Common use of The Assets Clause in Contracts

The Assets. The Assets shall include the following, to the extent applicable: 1.2.1 The contracts set forth on Exhibit B (“Assumed Contracts”) which shall include but not be limited to all private cable system bulk service and right of entry or access agreements relating to the provision of cable and/or Internet services to the Properties and all franchise agreements relating to the Properties (“Access Agreements”), programming agreements, tangible personal property owned by the Seller and located on the Properties, including without limitation, all head end equipment, distribution equipment, wiring, conduit, customer premise equipment, spare parts and inventory owned by the Seller and located on the Properties, equipment at the Properties relating to distribution, trunk and distribution pedestals, grounding and pole hardware, cable systems plant, machinery, installed subscribers’ devices, including, without limitation, drop lines, converters and encoders, transformers and fittings, transmission, drop distribution systems and equipment, internal wiring to the extent not owned by the owners of the Properties (“Owners”), and other tangible personal property owned by the Seller, associated with the operation of the System and located on the Properties; the buildings, structures, improvements and fixtures necessary for the operation of the System, owned by the Seller and located on the Properties; all microwave related assets, if any, located on the Properties or used exclusively to provide service to the Properties, any interdiction control units located on the Properties or used exclusively to provide service to the Properties, certain field technical equipment including, but not limited to spectrum analyzers, and related assets; all permits, licenses, certificates, concessions, approvals, consents, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations, ratings, registrations, qualifications and authorizations issued, granted, given or otherwise made available by or under the authority of any governmental body or pursuant to any legal requirement or right under any contract with any governmental body related to the Assets or the System and used or owned by the Seller; all refundable deposits and advance payments from subscribers with respect to the System; all rights, claims and causes of action against third parties with respect to the System or the Assets, including, without limitation, any rights, claims and causes of action arising under warranties from vendors and other third parties and all rights of indemnity, rights of contribution, and other rights of recovery possessed by the Seller (regardless of whether such rights are currently exercisable but excluding the right to recover accounts receivable for periods prior to the Closing Date); and all subscriber lists and agreements for the System. 1.2.2 Copies of all books and records of the Seller in the Seller’s possession to the extent relating to the Assets or to the extent necessary to operate the System as operated prior to the date of Closing and conduct the business as conducted prior to the date of Closing, including without limitation engineering records, maps, rebuild/upgrade designs, files, data, drawings, blueprints, schematics, reports, lists, plans, processes, and all files of correspondence, records, and reports concerning subscribers and prospective subscribers of the System. With respect to Assumed Contracts, the Assets include original executed contracts to the extent in the Seller’s possession, or copies thereof which are complete and accurate in all material respects. The Access Agreements and other contracts comprising the Assets shall be complete and in their entirety in all material respects and, except for Assignment Consents (as defined herein) obtained before the Closing Date, have not been modified since copies were delivered to Buyer.

The Assets. The Assets shall include the following, Subject to the extent applicable:terms and conditions of this Agreement, on and as of the Closing Date (as such term is hereinafter defined), the Sellers shall sell, transfer and deliver to the Buyer, and the Buyer shall purchase and receive from the Sellers, all of the following assets, properties, improvements and business of the Sellers as same are constituted on the Closing Date (collectively, the "Assets"): 1.2.1 The contracts set forth on Exhibit B (“Assumed Contracts”a) which shall include All laminating and other machinery, equipment, tools, aluminum profile and other dies, workbench set-ups and jigs, and vehicles (including trucks and trailers) owned or leased by the Sellers, including but not be limited to those items listed on SCHEDULE 1.1 annexed hereto (collectively, the "Fixed Assets"); (b) All furniture and fixtures of the Sellers; (c) All inventory and supplies of the Sellers (collectively, the "Inventory"); (d) All customer deposits held by the Sellers, and all private cable system bulk accounts receivable, notes receivable, contract rights and other rights of the Sellers to receive payment for products sold and/or services rendered; (e) To the extent permitted by law and any subject warranty agreement, all manufacturers' warranties and/or vendors' warranties in effect with respect to any of the Fixed Assets and/or the Inventory; (f) All patents, trademarks, tradenames, service marks, copyrights and right of entry or access other intellectual property, and all pending applications and registrations therefor, and all goodwill related thereto, in which the Sellers have any rights (collectively, the "Intellectual Property"); (g) All rights under executory contracts and agreements (i) between the Sellers and their customers relating to the provision of cable ongoing and/or Internet future products to be sold or services to be rendered to such customers and (ii) between the Properties Sellers and their vendors relating to ongoing and/or future purchases of raw materials and other supplies, in either case to be assumed by the Buyer pursuant to Section 2.1(b); (h) Any and all franchise agreements deposits relating to any of the Properties Assets and any and all prepaid expenses and other prepayments (“Access Agreements”), programming agreements, tangible personal property owned by the Seller and located on the Properties, including without limitation, all head end equipment, distribution equipment, wiring, conduit, customer premise equipment, spare parts and inventory owned by the Seller and located on the Properties, equipment at the Properties relating to distribution, trunk and distribution pedestals, grounding and pole hardware, cable systems plant, machinery, installed subscribers’ devices, including, without limitation, drop lines, converters security deposits under leases and encoders, transformers and fittings, transmission, drop distribution systems and equipment, internal wiring to the extent not owned by the owners prepayments in respect of the Properties Assumed Liabilities described in Section 2.1 below) relating to any of the Assets; (“Owners”)i) All customer lists, supplier lists, operating manuals, artwork, silkscreens, trade secrets, technical information, and other tangible personal property owned by such knowledge and information constituting the Seller, associated with the operation "know-how" of the System Sellers, the name "Peninsular Slate," and located on the Properties; the buildings, structures, improvements and fixtures necessary for the operation goodwill of the SystemSellers; and (j) All books, owned by the Seller records, software, databases, printouts, drawings, data, files, notes, notebooks, correspondence and located on the Properties; all microwave related assets, if any, located on the Properties or used exclusively to provide service to the Properties, any interdiction control units located on the Properties or used exclusively to provide service to the Properties, certain field technical equipment including, but not limited to spectrum analyzers, and related assets; all permits, licenses, certificates, concessions, approvals, consents, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations, ratings, registrations, qualifications and authorizations issued, granted, given or otherwise made available by or under the authority of any governmental body or pursuant to any legal requirement or right under any contract with any governmental body related to the Assets or the System and used or owned by the Seller; all refundable deposits and advance payments from subscribers with respect to the System; all rights, claims and causes of action against third parties with respect to the System or the Assets, including, without limitation, any rights, claims and causes of action arising under warranties from vendors and other third parties and all rights of indemnity, rights of contribution, and other rights of recovery possessed by the Seller (regardless of whether such rights are currently exercisable but excluding the right to recover accounts receivable for periods prior to the Closing Date); and all subscriber lists and agreements for the System. 1.2.2 Copies of all books and records of the Seller in the Seller’s possession to the extent memoranda relating to the Assets or to the extent necessary to operate the System as operated prior to the date of Closing and conduct the business as conducted prior to the date of Closing, including without limitation engineering records, maps, rebuild/upgrade designs, files, data, drawings, blueprints, schematics, reports, lists, plans, processes, and all files of correspondence, records, and reports concerning subscribers and prospective subscribers of the System. With respect to Assumed Contracts, the Assets include original executed contracts to the extent in the Seller’s possession, or copies thereof which are complete and accurate in all material respects. The Access Agreements and other contracts comprising the Assets shall be complete and in their entirety in all material respects and, except for Assignment Consents (as defined herein) obtained before the Closing Date, have not been modified since copies were delivered to Buyerforegoing Assets.

The Assets. At the Closing (as hereinafter defined) the Seller will sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser will purchase, acquire and accept from the Seller, all of the Seller's right, title and interest in and to the assets of the Seller relating to the Business, excluding only those assets delineated in Section 1.3 hereof (all of such assets, property and business to be acquired by the Purchaser are hereinafter collectively referred to as the "Acquired Assets"), upon the terms and subject to the conditions hereinafter set forth. The Acquired Assets shall include include, without limitation, the following: (a) all notes, trade and other accounts receivable, royalties, deferred charges, advance payments, prepaid items and rights of offset and credits (other than income tax credits) relating to the extent applicable:Business (the "Accounts"); 1.2.1 The contracts set forth (b) all property, plant and equipment listed on Exhibit B (“Assumed Contracts”) which shall include Schedule 1.1(b), including but not be limited to all private cable system bulk service fee simple, possessory and right leasehold interests of entry or access agreements relating to the provision of cable and/or Internet services to the Properties Seller in any and all franchise land, leaseholds, easements, rights of way, licenses, railroad and other use agreements relating to the Properties (“Access Agreements”), programming agreements, tangible personal property owned by the Seller and located on the Properties, including without limitation, all head end equipment, distribution equipment, wiring, conduit, customer premise equipment, spare parts and inventory owned by the Seller and located on the Properties, equipment at the Properties relating to distribution, trunk and distribution pedestals, grounding and pole hardware, cable systems plant, machinery, installed subscribers’ devices, including, without limitation, drop linesrights arising under all options to purchase, converters or lease, rights of first refusal and encodersthe like), transformers certain office computer and fittings, transmission, drop distribution systems and telephone equipment, internal wiring to machinery, equipment, tools, motor vehicles, transportation and packing and delivery equipment and supplies, furniture and fixtures (the extent not owned by the owners of the Properties "Equipment and Supplies"); (“Owners”)c) all computers, peripherals, components and other tangible personal property owned by accessories constituting the Seller, 's inventory associated with the operation of Business, (the System "Inventory"); (d) all contracts and located on the Properties; the buildingscontract rights, structures, improvements and fixtures necessary for the operation of the System, owned by the Seller and located on the Properties; all microwave related assets, if any, located on the Properties or used exclusively to provide service to the Properties, any interdiction control units located on the Properties or used exclusively to provide service to the Properties, certain field technical equipment including, including but not limited to spectrum analyzers, and related assets; all permits, licenses, certificates, concessions, approvals, consents, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations, ratings, registrations, qualifications and authorizations issued, granted, given or otherwise made available by or under the authority of any governmental body or pursuant to any legal requirement or right under any contract with any governmental body related to the Assets or the System and used or owned by the Seller; all refundable deposits and advance payments from subscribers with respect to the System; all rights, claims and causes of action against third parties with respect to the System or the Assets, including, without limitation, any rights, claims and causes of action arising under warranties from vendors and other third parties and all rights of indemnity, rights of contribution, contractual and other rights of recovery possessed by and licenses under outstanding purchase orders, supply agreements, sales orders, agreements pursuant to which the Seller is to be indemnified, permits, leases, joint venture agreements, restrictive covenant agreements running in favor of the Seller, representative agreements, dealer agreements, export agent agreements, consulting agreements, confidentiality agreements, development agreements, assignment agreements and all other contracts (regardless of whether such rights are currently exercisable the "Contracts"), all as more particularly described on Schedule 1.1(d) hereof; (e) all customer lists, supplier lists, engineering data, customer records, patents, trade names (including but excluding the right to recover accounts receivable for periods prior not limited to the Closing Datename "Datatrend"), trademarks, all other intellectual property rights and intangible assets associated with the Business ("Intangible Assets"); and (f) all cash on hand and in all subscriber lists checking, savings, investment and agreements for the System. 1.2.2 Copies of all books and records other similar accounts of the Seller in the Seller’s possession to the extent relating to the Assets or to the extent necessary to operate the System as operated prior to the date of Closing and conduct the business as conducted prior to the date of Closing, including without limitation engineering records, maps, rebuild/upgrade designs, files, data, drawings, blueprints, schematics, reports, lists, plans, processes, and all files of correspondence, records, and reports concerning subscribers and prospective subscribers of the System. With respect to Assumed Contracts, the Assets include original executed contracts to the extent in the Seller’s possession, or copies thereof which are complete and accurate in all material respects. The Access Agreements and other contracts comprising the Assets shall be complete and in their entirety in all material respects and, except for Assignment Consents (as defined herein) obtained before the Closing Date, have not been modified since copies were delivered to Buyer.

The Assets. The Assets to be sold and purchased hereunder, include, but shall include the following, to the extent applicable: 1.2.1 The contracts set forth on Exhibit B (“Assumed Contracts”) which shall include but not be limited to to: (i) all private cable system bulk service and right cash balances of entry or access agreements relating to SiTech; (ii) all of the provision accounts receivable of cable and/or Internet services to the Properties and SiTech; (iii) all franchise agreements relating to the Properties (“Access Agreements”), programming agreements, tangible personal property owned by the Seller and located on the Propertiesinventories of SiTech, including without limitationlimitation all raw materials, work in progress, finished goods (including inventories of finished products held for packaging and/or shipping and all head end types of inventories which are in transit or being held by third parties) and all production, shipping and packaging supplies; (iv) all prepaid expenses, including deposits and credits of SiTech; (v) all fixed assets of SiTech, including all machinery, equipment, distribution equipmenttools, wiringhandling equipment and accessories and supplies; (vi) all office furniture and furnishings, conduitequipment and supplies of SiTech; (vii) all of SiTech's right, customer premise equipmenttitle and interest as tenant in and to leases and interests in real property (the "Real Property"), spare parts together with all of SiTech's right, title and inventory owned by the Seller interest in and to all easements, rights and appurtenances thereto; (viii) all of SiTech's right, title and interest in and to all plants, buildings, structures, erections, improvements and fixtures located on or forming part of the PropertiesReal Property; (ix) all of SiTech's right, equipment at title and interest in, to and under all domestic and foreign patents, patent applications, patent licenses, assignable software licenses, assignable know-how licenses and technology transfer agreements, trade names, trademarks, brand names, logos, copyrights, unpatented inventions, discoveries, conceptions, reductions to practice, service marks, trademark and service ▇▇▇▇ registrations and applications, including without limitation that certain License and Technology Transfer Agreement (the Properties relating "License and Technology Transfer Agreement") between SiTech and NuSil Technology ("NuSil"); (x) all of SiTech's right, title and interest in and to distributiontrade secrets, trunk and distribution pedestals, grounding and pole hardware, cable systems plant, machinery, installed subscribers’ devices, know-how (including, without limitation, drop linesproprietary know-how and use and application know-how) manufacturing, converters and encoders, transformers and fittings, transmission, drop distribution systems and equipment, internal wiring to the extent not owned by the owners of the Properties (“Owners”), engineering and other tangible personal property owned by the Sellerdrawings, associated with the operation of the System technology, technical information, engineering data, design and located on the Properties; the buildingsengineering specifications, structuresformulae, improvements processes, blueprints, sketches, schematics, flow sheets, flow diagrams, magnetic media such as audio tapes, computer disks, micromedia such as microfilm and fixtures necessary for the operation of the Systemmicrofiche, owned by the Seller promotional literature and located on the Properties; all microwave related assets, if any, located on the Properties or used exclusively to provide service to the Properties, any interdiction control units located on the Properties or used exclusively to provide service to the Properties, certain field technical equipment including, but not limited to spectrum analyzers, and related assets; all permits, licenses, certificates, concessions, approvals, consents, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations, ratings, registrations, qualifications and authorizations issued, granted, given or otherwise made available by or under the authority of any governmental body or pursuant to any legal requirement or right under any contract with any governmental body related to the Assets or the System and used or owned by the Seller; all refundable deposits and advance payments from subscribers with respect to the System; all rights, claims and causes of action against third parties with respect to the System or the Assets, including, without limitation, any rights, claims and causes of action arising under warranties from vendors and other third parties and all rights of indemnity, rights of contribution, and other rights of recovery possessed by the Seller (regardless of whether such rights are currently exercisable but excluding the right to recover accounts receivable for periods prior to the Closing Date); and all subscriber lists and agreements for the System. 1.2.2 Copies of all books and records of the Seller in the Seller’s possession to the extent relating to the Assets or to the extent necessary to operate the System as operated prior to the date of Closing and conduct the business as conducted prior to the date of Closingsimilar data, including without limitation engineering records, maps, rebuild/upgrade designs, files, data, drawings, blueprints, schematics, reports, lists, plans, processes, and all files of correspondence, records, and reports concerning subscribers and prospective subscribers of the System. With respect to Assumed Contracts, the Assets include original executed contracts to the extent in the Seller’s possession, or copies thereof which are complete and accurate in all material respects. The Access Agreements and other contracts comprising the Assets shall be complete and in their entirety in all material respects and, except for Assignment Consents Master Device Files (as defined hereinin the Supply Agreement) obtained before the Closing Date, have not been modified since copies were delivered (all rights referred to Buyer.in 1 .2(ix) and 1.2

The Assets. The Assets to be sold and purchased hereunder, include, but shall include the following, to the extent applicable: 1.2.1 The contracts set forth on Exhibit B (“Assumed Contracts”) which shall include but not be limited to: (i) There will be no cash balance of CARMEL ; (ii) All receivables and debt due at the time of Closing belong to current shareholders. (iii) all private cable system bulk service and right inventories of entry or access agreements relating to the provision CARMEL, including without limitation all raw materials, work in progress, finished goods (including inventories of cable finished products held for packaging and/or Internet services to the Properties shipping and all franchise agreements relating types of inventories which are in transit or being held by third parties) and all production, shipping and packaging supplies; (iv) all prepaid expenses, including deposits and credits of CARMEL belong to CARMEL; (v) all fixed assets of CARMEL including all machinery, equipment, tools, handling equipment and accessories and supplies; (vi) all office furniture and furnishings, equipment and supplies of CARMEL; (vii) all of CARMEL’s right, title and interest as tenant in and to leases and interests in real property (the Properties (“Access AgreementsReal Property”), programming together with all of CARMEL ’s right, title and interest in and to all easements, rights and appurtenances thereto; (viii) all of CARMEL’S right, title and interest in and to all plants, buildings, structures, erections, improvements and fixtures located on or forming part of the Real Property; (ix) all of CARMEL’S right, title and interest in, to and under all domestic and foreign patents, patent applications, patent licenses, assignable software licenses, assignable know-how licenses and technology transfer agreements, tangible personal property owned by the Seller trade names, trademarks, brand names, logos, copyrights, unpatented inventions, discoveries, conceptions, reductions to practice, service marks, trademark and located on the Propertiesservice ▇▇▇▇ registrations and applications; For expired IP, including without limitation, all head end equipment, distribution equipment, wiring, conduit, customer premise equipment, spare parts and inventory owned by the Seller and located on the Properties, equipment NUTRIBAND will re file Patent applications at the Properties relating closing of this deal. (x) all of CARMEL’s right, title and interest in and to distributiontrade secrets, trunk and distribution pedestals, grounding and pole hardware, cable systems plant, machinery, installed subscribers’ devices, know-how (including, without limitation, drop linesproprietary know-how and use and application know-how) manufacturing, converters engineering and encodersother drawings, transformers technology, technical information, engineering data, design and fittingsengineering specifications, transmissionformulae, drop distribution processes, blueprints, sketches, schematics, flow sheets, flow diagrams, magnetic media such as audio tapes, computer disks, micromedia such as microfilm and microfiche, promotional literature and similar data (all rights referred to in 1 .2(ix) and 1.2(x) together referred to as the “Intellectual Property”); (xi) all of the Business’s existing books, general, financial, tax and personnel records, correspondence and other documents, records and files, and all data systems and equipmentcustomer information to enable NUTRIBAND to continue the design, internal wiring to the extent not owned by the owners manufacture and sale of the Properties Business’s products and services; (“Owners”)xii) the full benefit of all leases of, and other tangible personal property owned by conditional sales contracts and title retention agreements relating to, machinery and equipment of which CARMEL is lessee; (xiii) the Sellerfull benefit of all contracts or commitments to which CARMEL is entitled, associated with including without limiting the operation generality of the System foregoing, (A) all unfilled orders received by CARMEL; and (B) all forward commitments to CARMEL for fixed assets, subleases, services, inventory, supplies or materials entered into in the usual and located on the Properties; the buildings, structures, improvements and fixtures necessary for the operation ordinary course of the SystemBusiness, owned by whether or not there are any written contracts with respect thereto; (xiv) the Seller and located on the Properties; full benefit of all microwave related assets, if any, located on the Properties or used exclusively to provide service to the Properties, any interdiction control units located on the Properties or used exclusively to provide service to the Properties, certain field technical equipment including, but not limited to spectrum analyzerslicenses, and related assetsall registrations and permits of CARMEL to environment, health and safety matters, and all other assignable registrations and permits; (xv) the goodwill of CARMEL; (xvi) all computer aided design and other product development equipment of CARMEL ; and (xvii) all permitsclaims, licenses, certificates, concessions, approvals, consents, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations, ratings, registrations, qualifications and authorizations issued, granted, given or otherwise made available by or under the authority of any governmental body or pursuant to any legal requirement or right under any contract with any governmental body related to the Assets or the System and used or owned by the Seller; all refundable deposits and advance payments from subscribers with respect to the System; all rights, claims and causes of action against third parties with respect to the System or the Assets, including, without limitation, any rights, claims and causes of action arising under warranties from vendors and other third parties and all rights of indemnityaction, rights of contributionrecovery, refunds and other rights of recovery possessed by the Seller (regardless set-off of whether such rights are currently exercisable any kind of CARMEL, except insofar as necessary to offset a claim against CARMEL but excluding the right to for which CARMEL does not recover accounts receivable for periods prior to the Closing Date); and all subscriber lists and agreements for the Systemmoney. 1.2.2 Copies (xviii) all insurance proceeds and the full benefit of all books and records insurance policies of the Seller in the Seller’s possession to the extent relating to the Assets or to the extent necessary to operate the System as operated prior to the date of Closing and conduct the business as conducted prior to the date of ClosingCARMEL, including without limitation engineering records, maps, rebuild/upgrade designs, files, data, drawings, blueprints, schematics, reports, lists, plans, processes, and all files of correspondence, records, and reports concerning subscribers and prospective subscribers of the System. With respect those described in Section 3.12 hereof. (ii) assets related to Assumed Contracts, the Assets include original executed contracts to the extent in the Seller’s possession, or copies thereof employee benefit plans which are complete and accurate in all material respects. The Access Agreements and other contracts comprising the Assets shall be complete and in their entirety in all material respects and, except for Assignment Consents (as defined herein) obtained before the Closing Date, have not been modified since copies were delivered to Buyerassumed by CARMEL.

The Assets. The Assets to be sold and purchased hereunder, include, but shall include the following, to the extent applicable: 1.2.1 The contracts set forth on Exhibit B (“Assumed Contracts”) which shall include but not be limited to: (i) There will be no cash balance of 4P Therapeutics; (ii) All receivables due at the time of Closing belong to SD. (iii) all private cable system bulk service and right inventories of entry or access agreements relating to the provision 4P Therapeutics, including without limitation all raw materials, work in progress, finished goods (including inventories of cable finished products held for packaging and/or Internet services to the Properties shipping and all franchise agreements relating types of inventories which are in transit or being held by third parties) and all production, shipping and packaging supplies; (iv) all prepaid expenses, including deposits and credits of 4P Therapeutics belong to SD; (v) all fixed assets of 4P Therapeutics, including all machinery, equipment, tools, handling equipment and accessories and supplies; (vi) all office furniture and furnishings, equipment and supplies of 4P Therapeutics; (vii) all of 4P Therapeutics’ right, title and interest as tenant in and to leases and interests in real property (the Properties (“Access AgreementsReal Property”), programming together with all of 4P Therapeutics’s right, title and interest in and to all easements, rights and appurtenances thereto; (viii) all of 4P Therapeutics’ right, title and interest in and to all plants, buildings, structures, erections, improvements and fixtures located on or forming part of the Real Property; (ix) all of 4P Therapeutics’ right, title and interest in, to and under all domestic and foreign patents, patent applications, patent licenses, assignable software licenses, assignable know-how licenses and technology transfer agreements, tangible personal property owned by the Seller trade names, trademarks, brand names, logos, copyrights, unpatented inventions, discoveries, conceptions, reductions to practice, service marks, trademark and located on the Propertiesservice ▇▇▇▇ registrations and applications; (x) all of 4P Therapeutics’ right, including without limitationtitle and interest in and to trade secrets, all head end equipment, distribution equipment, wiring, conduit, customer premise equipment, spare parts and inventory owned by the Seller and located on the Properties, equipment at the Properties relating to distribution, trunk and distribution pedestals, grounding and pole hardware, cable systems plant, machinery, installed subscribers’ devices, know-how (including, without limitation, drop linesproprietary know-how and use and application know-how) manufacturing, converters engineering and encodersother drawings, transformers technology, technical information, engineering data, design and fittingsengineering specifications, transmissionformulae, drop distribution processes, blueprints, sketches, schematics, flow sheets, flow diagrams, magnetic media such as audio tapes, computer disks, micromedia such as microfilm and microfiche, promotional literature and similar data (all rights referred to in 1.2(ix) and 1.2(x) together referred to as the “Intellectual Property”); (xi) all of the Business’s existing books, general, financial, tax and personnel records, correspondence and other documents, records and files, and all data systems and equipmentcustomer information to enable Nutriband to continue the design, internal wiring to the extent not owned by the owners manufacture and sale of the Properties Business’s products and services; (“Owners”)xii) the full benefit of all leases of, and other tangible personal property owned by conditional sales contracts and title retention agreements relating to, machinery and equipment of which 4P Therapeutics is lessee; (xiii) the Sellerfull benefit of all contracts or commitments to which 4P Therapeutics is entitled, associated with including without limiting the operation generality of the System foregoing, (A) all unfilled orders received by 4P Therapeutics; and (B) all forward commitments to 4P Therapeutics for fixed assets, subleases, services, inventory, supplies or materials entered into in the usual and located on the Properties; the buildings, structures, improvements and fixtures necessary for the operation ordinary course of the SystemBusiness, owned by whether or not there are any written contracts with respect thereto; (xiv) the Seller and located on the Properties; full benefit of all microwave related assets, if any, located on the Properties or used exclusively to provide service to the Properties, any interdiction control units located on the Properties or used exclusively to provide service to the Properties, certain field technical equipment including, but not limited to spectrum analyzerslicenses, and related assetsall registrations and permits of 4P Therapeutics pertaining to environment, health and safety matters, and all other assignable registrations and permits; (xv) the goodwill of 4P Therapeutics; (xvi) all computer aided design and other product development equipment of 4P Therapeutics; and (xvii) all permitsclaims, licenses, certificates, concessions, approvals, consents, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations, ratings, registrations, qualifications and authorizations issued, granted, given or otherwise made available by or under the authority of any governmental body or pursuant to any legal requirement or right under any contract with any governmental body related to the Assets or the System and used or owned by the Seller; all refundable deposits and advance payments from subscribers with respect to the System; all rights, claims and causes of action against third parties with respect to the System or the Assets, including, without limitation, any rights, claims and causes of action arising under warranties from vendors and other third parties and all rights of indemnityaction, rights of contributionrecovery, refunds and other rights of recovery possessed by the Seller (regardless set-off of whether such rights are currently exercisable any kind of 4P Therapeutics, except insofar as necessary to offset a claim against 4P Therapeutics but excluding the right to for which 4P Therapeutics does not recover accounts receivable for periods prior to the Closing Date); and all subscriber lists and agreements for the Systemmoney. 1.2.2 Copies (xviii) all insurance proceeds and the full benefit of all books and records insurance policies of the Seller in the Seller’s possession to the extent relating to the Assets or to the extent necessary to operate the System as operated prior to the date of Closing and conduct the business as conducted prior to the date of Closing4P Therapeutics, including without limitation engineering records, maps, rebuild/upgrade designs, files, data, drawings, blueprints, schematics, reports, lists, plans, processes, and all files of correspondence, records, and reports concerning subscribers and prospective subscribers of the System. With respect those described in Section 3.12 hereof. (ii) assets related to Assumed Contracts, the Assets include original executed contracts to the extent in the Seller’s possession, or copies thereof employee benefit plans which are complete and accurate in all material respects. The Access Agreements and other contracts comprising the Assets shall be complete and in their entirety in all material respects and, except for Assignment Consents (as defined herein) obtained before the Closing Date, have not been modified since copies were delivered to Buyerassumed by Nutriband.

The Assets. The Assets shall include the following, to the extent applicable: 1.2.1 The contracts set forth on Exhibit EXHIBIT B (“Assumed Contracts”) which shall include but not be limited to all private cable system bulk service and right of entry or access agreements relating to the provision of cable and/or Internet services to the Properties and all franchise agreements relating to the Properties (“Access Agreements”), programming agreements, tangible personal property owned by the Seller and located on the Properties, including without limitation, all head end equipment, distribution equipment, wiring, conduit, customer premise equipment, spare parts and inventory owned by the Seller and located on the Properties, equipment at the Properties relating to distribution, trunk and distribution pedestals, grounding and pole hardware, cable systems plant, machinery, installed subscribers’ devices, including, without limitation, drop lines, converters and encoders, transformers and fittings, transmission, drop distribution systems and equipment, internal wiring to the extent not owned by the owners of the Properties (“Owners”), and other tangible personal property owned by the Seller, associated with the operation of the System and located on the Properties; the buildings, structures, improvements and fixtures necessary for the operation of the System, owned by the Seller and located on the Properties; all microwave related assets, if any, located on the Properties or used exclusively to provide service to the Properties, any interdiction control units located on the Properties or used exclusively to provide service to the Properties, certain field technical equipment including, but not limited to spectrum analyzers, and related assets; all permits, licenses, certificates, concessions, approvals, consents, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations, ratings, registrations, qualifications and authorizations issued, granted, given or otherwise made available by or under the authority of any governmental body or pursuant to any legal requirement or right under any contract with any governmental body related to the Assets or the System and used or owned by the Seller; all refundable deposits and advance payments from subscribers with respect to the System; all rights, claims and causes of action against third parties with respect to the System or the Assets, including, without limitation, any rights, claims and causes of action arising under warranties from vendors and other third parties and all rights of indemnity, rights of contribution, and other rights of recovery possessed by the Seller (regardless of whether such rights are currently exercisable but excluding the right to recover accounts receivable for periods prior to the Closing Date); and all subscriber lists and agreements for the System. 1.2.2 Copies of all books and records of the Seller in the Seller’s possession to the extent relating to the Assets or to the extent necessary to operate the System as operated prior to the date of Closing and conduct the business as conducted prior to the date of Closing, including without limitation engineering records, maps, rebuild/upgrade designs, files, data, drawings, blueprints, schematics, reports, lists, plans, processes, and all files of correspondence, records, and reports concerning subscribers and prospective subscribers of the System. With respect to Assumed Contracts, the Assets include original executed contracts to the extent in the Seller’s possession, or copies thereof which are complete and accurate in all material respects. The Access Agreements and other contracts comprising the Assets shall be complete and in their entirety in all material respects and, except for Assignment Consents (as defined herein) obtained before the Closing Date, have not been modified since copies were delivered to Buyer.

The Assets. The Assets As used herein, the term "Assets" shall include all of Seller’s right, title and interest in, to, under or derived from the following, following insofar as they relate to the extent applicable: 1.2.1 The contracts set forth on Exhibit B (“Assumed Contracts”) which shall include but not be limited to all private cable system bulk service and right of entry or access agreements relating to the provision of cable and/or Internet services to the Properties and all franchise agreements relating to the Properties (“Access Agreements”), programming agreements, tangible personal property owned by the Seller and located on the Properties, including without limitation, all head end equipment, distribution equipment, wiring, conduit, customer premise equipment, spare parts and inventory owned by the Seller and located on the Properties, equipment at the Properties relating to distribution, trunk and distribution pedestals, grounding and pole hardware, cable systems plant, machinery, installed subscribers’ devicesSystems, including, without limitation: (a) the compressor stations (excluding compressors, drop linesas specified in Schedule 2.03, converters sump tanks and, as specified in Schedule 2.02(a), related equipment) and encodersmetering stations including delivery point measurement and measurement-point telemetry equipment (collectively, transformers the "Stations"), described on Exhibit A; (b) the surface leases (and fittings, transmission, drop distribution systems and equipment, internal wiring other rights to use the extent not owned by surface) (the owners of the Properties (“Owners”"Surface Leases"), and other tangible personal property owned by the Sellereasements, associated with right-of-way, servitudes and similar instruments (the operation of "Rights-of-Way") described on Exhibit B; (c) the System natural gas pipelines and located gathering systems comprising the Systems which pass or lie in, on the Properties; the buildings, structures, improvements and fixtures necessary for the operation of the System, owned by the Seller and located on the Properties; all microwave related assets, if any, located on the Properties or used exclusively to provide service to the Properties, any interdiction control units located on the Properties or used exclusively to provide service to the Properties, certain field technical equipment including, but not limited to spectrum analyzers, and related assets; all permits, licenses, certificates, concessions, approvals, consents, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations, ratings, registrations, qualifications and authorizations issued, granted, given or otherwise made available by or under the authority of any governmental body or pursuant to any legal requirement or right under any contract with any governmental body related to the Assets Rights-of-Way or the System Surface Leases (collectively, the "Pipelines"), as particularly described on Exhibit C and used or owned by generally described on the Seller; all refundable deposits and advance payments from subscribers with respect to the System; all rights, claims and causes of action against third parties with respect to the System or the Assets, including, without limitation, any rights, claims and causes of action arising under warranties from vendors and other third parties and all rights of indemnity, rights of contribution, and other rights of recovery possessed by the Seller maps attached hereto as Exhibit C-1; (regardless of whether such rights are currently exercisable but excluding the right to recover accounts receivable for periods prior to the Closing Date); and all subscriber lists and agreements for the System. 1.2.2 Copies of all books and records of the Seller in the Seller’s possession to the extent relating to the Assets or d) to the extent necessary to operate the System as operated prior to Systems, the date of Closing equipment, personal property, fixtures and conduct other improvements (the business as conducted prior to the date of Closing"Related Facilities"), including without limitation engineering the items described on Exhibit D and (i) all valves, pumps, dehydrators and similar facilities, and (ii) the materials and supply inventory specific to the Related Facilities associated therewith in existence on the Closing Date; (e) the assignable Permits and Environmental Permits described on Exhibit E; (f) the gas gathering agreements, gas services agreements, gathering services agreements and similar agreements and other contracts, commitments, understandings, binding arrangements, unexpired leases of personal property and licenses, whether oral as set forth in Schedule 2.02(f) or written, to which Seller is a party or to which Seller or any of the Assets is subject, and which relate primarily to the operation of the Systems (the "Related Agreements"), including without limitation the items described on Exhibit F; (g) the real property and leases of, and other interests in, real property (other than Surface Leases and Rights of Way) and all buildings, structures, fixtures and improvements thereon and appurtenances thereto (the "Real Property"), described on Exhibits D and G; (h) to the extent relating to the Systems and except as otherwise provided in Section 2.03, all existing financial, operating, Tax, environmental, safety, process and instrumentation drawings, relevant maps, operations manuals, as-built drawings for the Systems, files, papers, books and records of Seller in Seller’s possession or control, including without limitation deeds, property records, title policies, maps, rebuild/upgrade designssurveys, filespermits, datacertificates, drawingsfilings with Governmental Authorities related to operation of the Systems, blueprintsprocess safety management (PSM) records, schematics, reports, lists, plans, processeslegal documents pertaining specifically to Assumed Obligations or the Assets (other than those protected by legal privilege), and all files of correspondencerecords regarding the construction, records, maintenance and reports concerning subscribers and prospective subscribers testing of the System. With respect Assets, together with copies of customer lists (Seller to Assumed Contractsretain any copies thereof it desires); (i) all of Seller's rights, claims, credits, causes of action or rights of set off against third Persons applicable to post-Effective Date times and relating solely to the Assets include original executed contracts Assets, including without limitation unliquidated rights under manufacturers' and vendors’ warranties relating to the Assets; (j) to the extent owned by Seller, the natural gas located in the Seller’s possessionPipelines as of the Effective Date for which an accounting adjustment has been made including Imbalance Payables and Imbalance Receivables; (k) all accounts, notes and other receivables arising on or after the Effective Date relating solely to the Systems for which an accounting adjustment has been made; (l) all prepaid expenses, including but not limited to Property Taxes, leases and rentals attributable to or arising on or after the Effective Date relating to the Systems for which an accounting adjustment has been made; in the case of each of the foregoing, owned, held for use, leased, licensed, or copies thereof which are complete and accurate used primarily in all material respects. The Access Agreements and other contracts comprising the Assets shall be complete and in their entirety in all material respects and, except for Assignment Consents (as defined herein) obtained before operation of the Closing Date, have not been modified since copies were delivered to BuyerSystems.

The Assets. The Assets to be sold and purchased hereunder, include, but shall include the following, to the extent applicable: 1.2.1 The contracts set forth on Exhibit B (“Assumed Contracts”) which shall include but not be limited to to: (i) all private cable system bulk service and right cash balances of entry or access agreements relating to SiTech; (ii) all of the provision accounts receivable of cable and/or Internet services to the Properties and SiTech; (iii) all franchise agreements relating to the Properties (“Access Agreements”), programming agreements, tangible personal property owned by the Seller and located on the Propertiesinventories of SiTech, including without limitationlimitation all raw materials, work in progress, finished goods (including inventories of finished products held for packaging and/or shipping and all head end types of inventories which are in transit or being held by third parties) and all production, shipping and packaging supplies; (iv) all prepaid expenses, including deposits and credits of SiTech; (v) all fixed assets of SiTech, including all machinery, equipment, distribution equipmenttools, wiringhandling equipment and accessories and supplies; (vi) all office furniture and furnishings, conduitequipment and supplies of SiTech; (vii) all of SiTech's right, customer premise equipmenttitle and interest as tenant in and to leases and interests in real property (the "Real Property"), spare parts together with all of SiTech's right, title and inventory owned by the Seller interest in and to all easements, rights and appurtenances thereto; (viii) all of SiTech's right, title and interest in and to all plants, buildings, structures, erections, improvements and fixtures located on or forming part of the PropertiesReal Property; (ix) all of SiTech's right, equipment at title and interest in, to and under all domestic and foreign patents, patent applications, patent licenses, assignable software licenses, assignable know-how licenses and technology transfer agreements, trade names, trademarks, brand names, logos, copyrights, unpatented inventions, discoveries, conceptions, reductions to practice, service marks, trademark and service ▇▇▇▇ registrations and applications, including without limitation that certain License and Technology Transfer Agreement (the Properties relating "License and Technology Transfer Agreement") between SiTech and NuSil Technology ("NuSil"); (x) all of SiTech's right, title and interest in and to distributiontrade secrets, trunk and distribution pedestals, grounding and pole hardware, cable systems plant, machinery, installed subscribers’ devices, know-how (including, without limitation, drop linesproprietary know-how and use and application know-how) manufacturing, converters and encoders, transformers and fittings, transmission, drop distribution systems and equipment, internal wiring to the extent not owned by the owners of the Properties (“Owners”), engineering and other tangible personal property owned by the Sellerdrawings, associated with the operation of the System technology, technical information, engineering data, design and located on the Properties; the buildingsengineering specifications, structuresformulae, improvements processes, blueprints, sketches, schematics, flow sheets, flow diagrams, magnetic media such as audio tapes, computer disks, micromedia such as microfilm and fixtures necessary for the operation of the Systemmicrofiche, owned by the Seller promotional literature and located on the Properties; all microwave related assets, if any, located on the Properties or used exclusively to provide service to the Properties, any interdiction control units located on the Properties or used exclusively to provide service to the Properties, certain field technical equipment including, but not limited to spectrum analyzers, and related assets; all permits, licenses, certificates, concessions, approvals, consents, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations, ratings, registrations, qualifications and authorizations issued, granted, given or otherwise made available by or under the authority of any governmental body or pursuant to any legal requirement or right under any contract with any governmental body related to the Assets or the System and used or owned by the Seller; all refundable deposits and advance payments from subscribers with respect to the System; all rights, claims and causes of action against third parties with respect to the System or the Assets, including, without limitation, any rights, claims and causes of action arising under warranties from vendors and other third parties and all rights of indemnity, rights of contribution, and other rights of recovery possessed by the Seller (regardless of whether such rights are currently exercisable but excluding the right to recover accounts receivable for periods prior to the Closing Date); and all subscriber lists and agreements for the System. 1.2.2 Copies of all books and records of the Seller in the Seller’s possession to the extent relating to the Assets or to the extent necessary to operate the System as operated prior to the date of Closing and conduct the business as conducted prior to the date of Closingsimilar data, including without limitation engineering the Master Device Files (as defined in the Supply Agreement) (all rights referred to in 1 .2(ix) and 1.2(x) together referred to as the "Intellectual Property"); (xi) all of the Business's existing books, general, financial, tax and personnel records, mapscorrespondence and other documents, rebuild/upgrade designs, records and files, data, drawings, blueprints, schematics, reports, lists, plans, processes, and all files data systems and customer information to enable Mentor to continue the design, manufacture and sale of correspondence, recordsthe Business's products and services; (xii) the full benefit of all leases of, and reports concerning subscribers conditional sales contracts and prospective subscribers title retention agreements relating to, machinery and equipment of which SiTech is lessee; (xiii) the full benefit of all contracts or commitments to which SiTech is entitled, including without limiting the generality of the System. With respect foregoing, (A) all unfilled orders received by SiTech; and (B) all forward commitments to Assumed ContractsSiTech for fixed assets, the Assets include original executed contracts to the extent subleases, services, inventory, supplies or materials entered into in the Seller’s possessionusual and ordinary course of the Business, whether or copies thereof which not there are complete any written contracts with respect thereto; (xiv) the full benefit of all licenses, and accurate in all material respects. The Access Agreements registrations and permits of SiTech pertaining to environment, health and safety matters, and all other assignable registrations and permits; (xv) the goodwill of SiTech; (xvi) all computer aided design and other contracts comprising the Assets shall be complete product development equipment of SiTech; and (xvii) all claims, causes of action, rights of recovery, refunds and in their entirety in all material respects andrights of set-off of any kind of SiTech, except insofar as necessary to offset a claim against SiTech but for Assignment Consents which SiTech does not recover money. (as defined hereinxviii) obtained before all insurance proceeds and the Closing Datefull benefit of all insurance policies of SiTech, have not been modified since copies were delivered to Buyerincluding without limitation those described in Section 3.12 hereof.