farallon Business as specified on the Purchased Assets Schedule, other than those relating exclusively to Excluded Assets or Excluded Liabilities;Schedule 3.17; ------------- (vii) all Proprietary Rights, including, without limitation, those listed on All Books and Records of Seller (other than minute books and stock ledgers) primarily related to the Proprietary Rights ScheduleFarallon Business; (viii) all Government LicensesThe Permits of Seller, including, without limitation, any foreign product registrations and those Government Licenses listed on but only to the attached "Licenses Schedule," but excluding any such Government Licenses which are extent that their transfer is permitted by their terms not transferableapplicable Law; (ix) all insuranceAll guarantees, warranty warranties, indemnities and condemnation proceeds received after the date hereof similar rights in favor of Seller with respect to damage, non-conformance the Farallon Business or any of or loss to the Purchased Assets; (x) all rights to receive mail All in-bound telephone and other communications addressed to Seller;facsimile numbers and post office boxes, used by Seller primarily in connection with the Farallon Business (the "Numbers and Addresses"); and --------------------- (xi) except as provided All other intangible personal property primarily related to the Farallon Business, including without limitation, all rights granted under that certain General Exclusion Order relating to or benefitting the Farallon Business and all goodwill of the Farallon Business. (b) For a period of six months following the Closing Date, Purchaser shall have the opportunity to specifically identify additional tangible Purchased Assets that are primarily related to the Farallon Business. As of six months following the Closing Date, Purchaser shall own all right, title and interest in (i) the tangible Purchased Assets specifically listed in Section 2.1(b)(v2.1(a)(i)-(xii) belowand (ii) the additional tangible Purchased Assets specifically identified pursuant to this Section 2.1(b). Any other tangible assets that are not so listed or identified as Purchased Assets but are primarily related to the Farallon Business and are identified after such six month period shall be deemed Shared Assets hereunder and Purchaser shall have no right, all books, records, ledgers, files, documents, correspondence, lists, studies and reports and title or interest thereto other printed or written materials;than pursuant to Section 2.3. (xiic) For a period of two years following the Closing Date, Purchaser shall have the opportunity to specifically identify additional intangible Purchased Assets, including Intellectual Property, that are primarily related to the Farallon Business. As of two years following the Closing Date, Purchaser shall own all trade accounts receivable right, title and interest in (i) the intangible Purchased Assets, including Intellectual Property, in existence as of the Closing Date date hereof, and any updates, enhancements and bug-fixes thereof, primarily related to the Farallon Business, specifically listed in Section 2.1(a)(i)-(xii) and (ii) the additional intangible Purchased Assets, including Intellectual Property primarily related to the Farallon Business, specifically identified pursuant to this Section 2.1(c). Any other intangible assets, including Intellectual Property, that are not so listed or identified as Purchased Assets but excluding are primarily related to the Farallon Business and are identified after such two year period shall be deemed Shared Assets hereunder and Purchaser shall have no right, title or interest thereto other than pursuant to Section 2.3. (d) Notwithstanding anything to the contrary herein, regarding the determination as to whether any private label accounts receivable)asset, right, property or claim, including any Intellectual Property, is primarily related to the Farallon Business, the parties hereto agree to act in good faith to reach a mutual determination. In the event that no such accounts receivable to determination is reached, the matter shall be set forth on a schedule to be jointly prepared settled by Seller and Buyer as of binding arbitration conducted by the Closing American Arbitration Association (the "Purchased ReceivablesAAA"); 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 (B) not less than one month's supply of each such product (as denoted in the 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 Inventory").. ---

Purchased Assets. On the Closing Date, on the terms and subject to the terms and conditions contained hereof, and in this Agreementconsideration of the Purchase Price to be paid to the Seller by the Buyer and the Assumed Liabilities of the Seller to be assumed by the Buyer, on the Closing Date, Buyer shall will purchase and acquire from the Seller, and the Seller shall will, and will cause its Subsidiaries to, sell, convey, assign, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory the Buyer, all of the Seller’s and the Seller’s Subsidiaries’ right, title and interest in and to Buyer and its counsel, free and clear of all Liens, all of the following assets, properties, rights, titles rights and interests of every kind the Seller and nature ownedits Subsidiaries, licensed whether tangible or leased by Seller intangible, real, personal or otherwise used in the Business mixed, (other than those assets set forth on Schedules 1.1(b)(i) through 1.1(b)(xix)) free and clear of all Liens (collectively, the "“Purchased Assets"), but excluding all Excluded Assets:”): (i) all prepayments of the Inventory of the Seller and prepaid expenses listed its Subsidiaries set forth on Schedule 1.1(a)(i) (the Purchased Assets Schedule“Acquired Inventory”); (ii) all machinery, equipment, tools, dies, jigs, molds, patterns, furniture, spare parts of the Accounts Receivable of the Seller and supplies, computers and all related equipment, telephones and all related equipment and all other tangible personal property listed on its Subsidiaries to the Purchased Assets Schedule; (iii) all rights existing under all purchase orders to purchase extent accruing from services performed or sell goods or products, including, without limitation, any such purchase order listed on delivered in connection with 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, Business from and after the Closing Date, as determined on an accrual basis in accordance with GAAP (the “Acquired Accounts Receivable”); (iii) all of the Tangible Personal Property of the Seller and its Subsidiaries set forth on Schedule 1.1(a)(iii) (the “Acquired Tangible Personal Property”); (iv) subject to contact the terms and do business with any distributorconditions of Section 1.4, broker or sales representative that distributes Seller's products all of the Contracts of the Seller and its Subsidiaries listed on Schedule 1.1(a)(iv), (excluding any rights or obligations under any Distribution Contracts (as defined in Section 2.1(b)(ix) belowcollectively, the “Assigned Contracts”)) and all rights (but not the obligation) to hire Seller's employees; (v) all lists of the Intellectual Property owned by, and all rights in the Intellectual Property licensed by, the Seller or its Subsidiaries listed on Schedule 1.1(a)(v) (the “Assigned Intellectual Property”); (vi) to the extent assignable or transferable under applicable Law, all of the Licenses and Permits of the Seller and its Subsidiaries and applications therefore listed on Schedule 1.1(a)(vi) (the “Assigned Licenses and Permits”); (vii) all Assigned Rights (as provided in Section 9.11); (viii) all (A) lists, records and other information of the Seller and its Subsidiaries pertaining to customer accounts suppliers and customers of the Business, (whether past or current)B) lists, suppliers, distributorsrecords and other information of the Seller and its Subsidiaries pertaining to accounts, personnel and agents and referral sources related to the Business, (C) all other drawings, plats, specifications, reports, studies, plans, books, ledgers, files, documents, correspondence manuals, correspondence, business and accounting records of every kind (including all financial, business records;and marketing plans) and other materials of, or maintained for, the Business, (D) advertising, marketing and promotional materials related to the Business, other than the Excluded Seller Records and (E) all other printed or written materials, in each case owned by the Seller and its Subsidiaries, in each case, in any form or medium, related to the Business (the “Acquired Records”); provided, however, that the Seller and its Subsidiaries may retain copies of all Acquired Records necessary or useful to the Seller and its Subsidiaries in filing any future Tax Returns or in fulfilling its obligations under this Agreement or any Retained Liability, or any other legitimate business purpose; provided, further, that Seller shall, from and after the date hereof, provide Buyer access, with reasonable notice and during normal business hours, to all material books and records of the Viggle Business to the extent such access is reasonably necessary for the operation of the Business. (viix) all claims, deposits, prepayments, warranties, guarantees, refundsclaims (including insurance benefits to the extent such benefits relate to a Purchased Asset or Assumed Liability), causes of action, choses in action, demands, judgments, lawsuits, rights of recovery, rights of recoupment and rights of set-off of the Seller and rights of recoupment listed on the Purchased Assets Schedule, other than 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 its Subsidiaries related to the Purchased Assets, the Assumed Liabilities or the ownership, use, function or value of any Purchased Asset, whether arising by way of counterclaim or otherwise, other than the Excluded Claims; (x) all rights credits, prepaid expenses, deferred charges, advance payments, security deposits, prepaid items and duties of the Seller and its Subsidiaries to receive mail and the extent related to a Purchased Asset, other communications addressed to Sellerthan Excluded Tax Attributes; (xi) except as provided all guaranties, warranties, indemnities and similar rights in Section 2.1(b)(v) below, all books, records, ledgers, files, documents, correspondence, lists, studies favor of Seller and reports and other printed its Subsidiaries to the extent related to any Purchased Asset or written materials;the Business; and (xii) all trade accounts receivable goodwill as a going concern and all other intangible property 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 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 (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")Business.

Purchased Assets. On Except for the terms Excluded Assets, Seller hereby sells, assigns and subject conveys to the conditions contained in this AgreementPurchaser, on the Closing Dateand Purchaser hereby purchases, Buyer shall purchase acquires and accepts from Seller, and substantially all of the assets of Seller shall sell, convey, assign, transfer and deliver (all of which are collectively referred to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counselherein as the “Assets”), free and clear of any and all Liensliens, claims, encumbrances, interests and liabilities (collectively, “Encumbrances”), pursuant to Section 363 of the Bankruptcy Code (such transaction shall be referred to as the “Sale”). The Assets shall include all of the following assets, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller or otherwise assets used in the Business (collectivelyconnection with Seller’s business including, without limitation, the "Purchased Assets"), but excluding all Excluded Assetsfollowing: (i) All of Seller’s right, title and interest in and to tangible personal property, supplies, computers, printers, databases, archives, equipment, machinery, tools, patterns, molds, images, furniture, fixtures, goods, design libraries, marketing materials, samples and other similar assets owned by Seller, and all prepayments assignable warranties of third parties with respect thereto, and prepaid expenses listed on the Purchased Assets Scheduleall motor vehicles, trucks, forklifts and other rolling stock owned by Seller, and all assignable warranties of third parties with respect thereto, including, but not limited to, those which are identified in Schedule A(1); (ii) all machineryAll of Seller’s rights, equipmentinterests in and benefits under the agreements, toolscontracts, diesleases, jigslicenses, moldsinstruments, patternscommitments and understandings, furniturewritten or oral, spare parts designated in Schedule C (which schedule will be delivered by Purchaser at Closing) for assumption by Seller and suppliesassignment to Purchaser pursuant to section 365 of the Bankruptcy Code (as set forth in Schedule C delivered by Purchaser at Closing, computers and all related equipment, telephones and all related equipment and all other tangible personal property listed on the Purchased Assets Schedule“Assumed Contracts”); (iii) All of Seller’s right, title and interest in and to all registered or unregistered trade names, trademarks, service marks, service names, brand names, trade dress rights, designs, logos, product names, and slogans, whether owned, leased or licensed, and including any common law rights, all registrations and applications therefore, all internet domain names (including registrations, licenses and applications pertaining thereto), including, but not limited to, those identified on Schedule A(2) hereto, together with all goodwill associated therewith, worldwide (collectively, the “Trademarks”); (iv) All of Seller’s right, title and interest in and to (i) customer and client lists, vendor lists, catalogues, data relating to vendors, promotion lists and marketing data and other compilations of names and requirements; (ii) telephone numbers, internet addresses, social and linked media account information, web sites, and other purchasing history and related information; and (iii) other material information related to Seller’s business; (v) All of Seller’s right, title and interest in and to general intangibles, designs, processes, drawings, schematics, blueprints, registered and unregistered statutory and common law copyrights and copyright applications, inventions, discoveries (whether or not patentable and whether or not reduced to practice), processes, formulae, know-how, mask works, net lists, trade secrets, patents, patent applications, invention disclosure, and other rights existing under all purchase orders to purchase of invention, worldwide, including, but not limited to, any additions, provisionals, continuations, divisionals, continuations-in-part, continued prosecution applications, reissue of patent applications and patents issuing thereon, and re-examination of patents or sell goods applications thereof or productsany other applications or patents claiming benefit of the filing date of any such application or patent or, registrations, applications for registrations and any term extension or other action by a governmental body which provides rights beyond the original expiration date of any of the foregoing, and other proprietary information, including, but not limited to, the registered copyrights, patents and copyright and patent applications identified on Schedule A(3) hereto (collectively with the Trademarks, the “Intangible Property Rights”); (vi) The inventory, wherever located, which is owned by Seller as of the Closing Date (defined below), including, without limitation, the items set forth in Schedule A(7) and all finished goods, work in process, raw materials, parts, and all other materials and supplies that could be used or consumed in the production of goods, together with all rights of Seller against suppliers of inventory, including without limitation the right of Seller to receive refunds or rebates in connection with its purchase of such inventory, and any such purchase order listed on and all prepaid deposits for inventory (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 ContractsInventory"); (ivvii) All accounts, accounts receivable, notes receivable, chattel paper, documents, all distribution systems causes of action specifically pertaining to the collection of the foregoing, in each case to the extent arising exclusively out of the operation of Seller’s business, and networks all other receivables of any type or nature of Seller including, without limitationbut not limited to, 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 items set forth in Section 2.1(b)(ix) below)Schedule A(4) and all rights accounts receivable arising from bona fide transactions for the sale of inventory or arising out of licenses or earned royalties entered in good faith, involving existing products of Seller (but not “Accounts Receivable”) entered into in the obligation) to hire Seller's employeesordinary course of business, as courts have interpreted such phrase in proceedings under the Bankruptcy Code (“Ordinary Course of Business”); (vviii) all lists and records pertaining to customer accounts (whether past or current), suppliers, distributors, personnel and agents Any and all other books, ledgers, files, documents, correspondence and business records; (vi) all claims, deposits, prepayments, warranties, guarantees, refunds, causes of action, rights claims, suits, proceedings, judgments and demands, of recoveryany nature, rights of set-off and rights of recoupment listed or held by Seller against any third parties related to Seller’s Assets transferred to Purchaser hereunder, including, but not limited to, those lawsuits set forth on the Purchased Assets Schedule, other than those relating exclusively to Excluded Assets or Excluded LiabilitiesSchedule A(5) hereto; (viiix) A right of first refusal with respect to each of Seller’s subsidiaries, such that Purchaser shall have the right to purchase any assets of those subsidiaries before any other person or entity is afforded an opportunity to purchase such assets (“Right of First Refusal”); (x) Subject to the Opt Out Election (defined below), any and all Proprietary Rightsequity and/or other interests in Seller’s investments, subsidiaries, and joint ventures; (xi) The corporate names of Seller and each of Seller’s subsidiaries, as well as any and all corporate names relating to the “DVS” brands; (xii) All goodwill associated with Seller’s business and the Assets, including, without limitation, those listed on all goodwill associated with the Proprietary Rights ScheduleIntangible Property Rights; (viiixiii) all Government LicensesAll rights and interests in and to any governmental and private permits, licenses, certificates of occupancy, franchises and authorizations used in or relating to Seller’s business or the Assets; (xiv) All existing data, data bases, books, records, correspondence, business plans and projections, records of sales and purchases, customer and vendor lists, files, papers, website content, email archives, and, to the extent permitted under applicable law or regulation, historical personnel files of each employee of Seller, including, without limitation, historical payroll, employment applications, corrective action reports, disciplinary reports, notices of transfer, notices of rate changes, other similar documents, and any foreign product registrations summaries of such documents regularly prepared by Seller; and those Government Licenses listed on all manuals and printed instructions of any Seller relating to the attached "Licenses Schedule," but excluding Assets (the “Books and Records”), provided, that Seller may retain copies of Books and Records required for administration of the Bankruptcy Case, its rights and obligations hereunder and for any such Government Licenses which are by their terms not transferableother reasonable purpose, including the preparation of tax returns; (ixxv) All advertising and marketing materials of Seller, including but not limited to any and all insuranceof Seller’s advertising materials and related designs, warranty patterns, drawings, and condemnation proceeds received after the date hereof with respect to damagespecifications, non-conformance of pricing and cost documentation, and historical or loss to the Purchased Assets; (x) all rights to receive mail and other communications addressed to archival marketing materials held by 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 Buyer as of the Closing (the "Purchased Receivables"); and (xiiixvi) a number Seller shall cooperate in good faith with Purchaser to transfer to Purchaser any other assets (that are not Excluded Assets) designated by Purchaser that were used in Seller’s business but were inadvertently or otherwise omitted from the foregoing descriptions of units of each item of individual finished goods inventory set forth Assets or from the related Schedules, including, without limitation, assigning additional contracts that were not identified on the "Estimated Purchased Inventory Schedule" attached hereto as list 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 (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")Assumed Contracts.

Purchased Assets. On the terms and subject Subject to the conditions contained in provisions of this AgreementAgreement and specifically Section 1.2 below, at the Closing (effective as of 12:01 a.m. on the Closing Date), Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer by appropriate instruments reasonably satisfactory to Buyer shall purchase and its counselacquire from Seller, free and clear of all any Liens other than Permitted Liens, all of Seller’s right, title and interest in and to the following assets of Seller, other than the Excluded Assets (collectively, the “Purchased Assets”): (a) the accounts receivable of the Business set forth on Schedule 1.1(a) (“Accounts Receivable”), together with any unpaid financing charges accrued thereon and the benefit of the security relating to such Accounts Receivable and listed on Schedule 1.1(a); (b) the prepaid expenses, security deposits and refunds relating to the Business and listed on Schedule 1.1(b); (c) the furniture, fixed assets, propertiesfixtures, rightsinstruments, titles tenant improvements, equipment, computers, telephones, facsimile machines, machinery, motor vehicles and interests of every kind and nature owned, licensed or leased other tangible personal property used by Seller or otherwise in the conduct of the Business and listed on Schedule 1.1(c); (d) Seller’s inventory of raw materials, work in process, active pharmaceutical ingredient and finished drug products related to the Business and listed on Schedule 1.1(d); [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been requested with respect to this information. (e) all Seller Intellectual Property; (f) all goodwill relating to the Business as a going concern and all telephone and facsimile numbers used in the Business and listed on Schedule 1.1(f); (g) copies of all data, files, books and records (including employment, billing and financial and accounting records), business plans, strategies, marketing and other documents and information maintained by Seller and relating to the Business (whether in print, electronic or other media and including, without limitation, all customer and supplier and prospective customer and supplier lists and files, and referral sources), and the computer software and databases; (h) all of the rights of Seller under the contracts, commitments, leases, licenses and agreements listed on Schedule 1.1(h) (collectively, the "Purchased Assets"“Acquired Agreements”), but excluding all Excluded Assets:; (i) all prepayments Actions of any kind (including, but not limited to, rights to insurance proceeds and prepaid expenses listed on rights under and pursuant to all warranties, representations and guarantees made by customers of Seller or suppliers of products, services, materials or equipment to Seller) pertaining to or arising out of the Purchased Assets ScheduleAssets, subject to Section 1.2(i) below; (iij) all machineryto the extent transferable, 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 the Permits 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 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"1.1(j); (ivk) copies of 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 2.1(b)(ix) below)) and all rights (but not the obligation) to hire Seller's employees; (v) all lists and personnel 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 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; (x) all rights Continuing Employees that Seller is required by law to receive mail and other communications addressed to Seller; (xi) except as provided retain 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 Buyer as of the Closing (the "Purchased Receivables")its possession; and (xiiil) a number copies of units of each item of individual finished goods inventory the books and records set forth on in Section 1.2(c) relating to 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 (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")Business.

Purchased Assets. On Subject to the terms and subject to conditions of this Agreement and in reliance upon the conditions representations, warranties, covenants and agreements of the Company contained in this Agreementherein, on at the Closing DateClosing, Buyer shall purchase from Seller, and Seller the Company shall sell, convey, assigntransfer, transfer assign and deliver to Buyer by appropriate instruments reasonably satisfactory Acquirer, and the Company shall cause Acquirer to Buyer purchase and its counselacquire from the Company, free and clear of all LiensLiens (other than those Liens included in the Assumed Liabilities), all of the Company's right, title and interest in and to all of the following assetsassets which the Company owns or in which the Company has any right, propertiestitle or interest, rights, titles and interests of every kind and nature owned, licensed or leased by Seller or otherwise used in the Business other than those assets specified as Excluded Assets (collectively, the "Purchased Assets"): except for the Company Intellectual Property listed in Sections 1.2(b) and 1.2(e)(A) of the Disclosure Schedule, all Company Intellectual Property owned or used in connection with the conduct of the Business, as follows: all Company Registered Intellectual Property listed in Section 2.9(a) of the Disclosure Schedule (including Company Registered Patents related to the Business set forth in Section 1.1(a)(i) of the Disclosure Schedule; the right to license the Company Registered Patents set forth in Section 1.1(a)(ii) of the Disclosure Schedule in accordance with the terms of the Cross-License; all trade secrets, confidential information, inventions, discoveries, know-how, formulae, practices, processes, procedures, ideas, specifications, engineering data, software, firmware, programs and source disks, source codes, in-house customizations and enhancements made to third party software programs (e.g., database programming, macros and customized reports), designs, masks and mask works, composition services, research records, records of invention, test information, market surveys and marketing know-how and all media carrying any of the aforesaid owned, used, held for use, held in the name of, the Company or its Affiliates necessary to operate the Business, as well as the right to xxx and recover damages for any past, present or future infringements, misappropriations, violations or breaches of the foregoing; and other than with respect to Excluded Liabilities, all claims (including claims for past infringement or misappropriation of Company Intellectual Property) and causes of action of the Company against other Persons (regardless of whether or not such claims and causes of action have been asserted by the Company) arising in connection with the conduct of the Business, and all rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery possessed by the Company (regardless of whether such rights are currently exercisable) which have arisen in connection with the conduct of the Business; other than with respect to Excluded Liabilities, all rights to xxx for or assert claims against and remedies against past, present or future infringements of any or all of the Company Intellectual Property owned or used exclusively in connection with the conduct of the Business and rights of priority and protection of interests therein and to retain any and all amounts therefrom; the following Assets and Properties of the Company owned or used exclusively in connection with the conduct of the Business: all inventories and work-in-progress of the Company owned or exclusively used in the conduct of the Business including, but excluding not limited to, those inventories and works-in-progress set forth in Section 1.1(c)(i) of the Disclosure Schedule; all Excluded Assets: (i) all prepayments and prepaid expenses listed on the Purchased Assets Schedule; (ii) all machineryequipment, equipmentmaterials, prototypes, tools, diessupplies, jigs, molds, patternsvehicles, furniture, spare parts fixtures, improvements and suppliesother tangible assets of the Company owned or used exclusively in connection with the conduct of the Business including, computers but not limited to, the tangible assets set forth in Section 1.1(c)(ii) of the Disclosure Schedule; the domain names of the Company set forth in Section 1.1(c)(iii) of the Disclosure Schedule; subject to Section 1.5 hereof, all licenses and other contracts, including without limitation all intellectual property licensed from third parties that has been incorporated into the Company Products, and/or otherwise necessary or otherwise used to conduct the Business as set forth in Section 1.1(c)(iv) of the Disclosure Schedule; subject to Section 1.5 hereof, all right, title and interest in the Assigned Contracts; and all related equipment, telephones and Governmental or Regulatory Authorizations held by the Company which are used or useful exclusively in connection with the conduct of the Business. all related equipment and all other tangible personal property listed on proceeds received or receivable by the Purchased Assets Schedule; (iii) all rights existing Company or its Affiliates under all purchase orders to purchase or sell goods or products, including, without limitation, any such purchase order listed on the "Contracts Schedule" and under each other contract listed on the Contracts Schedule and specifically identified insurance policies as a contract result of damage to be assigned to Buyer (collectively, or the "Assigned Contracts"); (iv) all distribution systems destruction of any Purchased Asset that occurs during the period between the date hereof 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 (but excluding any rights proceeds due under business interruption insurance) to the extent the Company has not used such proceeds to repair or obligations under any Distribution Contracts (replace such damaged or destroyed Purchased Assets; except as defined set forth in Section 2.1(b)(ix1.1(e) below)) and of the Disclosure Schedule, 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, refundsrights, causes of action, claims and credits, including any such rights, claims, causes of actions and credits arising in bankruptcy or under insurance policies (whether or not such insurance policies are Excluded Assets) and all guarantees, warranties, offsets, indemnities and all other similar rights and claims in favor of recoverythe Company or any of its Affiliates, rights to the extent exclusively relating to any Assumed Liability; except as set forth in Section 1.1(f) of set-off and rights of recoupment listed on the Purchased Assets Disclosure Schedule, other than those relating exclusively to Excluded Assets or Excluded Liabilities; (vii) all Proprietary Rightsinvoice register from January 1, including, without limitation, those listed on 2007 through 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 insuranceClosing Date, warranty and condemnation proceeds received after records from January 1, 2007 through the date hereof with respect to damageClosing Date, non-conformance personnel records of or loss the Transferred Employees (except to the Purchased Assets; extent prohibited by Law), customer master record files (x) all rights e.g. xxxx-to receive mail and other communications addressed ship-to Seller; (xi) except as provided in Section 2.1(b)(v) belowrecords), all books, current inventory records, ledgersproduct specifications, filesdrawings, documentsengineering specifications, correspondencemaintenance records, operating and production records, cost and pricing information, catalogs, quality control records, blueprints, customers' and suppliers' lists, studies billing records, sales and reports promotional literature and other printed manuals (including all electronic files and back-up copies thereof) (in all cases, in any form or written materials; (xiimedium) all trade accounts receivable as that are owned, held for use or used by the Company or its Subsidiaries in connection with or relating to the conduct of the Closing Date (but excluding Business or that relate to any private label accounts receivable), such accounts receivable to be set forth on a schedule to be jointly prepared by Seller and Buyer as of the Closing Purchased Asset or Assumed Liability (the "Purchased ReceivablesAssigned Records"); and (xiii) a number of units of each item of individual finished goods inventory set forth on provided, however, that, subject to Section 5.2 hereof, the "Estimated Purchased Inventory Schedule" attached hereto as Company shall be entitled to retain copies of the Closing Date which is (A) no greater than 110% Assigned Records; any source code repository containing source code used in the conduct of the "Estimated Purchase Units" set forth on Business; and All goodwill incident to the "Estimated Purchased Inventory Schedule" attached hereto and (Bitems listed in Sections 1.1(a) not less than one month's supply of each such product (as denoted in the column labeled "Minimum Purchase Units" in the "Estimated Purchased Inventory Schedule"through 1.1(g), 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 furtherinclusive, that in no event shall Buyer be obligated to purchase in excess of $1.5 million of inventory pursuant to this Agreement (the "Purchased Inventory")above.

Purchased Assets. 1.1.1 On the terms and subject to the conditions contained in this Agreement, on at the Closing Date(as such term is hereinafter defined), Buyer shall purchase from Seller, and Seller shall sell, assign, grant, convey, assign, transfer and deliver to Buyer, and Buyer by appropriate instruments reasonably satisfactory to Buyer shall purchase and its counsel, free and clear of all Liensacquire from Seller, all of the following assets, properties, rights, titles assets and interests properties of Seller of every kind kind, nature and nature owneddescription as are existing as of the Closing Date (as hereinafter defined)(wherever located) free of any Encumbrance (as hereafter defined), licensed or leased except the Excluded Assets (as such term is hereinafter defined). The assets and properties to be sold, granted, conveyed, transferred, assigned and delivered by Seller or otherwise used in to Buyer hereunder are hereinafter referred to collectively as the Business (collectively“Purchased Assets”. Without limiting the generality of the foregoing, the "Purchased Assets")Assets shall include, but excluding all without limitation, the following assets and properties of Seller, (except any of the following which are Excluded Assets:): (i) all prepayments accounts, notes, vendor rebates, agency commissions, credit card and prepaid expenses listed other receivables (including, without limitation, amounts due from Seller’s customers whether recorded as accounts, notes, vendor rebate, agency commission, credit card or other receivables or reductions in accounts payable) and related deposits, security or collateral therefor (including, without limitation, recoverable customer deposits of Seller) reflected on the Audited Financial Statements (as hereinafter defined) (collectively, the “Purchased Assets ScheduleReceivables”); EX10.1 AZZ_ BS Asset Purchase Agreement (Form 8-K Version) (3).DOC (ii) all machinery, equipmentinventories, toolsinventories of parts, dies, jigs, molds, patternscomputers, furniture, spare parts furnishings, fixtures, office supplies and supplies, computers and all related equipment, telephones automobiles, trucks, vehicles, returnable containers, tools and all related equipment parts, raw materials and all other tangible personal property listed on the Purchased Assets Schedulework in process; (iii) all rights existing under all purchase orders to purchase or sell goods or productsdrawings, includingblueprints, without limitationspecifications, any such purchase order listed on the "Contracts Schedule" designs 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")data of Seller; (iv) all distribution systems technology, know-how, designs, devices, processes, methods, inventions, drawings, schematics, specifications, standards, trade secrets and networks includingother proprietary information, 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 2.1(b)(ix) below)) and all rights (but not the obligation) to hire Seller's employeespatents and applications therefor; (v) all lists right, title and records pertaining interest of Seller in and to customer accounts (whether past or current)the names “Xxxxxxxxx and Xxxxx Limited”, suppliers, distributors, personnel and agents “Xxxxxxxxx & Sawle” and all other booksderivations thereof and all trademarks and trade names, ledgerstrademark and trade name registrations, filesservice marks and service xxxx registrations, documentscopyrights and copyright registrations relating specifically to such names, correspondence the applications therefor and the licenses thereto, together with the goodwill and the business recordsappurtenant thereto; (vi) all claimscatalogues, depositsbrochures, prepaymentssales literature, warrantiespromotional material, guarantees, refunds, causes samples and other selling material of action, rights of recovery, rights of set-off and rights of recoupment listed on the Purchased Assets Schedule, other than those relating exclusively to Excluded Assets or Excluded LiabilitiesSeller; (vii) all Proprietary Rightsbooks and records and all files, includingdocuments, without limitationpapers, agreements, books of account and other records pertaining to the Purchased Assets or to Seller’s Business (other than those listed on the Proprietary Rights Schedulerequired by law to be retained by Seller, copies of which will be made available to Buyer); (viii) all Government Licensesright, includingtitle and interest of Seller under all contracts, without limitationagreements, licenses, leases, sales orders, permits, purchase orders and other commitments (whether oral or written) by which any foreign product registrations of the Purchased Assets are bound or affected, or to which Seller is a party or by which it is bound (the “Contracts”), including any employment contract to which any Transferred Employee (as hereinafter defined) is a party (the “Employment Contracts”), and those Government Licenses listed on the attached "Licenses Schedule," but excluding any such Government Licenses which are by their terms not transferablethat Buyer has requested be assigned to it pursuant to Section 1.2 hereof; (ix) The leasehold interest of Seller in and to property known principally as 100 and 000 Xxxxxxxx Xxxxxx, St. Catharines, Ontario (the “Xxxxxxxx Property”) and leased by the Seller in connection with Business and all insuranceright, warranty title and condemnation proceeds received after interest of Seller in and benefits of Seller to and under the date hereof with respect to damage, non-conformance lease of or loss to the Purchased AssetsXxxxxxxx Property; (x) all rights to receive mail lists of past, present and other communications addressed to qualified prospective customers of Seller; (xi) except all goodwill relating to the Purchased Assets or Business 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 materialsa going concern; (xii) all trade accounts receivable as governmental, establishment and product licenses and permits, approvals, license and permit applications and license and permit amendment applications which are permitted to be transferred or assigned pursuant to the terms thereof or applicable law; (xiii) all claims against third parties, whether or not asserted and whether now existing or hereafter arising, related to the Business or the Purchased Assets (including, without limitation, all claims based on any indemnities or warranties in favor of Seller relating to the Business or any 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 Buyer as of the Closing (the "Purchased Receivables"Assets); and (xiiixiv) a number all other assets and rights of units every kind and nature, tangible or intangible, of each item Seller. Without limiting the generality of individual finished goods inventory the foregoing, the Purchased Assets shall, except as set forth on in Section 1.1.2 hereof, include all assets which are held in connection with, or used or held for use in the "Estimated Purchased Inventory Schedule" operations of the Business, including those set forth in a detailed list of plant and equipment as of the Balance Sheet Date (as such term is hereinafter defined) prepared from the accounting records of Seller and attached hereto as Schedule 1.1.1, and all such assets of Seller as may have been acquired by Seller which would be included on a list prepared in like manner from such accounting records as of the Closing Date, except any such assets which may have been disposed of since the Balance Sheet Date which is in the ordinary course of business on a basis consistent with past practice. 1.1.2 Anything herein contained to the contrary notwithstanding, certain other non-operating assets of Seller (A) no greater than 110% including certain artwork located on the premises of the "Estimated Purchase Units" set forth on the "Estimated Purchased Inventory Schedule" attached hereto and (B) not less than one month's supply of each such product (as denoted in the column labeled "Minimum Purchase Units" in the "Estimated Purchased Inventory Schedule"Business), determined at PDK's unit costs for such inventory which are not used in, or relevant to, the Business (which unit costs collectively the “Excluded Assets”) are set forth on specifically excluded from the "Estimated Purchased Inventory Schedule"); provided that the definitive quantities of such inventory Assets and shall be set forth retained by Seller. The Excluded Assets are listed 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 Inventory")Schedule 1.1.2 hereof.

Purchased Assets. On Subject to the terms and subject to the conditions contained in of this Agreement, on the Closing Date, Buyer shall purchase from Sellerbut effective as of the Effective Time, and Seller Sellers shall sell, assign, convey, assign, transfer and deliver to Buyers (or to any one or more Buyer Parties designated by Buyers), and Buyers shall (or shall cause the appropriate instruments reasonably satisfactory to Buyer Party to) purchase, acquire and its counsel, free take assignment and clear delivery of all Liensof Sellers’ right, title and interest in and to all of the following assets, properties, rights, titles properties and interests rights of every kind kind, nature, character and nature owneddescription, licensed whether real, personal or leased by Seller mixed, whether tangible or intangible, whether accrued, contingent or otherwise, in each case (unless another standard is expressly provided in this Agreement) to the extent (i) located at the Purchased Locations, (ii) otherwise dedicated to or used primarily in the FRC Business as conducted at the Purchased Locations in existence on the date hereof, wherever located, or (iii) constituting Inventory located at a Discontinued Location (in each case except to the extent disposed of prior to the Closing Date in compliance with Section 5.1 hereof), and any additions thereto on or before the Closing Date, including without limitation the assets, properties and rights described below, but in each case excluding the Excluded Assets (collectively, the "“Purchased Assets"”): (a) All Owned Real Property; (b) All Leased Real Property and related Leases other than the Leased Real Property and related Leases described in Section 2.2(s); (c) All Tangible Personal Property, including motor vehicles described on the Disclosure Schedule; (d) All Inventory; (e) All Prepaid Items other than those described in Section 2.2(r); (f) All Governmental Authorizations of the Sellers and all pending applications therefor or renewals thereof, in each case to the extent transferable to the relevant Buyers; (g) All data and Records related to the operations of the FRC Business at the Purchased Locations, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to applicable Legal Requirements, copies of all personnel records for Employees hired by either Buyer, provided that (i) such Employees shall have accepted employment with either Buyer within thirty (30) days after the Closing Date and (ii) Buyers shall provide written notice thereof to Sellers within five (5) Business Days after the date of such acceptance; provided, further, that Sellers shall not be required to deliver copies of personnel records for such Employees until the date that is thirty (30) days after receipt by Sellers of the notice contemplated in clause (ii) above; (h) All Contracts related exclusively to the FRC Business as conducted at one or more of the Purchased Locations (including all rights to amounts that first become payable after the Effective Time by any Third Party thereunder), but excluding all Excluded Assets:to the extent that a Contract is required to be listed in the Disclosure Schedule pursuant to Section 3.17, only if so listed, other than any Seller Retained Contracts; (i) all prepayments All of the intangible rights and prepaid expenses listed on the Purchased Assets 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 Disclosure Schedule; and (j) All Sales Agreements for the pending sale of a manufactured home, except for Closed and Funded Sales Agreements. All of the Purchased Assets Schedule; (iii) all rights existing under all purchase orders located in Kentucky or exclusively related to purchase or sell goods or products, including, without limitation, any 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 Purchased Locations in Kentucky (collectively, the "Assigned Contracts"); (iv“Kentucky Assets”) all distribution systems shall be sold, assigned, conveyed, transferred and networks includingdelivered by Sellers to CMH of KY, 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 2.1(b)(ix) 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 remaining Purchased Assets Schedule, other than 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; (x) 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 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 (B) not less than one month's supply of each such product (as denoted in the 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 sold, assigned, conveyed, transferred and delivered by Sellers 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 Inventory")CMH.

Purchased Assets. On Upon the terms and subject to the conditions contained in of this Agreement, on the Closing DateDate (as hereinafter defined), Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counselon a going concern basis, free and clear of all Liensany liens, claims, charges, security interests, mortgages, pledges, easements, conditional sales or other title retention agreements, defects in title, covenants or other restrictions of any kind (“Encumbrances”), all of Seller’s right, title and interest of in, to and under all of the following assets, properties, rights, titles tangible and interests intangible assets of every kind and nature owned, licensed or leased by Seller or otherwise used in the Business (collectivelyexcept for the Excluded Assets as defined in Section 1.2), including, but not limited to, the "Purchased Assets"following: (a) all accounts receivable of the Business; (b) all inventory of the Business (c) the real property and personal property leases listed on Schedule 1.1(c); (d) all prepaid expenses that are usable and consumable in the ordinary course of Business; (e) all prepaid deposits of the Business; (f) all customer and other contracts, including, but excluding not limited to, those listed and described on Schedule 1.1(f) (the “Contracts”); (g) all Excluded Assets:employment agreements listed and described on Schedule 1.1(g); (h) the equipment and other personal property listed on Schedule 1.1(h); (i) all prepayments and prepaid expenses listed on rights of Seller pursuant to any express or implied warranties, representations or guarantees made by suppliers furnishing goods or services to the Purchased Assets ScheduleBusiness; (iij) all machinerygovernmental and other permits, equipmentlicenses, toolsapprovals, diescertificates of inspection, jigsauthorizations relating to the Business; (k) all books, moldsrecords, patternsfiles and documents relating to the Business, furnitureincluding, spare parts but not limited to, the original Contracts, books of account, ledgers, journals, sales and suppliespurchase records, computers credit information, cost and all related equipmentpricing information, telephones business reports, plans and all related equipment projections and all other tangible personal property listed on the Purchased Assets Schedulecorrespondence, data and information, financial or otherwise, in any format and media whatsoever; (iiil) all claims, causes of action and rights existing under of recovery relating to the Business; (m) all purchase orders to purchase phone numbers, facsimile numbers or sell goods or other similar property associated with the Business; (n) all patents, copyrights and trademarks (and all applications for any of the foregoing), if any, and all licenses, processes, products, apparatus, formulas, trade secrets, know-how, discoveries, inventions, (including conceptions of inventions), if any, product drawings, computer programs, and design, manufacturing, engineering and other technical information used or useful in the Business including, without limitationbut not limited to, the name “Frontrunner Network Systems, Inc.” and any related or similar trade names, trademarks, service marks, logos, e-mail addresses, web sites, URLs, domain names or assumed names to the extent they incorporate such purchase order listed name and the intellectual property identified 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 1.1(n) (collectively, the "Assigned Contracts"“Intellectual Property”); (ivo) all distribution systems and networks includinginsurance proceeds (including applicable deductibles, without limitation, co-payments or self insured requirements) arising in connection with damage to the right, from and after assets of the Business being purchased by Buyer occurring prior to the Closing Date, to contact and do business with any distributor, broker the extent not expended for the repair or sales representative that distributes Seller's products (excluding any rights or obligations under any Distribution Contracts (as defined in Section 2.1(b)(ix) 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 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; (x) 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 restoration 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 Buyer as assets of the Closing (the "Purchased Receivables")Business being purchased by Buyer; and (xiiip) a number of units of each item of individual finished goods inventory set forth on all goodwill associated with 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 (B) not less than one month's supply of each such product (as denoted in the 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 Business (the "assets described in this Section 1.1 being collectively the “Purchased Inventory"Assets”).

Purchased Assets. On Subject to the terms and subject to the conditions contained in of this Agreement, on at the Closing Date(hereinafter defined), Buyer shall purchase from Seller, the Sellers agree to and Seller shall will sell, conveytransfer, assign, transfer assign and deliver to Buyer the Purchaser and the Purchaser agrees to and will purchase, all assets of the Sellers of every nature and kind, other than the Excluded Assets (as hereinafter defined), as they exist at the Effective Date, which assets are hereinafter collectively referred to as the "Purchased Assets" and include the following, without limitation: (a) all physical assets such as computer system, software, copiers, fax, phone systems, furniture, fixtures and other fixed assets owned or leased by appropriate instruments reasonably satisfactory the Sellers, as identified on Schedule 1.1 (a) (the "Operating Assets"); (b) all of Sellers' accounts receivable (the "Accounts Receivables" or "Receivables"); (c) all of Sellers' rights in and to Buyer customer account contracts, and its counselall of Sellers' other rights to provide services to the customers of the Sellers, free a complete list of which customer account contracts will be provided at the Time of Closing as Schedule 1.1(c) (the "Customer Accounts"); (d) all of Sellers' right, title and clear interest to their vendor lists as of all Liensthe Effective Date ("Vendor Lists"); (e) to the extent assignable without consent, filing, notice or approval, all of the following assetsSellers' rights to any permits, propertieslicenses, governmental approvals, franchises and franchise rights, titles trade names, corporate names, telephone numbers, rights to employ Sellers' employees and interests other proprietary rights, as identified on Schedule 1.1(d) (the "Proprietary Rights"); (f) all of Sellers' rights to contracts; (g) all operating data, books, files, documents and records of the Seller, including without limitation, customer lists, assignable insurance policies, financial, accounting and credit records, marketing information, correspondence, budgets and other similar documents and records (the "Records"); (h) all other known and unknown, liquidated or unliquidated, contingent or fixed rights, chooses in action or causes of action of every nature and kind which the Sellers have or may have against any third party except those arising out of or related to the Excluded Assets (as hereinafter defined) and nature owned, licensed or leased by Seller or otherwise used in all rights which Sellers may have to any and all other assets of the Business (collectively, the "Purchased Assets"), but excluding all Sellers other than Excluded Assets:; (i) all prepayments and prepaid expenses listed on the Purchased Assets 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 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 title and after interest to Sellers' telephone number for servicing 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 2.1(b)(ix) 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 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; (x) 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 Buyer as of the Closing (the "Purchased Receivables")Customer Accounts; and (xiiij) a number of units of each item of individual finished goods inventory set forth on any and all goodwill related to 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 (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")foregoing.

Purchased Assets. On the terms and subject to the conditions contained set forth in this Agreement, on the Closing Date, Buyer Purchaser shall purchase from each Seller, and each Seller shall sell, convey, assign, transfer and deliver to Buyer by appropriate instruments reasonably satisfactory to Buyer and its counsel, free and clear of all LiensPurchaser on the Closing Date, all of that Seller's right, title and interest in and to the following Business, assets, properties, goodwill, rights, titles and interests of every kind and nature owned, licensed licensed, leased, or leased used by that Seller or otherwise used in the Business as of the Closing Date (collectivelyexcept for the Excluded Assets), whether tangible or intangible, real or personal wherever located and by whomever possessed (the "Purchased Assets"), free and clear of all Liens (other than Permitted Liens), including, but excluding all Excluded Assetsnot limited to, the following: (i) all prepayments and prepaid expenses listed on of the Purchased Assets Schedulerights of that Seller with respect to the Leased Real Property (any individual parcel or portion of the Leased Real Property is referred to in this Agreement as an "Individual Premises"); (ii) all inventory of foods, beverages other products sold at each Individual Premises, all pharmaceutical inventory (including Controlled Substances and compounding supplies), all packaging and other supplies as provided on Exhibit B, and all goods, wares and merchandise located at each Individual Premises on the Closing Date, including warehoused inventory (if any) and the rights to any inventory held under a consignment agreement (if any) (collectively, the "Merchandise"); except that "Merchandise" shall not include Non-Acquired Merchandise; (iii) to the extent permitted by law, all customer prescription files, patient history and prescription records, including all refill status reports and records of insurance coverage, all hard copy prescriptions and all electronic data Seller maintained in any format, with respect to all pharmacy customers at each of the Pharmacies, utilized and/or generated by Seller in the course of operating such Pharmacies ("Pharmacy Records"). Seller shall be entitled to retain copies of all Pharmacy Records. Seller additionally agrees to make the Pharmacy Records and related information available to Purchaser for a period of one year after the Closing Date if Purchaser is unable to reasonably access it through other means; (iv) all of Seller's interest in the following that are owned by or licensed to Seller and used in connection with the Business: (A) the V.G.'s trademark, trade name, service xxxx and trade dress and any internet domain name associated with or used in connection with the Business, including but not limited to, xxx.xxxxxxx.xxx, together with all goodwill associated therewith, and all translations, adaptations, derivations and combinations of the foregoing (and all logos related to the foregoing); (B) VG's copyrights and copyrightable works; (C) all registrations, applications and renewals for any of the foregoing; (D) subject to obtaining required consents, if applicable, Seller trade secrets and other confidential information; (E) subject to obtaining required consents, if applicable, all other Seller intangible properties and rights relating to the Business; (F) Seller's "Wellness Clues" shelf labeling system; and (G) all tangible embodiments of the foregoing; in each case including the items set forth on the attached Proprietary Rights Schedule (unless indicated otherwise therein) (collectively, the "Proprietary Rights"), except that the Proprietary Rights shall not include the Licensed Intellectual Property (Product Inventory Control ("PIC")) that is the subject of the License Agreement; -2- (v) all agreements, contracts, or other binding arrangements of Seller identified on the attached Assumed Contracts Schedule (collectively, the "Assumed Contracts"), including the Leases and the Subleases; (vi) all Leasehold Improvements and all owned machinery, equipment, toolsvehicles, diestrucks, jigs, molds, patternstrailers, furniture, spare parts testing equipment and suppliesoffice equipment, fixtures, trade fixtures, store models and displays, computers and all (and, subject to obtaining required consents, if applicable, related equipmentsoftware), telephones and all related equipment furniture and all other tangible personal property listed located on the Purchased Assets Schedule; (iii) Real Property and all rights existing under all purchase orders to purchase such property customarily located or sell goods or productsbased on the Real Property but temporarily located elsewhere, including, without limitationbut not limited to, any such purchase order listed the assets set forth on the "Contracts Schedule" Asset Schedule attached hereto, and under each other contract listed including any of the foregoing that is the subject of a capital lease, which such assets shall be transferred to Purchaser free and clear of all Liens, including any interest of the applicable lessor, but excluding any assets 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 2.1(b)(ix) 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 Excluded Assets Schedule, other than those relating exclusively to Excluded Assets or Excluded Liabilities; (vii) all Proprietary Rightswarranties, includingclaims, without limitationrefunds, those listed on credits, causes of action, choses in action, rights of recovery and rights of set off of any kind relating to the Proprietary Rights SchedulePurchased Assets, except for tax refunds and refunds pertaining to pre-paid insurance or as otherwise identified as an Excluded Asset under Section 1.1(b); (viii) the right to all Government Licensestelephone and facsimile machine numbers associated with the Business, includingincluding such numbers set forth on Exhibit A attached hereto, without limitation, but not such telephone or facsimile machine numbers owned by 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 transferablesubtenants; (ix) all insurancelists, warranty records and condemnation proceeds received after the date hereof with respect other information pertaining to damageaccounts and referral sources; all lists, non-conformance of or records and other information pertaining to suppliers and customers; all Individual Premises accounting records (including without limitation item sales histories); profit and loss records for each Individual Premises; all stock ledger and other inventory valuation reports and records for each Individual Premises; all drawings, reports, studies and plans (including all financial, business, sales and marketing plans and information); to the extent legally transferable, subject to obtaining consent of the personnel whose files and records would be transferred, all personnel files and records (except for such files and records pertaining to individuals who are not employed by Purchaser following the Closing); all environmental reports; and all architectural / engineering and similar plans, drawings and reports in each case whether evidenced in writing, electronic data, computer software or otherwise; provided that, in the event the assets described in this clause (ix) are not held in a form which relates solely to the Business, such assets will not be Purchased AssetsAssets hereunder but Seller agrees to provide Purchaser with access to and copies of the foregoing assets upon reasonable notice from Purchaser; (x) all Seller advertising, marketing and promotional rights to receive mail and studies, surveys and other communications addressed to Seller;materials; -3- (xi) except as provided in Section 2.1(b)(v) belowto the extent transferable, all bookspermits, recordslicenses, ledgerscertifications, filesauthorizations, documentsapprovals and similar rights from all permitting, correspondencelicensing, listsaccrediting and certifying agencies relating to the Business (including all of the foregoing listed or described on the attached Permits Schedule and including, studies without limitation, all licenses, certifications, authorizations, approvals and reports similar rights relating to the Business, whether held in escrow or in a similar manner), and other printed or written materialsthe rights to all data and records held by such agencies; (xii) all trade accounts receivable as rights to security deposits previously paid by Seller arising under or in connection with the Assumed Contracts and cash in the amount of the Closing Date unapplied balance of security deposits previously paid to Seller under or in connection with the Assumed Contracts (but excluding any private label accounts receivable), such accounts receivable to be set forth on a schedule to be jointly prepared by Seller and Buyer as of the Closing (the "Purchased ReceivablesSecurity Deposits Owed"); 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 all Seller goodwill and (B) not less than one month's supply of each such product (as denoted in the 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 Inventory")other intangible property.