ASSET AND BUSINESS TRANSFER AGREEMENT

Exhibit 10.4

EXECUTION COPY

Dated 20 December 2006

RAYTHEON AIRCRAFT SERVICES LIMITED

and

GREENBULB LIMITED

ASSET AND

BUSINESS TRANSFER AGREEMENT

XXXXXXXX & XXXXX INTERNATIONAL LLP

00 Xx Xxxx Xxx

Xxxxxx XX0X 0XX

xxx.xxxxxxxx.xxx

Table of Contents


1.	DEFINITIONS AND INTERPRETATION	1
2.	SALE AND PURCHASE	4
3.	CONSIDERATION	4
4.	COMPLETION	4
5.	EMPLOYEES	4
6.	WAIVER, VARIATION, INVALIDITY	6
7.	ASSIGNMENT	6
8.	COSTS AND PAYMENTS	7
9.	ENTIRE AGREEMENT	7
10.	NOTICES	7
11.	THIRD PARTY RIGHTS	8
12.	VALUE ADDED TAX	8
13.	GOVERNING LAW AND JURISDICTION	10

SCHEDULE 1—THE EMPLOYEES		1

THIS AGREEMENT is made on 20 December 2006

BETWEEN:

(1)	RAYTHEON AIRCRAFT SERVICES LIMITED (registered in England with number 03479031) whose registered office is at Xxx Xxxxxxxxx, Xxxxxxxxx Xxx, Xxxxxx, Xxxxx XX00 0XX (the “Seller”); and

(2)	GREENBULB LIMITED (incorporated in England with company number 06018571 whose registered offices is at 00 Xxxx Xxxx, Xxxxxx XX0X 0XX (the “Buyer”).

RECITALS

(A)	At the date of this Agreement, the Seller owns the Assets and carries on the Business.

(B)	The Seller has agreed to sell and the Buyer has agreed to buy the Business, as a going concern, and the Assets, and to assume and become responsible for all of the Liabilities, subject to the terms and conditions of this Agreement, and in accordance with the SPA.

NOW IT IS AGREED as follows:

1.	DEFINITIONS AND INTERPRETATION

In this Agreement:

1.1	Defined terms

“Agreement” means this Agreement, including the Recitals and Schedules;

“Asset Purchase Price” has the meaning given to it in clause 3;

“Assets” means right, title and interest of the Seller in all of its assets other than (i) the assets held by the Raytheon Corporate Jets Pension Scheme and (ii) Cash;

“Business” means the assets, liabilities and operations of the Seller, including the assets, liabilities and operations primarily related to the RAC brands currently and previously in production or development as of the Closing Date; provided that in no event does the Business include the assets, liabilities and operations of Raytheon Aircraft Credit Corporation and its subsidiaries, Raytheon Travel Air Company or Flight Options, LLC;

“Business Day” means a day (other than a Saturday or Sunday) when banks are open for business in the City of London, England and New York, USA;

“Cash” has the meaning given to it in the SPA.

“Charges” has the meaning given to it in clause 5.3;

“Competent Authority” means; (i) any person (whether autonomous or not) having legal and/or regulatory authority and/or enforcement powers; (ii) any court of law or tribunal in any jurisdiction; and/or (iii) any taxation authority;

“Completion” means completion of both the sale and purchase of the Business and the Assets pursuant to this Agreement and the closing as defined in the SPA, such events to occur simultaneously;

“Completion Date” means the Closing Date as such term is defined in the SPA;

“Employees” means the persons employed by the Seller in the Business at the Completion Date and whose names and details of employment are set out in Schedule 1, together with any individual whose contract of employment or contract for services shall have effect (or would have had such effect but for the termination of employment or engagement of such individual) as if originally made between the Buyer and the individual concerned as a result of the provisions of the Employment Regulations and/or any judicial decision interpreting the same;

“Employment Liabilities” means all and any Liabilities and expenses (including legal expenses) relating to or arising out of the employment of the Employees or the termination of their employment including, without prejudice to the foregoing generality, negligence claims by any of the Employees or any third party, breach of the Employment Regulations, unfair dismissal, redundancy, unlawful discrimination, breach of contract, unlawful deduction of wages and equal pay but excluding any liability for or in respect of tax or National Insurance contributions;

“Employee Liability Information” has the meaning given to it in Regulation 11 of the Employment Regulations;

“Employment Regulations” means the Transfer of Undertakings (Protection of Employment) Regulations 2006;

“Encumbrance” means a mortgage, security, charge, pledge, lien or other document of a similar type or effect;

“Excluded Liabilities” means all liabilities and obligations of the Seller, whether known or unknown, asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due, whether arising before, on or after the Completion Date under the Raytheon Corporate Jets Pension Scheme (including but without limitation in respect of any financial support direction or contribution notice or other debt or claim arising under or relating to Section 75 and 75A of the Xxxxxxx Xxx 0000 and excluding, for the avoidance of doubt, any liability in respect of the Buyer’s obligation to provide replacement benefits following the transfer contemplated by Clause 5.1) (the “Pension Plan Liabilities”) and any liability for or in respect of taxes and National Insurance contributions or similar charges or levies.

“Liabilities” means all liabilities and obligations of the Seller, whether known or unknown, asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due other than the Excluded Liabilities.

“Parties” means the Buyer and the Seller (and “Party” shall be construed accordingly);

“Pension Plan” means the Raytheon Corporate Jets Pension Scheme;

“Proceedings” means any proceeding, suit or action (including arbitration) arising out of or in connection with this Agreement;

“SPA” means that certain Stock Purchase Agreement dated as of the date hereof among the Buyer, the Seller, Raytheon Company and certain other parties;

“VAT” means value added tax; and

“VATA” means the Value Added Tax Xxx 0000.

1.2	Reference to any document as being “in the agreed form” means that it is in the form agreed between the Sellers and the Buyer and initialled for the purposes of identification by or on behalf of the Sellers and the Buyer.

1.3	The table of contents and headings and sub-headings are for convenience only and shall not affect the construction of this Agreement.

1.4

Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa and references to any gender shall include all other genders. References to any person (which for the purposes of this Agreement shall include bodies corporate, unincorporated associations, partnerships, governments, governmental agencies and departments, statutory bodies or other entities, in each case whether or not having a separate legal personality) shall include the person’s successors.

1.5	The words “other”, “include” and “including” do not connote limitation in any way.

1.6	References to Recitals, Schedules and clauses are to (respectively) recitals to, schedules to, and clauses of, this Agreement (unless otherwise specified) and references within a Schedule to paragraphs are to paragraphs of that Schedule (unless otherwise specified).

1.7

References in this Agreement to any statute, statutory provision, directive of the Council of the European Union (whether issued jointly with any other person or under any other name) or other legislation include a reference to that statute, statutory provision, directive or legislation as amended, extended, consolidated or replaced from time to time (whether before or after the date of this Agreement) and include any order, regulation, instrument or other subordinate legislation made under the relevant statute, statutory provision, directive or legislation.

1.8

References to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, organisation, body, official or any legal concept, state of affairs or thing shall in respect of any jurisdiction other than England be deemed to include that which most nearly approximates in that jurisdiction to the English legal term.

1.9	Any reference to “writing” or “written” includes faxes and any legible reproduction of words delivered in permanent and tangible form (but does not include e-mail).

1.10	In the case of any inconsistency or conflict between the terms of this Agreement and the SPA, the terms and provisions of the SPA will prevail unless the contrary intention is expressly provided for in this Agreement.

2.	SALE AND PURCHASE

2.1	Subject to the terms of this Agreement and the SPA, the Seller agrees to sell to the Buyer, and the Buyer agrees to buy from the Seller, the Business as a going concern, and the Assets and to assume and be responsible for all of the Liabilities.

3.	CONSIDERATION

The consideration for the sale of the Business and the Assets shall be the amount allocated to the sale by Seller under Section 2.2 of the SPA (the “Asset Purchase Price”), which shall be payable in accordance with the SPA, and the assumption of the Liabilities.

4.	COMPLETION

4.1	Completion shall take place on the Completion Date in the manner and place provided for in the SPA.

4.2	Title and risk; Assumption of Liabilities

4.2.1

Risk in and title to the Assets shall pass to the Buyer at, and with effect from, Completion.

4.2.2

Following Completion, all Liabilities shall be for the Buyer’s account, subject to the provisions of the SPA.

4.2.3

For the avoidance of doubt the Excluded Liabilities are for Seller’s account.

5.	EMPLOYEES

5.1	Transfer of Employees

The Seller and the Buyer acknowledge and agree it is their intention that by virtue of the transactions anticipated in this Agreement and the SPA, pursuant to the Employment Regulations, the contracts of employment between the Seller and the Employees will have effect after the Completion Date as if originally made between the Buyer and the Employees but the parties agree that the provisions of this clause 5 shall apply irrespective of whether or not the Employment Regulations do apply as anticipated in this clause 5.1.

5.2	Communication to Employees

Before the Completion Date, the Seller and the Buyer shall jointly communicate to each Employee a notice (in a form approved by the Seller and the Purchaser) to the effect that their contract of employment will have effect after the Completion Date as specified in clause 5.1.

5.3	Charges

Except for the Pension Plan Liabilities (which liabilities are being retained by the Seller in full), all liabilities, costs, expenses and outgoings in relation to each Employee (including, but not limited to salaries, wages, bonus (even if not due and payable at that time), (together referred to in this clause as “Charges”) but excluding National Insurance Contributions, PAYE remittances and payments in respect of any other emoluments) shall be borne and discharged by the Buyer, subject to any provisions of the SPA.

5.4	Indemnity

Subject to the provisions of the SPA, the Buyer hereby undertakes to indemnify and keep indemnified the Seller on demand from and against any Employment Liabilities, or any liabilities arising under the Employment Regulations, suffered or incurred by the Seller in relation to the Employees which relate to or arise out of such Employees’ employment in the Business or the termination thereof or any other event or occurrence, in each case whether on or after or prior to the Transfer Date, save that the Buyer shall have no liability hereunder with respect to the Pension Plan Liabilities.

The Seller hereby undertakes to indemnify and keep indemnified the Buyer on demand from and against the Pension Plan Liabilities.

5.5	Provision of Information by the Seller

The Seller agrees to cooperate with the Buyer to effectuate transfer of the Employees and use its commercially reasonable efforts to comply with Regulation 11 of the Employment Regulations.

5.6	Certain Payment

On or prior to the Closing Date, the Seller shall pay $2 million to the Buyer, to be held in trust by the Buyer and then paid on or as soon as practicable following the Closing Date to a registered pension scheme (as defined for the purposes of Part 4 of the Finance Act 2004). This sum shall be applied (following its allocation between Employees in the proportions reasonably directed by the Seller (in consultation with the Buyer) on or prior to the Closing Date) for the purpose of providing additional benefits to Employees who choose to join the registered pension scheme. These benefits shall be additional to any benefits which the Buyer is obliged to provide by virtue of the Employment Regulations, section 257 and 258 of the Pensions Xxx 0000, or otherwise.

6.	WAIVER, VARIATION, INVALIDITY

6.1	No waiver by omission, delay or partial exercise

No right, power or remedy provided by law or under this Agreement shall be waived, impaired or precluded by:

6.1.1

any delay or omission to exercise it; or

6.1.2

any single or partial exercise of it, or any full or partial release, compounding or compromise on an earlier occasion; or

6.1.3

any delay, omission to exercise, single or partial exercise, full or partial release, compounding or compromise of any other such right, power or remedy.

6.2	Specific waivers to be in writing

Any waiver of any right, power or remedy under this Agreement must be in writing and may be given subject to any conditions thought fit by the grantor. No waiver will take effect if the person seeking the waiver has failed to disclose to the grantor every material fact or circumstance which (so far as the person seeking the waiver is aware) has a bearing on its subject matter. Unless otherwise expressly stated, any waiver shall be effective only in the instance and only for the purpose for which it is given.

6.3	Variations to be in writing

No variation to this Agreement shall be of any effect unless it is agreed in writing and signed by or on behalf of each Party.

6.4	Invalidity

Each of the provisions of this Agreement is severable. If any such provision is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction:

6.4.1

that shall not affect or impair the legality, validity or enforceability in that jurisdiction of any of the other provisions of this Agreement, or of that or any provisions of this Agreement in any other jurisdiction; and

6.4.2

the Parties will use reasonable endeavours to negotiate in good faith with a view to replacing it with one or more provisions satisfactory to any relevant Competent Authority but differing from the replaced provision as little as possible.

7.	ASSIGNMENT

No party may assign, or grant any Encumbrance or security interest over, any of its rights under this Agreement or any document referred to in it without the prior written consent of the other party, or in accordance with the SPA.

8.	COSTS AND PAYMENTS

8.1	Payment of costs

Except as otherwise stated in this Agreement or the SPA, each Party shall bear its own costs and expenses in relation to the negotiation, preparation, execution and carrying into effect of this Agreement and all other agreements forming part of the transactions contemplated by this Agreement.

9.	ENTIRE AGREEMENT

9.1	This Agreement

In this clause, references to this Agreement include all other written agreements and arrangements between the Parties which are expressed to be supplemental to this Agreement or which this Agreement expressly preserves or requires to be executed.

9.2	Entire agreement

This Agreement, the SPA and the Ancillary Agreements (as such term is defined in the SPA), constitute the whole and only agreement and understanding between the Parties in relation to its subject matter.

9.3

Fraud

Nothing in this Agreement shall be read or construed as excluding any liability or remedy in respect of fraud.

9.4	Sole remedy

Except as provided in Section 9.3 above, the Buyer and the Seller agree that their sole remedy for breaches of this Agreement shall be as provided in Article VIII of the SPA.

10.

NOTICES

10.1	Form of notices

Any communication to be given in connection with the matters contemplated by this Agreement shall except where expressly provided otherwise be in writing and shall either be delivered by hand or sent by first class pre-paid post or facsimile transmission. Delivery by courier shall be regarded as delivery by hand.

10.2	Address and facsimile

Such communication shall be sent to the address of the relevant Party referred to in this Agreement or the facsimile number set out below or to such other address or facsimile number as may previously have been communicated to the sending Party in accordance with this clause. Each communication shall be marked for the attention of the relevant person.


Seller:	Raytheon Company
	000 Xxxxxx Xxxxxx
	Xxxxxxx, Xxxxxxxxxxxxx 00000-0000
	Attention: Xxx X. Xxxxxxxx
	Facsimile: (000) 000-0000

with a copy (which shall not constitute notice) to:

	Xxxxxxxx & Xxxxx
	000 Xxxx 00^xx Xxxxxx
	00^xx Xxxxx
	Xxx Xxxx, Xxx Xxxx 00000
	Attention:	Xxxxxxx Xxxxxxx
		Xxxxxxxx X. Xxxxxx
	Facsimile: (000) 000-0000

Buyer:	Greenbulb Limited

with a copy (which shall not constitute notice) to:

	Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP
	Xxx Xxx Xxxx Xxxxx
	Xxx Xxxx, Xxx Xxxx 00000
	Attention:	Xxxxxx X. Xxxxxxxxx
		Xxxxxxxxxxx Xxxx
	Facsimile: (000) 000-0000

11.

THIRD PARTY RIGHTS

11.1	Nothing in this Agreement is intended to confer on any person any right to enforce any term of it which that person would not have had but for the Contracts (Rights of Third Parties) Xxx 0000.

11.2	No right of any Party to this Agreement to agree any amendment, variation, waiver or settlement under or arising from or in respect of this Agreement shall be subject to the consent of any person other than the Parties to the SPA.

12.

VALUE ADDED TAX

12.1	Subject to the foregoing all amounts due under this agreement are expressed to be exclusive of VAT which, if properly due, shall be paid in addition to the amount so specified.

12.2.

The Seller and the Buyer intend that article 5 of the Value Added Tax (Special Provisions) Order 1995 shall apply to the sale of the Business and the Assets under this agreement and agree to use all reasonable endeavours to secure that the sale is treated as neither a supply of goods nor a supply of services pursuant to that article.

12.3.

If, nevertheless, any VAT is payable on the sale of the Assets under this agreement and HM Revenue & Customs (“HMRC”) have so confirmed in writing after full disclosure of all material facts, the Buyer shall pay to the Seller the amount of that VAT five days before the due date on which Seller must pay the VAT to HMRC or, if later, promptly after receipt of such confirmation from HMRC, in each case against delivery by the Seller to the Buyer of a proper VAT invoice in respect of it, together with a copy of the confirmation from HM Revenue & Customs that VAT is payable and of the document disclosing all material facts.

12.4.

Before sending any relevant communication to HM Revenue & Customs, the Seller shall give the Buyer a reasonable opportunity to comment on it, and shall make such amendments as the Buyer reasonably requires.

12.5.

If any land or interest in land is included in the Assets which falls within paragraph (a) of item 1 of Group 1 of Schedule 9 to the VATA 1994 (Freehold transfer of new or uncompleted building or civil engineering work) or in respect of which an election to waive exemption from VAT under Schedule 10 to VATA has been made, the Buyer agrees in either case to so elect in respect of each item of land or interest therein, provided that the Buyer is notified in writing by the Seller of any specific election required at least 10 working days prior to Completion. If the Seller fails to make any notification then any resulting VAT shall be for the Seller’s account (the price for the relevant asset or assets being deemed to be VAT inclusive). Where appropriate, the Buyer will also confirm that paragraph 5(2B) of SI1995/1268 does not apply to it.

12.6.

The Buyer warrants to the Seller that it will use commercially reasonable efforts to be registered for VAT at Completion or immediately thereafter and that it will carry on the Business immediately after Completion.

12.7.

The Seller and Buyer intend that section 49 of VATA shall apply to the sale of the Assets under this agreement and accordingly:

12.7.1

that the Seller shall, on Completion, deliver to the Buyer all records referred to in section 49 of VATA (VAT Records);

12.7.2

the Seller shall not make any request to HM Revenue & Customs for the VAT Records to be preserved by the Seller rather than the Buyer;

12.7.3

the Buyer shall preserve the VAT Records for such period as may be required by law and, during that period, permit the Seller reasonable access to them to inspect or make copies of them free of charge; and

12.7.4

the Buyer may fulfil its obligations under clause 12.7.3 by procuring that any future transferee of the Business (or any other person) preserves the VAT Records and permits reasonable access as mentioned in that clause, in which case the Buyer shall notify the Seller of the name of that transferee or person.

12.8

If the Buyer pays the Seller an amount in respect of VAT under clause 12.3 and HM Revenue & Customs note that all or part of it was not properly chargeable, the Seller shall repay the amount or relevant part of it to the Buyer. The Seller shall make the repayment promptly after the ruling, unless it has already accounted to HM Revenue & Customs for the VAT. In that case, the Seller shall apply for a refund of the VAT (plus any interest payable by HM Revenue & Customs), use reasonable endeavours to obtain it as speedily as practicable, and pay to the Buyer the amount of the refund and any interest when and to the extent received from HM Revenue & Customs.

13.

GOVERNING LAW AND JURISDICTION

13.1	This Agreement shall be governed by and construed in accordance with English law.

13.2	The Parties irrevocably agree that the courts of England shall have non-exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and that accordingly any Proceedings may be brought in such courts.

IN WITNESS WHEREOF:


		)
Signed by
RAYTHEON AIRCRAFT SERVICES LIMITED		)	/s/ Xxxxx Trail
on being signed by:		)	Authorised signatory
XXXXX XXXXXXX TRAIL		)
and	XXXX XXXX XXXXXX	)	/s/ Xxxx Xxxx Xxxxxx
			Authorised signatory

Signed by		)
GREENBULB LIMITED		)
on being signed by:		)	Authorised signatory
		)
and		)
			Authorised signatory

IN WITNESS WHEREOF:


		)
Signed by
RAYTHEON AIRCRAFT SERVICES LIMITED		)
on being signed by:		)	Authorised signatory
		)
and		)
			Authorised signatory

Signed by		)
GREENBULB LIMITED		)	/s/ Xxxxxxx X. Xxxxx
on being signed by:		)	Authorised signatory
/s/ Xxxxxxx X. Xxxxx		)
and	Xxxxx Xxxxxx	)	/s/ Xxxxx Xxxxxx
			Authorised signatory

SCHEDULE 1 - THE EMPLOYEES


94577	Xxxx Xxxxxxx Xxxxxxxx Xxxxxxxx	93541	Xxxx Xxxxxx Xxxx
94483	Xxxxx Xxxxxxxx Xxxxxxx	94669	Xxxx Xxxxx Xxxxxxx
1585	Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxxx	94614	Xxxxxxx Xxxx Xxxxxxx
19484	Xxxxxx Xxxxxx Xxxxxx	00000	Xxxxxxx Xxxxx Xxxxx Xxxx
00000	Xxxxxx Xxxx Xxxxxxxx	94688	Xxxxxxx Xxxxx Xxxxx
94599	Xxxxxxxxxxx Xxxxx Xxxxx	93378	Xxxxxx Xxxxx
24592	Xxxxxxx Xxxx Xxxx	93373	Xxxx Xxxxxx Xxxxx
24588	Xxxxx Xxxxx Xxxxxxx	94690	Xxxxxxx Xxxxx Xxxxx
93651	Xxxxxxx Xxxxxx	22213	Xxxxxxx Xxxxx
93286	Xxxxxx Xxxxxx Xxxxxxxx	24007	Xxxxxxx Xxxxxxx Field
93388	Xxxxxxxxxxx Xxxx Xxxx	23488	Xxxxxx Xxxxxxxxxxx
93287	Xxxxxx Xxxxxxx Xxxxxxxxx	93648	Xxxxxx Xxxxxx Xxxx
94468	Xxxxxx Xxxxxxx Xxxxxxxxx	94693	Xxxxx Xxxxxxx
18042	Xxxx Xxxxxxx Xxxxx	94632	Xxxxx Xxxx Xxxxxxx
94563	Xxxxxxx Xxxx Xxxxx	94667	Xxxxxxxxxxx Xxxx Xxxxxx
94628	Xxxxxx Xxxxxxxxxxx	93418	Xxxxxx Xxxxxxx Xxxxxxx
94584	Xxxx Xxxxxx	94621	Xxxxxx Xxxxxxx
21702	Xxxx Xxxxxxx Xxxxxxxxxxx	94673	Xxxxxxx Xxxxx Xxxxxxx
94699	Xxxxx Xxxxxxxx	92697	Xxxxxx Xxxxx
24610	Xxxxxxx Xxxxx Breeze	94670	Xxxxxxx Xxxxxx Xxxxx
00000	Xxxxxxx Xxxxxxxx Xxxxxx	00000	Xxxx Xxxxxxxxx
92539	Xxxxxxxx Xxxx	94581	Xxxxxx Xxxxxxx Xxxxxxx
94663	Nicola Xxxxx Xxxx	93158	Xxxx Xxxx Xxxxxx
00000	Xxxx Xxxxxx Xxxx	94695	Xxxxx Xxxx Xxxx
94590	Xxxxx Xxxxxxx Xxxxxxx	22296	Xxxxxxx Xxxxx Xxxxx
93617	Xxxxxx Xxxx Xxxxxxxxx	94634	Xxxxxxx Xxxx Xxxxxxx
94630	Xxx Xxxxxx	94652	Xxxxx Xxxxxxx Xxxxxx
94660	Xxxxx Xxxxx Xxxxxxxx	94684	Xxxxx Xxxxxxx Xxxxxxx
19664	Xxxxx Xxxxxxxxxxx Xxxxxx	24420	Xxxxxxxxxxx Xxxxx Xxxxxxx
94683	Xxxx Xxxxxxx Xxxxxxxx	00000	Xxxxxxx Xxxxx Xxxxxxxx
00000	Xxxx Xxxx Xxxxxx	94622	Marc Xxxxxx Xxxxxx
21324	Xxxxx Xxx Xxxxxxxx	94656	Xxxxxxx Xxxx Xxxx
94503	Xxxxx Xxxx Xxxx	94619	Xxxxx Xxxxx Xxxxx Xxxxxxxxx
94087	Xxxxxx Xxxxx Connah	94645	Xxx Xxxxxx Xxxxxxx
94600	Xxxxxx Xxxxxxx Xxxxxx	24601	Xxxx Xxxxx Xxxxx
94612	Leigh Xxxxxx Xxxxxxxxxx	93255	Xxxxxxx Xxxxxx Xxxx
94658	Xxxxx Xxxx Xxxxxxxx	94594	Xxx Xxxxx Xxxx Xxxxx
94597	Xxxxxx Xxxxxxxx Creed	19521	Xxxxxxx Xxxxx Xxxxx
94681	Xxxxxx Xxxxx Xxxxxxxx-Guild	24378	Xxxx Xxxxx
94591	Xxxxx Xxxxxx	21742	Xxxxxx Xxxxxx Xxxxx
21709	Xxxxxxxxx Xxxxxx Xxxxxx	22954	Xxxx Xxxxxx Xxxxx
24611	Xxxxxxx Xxxxx Xxxxxx	23386	Xxxx Xxxxx Xxxxx
94603	Xxxxx Xxxx Xxxxxx	93204	Xxxxx Xxxxx
94647	Stuart Xxxx Xxxxx	18071	Xxxxx Xxxxx Xxxxx
94498	Xxxx Xxxx	94671	Xxxxxx Xxxxxx Xxxxx
19091	Xxxxx Xxxxxxx	94672	Xxxxx Xxxxx
94692	Xxxxxxxx Xxxx Xxxxxx	24284	Xxxxx Xxxxx
94606	Xxxxxx Xxxx Xxxxx	24254	Xxxxx Xxxxxx Xxxxx


94680	Gaiy Xxxxx Xxxxx	24605	Colin Xxxx Xxxxxxxx
24303	Xxxx Xxxx Xxxxx	20121	Xxxx Xxxxx Xxxxx
94691	Xxxx Xxxxxxx Xxxxx	94532	Xxxxxxx Xxxxx Xxxxxxxxx
18826	Xxxx Xxxx Xxxxxx	5181	Xxxxx Xxxxxxxxx Xxxxxxx
21959	Xxxxx Xxxx Xxxxxxx	93297	Xxxx Xxxx Xxxxxxxx
94666	Xxxxx Xxxxx	93281	Xxx Xxxxxxx Seller
93645	Xxxxxx Xxxx Xxxxxx Xxxxxx	93231	Nigel David Xxxxx Xxxxxxx
94659	Xxxx Xxxxxxxxx Xxxxxxxxx	24338	Xxxx Xxxxxxxx Xxxx
94689	Xxxxxx Xxxxxx Xxxxxxxx	8962	Xxxx Xxxxxx Xxxxxxxx
94649	Xxxx Xxxxxxx Xxxxxxxx	91145	Xxxxx Xxxxxxxxx
24593	Xxx Xxxxxxxxx Matthias	94698	Xxxxx Xxxxxx Xxxxx
23394	Xxxx Xxxxxxx XxXxxx	94585	Xxxxxx Xxxxxx Xxxxxx
94460	Xxxxxxx Xxxxx XxXxxxx	94598	Xxxx Spruce
24318	Stuart Xxxxx XxXxxxxx	94675	Xxxxx Xxxxxxx Xxxxxxxxxx
00000	Xxxx Xxxxxxxx Xxxxxxx	00000	Xxxx Xxxxxxx Xxxxxxxxxx
94605	Xxxxx Xxxxxxx Xxxxxx	22056	Xxxx Xxxxxxxx
94637	Xxxx Xxxxxxxx	22379	Xxx Xxxxx Xxxxx
94650	Xxxxxxx Xxxxxxx Monnery	94604	Xxxxxx Xxxxxx Xxxxx
2918	Xxxxxxx Xxxxx Xxxxxx	3277	Xxxxx Xxxxx Xxxxx
94654	Xxxx Xxxxxx	23207	Xxxx Xxxxxxx Xxxxxx
00000	Xxxxxx Xxxxxxx Xxxxxx	00000	Xxxxxx Xxxxxx Xxxxxx
94463	Xxxxx Xxxxxx	94682	Xxxxxx Xxxxxx Xxxxxx
94686	Xxxxx Xxxxxxxx	94664	Xxxxxxx Xxx Xxxxxx
00000	Xxxxx Xxxx Xxxxxxx	00000	Xxxxxx Xxx Xxxxxx
94665	Xxxxxxxx Xxxxx Xxxxxx	94653	Xxxxxx Xxxxx Xxxxxx
23212	Xxxxxxx X Xxxx	94607	Xxxxx Xxxxxxx Xxxxxx
4002	Xxxxxx Xxxxx Xxxxxxxx	94627	Xxxxx Xxxxxxxx
93052	Xxxxxxx Xxxxxxxx Xxxxx	3841	Xxxxxx Xxxx Xxxxx
93264	Xxxxx Xxxxxxx Xxxxxx	94646	Xxxxx Xxxxx Xxxx
94638	Xxxxxx North	94633	Xxxxx Xxxx
24602	Xxxxxxx Xxxx Xxxxxx	23437	Xxxxxxxxxxx Xxxx Xxxxxxxxxx
94679	Xxxxxxx X’Xxxxx	94694	Xxxxxx Xxxxxx Xxxxxxx
94615	Xxxx Xxxxxx Xxxx	94617	Xxxxxxx Xxxxx Xxxxxx
94678	Xxxxx Xxxxxx	94624	Xxxxx Xxxxxx
23764	Xxxx Xxxx Xxxxxx	94623	Xxxxx Xxxxxx-Xxxxxx
92660	Xxxxx Xxxxxxx Pear	94642	Nigel Xxxxx Xxxxxxxx
24437	Xxxxxx Xxxxxx Xxxxxx	93402	Xxxxx Xxxxx Xxxxxxxxx
94602	Xxxxxx Xxxxxx Xxxxxx	24234	Xxxxxx Xxxxx Xxxxxxxx
94625	Xxxxxxx Xxxxxxxx Xxxxxxx	24235	Xxxxxxxxxxx Xxx Xxxxxxxx
94631	AlunPhennah	21081	Xxxxx Xxx Xxxxxxxx
94641	Xxxxxx Xxxx Xxxxxx	24238	Xxxx Xxxxxxxx
18466	Xxxxxx Xxxxxx Xxxxxx	93093	Glyn Xxxxxx Xxxxxxxx
93457	Xxxxxx Xxxxx	94635	Xxxx Xxxx Xxxxxxxx
94334	Lionel Xxxx Xxxxxx	94474	Xxxxx Xxxxxxxx
24337	Xxxxxxx Xxxx Xxxxx	94620	Xxxxx Xxxxxxxx
94475	Xxxxx X Xxxxxxx	94640	Xxxx Xxxxxxx Xxxxx
94677	Xxx Xxxxx Proud	00000	Xxxxxxx Xxxx Xxxxxxxx
00000	Xxxx Xxxxxx Xxxxxxxxx	94674	Xxxxx Xxxxxx
21381	Xxxxxxx Xxxxxxxxx	94697	Xxxxxx Xxxx Xxxxxx
94685	Xxxxx Xxxxxxxx	94655	Xxxxxxx Xxxxxxxxx Xxxxxxxxx
93395	Xxxxxx Xxxxxxxxx

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ASSET AND BUSINESS TRANSFER AGREEMENT

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