Common use of Excluded Assets Clause in Contracts

Excluded Assets. The Acquired Assets shall not include any of the following (collectively, the “Excluded Assets”): (a) the Purchase Price delivered to Sellers pursuant to this Agreement; (b) all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Document.

Excluded Assets. The Acquired Assets shall not include any Notwithstanding anything herein to the contrary, all assets, properties, rights, titles and interests of the following Sellers that are not Purchased Assets are expressly excluded from the Transactions (collectively, the “Excluded Assets”):) and shall be retained by the Sellers at the Closing, including: (a) the Purchase Price delivered to Sellers pursuant to this Agreement; (bi) all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit bank accounts and other bank deposits as equity securities of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (iii) any Contract that is not an Assigned Contracteach Seller’s corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, membership interest transfer books and blank membership interest certificates and other similar documents; (jiii) all documents or other information covered by attorney-client privilege, the attorney-client work product doctrine or other similar protections; (iv) all claims for and rights to receive Tax refunds relating to the Business and the Purchased Assets with respect Pre-Closing Tax Periods, and Tax Returns relating to the Business and the Purchased Assets with respect to Pre-Closing Tax Periods, and any notes, worksheets, files or documents relating solely thereto; (v) all Contracts that are not Assumed Contracts; (vi) any Lease that is not an Assigned the Assumed Lease; (kvii) any refunds all Intellectual Property of Taxes paid by the Sellers that is not Purchased Intellectual Property; (viii) the sponsorship of, and assets maintained pursuant to or in connection with, the Employee Benefit Plans; (ix) all insurance policies of the Sellers or their Affiliates and all rights to applicable claims and proceeds thereunder; (x) the rights which accrue or will accrue to the Sellers or their Affiliates under this Agreement and the other Transaction Documents; (xi) all Accounts Receivable of the Sellers with respect to a Pretheir pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets operation of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (txii) any rightsthe assets, claims or causes of action of Sellers under this Agreement or any other Transaction Documentproperties and rights specifically set forth on Schedule 2.01(b).

Excluded Assets. The Acquired Notwithstanding anything to the contrary contained herein, the Purchased Assets shall not include any of the following assets or any rights, title and interest of any Seller therein (collectively, the “Excluded Assets”): (a) the Purchase Price delivered to Sellers pursuant to this Agreement; (b) all cash and cash equivalentsequivalents of Sellers, including checkscertificates of deposit, commercial paper, treasury bills, certificates marketable securities, checks received and not cashed prior to the Closing, bank accounts, money market accounts, other depository accounts and all such similar accounts or investments; (b) all tangible and intangible personal property of deposit and other bank deposits as Sellers sold, transferred, retired or otherwise disposed of in compliance with the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expensesterms of this Agreement prior to the Closing; (c) all Owned Real Property Purchased Contracts that are terminated in compliance with the terms of this Agreement or expire (and are not renewed or extended by the applicable Seller or Schurz) prior to the Closing and any contracts, agreements, leases and licenses listed or described on Schedule 2.1(d1.2(c) and not otherwise comprising any portion of (collectively, the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building“Excluded Contracts”); (d) subject all of Schurz’s and any Seller’s rights, title and interest in and to Section 7.15(i) any names, all oil extraction equipment described trade names or service names of Schurz or any Seller that are not exclusively or primarily used nor exclusively or primarily held for use in the Business (including the names “Schurz” and “Schurz Communications”), (ii) the corporate, limited liability company and trade names listed on Schedule 2.2(d1.2(d), (iii) all URLs and internet domain names consisting of or containing any of the foregoing; and (iv) any variations or derivations of the foregoing that include the word “Schurz” or any confusingly similar term (collectively, the “Seller Marks”); (e) all Trade Secretscontracts of insurance (including Schurz’s and any Seller’s contracts of health and dental insurance), all coverages and proceeds thereunder and all rights in connection therewith, including rights arising from any refunds due with respect to insurance premium payments to the extent related to such insurance policies; (f) except for Purchased Contracts, all capitalized leasespension or profit sharing plans, any trusts established to fund benefits under any employee benefit plan and the assets thereof and, any other benefit or compensation plan, program, contract, policy, agreement or arrangement and the assets thereof, if any, maintained, sponsored or contributed to by Schurz or any Seller, or by any ERISA Affiliate, or with respect to which any of them has any liability or obligation; (g) any shares rights under any non-transferable shrink-wrapped or click-wrapped licenses of capital stock or computer software and any other equity interest non-transferable licenses of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariescomputer software; (h) except as provided in Section 1.1(g), all minute booksrights and claims of any Seller, stock ledgerswhether mature, corporate seals and stock certificates of Sellerscontingent or otherwise, against third parties with respect to the Business, to the extent arising during or attributable to any period prior to the Effective Time (as defined below); (i) all claims of Schurz and Sellers with respect to any Contract that is not an Assigned ContractTax (as defined below) assets (including refunds and prepayments); (j) all Intellectual Property other than the Intangible Property, including all of Schurz’s and each Seller’s rights, title and interest in and to any Lease Intellectual Property that is not an Assigned Leaseexclusively or primarily used nor exclusively or primarily held for use in the Business (including any call letters used in connection with any Other Schurz Business), and all goodwill arising from any of the foregoing; (ki) any refunds Schurz’s and each Seller’s charters or other governance documents, minute books and all books and records relating to the organization, existence or ownership of Taxes paid Schurz and each Seller, (ii) all records, documents, plans and financial records related to the transactions contemplated by Sellers with respect this Agreement, (iii) duplicate copies of all Purchased Documents, (iv) all records relating to a Pre-Closing other Excluded Assets, (v) all personnel files, and (vi) all files, documents, records, Tax Period Returns (as defined below), books of account and other materials to the extent not otherwise reimbursed by Buyer hereunderrelating exclusively or primarily to the Purchased Assets or the operation of the Business; (l) the WSBT Building and all Accounts Receivableother real and personal, tangible and intangible assets of Schurz and each Seller and their Affiliates (as defined below) that are exclusively or primarily used or held exclusively or primarily for use in the operation of the Other Schurz Business; (m) all insurance policies capital stock or other equity securities of Schurz and rights to proceeds thereofSellers, or of subsidiaries of Schurz and Sellers, or their respective Affiliates, and all other equity interests in any entity that are owned beneficially or of record by Schurz, any Seller, or their Affiliates, other than the Business Joint Venture Interests; provided, however, if Market Branson, LLC exercises its right of first refusal, Branson Visitors TV, LLC will be an Excluded Asset; (n) all telephoneintercompany debts, telex and telephone facsimile numbers obligations and other directory listingscontracts, other than telephoneleases, telex agreements and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n)arrangements among Schurz, Sellers or their Affiliates that are not Purchased Contracts; (o) all Permits rights of Schurz and pending applications therefor Sellers under this Agreement, including the right to receive the Purchase Price (as defined below), under any agreement, certificate, instrument or other than those specified document executed and delivered in Section 2.1(ii)(f);connection with this Agreement or the transactions contemplated hereby and under any side agreement between Schurz or any Seller and Buyer entered into on or after the date of this Agreement; and (p) any properties and the assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(iilisted on Schedule 1.2(p); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Documentany.

Excluded Assets. The Acquired Assets Notwithstanding anything to the contrary contained in this Agreement, the following assets ("Excluded Assets") are not intended to and shall not include be sold, assigned, transferred, or conveyed to Buyer hereunder and such assets shall not be deemed Transferred Assets hereunder: 1.2.1. contracts of insurance maintained by or on behalf of Seller and the Transferred Entity and, except as set forth in Article 1.1, all insurance proceeds or claims made by Seller and the Transferred Entity thereunder; 1.2.2. all rights of Seller, Transferred Entity, and Shareholders under this Agreement or any agreement, instrument, or other document entered into in connection herewith or any rights in connection with the transactions contemplated hereby and thereby; 1.2.3. all claims, rights, benefits, and interests arising under or resulting from any Excluded Asset or Excluded Liability; 1.2.4. all refunds, rebates, abatements, or credits for taxes due to Seller, Transferred Entity, or Shareholders relating to periods ending on or prior to the Closing Date that are attributable solely to events occurring on or prior to the Closing Date, or any net operating losses or other tax assets of the following (collectivelySeller, the “Excluded Assets”): (a) the Purchase Price delivered to Sellers pursuant to this AgreementTransferred Entity, or Shareholders; (b) 1.2.5. all Permits of Seller and the Transferred Entity, to the extent the same, or a right to use the same, cannot be transferred to Buyer; and 1.2.6. all cash and cash equivalents, and receivables (whether billed or unbilled, including checksaccounts receivable, commercial paperloans receivable, treasury billsand advances), certificates of deposit and other bank deposits as provided in Exhibit A-1. Without limiting the generality of the Closing Dateforegoing, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (c) the Parties agree that the Excluded Assets shall include, without limitation, all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not assets listed an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction DocumentExhibit A-1 hereto.

Excluded Assets. The Acquired Notwithstanding anything to the contrary herein, the Purchased Assets shall do not include any of the following (collectively, the “Excluded Assets”): 2.2.1 all of Seller’s rights in, to and under all Contracts that are not Assigned Contracts, including (a) any Contract to which Seller is a party that does not pertain to the Purchase Price delivered to Sellers pursuant to this Agreement; Business or the Purchased Assets, (b) all cash each employment agreement (oral or written) between Seller and cash equivalentsits employees, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); (d) subject to Section 7.152.9, all oil extraction equipment described any Contract required to be listed on Schedule 2.2(d3.14.1 that is not included on Schedule 3.14.1 (each, an “Omitted Contract”), and (d) each Contract listed on Schedule 2.2.1 (collectively, the “Excluded Contracts”); (e) all Trade Secrets; (f) all capitalized leases; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into2.2.2 the corporate seals, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all organizational documents, minute books, stock ledgersincome Tax Returns and originals (but not copies) of other Tax Returns and financial books of account, and other records having to do with the corporate seals and stock certificates organization of SellersSeller; (i) 2.2.3 any Contract that is not an Assigned ContractSeller Employee Benefit Plan; (j) any Lease that is 2.2.4 the Authorizations of Seller which cannot an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at or which are otherwise not necessary for the Closingconduct of the Business or for the ownership or use of the Purchased Assets; 2.2.5 the insurance policies of Seller and all rights, but only if benefits or recoveries under such insurance policies; 2.2.6 all of Seller’s rights, claims, credits, causes of action or rights of set-off in respect of (a) claims against third parties or (b) warranties, representations and to the extent that the Qteros Shares are freely assignable guarantees made by suppliers, manufacturers, contractors and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, other third parties in connection with products or services purchased by or furnished to Seller, in each case, arising from or related to the transfer (including efforts to obtain Excluded Assets or the right to freely assign Excluded Liabilities; 2.2.7 all bank and transfer) other depository accounts held by Seller; 2.2.8 all Cash and other Current Assets of Seller, other than the Qteros Shares to BuyerInventory; 2.2.9 all refunds, Buyer shall be responsible for all costs rebates and expensescredits of Taxes, Tax losses, loss and credit carry forwards, and Sellers shall not be required other Tax attributes of Seller (other than with respect to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers Taxes paid by Buyer in advance in cash▇▇▇▇▇); (s) subject 2.2.10 the Transaction Related Communications and Documents; 2.2.11 all intercompany balances or amounts owed to Section 8.9, Seller from an Affiliate of Seller; and 2.2.12 the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Documentassets set forth on Schedule 2.2.12.

Excluded Assets. The Acquired Assets shall not include any Notwithstanding anything in this Agreement to the contrary, the following assets and properties of the following Business are not included in the Purchased Assets and are not being purchased pursuant to this Agreement (collectively, the “"Excluded Assets”"): (a) all real property owned by Sellers or any of their respective Affiliates for operation of (i) the Purchase Price delivered to Sellers pursuant to this AgreementGreen M▇▇▇▇▇▇ Ready Mix Plant in Fort M▇▇▇▇, Florida; (ii) the Auburndale Ready Mix Plant in Auburndale, Florida; (iii) the Taft Ready Mix Plant in Taft, Florida; and (iv) the Miami Ready Mix and Block Plants in Miami, Florida, each, as more specifically described on Schedule 2.3(a) (the "Excluded Real Property"); (b) all cash (other than p▇▇▇▇ cash) and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expensesequivalent investments; (c) all Owned Real Property not listed trade accounts receivable, notes receivable, negotiable instruments and chattel paper arising from the Business and outstanding as of immediately prior to the Effective Time, including any payments received by Sellers with respect thereto on or described after the Effective Time, and any unpaid interest accrued on Schedule 2.1(d) any accounts receivable and not otherwise comprising any portion of the Facilities security or the Office Building (it being understood that it is the intention collateral relating thereto, in each case other than any amounts owed by employees of Sellers (collectively, the "Accounts Receivable"), including all lock boxes to convey to Buyer all real property and interests in real property comprising which any portion account debtors of the Facilities and the Office Building)Seller remit payment; (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d)Intellectual Property other than the Owned Intellectual Property; (e) all Trade Secretsitems listed or described in Section 2.2(g) and Section 2.2(h) that are not assignable pursuant to Applicable Law; (f) all capitalized leasesemployment contracts, employment consulting contracts or other employment advisory agreements with third persons, any collective bargaining agreement (including the Tampa Plant CBA) or other labor contract, and Sellers' Employee Plans (as defined in Section 5.16(c)); (g) any shares of capital stock refunds, rights to refunds, credits, or other equity interest of any Seller prepayments with respect to Taxes paid by Sellers for periods (or any of Sellers’ Subsidiaries portions thereof) ending on, prior to, or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesafter the Effective Time; (h) all minute booksthose certain prepaid expenses and advance payments described on Schedule 2.3(h), stock ledgers, corporate seals and stock certificates of Sellers;which shall be paid by Purchasers to Sellers pursuant to Section 4.15 below; and (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period the assets and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(nproperties set forth on Schedule 2.3(i); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Document.

Excluded Assets. The Acquired Assets shall not include any of the following items or properties of Seller (collectively, the “"Excluded Assets”):"), all of which shall be retained by Seller at the Closing: (a) All of Seller's tangible and intangible assets and properties as of the Purchase Price delivered to Sellers pursuant to this Agreement;Closing Date used principally in connection with Seller's (i) structured cable business, (ii) long distance reseller business (iii) the repair and warranty business located in New Jersey; and (iv) Kure Associates, Inc. cabling business. (b) all cash Cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other interests in bank deposits as accounts and securities excluding cash received after the date of the Closing Date, Balance Sheet in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts respect of accounts receivable included in Pre-Paid Expensesthe Definitive Net Assets Value, which shall be paid to Buyer; (c) all Owned Real Property not listed or described Such of Seller's tangible and intangible assets and properties as of the Closing which are set forth on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building2.2(a);; --------------- (d) subject to Section 7.15The Omaha, all oil extraction equipment described on Schedule 2.2(d)Nebraska facility leased by Parent and partially used by Seller, located at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and the Sioux City, Iowa facility currently leased by Seller, located at ▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇; (e) Subject to Section 9.7 hereof all Trade Secretsbooks and records of Seller other than books and records relating to the conduct of the Business (it being understood that, without limitation, Seller's federal and state tax documentation and work papers, corporate minute books, stock ledger, general books of account and books of original entry that comprise Seller's permanent accounting or tax records constitute Excluded Assets); and, for avoidance of doubt, it is hereby agreed that those books and records possession of which is transferred to Buyer at the Closing are Assets, and those books and records possession of which is not transferred to Buyer at the Closing are Excluded Assets; (f) all capitalized leasesThe intercompany accounts receivable of Seller; (g) any shares of capital stock or other equity Any interest of any the Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries;in Boston Computer Exchange Corporation; and (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and Any rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listingsinformation contained in the Web sites registered with the domain names listed on Schedule 2.1, other than telephone, telex and facsimile numbers specific exclusively information related to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Document.

Excluded Assets. The Acquired Assets shall not include any of Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Sellers (collectively, the “"Excluded Assets”):") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Sellers after the Closing: (a) the Purchase Price delivered all cash, cash equivalents, securities, money on deposit with banks, certificates of deposit and similar instruments and short-term investments and any Accounts Receivable due from any Seller to Sellers pursuant to this Agreementanother Seller or due from any Related Person of any Seller; (b) all cash and cash equivalentsthe Nabors Contract, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of except to the Closing Date, in each case excluding any item described extent otherwise provided in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses2.1(d)(ii); (c) all Owned Real Property not listed or described on Schedule 2.1(d) minute books, stock Records and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)corporate seals; (d) subject those rights relating to Section 7.15earned customer deposits and prepaid expenses and claims for refunds and rights to offset in respect thereof, all oil extraction equipment described on Schedule to the extent listed in Section 2.2(d)) of the Seller Disclosure Schedules; (e) all Trade Secretsinsurance policies and rights thereunder and all insurance benefits, including rights and proceeds, arising from or relating to the Assets and the Assumed Liabilities prior to the Effective Time; (f) all capitalized leasesclaims for refund or credit of Taxes and other governmental charges of whatever nature to the extent relating to a period ending prior to the Closing Date; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesall Governmental Authorizations that are not transferable; (h) all minute booksrights of Sellers under this Agreement, stock ledgersthe ▇▇▇▇ of Sale, corporate seals Assignment and stock certificates of SellersAssumption Agreement and the other Transaction Agreements; (i) all claims of any Contract that is not an Assigned ContractSeller against Third Parties relating to either Business or the Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Section 2.2(i) of the Seller Disclosure Schedules, except to the extent such claims relate to Assumed Liabilities; (j) any Lease that is not an Assigned Lease;the Accounts Receivable listed in Section 2.2(j) of the Seller Disclosure Schedules; and (k) any refunds artwork which belongs to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ located at the executive offices of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephoneCanadian Seller in Calgary, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified Alberta as listed in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer2.2(k) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction DocumentSeller Disclosure Schedules.

Excluded Assets. The Acquired Assets shall not include any of Notwithstanding the foregoing, the following assets, properties, rights, titles and interests are expressly excluded from the purchase and sale contemplated hereby (collectively, the “Excluded Assets”): ) and, as such, are not included in the Purchased Assets: (ai) all of Seller’s cash, cash equivalents and marketable securities (other than cash to cover checks written on bank accounts of Seller prior to the Purchase Price delivered Closing Date which have not cleared as of the date hereof); (ii) all right, title and interest in and to Sellers all deposit and other bank accounts, except as set forth in Item 4 on Annex A; (iii) all right, title and interest to and under any agreement with any employee of Seller (other than Seller’s standard confidentiality agreement for employees); (iv) all right, title and interest to and under the Contracts listed on Schedule 1.1(b)(iv) (the “Excluded Contracts”); (v) all Equity Securities of Seller; (vi) all of Seller’s insurance policies; (vii) Seller’s organizational documents, qualifications to conduct business as a foreign limited liability company, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, equity transfer books and other documents relating to the organization, maintenance and existence of Seller as a limited liability company or other legal entity; (viii) all Tax assets, including Seller’s claims for and rights to receive Tax refunds, and Tax returns of Seller and any notes, worksheets, files or documents relating thereto; (ix) Seller’s rights under or pursuant to this Agreement and the Disclosure Schedules attached hereto and any other agreements entered into by Seller pursuant to this Agreement; , including, without limitation, the Escrow Agreement; (bx) all cash and cash equivalentsclaims, deposits, prepayments, advances (including checksemployee advances), commercial paperwarranties, treasury billsguarantees, certificates refunds, causes of deposit and other bank deposits as action, rights of the Closing Daterecovery, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Preinsurance proceeds, condemnation proceeds, rights of set-Paid Expenses; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies off and rights to proceeds thereof; (n) all telephone, telex of recoupment of every kind and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and nature to the extent that the Qteros Shares are freely assignable and transferable at the Closing relating to any Excluded Assets or Excluded Liabilities, including, without limitation, any Escrow Funds payable to Seller pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirementsthe Escrow Agreement; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (IIxi) the Qteros Shares are not freely assignable all rights and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) interests of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make Seller under any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction DocumentSeller Benefit Plan.

Excluded Assets. The Acquired It is expressly understood and agreed that the Assets shall not include any of the following (collectively, the “"Excluded Assets”"): (a) the Purchase Price delivered to Sellers pursuant to this AgreementThe Retained Franchises; (b) all cash and cash equivalentsThe assets primarily relating to the Retained Business, including checkswithout limitation, commercial paperall contracts and agreements, treasury bills, certificates of deposit leases and other bank rental agreements, deposits and prepaid expenses, Equipment and related warranties and guaranties, Inventory, mailing lists, promotional and advertising material, customer lists and customer information, licenses, permits and franchises, security deposits and bonds, claims against others, and goodwill and going concern value, in each case, primarily relating to the Retained Business; (c) Cash, Cash Equivalents and marketable securities owned or held by the Sellers; (d) The life insurance policies on any of the Sellers' executive officers or equity owners and all other policies of insurance insuring the Sellers; (e) The proceeds to be received by the Companies upon consummation of the transactions contemplated hereby; (f) All accounts receivable, notes receivable and other receivables (including related party receivables) of the Sellers (whether or not billed); (g) Any federal, state or municipal Tax refunds or overpayments attributable to taxable periods (or portions thereof) ending on or prior to the Effective Date; (h) All furniture, art work, fixtures, furnishings, telephones, office supplies and leasehold improvements located at Sellers' headquarters located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Sellers' Headquarters"); (i) All Equipment in Sellers' Headquarters listed in Schedule 2.2(i); (j) The items of tangible personal property listed in Schedule 2.2(j); (k) 23% of each item in the Central Inventory as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts ReceivableThe capital stock, including treasury shares, of each Seller; (m) all insurance policies The books, records and rights files of the Sellers not primarily related to proceeds thereofthe conduct of the Transferred Business, including without limitation, income tax and other tax records not primarily related to the conduct of the Transferred Business; (n) all telephone, telex The equity interests in Bubs Wings L.L.C. and telephone facsimile numbers Cuida and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included fractional interest in Acquired Assets pursuant to Section 2.1(n)any airplane; (o) all Permits The corporate name of WWG, the federal trademark registration for THINLINE and pending applications therefor other than those specified Design and Sellers' intellectual property rights in Section 2.1(ii)(fthe software and related licenses, if any, listed on Schedule 2.2(o); (p) any properties The corporate minute books and assets stock transfer books of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii);each Seller; and (q) all Excluded Deposits;Any agreement, contract, arrangement or transaction to which any Affiliate of any Seller is a party; and (r) shares of capital stock of Qteros (formerly SunEthanolAny other contract or agreement listed in Schedule 4.1(f)(i) owned by Sellers (the “Qteros Shares”which is not listed in either Schedule 2.1(b) or Schedule 2.1(c); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Document.

Excluded Assets. The Acquired Assets shall not include any of Buyer expressly understands and agrees that the following assets and properties of Seller (collectively, the “Excluded Assets”):) shall be excluded from the Purchased Assets: (a) the Purchase Price delivered to Sellers pursuant to and Seller’s rights under this AgreementAgreement and the Ancillary Agreements; (b) all cash except as otherwise specifically provided in Section 2.01(i) and cash equivalentsSection 2.01(k), including checksarticles of incorporation, commercial papercorporate seals, treasury billsminute books, certificates of deposit capital stock books and other bank deposits as corporate or comparable organizational records (“Organizational Documents”) having to do with the organization and capitalization of the Closing DateSeller and all income Tax Returns and other records; provided, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenseshowever, that copies of AAX’s Tax Returns shall be provided to Buyer at Closing, if such copies have not been previously provided to Buyer; (c) all Owned Real Property not listed accounts, notes and other receivables used by Seller or described on Schedule 2.1(d) and not otherwise comprising any portion of held by Seller for use in connection with the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)Business; (d) subject all of Seller’s insurance policies, and all of Seller’s contracts, credits, reserves and other sources of funding with respect to Section 7.15, all oil extraction equipment described on Schedule 2.2(d)any Seller Employee Plans; (e) except as otherwise specifically provided in Section 2.01(h), all Trade Secretsemployment, severance and change in control agreements to which Seller is a party; (f) except for the Lease, all capitalized leasesreal property and leases and subleases of, and other interests in real property used by Seller or held by Seller for use in connection with the Business, in each case, together with all buildings, fixtures and improvements erected thereon (the “Real Property”); (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible intoSeller’s bank accounts, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariescash, cash equivalents and investments; (h) all minute bookslicenses, stock ledgerspermits or other governmental authorizations affecting, corporate seals or relating in any way to, the Business and stock certificates of Sellerswhich are not lawfully transferable; (i) all of Seller’s rights, claims, credits, causes of action or rights of set-off against third parties relating to the Business, including, without limitation, unliquidated rights under manufacturers’ and vendors’ warranties, to the extent that any Contract that is not an Assigned Contractof the foregoing are related to the Excluded Liabilities; (j) all proceeds received by Seller (including any Lease judgments, indemnity payments, amounts received in settlement and payment under any insurance policies) in respect of any Action relating to the Business to which any Seller is a party in any capacity that is not an Assigned Leasebased upon or arises out of any event, dispute or other occurrence prior to the Closing Date, to the extent that any of the foregoing are related to the Excluded Liabilities; (k) all monies and other proceeds from the sale or other disposition of any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunderExcluded Assets; (l) all Accounts ReceivableIntellectual Property of Seller other than the Business Intellectual Property; (m) all insurance policies and rights to proceeds thereofContracts of Seller, Seller Parent or their Affiliates other than the Assumed Contracts; (n) all telephone, telex the assets listed or described in Schedule 2.02(n); and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection goodwill associated with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction DocumentExcluded Assets.

Excluded Assets. The Acquired properties, assets and rights of Sellers described below are expressly excluded from the transactions contemplated by this Agreement and are not included in the Purchased Assets shall not include any of the following (collectively, the “Excluded Assets”): (a) all cash, cash equivalents, bank deposits or similar cash items of the Purchase Price delivered to Sellers pursuant to this AgreementSellers; (b) all cash and cash equivalentsaccounts receivable, including checks, commercial paper, treasury bills, certificates of deposit notes receivable and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expensesreceivables; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities real, personal, tangible (including inventory and Furniture and Equipment) or the Office Building intangible (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising including intellectual property) property, contract, lease or other rights or other assets owned, used or held for use at any portion of the Facilities and locations identified in Schedule 2.2(c) hereto (the Office Building“GOB Locations”), unless such property or assets are also used or held for use in the Business outside of the GOB Locations; (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d)Owned Real Property; (e) all Trade Secretsof the Sellers’ prepaid charges and expenses paid in connection with or relating to any Excluded Assets; (f) all capitalized leasesdeposits (including security deposits for rent, electricity, telephone or otherwise and GECC credit card holdback payments) ; (g) any shares of capital stock or all Contracts other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesthan the Assumed Contracts; (h) all minute books, stock ledgers, corporate seals ledgers and stock certificates of Sellersany Seller; (i) all personnel records of any Contract Employees that is are not an Assigned ContractTransferred Employees; (j) any Lease that is not an Assigned Leaseall Permits used in respect of the GOB Locations, unless such Permits are also used or held for use in the Business outside of the GOB Locations; (k) any refunds equity interest in any of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunderthe Sellers; (l) all Accounts Receivabledocuments relating to proposals to acquire the Business by Persons other than Purchaser; (m) all insurance policies claims, rights, interests and rights proceeds with respect to proceeds thereof(i) Tax refunds, rebates, abatement or other recovery relating to Sellers’ assets or the conduct of the Business for, or attributable to, the Pre-Closing Period and (ii) Taxes refunds, rebates, abatement or other recovery not relating to the Purchased Assets; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of the Sellers under this Agreement against third parties (i) relating to assets, properties, business or operations of the Sellers arising out of events occurring on or prior to the Closing Date, including insurance proceeds arising therefrom (but not including any insurance proceeds to which Purchaser or any Affiliate of Purchaser is otherwise entitled), unpaid construction allowances from landlords under the real estate leases for the GOB Locations, and employee loans, (ii) to the extent any such claim relates to an Excluded Asset or Retained Liability, (iii) against any third-party insurance, reinsurance, bonding or other Transaction Documentsimilar company providing insurance to Sellers and (iv) any Chapter 5 claims under the Bankruptcy Code (other than any rights, claims or causes of action in respect of any past infringement of the Purchased Intellectual Property).

Excluded Assets. The Acquired Assets shall not include any of Notwithstanding the foregoing, the following assets (collectively, the “Excluded Assets”):) are not part of the conveyance contemplated by this Agreement, are excluded from the Acquired Assets and will remain the property of the respective Seller after the Closings: (a) all accounts receivables of such Seller, all billed and unbilled work in process arising from the Purchase Price delivered Business and all claims, contract rights and judgments relating thereto or against other third parties, including but not limited to, all of such Seller’s rights to Sellers pursuant to this Agreementany proofs of claim filed against account debtors (the “Accounts Receivable”); (b) all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits Cash as of the First Closing Date and the Second Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (c) all Owned Real Property not listed or described Contracts set forth on Schedule 2.1(d2.2(c) and not otherwise comprising any portion of (the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building“Excluded Contracts”); (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d)Employee Benefit Plans; (e) all Trade Secretsequity interests in such Seller or any subsidiary of such Seller; (f) all capitalized leasesthe Organizational Documents, minute books, books of account or other records having to do with the organization of such Seller; (g) all of such Seller’s federal, state, and local income Tax Returns and records (provided that such Parent has made available copies of such Tax Returns and records to Purchaser prior to the Closings) and any shares rights to Tax refunds for periods prior to First Closing or the Second Closing, including without limitation any rights to Employee Retention Tax Credits of capital stock the Sellers or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ SubsidiariesParent; (h) all minute books, stock ledgers, corporate seals personnel files and stock certificates payroll records related to employees of Sellerssuch Seller who are not Transferred Employees; (i) such Seller’s rights, claims and counterclaims of any Contract that is not an Assigned Contractkind and nature against any Person as to the Excluded Assets and Retained Liabilities; (j) any Lease that is not an Assigned Leasethe rights of such Seller under this Agreement and the Ancillary Agreements; (k) any refunds capital equipment used exclusively by the accounting team, the revenue cycle management team and the leadership team of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder;such Seller; and (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(nassets set forth on Schedule 2.2(l); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Document.

Excluded Assets. The Acquired Assets shall not include any of the following (collectively, the “Excluded Assets”): (a) the Purchase Price delivered to Sellers pursuant to this Agreement; (b) all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall constitute or be construed as requiring Seller to sell, assign, convey, transfer or deliver, and neither PECO nor PSEG shall be entitled to purchase or acquire, any right, title or interest in, to or under the following assets and properties which are associated with the Purchased Assets, but which are hereby specifically excluded from the definition of Purchased Assets (collectively, the "Excluded Assets"): (a) All certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, and interests in joint ventures, partnerships, limited liability companies and other entities, including account balances under Seller's Insurance Policies and the right, title and interest of Seller in, to and under account balances held by ▇▇▇▇ under Buyers' Insurance Policies, but excluding such assets comprising the Decommissioning Funds; (b) All Seller's Insurance Policies and the right, title and interest of Seller in, to and under account balances held by ▇▇▇▇ under Buyers' Insurance Policies; (c) All cash, cash equivalents, bank deposits, accounts and notes receivable (trade or otherwise), and prepaid expenses, including premiums and account balances under Seller's Insurance Policies and the right, title and interest of Seller in, to and under account balances held by ▇▇▇▇ under Buyers' Insurance Policies, and any income, sales, payroll or other Tax receivables (in each case, whether held by Seller or any third party, including Buyers under the Owners Agreement), but excluding such assets comprising the Decommissioning Funds; (d) The right, title and interest of Seller in, to and under all intellectual property, including the names "Delmarva Power & Light Company", "DP&L" or any derivation thereof, as well as any related or similar name, or any other trade names, trademarks, service marks, corporate names and logos, or any part, derivation, colorable imitation or combination thereof; (e) All tariffs, agreements and arrangements with Persons other than Buyers to which Seller is a party for the purchase or sale of electric capacity or energy, or for the purchase of transmission, distribution or ancillary services; (f) Other than with respect to the Decommissioning Funds, all Tax refunds or credits (including refunds or credits of real property Taxes paid or due with respect to the Peach Bottom Station or any related Real Property), which refunds or credits are owed to Seller with respect to periods prior to the Closing Date, whether directly or indirectly, under the Owners Agreement or otherwise regardless of when actually paid (which refunds or credits shall be net to Seller of all reasonable out-of-pocket costs and expenses (including legal fees) incurred by Buyers in connection with obtaining the portion of such Tax refund or credit owed to Seller); (g) The minute books, stock transfer books, corporate seal and other corporate records of Seller; (including efforts h) The right, title and interest of Seller in, to obtain and under all contracts, agreements, arrangements, licenses and leases of any nature, other than the Seller's Agreements; (i) All other assets and properties owned or leased by Seller which are not used and necessary for the operation of the Peach Bottom Station or any portion thereof; (j) All claims of Seller relating to or pertaining to any refund or credit received on or after the Closing Date by PECO, as operator of the Peach Bottom Station, or its successors or permitted assigns, of all or any part of Department of Energy Decommissioning and Decontamination Fees for which Seller is or was liable; provided that Seller shall not have any right to freely assign and transfer) of the Qteros Shares to Buyerpursue such claims separately, Buyer but shall be responsible for entitled to pursue such claims solely by joint action with PECO and any other interested parties approved by Buyers, such action to be controlled by PECO in its sole discretion; provided, also that if PECO shall receive any such refund or credit on or after the Closing Date of all costs or any part of such Department of Energy Decommissioning and expensesDecontamination Fees, and Sellers Seller's claim to a portion of such refund shall not be required limited to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure refund or obligation are credit multiplied by a fraction, (i) the numerator of which is the amount of Decommissioning and Decontamination Fees with respect to the Peach Bottom Station paid by Seller or on Seller's behalf, and (ii) the denominator of which is the amount of Decommissioning and Decontamination Fees with respect to the Peach Bottom Station paid by all of the parties to the Owners Agreement or on their behalf; and provided, further, that the aforesaid claims shall constitute Excluded Assets (rather than Purchased Assets) after the Closing only if Seller shall continue to pay after the Closing its proportionate share of the costs and expenses (including reasonable legal fees) of pursuing any such claims (but not provided Department of Energy Decommissioning and Decontamination Fees), such proportionate share to Sellers by Buyer be determined as if Seller had not transferred its rights, title and interests in advance in cash; (s) subject and to Section 8.9, the Avoidance ActionsPurchased Assets to Buyers; and (tk) any rightsThe right, claims or causes title and interest of action of Sellers Seller in, to and under this Agreement, the Collateral Agreement or any other Transaction Documentand the Additional Agreements.

Excluded Assets. The Acquired Assets shall not include any of Notwithstanding Section 2.1, the following assets (collectively, the “Excluded Assets”):) are retained by Seller and the Asset Subsidiaries and are not included in the Assets: (a) all cash (other than ▇▇▇▇▇ cash located at the Purchase Price delivered to Sellers pursuant to this AgreementReal Property), cash equivalents, marketable securities and bank accounts; (b) all cash trade and cash equivalentsother accounts receivable, including checks, commercial paper, treasury bills, certificates those that are owed by Seller or any Subsidiary or Affiliate of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid ExpensesSeller; (c) all Owned Real Property intellectual property owned, licensed or used by Seller or any Asset Subsidiary that is not listed or described on Schedule 2.1(dused exclusively in the conduct of the Business, including, but not limited to: (i) the trade names and trademarks “Visteon” and “Visteon Corporation” (“Visteon Marks”) and not otherwise comprising any portion other trade names, trademarks, corporate names and logos incorporating in any way these names; and (ii) the Proprietary Rights listed on Section 2.2(c)(ii) of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)Disclosure Schedule; (d) subject (i) all claims, proceedings, rights of action and defenses under Chapter 5 of the Title 11 of the United States Code that derive from or were originated as a result of Seller’s Chapter 11 bankruptcy reorganization filed on May 25, 2009, and (ii) all claims and rights relating to Section 7.15, all oil extraction equipment described on Schedule 2.2(d)any of the Excluded Assets or the Retained Liabilities; (e) all Trade Secretsassets that have been transferred or disposed of by Seller or any Asset Subsidiary prior to the Closing Date in transactions permitted by this Agreement, including Section 7.1; (f) all capitalized leasesrights to the refund of any Tax paid by Seller or any Asset Subsidiary prior to the Closing Date; (g) all agreements, contracts and commitments of Seller, any shares Stock Selling Subsidiary, Asset Subsidiary or member of capital stock or the Stock Group other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesthan the Contracts; (h) copies or originals, as the case may be, of all minute booksbooks and records that Seller, stock ledgers, corporate seals and stock certificates of Sellersthe Stock Selling Subsidiaries or the Asset Subsidiaries are required by the applicable Laws to retain in their possession; (i) all Employee Benefit Plans that are not Assumed Employee Benefit Plans, including all assets held by or on behalf of Seller, any Contract that is not an Assigned Contract;Asset Subsidiary or such Employee Benefit Plans in trust, reserve or otherwise to fund, and all insurance policies funding, any of the liabilities under such Employee Benefit Plans; and (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to assets identified on Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer2.2(j) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction DocumentDisclosure Schedule as Excluded Assets.

Excluded Assets. The Acquired Assets shall Seller will retain ownership of, and the Buyer not include any of purchase at the Closing only the following assets (collectively, the “Excluded Assets”): (ai) the Purchase Price delivered to Sellers pursuant to this Agreement; (b) all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits equivalents held by the Seller as of the Closing Date, in each case excluding any item described Date (as defined in Section 2.1(ii)(m3.1 hereof) including, without limitation, all amounts which, as of the Closing Date are represented by checks and other instruments on deposit in any of the lockbox and other accounts which are included among the Purchased Assets under clause (vi) of Section 1.1, whether or not such checks or other instruments have been honored or have been cleared as of the Closing Date but expressly excluding cash which represents the proceeds of any deposit amounts included insurance claim paid under any property or casualty insurance policy in Pre-Paid Expensesrespect of any damage suffered or loss incurred with respect to the Purchased Assets between the date hereof and the Closing Date; (cii) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion the intercompany accounts receivable due as of the Facilities or Closing Date from the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)Seller’s Affiliates; (da) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases; (g) any shares for purposes of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection “Affiliate” shall mean any other Person that, either directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person any other Person that, either directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person or organization controlled by, controlling, or under common control with the transfer Seller; and “Person” shall mean any individual, corporation (including efforts any not-for-profit corporation), partnership, limited liability partnership, joint venture, estate, trust, firm, company (including any limited liability company or joint stock company), association, organization, entity, Governmental Authority, or any syndicate or group that would be deemed to obtain the right to freely assign and transferbe a Person under Section 13(d)(3) of the Qteros Shares to BuyerSecurities Exchange Act of 1934, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cashas amended; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Document.

Excluded Assets. The Acquired Station Assets shall not include any of the following (collectively, the “Excluded Assets”):following: (a) All cash, cash equivalents or similar investments such as certificates of deposit, treasury bills and other marketable securities on hand and/or in banks, deposits or prepaid expenses of Seller; (b) All accounts receivable of Seller; (c) Any insurance policies, promissory notes, amounts due from employees, bonds, letters of credit, certificates of deposit, or other similar items, and any cash surrender value in regard thereto; (d) Any pension, profit-sharing or cash or deferred (section 401(k)) plans and trust and assets thereof, and any other employee benefit plan or arrangement and the Purchase Price delivered assets thereof of Seller; (e) Duplicate copies of such records as may be necessary to Sellers pursuant enable Seller to prepare and file tax returns and reports, all original financial statements and supporting materials, all books and records that Seller is required by law to retain, and all records of Seller relating to the sale of the Station Assets; (f) Any interest in and to any refunds of federal, state or local franchise, income or other taxes for periods prior to the Closing; (g) All tangible and intangible personal property disposed of or consumed between the date of this Agreement and the Closing, as permitted under this Agreement; (bh) all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and Any other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (c) all Owned Real Property not listed or described assets identified on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building1.3(h); (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is The account books of original entry and general ledgers and all limited partnership and limited liability company records of the Seller, including, but not an Assigned Contractlimited to, tax returns and transfer books; (j) any Lease that is All of Seller's right, title and interest in and to the agreements with advertisers to broadcast commercial messages on the Station which have not an Assigned Leasebeen performed as of the Closing; (k) any refunds Those agreements and arrangements for the exchange of Taxes paid by Sellers with respect to a Pre-advertising time for consideration other than money which remain in effect and unfulfilled as of the Closing Tax Period and not otherwise reimbursed by Buyer hereunder;Date ("Barter Obligations"); and (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to Assets not used by Seller in the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets operation of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction DocumentStation.

Excluded Assets. The Acquired Assets shall not include any of Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Sellers (collectively, the “Excluded Assets”):) are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall remain the property of Sellers after the Closing: (a) the Purchase Price delivered to Sellers pursuant to this Agreementall cash, cash equivalents, and short-term investments; (b) all cash Accounts Receivable other than the International Accounts Receivable and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid ExpensesAcquired Domestic Accounts Receivable; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities capital stock and other equity interests of BDI and BSI that are owned by BSML or the Office Building (it being understood that it is the intention any Subsidiary of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)BSML; (d) subject to Section 7.15, all oil extraction equipment of the Contracts of Sellers listed or described on Schedule 2.2(d)Exhibit B; (e) all Trade Secretspersonnel Records and other Records that Sellers are required by law to retain in their possession, and all data and Records (in electronic and written form) exclusively relating to the operation of the Spa Business or which are general, administrative and accounting records that relate to the overall business of BSML and not specifically to the Associated Center Business; (f) all capitalized leasesclaims for refund of Taxes and other governmental charges of whatever nature; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesall Employee Plans and all rights in connection therewith and assets thereof; (h) all minute books, stock ledgers, corporate seals rights of Sellers under this Agreement and stock certificates of Sellersthe Assumption Agreement; (i) any Contract that is not an Assigned Contractthe Tangible Personal Property and Inventory set forth on Exhibit B; (j) any Lease that is not an Assigned Leasethe rights and assets used by Sellers to manufacture and use the Magic Mirror product (including source code and object code for all proprietary Software, manufacturing contracts, manufacturing specifications, trademark licenses and tooling); (k) any refunds of Taxes paid by Sellers with respect to information for persons from (i) BSML’s email Respondent Non Buyer database and (ii) BSML’s direct mail Respondent Non Buyer database for the zip codes within a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder25 mile radius around each existing BSML spa center; (l) all Accounts Receivable;Proprietary Rights consisting of shrink-wrap, readily available commercial software and software and programs listed on Exhibit B to be retained by Sellers; and (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and the other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties property and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation expressly designated on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Document.Exhibit B.

Excluded Assets. The Acquired Assets shall Nothing in this Agreement will constitute or be construed as conferring on Purchaser, and Purchaser is not include acquiring, any of right, title or interest in or to the following (collectivelythe "EXCLUDED ASSETS"), except to the “Excluded extent Seller owns an interest in such assets as a tenant in common with the other Facilities Owners or the other Facilities Switchyard Owners, in which event such interests in such assets are Assets”):: (a) the Purchase Price delivered to Sellers pursuant to this Agreementassets listed or described on SCHEDULE 2.3(a) "Schedule of Excluded Assets", which are associated with the Assets but are specifically excluded from the sale; (b) all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, and interests in joint ventures, partnerships, limited liability companies and other bank deposits as of entities, except the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expensesassets comprising the Decommissioning Funds; (c) all Owned Real Property not listed cash, cash equivalents, bank deposits, accounts and notes receivable (trade or described otherwise), except for (i) such assets on Schedule 2.1(d) and not otherwise comprising any portion of deposit with, or under the control of, the Operating Agent or the Facilities or Switchyard Operating Agent and (ii) the Office Building (it being understood that it is assets comprising the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)Decommissioning Fund; (d) subject any and all data and information pertaining to Section 7.15, all oil extraction equipment described on Schedule 2.2(d)customers of Seller or its Affiliates; (e) rights in, to and under all Trade Secretsagreements and arrangements of any nature which are not assigned to the Purchaser under the terms of this Agreement; (f) all capitalized leasestrade accounts receivable and all notes, bonds and other evidences of indebtedness of and rights to receive payments arising out of sales of energy from the Facilities prior to the Closing and the security arrangements, if any, related thereto, including any rights with respect to any third party collection procedures or any other actions or proceedings which have been commenced in connection therewith; (g) any shares of capital stock or other equity interest of any Seller rights arising under this Agreement or any of Sellers’ Subsidiaries instrument or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesdocument executed and delivered pursuant to the terms hereof; (h) any and all minute books, stock ledgers, corporate seals books and stock certificates of Sellersrecords not described in SECTION 2.1(i) or SECTION 2.2; (i) claims, choses in action, rights of recovery, rights of set-off, rights to refunds and similar rights, including but not limited to rights under any Contract insurance policy or refunds of Taxes, relating to or arising out of the period prior to Closing (i) that do not arise from events, circumstances, occurrences or conditions that create a liability for which Purchaser is not responsible hereunder as an Assigned ContractAssumed Liability, and (ii) in respect of which Seller has incurred out-of-pocket costs or losses on the basis of which such claim, choses in action, rights of recovery, rights of set-off, rights to refunds or similar rights may be asserted but only to the extent of such costs and losses incurred prior to Closing ("EXCLUDED CLAIMS") (see SCHEDULE 2.3(i) for examples of Excluded Claims); (j) subject to the proviso of SECTION 2.1(i) and to SECTION 2.2, all privileged or proprietary materials, documents, information, media, methods and processes not owned by the Facilities Owners in common or by the Operating Agent as agent for the Facilities Owners or by the Facilities Switchyard Owners in common or by the Facilities Switchyard Operating Agent as agent for the Facilities Switchyard Owners, and any Lease and all rights to use the same, including, without limitation, intangible assets of an intellectual property nature such as trademarks, service marks and trade names (whether or not registered), computer software that is not an Assigned Leaseproprietary to Seller, or the use of which under the pertinent license therefor is limited to operation by Seller or its Affiliates or on equipment owned by Seller or its Affiliates; (k) the right to receive mail and other communications relating to any refunds of Taxes paid the Excluded Assets or Excluded Liabilities, all of which mail and other communications shall be promptly forwarded by Sellers with respect Purchaser to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunderSeller; (l) subject to SECTION 3.6, claims relating to or pertaining to any refund or credit after the Closing Date of all Accounts Receivableor any part of Department of Energy Decommissioning and Decontamination Fees paid by Seller in respect of the Facilities; (m) Seller's notional account balance at N▇▇▇ attributable to N▇▇▇ Primary Policy coverage and N▇▇▇ Excess Policy coverage at the Facilities, and all insurance policies and rights to proceeds thereofpolicyholder distributions in the future in respect of same; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to properties of Seller that are not used primarily in the Facilities and included in Acquired Assets pursuant to Section 2.1(n);ownership or operation of the Assets; and (o) all Permits any asset the cost of which was paid by Seller and pending applications therefor not by any other than those specified in Section 2.1(ii)(f); Facilities Switchyard Owner that is used for the interconnection of Seller's D▇▇▇▇▇-▇▇▇▇ Verde transmission line to the Facilities Switchyard. At any time or from time to time, up to ninety (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (1090) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at following the Closing, any and all of the Excluded Assets may be an Acquired Asset removed from the Facilities and the Facilities Switchyard by the Seller (at no expense to the Purchaser, but without charge by the Purchaser for temporary storage), provided that Seller shall be transferred to Buyer do so in a manner that does not unduly or unnecessarily disrupt normal business activities at the ClosingFacilities and the Facilities Switchyard, but only if and provided further that Excluded Assets may be retained at the Facilities and the Facilities Switchyard to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further thatpermitted by easements, licenses, agreements or similar arrangements in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) favor of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction DocumentSeller.

Excluded Assets. The Acquired Assets shall Seller and its Affiliates will retain and not include any of Transfer, and the Buyer will not purchase or acquire, the following assets (collectively, the “Excluded Assets”): (a) the Purchase Price delivered to Sellers pursuant to this AgreementThe assets listed on Schedule 1.2(a); (b) all The rights of the Seller and its Affiliates under, and the funds and other property held in trust or under any funding vehicle with respect to, any of the Plans; (c) All cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of than ▇▇▇▇▇ cash held at the Facilities on the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); (d) subject All rights and incidents of interest of, and benefits accruing to, the Seller and its Affiliates in and to Section 7.15, all oil extraction equipment described on Schedule 2.2(d)any Contracts of the Seller other than the Assumed Contracts; (e) all Trade SecretsAll assets owned or leased by Seller and its Affiliates at its locations in Jamestown, Rhode Island, Linden, New Jersey, Sparks, Nevada and Baltimore, Maryland; (f) all capitalized leasesAll of Seller’s and its Affiliates’ books, records, manuals and other materials (in any form or medium), advertising matter, catalogues, price lists, correspondence, mailing lists, lists of customers, distribution lists, photographs, production data, sales and promotional materials and records, purchasing materials and records, personnel records, manufacturing and quality control records and procedures, specifications, engineering data, equipment manuals, test data, blueprints, research and development files, records, data and laboratory books, Intellectual Property disclosures, media materials, accounting records, sales order files and litigation files that, in each case, do not relate to the Business or that relate to the Seller’s corporate-wide functions; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries;The Intellectual Property licensed to the Buyer pursuant to the License Agreement (the “Licensed IP”); and (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (iThe Intellectual Property set forth on Schedule 1.2(h) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros SharesExcluded Non-Licensed IP”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Document.

Excluded Assets. The Acquired Assets Anything herein to the contrary notwithstanding, Buyer shall not include acquire any of interest in the following assets of Seller or Parent (whether or not Primarily Used in the Business), all of which shall be retained by Seller or Parent, as applicable (collectively, the “"Excluded Assets”):") and shall be excluded from the definition of Acquired Assets: (a) the Purchase Price delivered to Sellers pursuant to this Agreementall real property, whether owned or leased; (b) all the cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit bank accounts and other bank deposits as depository accounts of Seller, Parent and the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid ExpensesBusiness; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion accounts receivable outstanding as of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)Closing Date; (d) subject to Section 7.15all equipment, all oil extraction other than the equipment described listed on Schedule 2.2(d2.01(b)(xiii); (e) all Trade Secretsbooks, records and marketing materials of Seller and/or Parent not constituting Records solely related to the Products, the Acquired Assets or the Business; provided that Buyer shall be entitled to receive photocopies of all other Records Primarily Used in the Business; (f) all capitalized leasesContracts that are not Assumed Contracts; (g) any shares all Intellectual Property of capital stock Parent or Seller that is the subject of the licenses granted under and pursuant to the License Agreement or the Sublicense Agreement except to the extent of the licenses granted to Buyer therein and all other equity interest Intellectual Property of any Parent or Seller or any of Sellers’ Subsidiaries or any securities convertible intoidentified as an Excluded Asset set forth in Schedule 2.02(g) (collectively, exchangeable or exercisable for shares of capital stock or other equity interest of any "Retained Seller or any of Sellers’ SubsidiariesIntellectual Property"); (h) all minute booksrights in connection with, stock ledgersand assets held with respect to, corporate seals any Benefit Plans and stock certificates of Sellersmaintained by any Seller, Parent or any Seller Affiliate, except for those independent contractor agreements constituting Assumed Contracts hereunder and identified in Schedule 2.01(b)(x); (i) any Contract that is not an Assigned Contractall employment and consulting agreements and all personnel records and other records relating to the employees of the Business, except for those consulting agreements constituting Assumed Contracts hereunder and identified in Schedule 2.01(b)(x); (j) any Lease that is not an Assigned Leaseall insurance policies, including the Business Insurance Policies; (k) any refunds capital stock of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunderany Affiliate of Seller or Parent; (l) all Accounts Receivablerights of Seller and Parent under this Agreement, including the proceeds of the sale contemplated herein and other payments to Seller contemplated hereby (or under any other agreement between Seller and Buyer); (m) all insurance policies Tax refunds and rights Tax deposits of Seller and Parent with respect to proceeds thereofthe Acquired Assets and the Business for any taxable period ending on or prior to the Closing Date; (n) all telephoneprepaid expenses, telex and telephone facsimile numbers credits, deferred charges, advance payments, deposits and other directory listingsprepaid items of Seller and Parent, other than telephone, telex and facsimile numbers specific exclusively to the Facilities extent solely related to any Excluded Asset and, in each case, any and included in Acquired Assets pursuant to Section 2.1(n);all rights relating thereto; and (o) all Permits other assets and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties of Seller and assets of the Company Parent not Primarily Used or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held Held for use exclusively Primary Use in the Business, other than including those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset assets and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation properties set forth on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction DocumentSchedule 2.02.

Excluded Assets. The Acquired Assets shall not include any of the following (collectively, the “Excluded Assets”): (a) the Purchase Price delivered to Sellers pursuant to this Agreement; (b) all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding Notwithstanding anything to the contrary in this Agreement, nothing in connection this Agreement shall be construed as conferring on Buyer, and Buyer is not acquiring, any right, title or interest in or to the following specific assets which are associated with the transfer NMP-1 Assets, but which are hereby specifically excluded from the sale and the definition of NMP-1 Assets herein (including efforts the "Excluded Assets"): (a) Except as expressly identified in Schedule 4.13(b) or the Interconnection Agreement, the electrical transmission or distribution facilities (as opposed to obtain the right to freely assign and transfergeneration facilities) of Seller or any of its Affiliates located at the Qteros Shares Site or forming part of the Facilities (whether or not regarded as a "transmission" or "generation" asset for regulatory or accounting purposes), including all switchyard facilities, substation facilities and support equipment, as well as all permits, contracts and warranties, to Buyerthe extent they relate to such transmission and distribution assets (collectively, Buyer shall be responsible for all costs and expensesthe "Transmission Assets"), and Sellers shall not be required to make any expenditure or incur any obligation those assets, facilities and agreements identified on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cashSchedule 2(a); (sb) subject Certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, and interests in joint ventures, partnerships, limited liability companies and other entities (including, without limitation, Seller's member account balances with NEIL), except the assets comprising the Decom▇▇▇▇ioning Funds; (c) All rights to Section 8.9collect premium refunds made after the Closing Date under Nuclear Insurance Policies to the extent that such refunds relate to premiums paid prior to the Closing Date; (d) All cash, cash equivalents, bank deposits, accounts and notes receivable (trade or otherwise), and any income, sales, payroll or other tax receivables, except the assets comprising the Decommissioning Funds; (e) Subject to a license to be hereafter granted by Seller, the Avoidance Actionsrights of Seller and its Affiliates to the name "Niagara Mohawk Power Corporation"; (f) All tariffs, agreements and arrangements to which Seller is a party for the purchase or sale of electric capacity and/or energy or for the purchase or sale of transmission or ancillary services; (g) Other than those contemplated by Section 2.1(p), the rights of Seller in and to any causes of action, claims and defenses against third parties (including indemnification and contribution) relating to any Real Property or personal property, Permits, Taxes, Real Property Agreements, Seller's Agreements or the Non-material Contracts, if any, including any claims for refunds (including refunds of previously paid Department of Energy Decommissioning and Decontamination Fees), prepayments, offsets, recoupment, insurance proceeds, condemnation awards, judgments and the like, whether received as payment or credit against future liabilities, relating specifically to the Facilities or the Site and relating to any period prior to the Closing Date; and (th) Any and all of Seller's rights in any rightscontract representing an intercompany transaction between a Seller and an Affiliate of Seller, claims whether or causes not such transaction relates to the provision of action of Sellers under this Agreement goods and services, payment arrangements, intercompany charges or any other Transaction Documentbalances, or the like.

Excluded Assets. The Acquired Notwithstanding anything to the contrary in this Agreement, the System Assets shall not include any of include, and there are excepted, reserved and excluded from the transactions contemplated hereby, the following (collectively, the “Excluded Assets”): (a) All corporate, financial, income and franchise Tax and legal records of Contributing Parties that relate primarily to Contributing Parties’ business generally (whether or not relating to the Purchase Price delivered System Assets), and all books, records and files to Sellers the extent that the same relate to the Excluded Assets and copies of those records retained by Contributing Parties pursuant to this AgreementSection 2.1(i); (b) All geological and geophysical data (including all cash and cash equivalentsseismic data, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(mreprocessed data) and excluding any deposit amounts included in Pre-Paid Expensesall logs, interpretive data, technical evaluations, technical outputs, reserve estimates and economic estimates; (c) all Owned Real Property not listed All rights to any refund of Taxes in respect of any Taxes for which any Contributing Party is liable for payment or described on Schedule 2.1(d) and not otherwise comprising any portion of for which Anadarko is required to indemnify the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)Recipient Parties under Section 9.3; (d) subject to Section 7.15, all oil extraction equipment described on Those items listed in Schedule 2.2(d); (e) all Trade SecretsAll trade credits, accounts receivable, notes receivable, and other receivables attributable to the System Assets with respect to any period of time ending prior to the Effective Time; (f) all capitalized leasesAll right, title and interest of Contributing Parties in and to vehicles used in connection with the System Assets; (g) any shares All rights, titles, claims and interests of capital stock or other equity interest of any Seller Contributing Parties or any Affiliate of Sellers’ Subsidiaries a Contributing Party with respect to any period of time prior to the Effective Time (i) to or under any policy or agreement of insurance or any securities convertible intoinsurance proceeds, exchangeable except to the extent Recipient Parties assume liability for a Loss for which a Contributing Party is insured, and (ii) to or exercisable for shares of capital stock under any bond or other equity interest of any Seller or any of Sellers’ Subsidiariesbond proceeds; (h) all minute booksAny patent, stock ledgerspatent application, corporate seals and stock certificates logo, service ▇▇▇▇, copyright, trade name or trademark of Sellersor associated with Contributing Parties or any Affiliate of a Contributing Party or any business of a Contributing Party or of any Affiliate of a Contributing Party; (i) any Contract Any pipelines, equipment or other properties that is not an Assigned Contractare located upstream of the inlet flange of the meters where Hydrocarbons are delivered into the Bison Plant; (j) any Lease that is not an Assigned Lease;Any gathering agreements associated with Hydrocarbons delivered at the inlet flange of the meters where Hydrocarbons are delivered into the Bison Plant; and (k) any refunds of Taxes paid by Sellers with respect to a PreAny transportation agreements for Hydrocarbon take-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to away capacity from the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction DocumentBison Plant.

Excluded Assets. The Acquired Notwithstanding anything in Section 2.1 or elsewhere in this Agreement to the contrary, the Purchased Assets shall not include any assets other than the assets specifically listed or described in Section 2.1, and any corresponding Schedules, and, without limiting the generality of the foregoing and for greater certainty, shall expressly exclude the following (collectively, the “"Excluded Assets”"): (a) the Purchase Price delivered to Sellers pursuant to this Agreementany cash and cash equivalents, all bank account balances and all ▇▇▇▇▇ cash; (b) all cash and cash equivalentsany Taxes, including checksduty drawbacks or duty refunds, commercial paperand property Taxes, treasury billsrefundable to the Vendor or a Vendor Affiliate in connection with the Purchased Business in respect of transactions, certificates of deposit and other bank deposits as or in respect of the Closing Dateperiod, in each case excluding prior to the Effective Time, and any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expensesrefundable Taxes or Tax credits; (c) all Owned Real Property not listed subject to Section 5.20, any refunds due from, or described on Schedule 2.1(d) and not otherwise comprising any portion payments due on, claims with the insurers of the Facilities Vendor or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)a Vendor Affiliate; (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d)the minute books and corporate records of each of the Vendor and the Vendor Affiliates; (e) all Trade Secrets; (f) all capitalized leases; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (mf) all insurance policies books, documents, records and rights files prepared in connection with or relating to proceeds thereofthe transactions contemplated by this Agreement, including bids received from other parties and analyses relating to the Purchased Assets, the Assumed Liabilities or the Purchased Business; (ng) other than as provided in the Transition Services Agreement, any rights of the Purchased Business to receive from the Vendor or a Vendor Affiliate corporate overhead and shared services, including treasury, corporate information services, corporate sales and account management, legal, tax, human resources, risk management, finance and group purchasing plans; (h) all telephonecorporate, telex and telephone facsimile numbers financial, taxation and other directory listingsrecords of the Vendor and the Vendor Affiliates other than the Business Information; (i) rights in any real property, whether owned or leased, other than telephone, telex such rights relating to (i) the Leased Properties and facsimile numbers specific exclusively (ii) the temporary co-location arrangements pursuant to the Facilities and included in Acquired Assets pursuant to Section 2.1(n)Premises License Agreement; (oj) except for the Transferred Equipment, all Permits other equipment that is both (i) owned and pending applications therefor other than those specified in Section 2.1(ii)(f); (pii) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in by the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii)Vendor or any Vendor Affiliate and the leased furniture; (qk) all Excluded Depositsextra-provincial, sales, excise or other licenses or registrations issued to or held by the Vendor and Vendor Affiliates, whether in respect of the Purchased Business or otherwise; (rl) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs Vendor and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers Vendor Affiliates under this Agreement or any other Transaction Document; (m) any and all Intellectual Property of the Vendor and the Vendor Affiliates and any tangible embodiments of any such property other than the Transferred Intellectual Property; (n) any and all employee data other than the Employee Information; (o) the books and records that the Vendor and the Vendor Affiliates are, in the reasonable opinion of Vendor's counsel, required by Law to keep; (p) the Desktop Software and the Business Application Software; (q) all stock or equity interests in any Person; and (r) the other assets and rights listed in Schedule 2.2(r).

Excluded Assets. The Acquired Assets Notwithstanding anything to the contrary contained in Section 1.1 or elsewhere in this Agreement, Grande Operating shall not include receive any right, title or interest in or to the following assets of Grande Holdings, which are not part of the following transactions contemplated under this Agreement and which shall remain the property of Grande Holdings after the Effective Date (collectively, the “Excluded Assets”): (a) Bank accounts, but not any other cash or cash equivalent or right thereto or deposited or credited to any such account except for an amount equal to the Purchase Price delivered Distribution Amount of the cash and other cash equivalents held by Grande Holdings or distributed by Grande Operating to Sellers pursuant Grande Holdings on or prior to this Agreementthe Effective Date; (b) all cash minute books, stock records and cash equivalentscorporate seals of Grande Holdings, including checksand all Contracts between Grande Holdings and any Securityholder or other holder of Equity Securities of Grande Holdings relating to its ownership of such Equity Securities, commercial paper, treasury bills, certificates of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expensesall related records; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion shares of the Facilities or the Office Building (it being understood that it is the intention capital stock of Sellers to convey to Buyer all real property and interests Grande Holdings held in real property comprising any portion of the Facilities and the Office Building)treasury; (d) subject to Section 7.15all Contracts of Grande Holdings for legal, all oil extraction equipment described investment advisory and accounting services other than those set forth on Schedule 2.2(d1.1(d); (e) all Trade Secretsinsurance policies related to directors and officers insurance and all rights thereunder; (f) all capitalized leasesrecords that Grande Holdings is required by Law to retain in its possession or that related to the Excluded Assets; (g) any shares all rights of capital stock or Grande Holdings under this Agreement, the Recapitalization Agreement, the Ancillary Agreements and the other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable documents and instruments delivered thereunder except for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesthe Note Purchase Agreement; (h) all minute booksrefunds for federal taxes of any kind, stock ledgers, corporate seals including taxes related to any consolidated group that includes Grande Holdings and stock certificates Grande Operating (or a predecessor or any member of Sellerssuch consolidated group); (i) all refunds for state or local taxes of any Contract that is not an Assigned Contract;kind relating to Grande Holdings (including Delaware franchise tax); and (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and the other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation reflected on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction DocumentSchedule 1.2.

Excluded Assets. The Acquired Assets shall not include any of Buyer expressly understands and agrees that only the following assets of Seller (collectively, the “Excluded Assets”):) shall be excluded from the Acquired Assets: (a) all rights of Seller under this Agreement and the Purchase Price delivered to Sellers pursuant to this AgreementAncillary Agreements; (b) all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of Contracts not included in Assumed Contracts (the Closing Date, in each case excluding any item described in Section 2.1(ii)(m“Excluded Contracts”) and excluding any deposit amounts included in Pre-Paid Expensesall rights of Seller thereunder; (c) all Owned Real Property not listed or described on Schedule 2.1(d) the Organizational Documents, qualifications to conduct business as a foreign entity, arrangements with registered agents relating to foreign qualifications, taxpayer and not otherwise comprising any portion other identification numbers, seals, minute books relating to the organization, maintenance and existence of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)Seller as a limited liability company; (d) subject any records, to Section 7.15the extent relating solely to Excluded Assets and Excluded Liabilities (to the extent such records are not Acquired Assets), and any work papers or materials in the possession of Seller or any of their Affiliates or any of their respective shareholders, members, officers, directors, employees, agents or attorneys relating to the evaluation and consideration by Seller of the Contemplated Transactions, and all oil extraction equipment described on Schedule 2.2(d)personnel records and other records that Seller is required by Law to retain in their possession or is not permitted under Law to provide to Buyer; (e) all Trade Secretsrights and claims against third parties to the extent relating solely to the Excluded Assets or the Excluded Liabilities; (f) all capitalized leasesrights of Seller to receive loss carry forwards, loss carry backs, and rights to receive refunds, rebates, offsets, credits or credit carry forwards attributable to Taxes that are Excluded Liabilities; (g) all “employee benefit plans” (as defined in Section 3(3) of ERISA and any shares of capital stock other material employee plan or agreement sponsored or maintained by Seller, including any material bonus or other incentive compensation plans, equity interest of any Seller or any of Sellers’ Subsidiaries equity-based compensation plans, pension or any securities convertible intodeferred compensation arrangements, exchangeable severance plans, medical insurance, and life insurance plans or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesprograms) and all assets relating thereto; (h) except for Claims Against Buyer and the Identified Claims, all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and such rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) Actions of Seller against any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days Person arising prior to the Sale Hearing (Closing Date under chapter 5 of the “Qteros Option Notice”)Bankruptcy Code, the Qteros Shares shallincluding under sections 545, subject to Buyer paying the Qteros Asset Consideration at the Closing547, be an Acquired Asset 548, 549, 550, 551 and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer724(a) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure Bankruptcy Code or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Documentapplicable Law.

Excluded Assets. The Acquired Notwithstanding anything in Section 2.1, this Section 2.2 or anywhere else in this Agreement or the Ancillary Agreement to the contrary, from and after the Closing, Seller and its Subsidiaries shall retain all of their existing right, title and interest in and to, and there shall be excluded from the sale, conveyance, assignment or transfer to Buyer and its Affiliates hereunder, and the Transferred Assets shall not include any of include, the following (collectively, the “Excluded Assets”): (a) any asset or class of assets excluded from the Purchase Price delivered to Sellers pursuant to this Agreementdefinition of Transferred Assets set forth in Section 2.1 by virtue of the limitations expressed therein; (b) all cash and cash equivalents, Contracts (including checks, commercial paper, treasury bills, certificates of deposit and the Termination Agreement) other bank deposits as of than the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid ExpensesAssigned Contracts; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion rights of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities Seller under this Agreement and the Office Building)Ancillary Agreement; (d) subject to Section 7.15all cash, all oil extraction equipment described on Schedule 2.2(d)cash equivalents, accounts receivable, marketable securities and intercompany accounts receivable of Seller; (e) all Trade Secretsminute books, stock books, Tax returns and similar corporate records of Seller other than the Books and Records; (f) all capitalized leasesassets (including, without limitation, Intellectual Property) of Seller that are both (i) not primarily used or held for use in the Program and (ii) not necessary for the Program, including to the extent applicable, without limitation, all assets (including, without limitation, Intellectual Property) of Seller primarily used or held for use in Seller’s mTOR/PI3K inhibitor program, mTOR inhibitor program, HDAC inhibitor program, and CDK/FLT3 inhibitor program (including SB1317); (g) the right to claim priority to the Provisional Applications solely with respect to any shares of capital stock subject matter disclosed therein that is disclosed in the Patents listed on Schedule 3.9(b)-2, including subject matter that solely covers SB1317 (including the composition or other equity interest of any Seller formulation of, or any method of Sellers’ Subsidiaries making or using, SB1317), but excluding subject matter that solely covers Seller Compounds (including the composition or formulation of, or any securities convertible intomethod of making or using, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ SubsidiariesCompounds); (h) all minute booksrights under insurance policies, stock ledgersincluding, corporate seals without limitation, all claims, refunds and stock certificates of Sellerscredits due or to become due under such policies; (i) any Contract that is not an Assigned Contractrefund of Tax liabilities of Seller relating to any pre-Closing period; (j) any Lease that is not an Assigned Lease;all leasehold interests and, other than the Transferred Assets, all biological or chemical materials, machinery, equipment, furniture, furnishings, fixtures and other tangible property; and (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(nasset identified on Schedule 2.2(k); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Document.

Excluded Assets. The Acquired Assets (a) Sellers shall not include any retain all right, title and interest to, in and under the following assets, properties and rights of the following Sellers (collectivelysuch assets to be retained by Sellers, the “Excluded Assets”): (ai) the Purchase Price delivered all Intellectual Property Rights used in or related to Sellers pursuant to this Agreementany Excluded Business, other than any Purchased IP (“Excluded IP”); (bii) all avoidance claims or causes of action available to the Sellers under chapter 5 of title 11, including Sections 544, 545, 547, 548, 549, 550 and 553 of the Bankruptcy Code; (iii) the Excluded Agreements and any and all rights thereunder; (iv) all Inventory, Equipment and other real and personal property used in connection with any Excluded Business, but excluding the Equipment set forth on Schedule 2.1(a)(v); (v) any prepaid Property Taxes with respect to the Purchased Assets that are attributable to Pre-Closing Tax Periods, and any refund of Excluded Taxes (for the avoidance of doubt, other than any refund of Property Taxes to which the Purchaser is entitled pursuant to Section 7.4(c)); (vi) other than as set forth in Section 2.1(a)(iv), all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits, security deposits and other prepaid amounts made in respect of the Assumed Lease, securities, securities entitlements, instruments and other investments and all bank accounts and securities accounts, including any cash collateral that is collateralizing any letters of credit and all bank accounts of the Sellers; (vii) any capital stock, securities or other interest of any Seller held in any Person, including the Foreign Equity Interests; (viii) all rights, claims, actions, refunds, causes of action, choses in action, suits or proceedings, rights of recovery, rights of setoff (to the extent not extinguished), rights of recoupment, rights of indemnity or contribution and other similar rights (known and unknown, matured and unmatured, accrued or contingent, regardless of whether such rights are currently exercisable) against any Person, including all warranties, representations, guarantees, indemnities and other contractual claims (express, implied or otherwise), in each case, to the extent related to the other assets, rights and properties set forth in this Section 2.2(a) or the Excluded Liabilities; (ix) prepayments made with regard to insurance policies not assumed by the Purchaser and security deposits, pre-paid expenses or prepayments to the extent made in connection with any other Excluded Asset or Excluded Liability; (x) Sellers’ rights under this Agreement and under any other Transaction Document and all cash and non-cash consideration payable or deliverable to or for the account of any Seller by the Purchaser pursuant and subject to the terms and provisions of this Agreement or any Ancillary Agreement; (xi) the assets of any Foreign Benefit Plan or U.S. Benefit Plan; (xii) except as specifically set forth as a Purchased Asset, any assets, properties and rights which are used primarily in any Excluded Business; and (xiii) Retained Books and Records; provided that Sellers shall, at the Purchaser’s request, provide the Purchaser with a copy (and shall allow the Purchaser to make a copy) of any Retained Books and Records that are related to the Purchased Assets, the Assumed Liabilities or the USG Business (other than the Retained Books and Records described in clause (d) of the definition of Retained Books and Records). (b) Notwithstanding anything in this Agreement to the contrary, the Purchaser may, in its sole and absolute discretion, at any time on or prior to the date that is one Business Day before the Closing Date, in each case excluding elect not to acquire any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property assets, properties and interests in real property comprising any portion of the Facilities and the Office Building); (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases; (g) any shares of capital stock or other equity interest rights of any Seller or Seller, and any of Sellers’ Subsidiaries or any securities convertible intoasset so designated by the Purchaser shall be an Excluded Asset for all purposes hereunder; provided, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute bookshowever, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period Contracts and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephonethe Leases, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and such designation shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, made in accordance with Section 2.8; and subject to Section 2.6 and Section 2.9provided, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing andfurther, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything such designation shall not result in any reduction to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction DocumentPurchase Price.

Excluded Assets. The Acquired Assets shall not include any Notwithstanding anything herein contained to the contrary, from and after the Closing, the following assets and properties of the following Asset Sellers (collectively, the “Excluded Assets”):) shall remain the exclusive property of the Asset Sellers and shall be excluded from the Transferred Assets: (a) all Contracts set forth on Section 2.4(a) of the Purchase Price Sellers’ Disclosure Schedule (the “Excluded Contracts”); (b) accounts receivable to the extent arising exclusively out of any Excluded Asset (including any Excluded Contract) or any intercompany accounts receivable due and owing from any Affiliate of any Asset Seller (other than any Transferred Entity); (c) all Claims that the Sellers may have against any Person (other than Buyer and its Affiliates) with respect to any Excluded Assets; (d) all rights under or pursuant to all warranties, representations and guarantees under any Excluded Contract, including those made by suppliers, manufacturers and contractors or any other third party to and for the benefit of the Asset Sellers, but in each case solely to the extent the underlying equipment, component product or other asset provided under that Excluded Contract is also an Excluded Asset; (e) all rights under non-disclosure or confidentiality, non-compete or non-solicitation agreements that are listed on Section 2.4(e) of the Sellers’ Disclosure Schedule; (f) all rights of any nature with respect to any insurance policy, including any recoveries thereunder any rights to assert claims seeking any such recoveries to the extent such policy is an Excluded Asset; (g) all rights of the Sellers under this Agreement and the agreements and instruments delivered to the Sellers by Buyer pursuant to this Agreement; (bh) subject to Section 6.3, the company seal, minute books, charter documents, stock or equity record books and such other books and records solely as pertain to the organization, existence or capitalization of the Sellers; (i) the Sellers’ directors and officers liability insurance policies, if any; (j) all cash and cash equivalentsexecutive or incentive compensation, bonus, deferred compensation, pension, profit sharing, severance, retirement, savings, retirement, stock option, stock purchase, group life, health or accident insurance or other Benefit Plan, including the Seller Parent’s 2021 Incentive Award Plan (the “Parent LTIP”) and (i) the amended and restated long-term incentive plan of Li-Cycle Corp. and the (ii) amended and restated stock option plan of Li-Cycle Corp. (collectively, the “Parent Legacy Plans”); (k) all equity interests in or securities of any Seller or any other Person, including options, restricted stock units warrants or other securities exchangeable or convertible into equity interests of any Seller or any other Person (other than the Transferred Entities); (l) other than the Transferred Entities, the equity interests of any Person, including the Carve-out Entities; (m) all cash, money orders, third-party checks, wire transfers and any other funds of the Asset Sellers, commercial paper, treasury billsmarketable securities, demand deposits, reserves for taxes, certificates of deposit and other bank deposits, deposits as of the Closing DateAsset Sellers with any third-party (including any vendor, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (c) all Owned Real Property not listed manufacturer, customer, utility or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases; (g) any shares of capital stock landlord or other equity interest of any Seller cash deposits for rent, electricity, telephone or any of Sellers’ Subsidiaries or any securities convertible intootherwise), exchangeable or exercisable for shares of capital stock or treasury bills, and other equity interest of any Seller or any of Sellers’ Subsidiaries; cash equivalents and liquid investments (h) all minute bookscollectively, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof;the “Excluded Cash”); and (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to assets owned or used by the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified Sellers that are specifically identified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer2.4(n) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction DocumentSellers’ Disclosure Schedule.

Excluded Assets. The Acquired Notwithstanding anything to the contrary contained herein, the Assets shall do not include any other assets of Seller, including without limitation, the following assets of Seller (collectively, the “Excluded Assets”): (a) Seller’s rights under this Agreement, including the Purchase Price delivered consideration paid to Sellers Seller pursuant to this Agreement;, (b) all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expensestax records relating to the Hospital; (c) Employee Benefit Plans relating to the employees of Seller and any and all Owned Real Property not listed rights therein or described on Schedule 2.1(d) and not otherwise comprising any portion of in the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)assets thereof; (d) subject all accounts receivable or other rights to Section 7.15receive payments owing to Seller (the “Accounts Receivable”) including intercompany receivables of Seller with any of Seller’s Affiliates; notes, interest and other receivables of Seller and all oil extraction equipment described on Schedule 2.2(d)claims, rights, interest and proceeds related thereto, disproportionate share payments and cost report settlements related thereto arising from the rendering of services to inpatients and outpatients in connection with the Hospital, billed and unbilled, recorded and unrecorded, for services provided by Seller prior to the Effective Date, whether payable by private pay patients, private insurance, Medicare, Medicaid, CHAMPUS, Blue Cross, or by any other source; (e) all Trade Secretscontracts not specifically agreed to by Buyer as Assumed Contracts pursuant to Section 1.1(c); (f) all capitalized leasescash-on-hand, cash equivalents, certificates of deposit, and other investments in marketable securities of third party issuers as of the Closing Date; (g) any shares all tangible personal property of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesthat does not constitute Personal Property; (h) all minute books, stock ledgers, corporate seals rights under insurance policies and stock certificates of Sellersinsurance payments covering insured liabilities which are not Assumed Liabilities; (i) any Contract that is not an Assigned Contract;and all refunds, rebates, or other amounts paid to Seller relating to the termination or cancellation by Seller of any insurance policies owned by Seller. (j) any Lease that is not an Assigned Leasethe tax and corporate records of Seller; (k) any refunds the legal entities known as Vista Hospital of Taxes paid by Sellers with respect to a Pre-Closing Tax Period Baton Rouge, LLC; Vista Medical Management, LLC; and not otherwise reimbursed by Buyer hereunderSeller, and all membership interests therein; (l) all Accounts Receivablerecords, files and papers primarily pertaining to the Hospital, including general Hospital records and medical records; (m) all insurance policies permits, licenses, and rights certificates of need and provider numbers relating to proceeds thereof;the operation of the Hospital and the Hospital’s Medicare provider number; and (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares goodwill of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection associated with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction DocumentHospital.

Excluded Assets. The Acquired Assets Notwithstanding any provision of this Agreement to the contrary, the Connoisseur Sellers shall not include any transfer, convey or assign to Buyer, but shall retain all of their respective title, right and interest in, to and under, the following assets owned or held by them on the Closing Date (collectively, the “"Excluded Assets”"): (a) Any and all cash, cash equivalents, cash deposits to secure contract obligations (other than cash deposits to secure obligations under the Purchase Price delivered to Station Agreements, which shall constitute part of the Sale Assets and for which Sellers pursuant to this Agreement;will receive a credit under Section 2.7(a)), and all bank deposits and securities held by any Connoisseur Seller at the Closing Date. (b) Any and all cash accounts and cash equivalentsnotes receivable and other claims of the Connoisseur Sellers with respect to transactions prior to the Closing and not described in Section 2.1(i) or Section 2.2(i) including, without limitation, claims for tax refunds and refunds of fees paid to the FCC. (c) All prepaid expenses (except to the extent Sellers receive a credit therefor under Section 2.7(a), in which event the prepaid expense shall be included as part of the Sale Assets). (d) All contracts of insurance and claims against insurers, except as provided in Article XII. (e) All employee benefit plans and the assets thereof. (f) All Contracts which are not Station Agreements, including checks, commercial paper, treasury bills, certificates those which are terminated in accordance with the terms and provisions of deposit and other bank deposits as of this Agreement or expire prior to the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (c) all Owned Real Property not listed or described on Schedule 2.1(d) loans and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases;loan agreements. (g) any shares All tangible personal property disposed of capital stock or other equity interest consumed between the date hereof and the Closing Date in accordance with the terms and provisions of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries;this Agreement. (h) all minute books, stock ledgers, Each Seller's internal partnership or corporate seals and stock certificates of Sellers;records (including Tax records). (i) All rights of any Contract that is not an Assigned Contract; (j) Connoisseur Seller to receive any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or from any other Transaction DocumentConnoisseur Seller or from any partner of any Connoisseur Seller.

Excluded Assets. The Acquired Assets shall not include any of Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller at the Effective Time (collectively, the “Excluded Assets”):) are not part of the sale and purchase contemplated hereunder, are excluded from the Acquired Assets and shall remain the property of Seller after the Closing: (a) the Purchase Price delivered to Sellers pursuant to this Agreementall cash, cash equivalents and short-term investments and deferred Tax assets; (b) all cash minute books, stock Records and cash equivalents, including checks, commercial paper, treasury bills, certificates corporate seals of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid ExpensesSeller; (c) all Owned Real Property not listed the shares of capital stock or described on Schedule 2.1(d) and not otherwise comprising any portion other equity securities of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests Seller held in real property comprising any portion of the Facilities and the Office Building)treasury; (d) subject all insurance policies and rights thereunder (except to Section 7.15, all oil extraction equipment described on Schedule 2.2(dthe extent specified in clauses (ix) and (x) of the definition of Acquired Assets); (e) all Trade SecretsContracts that are not listed in Schedule 3.20(a) or listed on Schedule 2.2(j); (f) all capitalized leasespersonnel Records and other Records that Seller is required by Legal Requirement to retain in its possession; (g) any shares all claims for refund of capital stock or Taxes and other equity interest governmental charges of any whatever nature, in each case, paid by Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiarieswith respect to Pre-Closing Tax Periods; (h) all minute booksCompany Benefit Plans (other than those included in clause (xii) of the definition of Acquired Assets); all assets held in trust or otherwise relating to any Company Benefit Plan or the funding thereof; any insurance policy, stock ledgersContract, corporate seals trust, third party administrator Contract, or other funding arrangement for any Company Benefit Plan; any monies held by Seller in any account dedicated to the payment of benefits or insurance premiums relating to any Company Benefit Plan; and stock certificates the rights of SellersSeller to any such assets, Contracts, or monies; (i) any Contract that is not an Assigned Contract;all rights of Seller under this Agreement, the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and the Escrow Agreement; and (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included assets or contracts expressly designated in Acquired Assets pursuant to Section 2.1(nSchedule 2.2(j); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Document.

Excluded Assets. The Acquired Assets shall not include any of Notwithstanding the foregoing, the following assets are expressly excluded from the purchase and sale contemplated hereby (collectively, the “"Excluded Assets”):") and, as such, are not included in the Purchased Assets: (ai) the Purchase Price delivered to Sellers cash on hand or in bank accounts, cash equivalents and securities; (ii) Seller's rights under or pursuant to this Agreement; (biii) all cash Seller's prepaid taxes and cash equivalentstax refunds; (iv) any benefits from or rights to receive Seller's deferred income taxes; (v) any treasury stock of Seller; (vi) Seller's general ledger, including checksaccounting records, commercial paperTax Returns, treasury billsfinancial statements, certificates corporate charter, minute books, stock book, and corporate seal; provided that Seller shall, upon reasonable request, give Buyer copies of deposit and other bank deposits any of the above documents as such documents exist as of the Closing DateDate to the extent they (A) relate primarily to the Business, in each case excluding any item described in Section 2.1(ii)(mor (B) relate to the Business and excluding any deposit amounts included in Pre-Paid Expensesare reasonably needed by Buyer; (cvii) all Owned Real Property not listed or described on Schedule 2.1(d) any right to receive mail and not otherwise comprising any portion of other communications addressed to Seller relating exclusively to the Facilities Excluded Assets or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)Excluded Liabilities; (dviii) subject to Section 7.15all contracts, agreements and arrangements and all oil extraction equipment described leases and subleases (A) which are listed on the Contracts Schedule 2.2(d)or the Leases Schedule as retained by Seller or not assumed by Buyer, or (B) are not disclosed on the Contracts Schedule, other than the Immaterial Assumed Contracts; (eix) any awards or mementos received by any employee of Seller, and any personal office or furniture or fixtures, as described on the Excluded Assets Schedule; and (x) all Trade Secrets; (f) all capitalized leases; (g) any shares of capital stock other assets and those assets owned or other equity interest of any held by Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively primarily in the Business, other than including without limitation those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all described on the Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction DocumentAssets Schedule.

Excluded Assets. The Purchaser is purchasing only the Acquired Assets shall and is not include purchasing any other assets of the following Asset Seller (collectively, the “Excluded Assets”):), including, without limitation: (a) the Purchase Price delivered to Sellers pursuant to this AgreementThe certificate of formation, operating agreement, minute and membership record books and company seal of Asset Seller; (b) all cash All Cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and Cash Equivalents in any bank account or other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expensesaccounts or locations; (c) Except as otherwise provided in Section 3.1(b), all Owned Real Property not Contracts of Asset Seller, including, without limitation, the Contracts of Asset Seller that are listed or described on Schedule 2.1(d2.3(c) and not otherwise comprising any portion of (the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building“Excluded Contracts”); (d) subject All accounts receivable and other rights to Section 7.15, all oil extraction equipment described on Schedule 2.2(d)future payments principally related to the Excluded Contracts; (e) all Trade SecretsAll Permits held by Asset Seller specifically relating to the Excluded Contracts; (f) all capitalized leasesAll claims for refunds of Taxes and other governmental charges paid by Seller; (g) any shares All of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible intoAsset Seller’s Employee Plans, exchangeable or exercisable except for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesthe Take Care Health Insurance Plan (the “Assumed Benefit Plan”); (h) Any or all minute books, stock ledgers, corporate seals and stock certificates claims relating to liabilities of SellersAsset Seller which are not Assumed Liabilities; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified Except as set forth in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”2.2(h), the Qteros Shares shall, subject to Buyer paying the Qteros all of Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any Seller’s rights, claims or causes of action against third parties; (j) All insurance policies of Sellers and any unearned premiums, refunds, or amounts owed to Sellers thereunder; (k) All of Asset Seller’s tradenames, other than ▇▇▇▇▇▇▇ Continental Services and any other Intellectual Property related thereto; (l) Asset Seller’s goodwill; (m) The consideration paid to Sellers pursuant to this Agreement; and (n) All rights which accrue or will accrue to Sellers under this Agreement or and any other Transaction Documentagreements executed in connection herewith.

Excluded Assets. The Acquired Notwithstanding anything herein to the contrary, the Purchased Assets shall not include any of the following assets, properties and rights of Seller (collectively, the “Excluded Assets”): (a) Cash, bank accounts, securities, or any other assets of Seller, except for assets associated with Country Stampede and the Purchase Price delivered to Sellers pursuant to this AgreementCountry Stampede Intellectual Property; (b) all cash The logo, tradenames, trademarks, service marks, corporate names, and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as Internet domain names containing or consisting of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) words JC Entertainment and excluding any deposit amounts included in Pre-Paid Expensesnot specifically relating to the Country Stampede Intellectual Property; (c) all Owned Real Property not listed or described on Schedule 2.1(d) All Contracts, leases, licenses and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it other agreements to which Seller is the intention of Sellers a party unless specifically assumed herein with regard to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)Purchased Assets; (d) subject All inventories, hardware, supplies, work in process, and finished goods not relating to Section 7.15, all oil extraction equipment described on Schedule 2.2(d)Purchased Assets; (e) all Trade SecretsThe financial records of Seller, except as expressly included herein pertaining to the Purchased Assets; (f) all capitalized leasesAll hardware, software, intellectual property, and other business property of Seller exclusively relating to JC Entertainment and not used exclusively in conjunction with the Purchased Assets, and any other property of Seller which is not utilized in connection with the Purchased Assets not specifically defined in Article 2, whether or not such property is reflected on Seller’s books and records; (g) any shares The organizational documents of capital stock or the Seller, including the minute books, ownership ledgers, and other equity interest constituent records relating to the organization of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesthe Seller; (h) all minute booksThe name, stock ledgerslogo, and any tradenames, trademarks, service marks, corporate seals names, and stock certificates Internet domain names of Sellers;any and all other assets of C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or any entity in which C▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ is a member/shareholder/owner, that are not exclusively related to the Purchased Assets; and (i) Personal property, mementos, gifts, or the like given to any Contract that is not an Assigned Contract;owner, officer, employee, or agent of JC Entertainment relating to the Purchased Assets, or any artist who performed over the years. (j) any Lease that is Contracts not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares assigned to Buyer, Buyer shall which will be responsible for all costs and expensescancelled by Seller, and Sellers shall not be required to make any expenditure or incur any obligation as set forth on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction DocumentSchedule 8(c).

Excluded Assets. The Acquired Notwithstanding the provisions of Section 2.1, the Purchased Assets shall not include any of the following (collectively, herein referred to as the “"Excluded Assets”"): (a) all minute books and capital stock transfer books and the Purchase Price delivered to Sellers pursuant to this Agreementcorporate seal, if any, of Sellers; (b) all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates refunds of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Tax for which any Seller is liable pursuant to Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses8.1; (c) all Owned Real Property any Contracts not listed or described on in Schedule 2.1(d) and not otherwise comprising any portion of 2.1(e), as the Facilities or the Office Building (it being understood that it is the intention of Sellers same may be supplemented pursuant to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)Section 2.5; (d) subject to Section 7.15, all oil extraction equipment described on the assets listed in Schedule 2.2(d); (e) The following shall be Excluded Assets: all Trade SecretsAvoidance Actions, the Winget Actions, the Excluded Action and each Seller's rights, claims and ▇▇▇▇▇ns against third parties relating to the Business or the Purchased Assets which (1) might arise in connection with the discharge by Sellers of the Excluded Liabilities or (2) are pending Actions as of the Closing Date; provided, however, that subject to the limitation, if any, expressly set forth in the Settlement Agreement, this clause (2) shall not include the Actions for infringement of Intellectual Property rights against Autoliv ASP, Inc. and Delphi Corporation pending in the United States District Court for the Eastern District of Michigan; (f) all capitalized leasesthe capital stock, membership interests or other equity interests of any domestic Subsidiaries (each a "Non-Transferred Subsidiary") of any Seller; (g) any shares all intercompany receivables of capital stock or Sellers and all other equity interest accounts receivable of any Seller or any of Sellers’ Subsidiaries or any securities convertible intoSellers described in Schedule 2.2(g), exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesthan receivables owed by a Transferred Subsidiary to a Seller; (h) all minute books, stock ledgers, corporate seals cash and stock certificates cash equivalents of Sellers;, except for any Supplier Deposit; and (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any each Seller's rights, claims or causes of action of Sellers under this Agreement and Actions against any other Seller or any Affiliate of any other Transaction DocumentSeller listed or described in Schedule 2.2(i).

Excluded Assets. The Acquired Assets Notwithstanding anything to the contrary in this Agreement, in no event shall not include any of Sellers be deemed to sell, transfer, assign or convey, and Sellers shall retain all right, title and interest to, in and under only the following assets, properties, interests and rights of Sellers (collectively, the “Excluded Assets”): (a) copies of any and all information not relating to the Purchase Price delivered to Sellers pursuant to this AgreementPurchased Assets that is stored on Sellers’ computer systems, data networks or servers; (b) all cash agreements and cash equivalents, including checks, commercial paper, treasury bills, certificates contracts of deposit Sellers other than those agreements and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts contracts included in Pre-Paid Expensesthe Purchased Assets; (c) all Owned Real Property not listed or described on Schedule 2.1(d) Documents and not otherwise comprising any portion all personnel records of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)Sellers’ employees; (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases; (g) any shares of capital stock or other equity interest of any Seller interests issued by Sellers or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for any such shares of capital stock or other equity interest interests; (e) any avoidance claims or causes of action under the Bankruptcy Code or applicable Law (including, without limitation, any Seller preference or fraudulent conveyance), and all other claims or causes of action under any other provision of the Bankruptcy Code or applicable laws, including those listed on Schedule 1.2(e) (the “Excluded Claims”); (f) all Claims that Sellers may have against any Person solely with respect to any Excluded Assets or any of Excluded Liabilities; (g) Sellers’ Subsidiariesrights under this Agreement, the Purchase Price hereunder, any agreement, certificate, instrument or other document executed and delivered by Purchaser to Sellers in connection with the transactions contemplated hereby, or any side agreement between Sellers and Purchaser entered into on or after the Agreement Date; (h) all minute bookscurrent and prior director and officer insurance policies of the Sellers and all rights of any nature with respect thereto, stock ledgers, corporate seals including all insurance recoveries thereunder and stock certificates of Sellersrights to assert claims with respect to any such insurance recoveries; (i) any Contract the Sellers’ financial accounting books and records, corporate charter, minute and stock record books, income tax returns, corporate seal, checkbooks and canceled checks that is do not an Assigned Contractconstitute Purchased Assets; (j) any Lease that is not an Assigned Leasethe properties and assets set forth on Schedule 1.2(j); (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period all Benefit Plans (including all assets, trusts, insurance policies and not otherwise reimbursed by Buyer hereunderadministration service contracts related thereto); (l) all Accounts ReceivablePension Plans; (m) all insurance policies and rights to proceeds thereofassets of Unimin Corporation or its affiliates located on Sellers’ real property; (n) all telephone, telex of Sellers’ Cash and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n);Cash Equivalents; and (o) any and all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketingclaims, LLCdeposits, a Delaware limited liability companyprepayments, not related exclusively torefunds, used exclusively in or held for use exclusively in the Businessrebates, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action action, rights of Sellers under this Agreement recovery, rights of set-off and rights of recoupment relating to or any other Transaction Documentin respect of an Excluded Asset.

Excluded Assets. The Acquired Assets shall not include any of Buyer expressly understands and agrees that the following assets and properties of Seller (collectively, the “"Excluded Assets”):") shall be excluded from the Purchased Assets: (ai) the Purchase Price delivered to Sellers pursuant to this AgreementUnity Assets; (bii) all $5 million of Seller's cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit equivalents on hand and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expensesbanks; (ciii) Seller's right to enforce any non-competition or nondisclosure provision relating to the Unity Assets or Seller's Proprietary Rights that may exist in any agreements between Seller and any of its employees or third parties; (iv) all Owned Real Property not of Seller's Proprietary Rights, including those listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building2.2(a); (dv) subject all rights under all contracts, agreements, leases, licenses, commitments, sales and purchase orders and other instruments relating to Section 7.15the Unity Assets, all oil extraction equipment described including those listed on Schedule 2.2(d2.2(b) (the "Unity Contracts"); (evi) all Trade Secretsrights under Seller's current and former directors' and officers' liability insurance policies; (fvii) all capitalized leases; (g) any shares of capital stock transferable licenses, permits or other equity interest of governmental authorizations affecting, or relating in any Seller or any of Sellers’ Subsidiaries or any securities convertible intoway to, exchangeable or exercisable for shares of capital stock the Excluded Assets, which licenses, permits or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(nauthorizations are listed on Schedule 2.2(c); (oviii) all Permits rights under the contracts, agreements, leases, licenses, and pending applications therefor other than those specified in Section 2.1(ii)(finstruments listed on Schedule 2.2(d) (the "Retained Contracts"); (pix) any properties and assets all rights, claims, credits, causes of action or rights of set-off against third parties relating to the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Excluded Assets” in Section 2.1(ii); (qx) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided thatwork-in-process, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”finished goods, supplies and other inventories listed on Schedule 2.2(e), the Qteros Shares shallprovided, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further thathowever, in the event Buyer and Seller agree prior to the Closing Date that (Icertain inventories listed on Schedule 2.2(e) Buyer has timely shall be transferred, assigned and delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with such inventories shall be deleted from Schedule 2.2(e) and subject added to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer Schedule 2.1(c) prior to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign Date and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection included as Purchased Assets with the transfer (including efforts to obtain the right to freely assign and transfer) consent of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cashSeller; (sxi) subject all personal property and interests therein, including machinery, equipment, furniture, office equipment, communications equipment, vehicles and other tangible property relating to Section 8.9the Business listed on Schedule 2.2(f), provided, however, in the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Document.event Buyer and Seller agree prior to the Closing Date

Excluded Assets. The Acquired Assets shall not include any of Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Sellers (collectively, the “"Excluded Assets”):") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Sellers after the Closing: (a) the Purchase Price delivered to Sellers pursuant to this Agreementall cash, cash equivalents, short term investments and marketable securities; (b) all cash and cash equivalentsminute books, including checksstock records, commercial paper, treasury bills, certificates of deposit corporate seals and other bank deposits as similar books and Records of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid ExpensesSellers; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases; (g) any shares of capital stock or other equity interest of any Seller the Sellers or any of Sellers’ their Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any of the Sellers or their Subsidiaries (but excluding the TrimQuest Membership Interest); (d) all rights related to deposits and prepaid expenses and claims for refunds and rights to offset in respect thereof not primarily related to the Assets. (e) all insurance policies; (f) all Contracts not constituting Assumed Contract(s); (g) all personnel Records of any employee of any Seller that is not a Transferred Employee (whether employed by Buyer immediately following the Effective Time or any of Sellers’ Subsidiariesthereafter) and all other Records that Sellers are required by law to retain in their possession; (h) all minute booksclaims, stock ledgersrights, corporate seals interests and stock certificates proceeds with respect to (i) Tax refunds, rebates, abatement or other recovery related to the Assets or the conduct of Sellersthe Acquired Business for, or attributable to, the period of time prior to the Effective Time and (ii) Tax refunds, rebates, abatement, pre-paid Taxes, estimated Taxes or other recovery not related to the Acquired Business; (i) any Contract that is not an Assigned Contractall rights in connection with and assets of the Employee Benefit Plans; (j) any Lease that is not an Assigned Leaseall rights of Sellers under this Agreement, the ▇▇▇▇ of Sale, the Escrow Agreement, the Assignment and Assumption Agreement and the other Ancillary Agreements; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period the property and not otherwise reimbursed assets set forth on Schedule 2.2(k), including those excluded by Buyer hereunderpursuant to Section 2.11 hereof; (l) any and all rights under this Agreement and any rights, claims, counterclaims, demands and causes of action of Sellers related to (whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent) claims or causes of action arising under the Bankruptcy Code or applicable state law, including, without limitation, all rights and avoidance claims of Sellers arising under chapter 5 of the Bankruptcy Code (an "Avoidance Action" and collectively, the "Avoidance Actions"); (m) [reserved]; (n) any and all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f);any property or assets owned by third parties, including but not limited to, customer-owned tooling; and (p) any properties all Sellers' Governmental Authorizations and assets of the Company all pending applications therefor or VeraSun Marketingrenewals thereof, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and not transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Document.

Excluded Assets. The Acquired Assets shall not include any Notwithstanding anything to the contrary contained in this Agreement, the assets, properties, rights and interests of the following Seller not included in the Purchased Assets pursuant to Section 1.1(a) (collectively, the “"Excluded Assets”):"), are expressly excluded from the purchase and sale contemplated hereby, and as such are not included in the Purchased Assets and shall remain the property of the Seller after the Closing: (ai) all Tax Returns and related records and documents of the Purchase Price delivered to Sellers pursuant to this AgreementSeller, and the Seller's corporate records and minute books (the "Excluded Seller Records"); (bii) all cash Cash on Hand and cash equivalents, including checks, commercial paper, treasury bills, certificates bank accounts of deposit and other bank deposits the Seller as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (ciii) insurance benefits to the extent such benefits relate to an Excluded Asset or Retained Liability and any claims under that certain Asset Purchase Agreement dated as of March 6, 2010 pursuant to which the Seller acquired the Business; (iv) the Corporate Services Assets of the Seller; (v) all Owned Real Property rights of the Seller or any of its Affiliates under this Agreement and the Other Agreements, and the schedules and exhibits hereto and thereto; (vi) the personnel records and other records that the Seller or any of its Affiliates is required by Law to retain in its possession; provided, however, that, to the extent permitted under Law, the Seller shall, at the Buyer's request, provide the Buyer with copies of such records for any Hired Employee; (vii) all Tax attributes, Tax credits and Tax refunds of the Seller, whether or not listed or described attributable to the Seller's ownership of the Purchased Assets; (viii) the assets, properties, rights and interests of the Seller set forth on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building1.1(b)(viii); (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); (eix) all Trade Secrets; (f) all capitalized leases; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance ActionsPlans; and (tx) any rightsassets that are consumed, claims sold or causes disposed of action in the Ordinary Course of Sellers under this Agreement or any other Transaction DocumentBusiness prior to the Closing.

Excluded Assets. The Acquired Assets shall not include any Notwithstanding anything to the contrary contained in Section 2.1(b) or elsewhere in this Agreement, the following assets of the following Seller (collectively, the “Excluded Assets”):) are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Assets and shall remain the property of the Seller after the Closing: (ai) all cash, accounts receivable, cash equivalents and short-term investments of Seller unrelated to the Purchase Price delivered to Sellers pursuant to this AgreementGift Business; (bii) all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building Website Interest (it being understood and agreed by the parties that it is the intention of Sellers Website Interest will be assigned by RB Gift to convey Seller on or prior to the Closing Date and will not be transferred to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Buildingat Closing); (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (hiii) all minute books, stock ledgersrecords, corporate seals seals, custom records and stock certificates tax returns of Sellersthe Seller; (iiv) the shares of capital stock of the Seller or of its subsidiaries other than (x) the Subs and (y) any Contract that is not an Assigned Contractsubsidiaries of the Subs; (jv) any Lease all personnel records and other records that the Seller is not an Assigned Leaserequired by law to retain in its possession; (kvi) any refunds all claims for refund of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunderother governmental charges of whatever nature of Seller; (l) all Accounts Receivable; (mvii) all insurance policies and rights thereunder (except to proceeds thereofthe extent specified in Section 2.1(b)(vi)) maintained by Seller; (nviii) all telephonerights and Contracts in connection with, telex and telephone facsimile numbers and other directory listingsassets of, any Employee Plans maintained by Seller other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n)Gift Employee Plans; (oix) all Permits rights of the Seller under this Agreement and pending applications therefor other than those specified in Section 2.1(ii)(f)the Seller’s Closing Documents; (px) any properties the Retained IP (it being understood and assets agreed by the parties that the Retained IP will be assigned by RB Gift to a subsidiary of RB Gift (the Company or VeraSun Marketing“IP Sub”), LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in and the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) outstanding shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice IP Sub will be transferred to Sellers not later than ten (10) days Seller on or prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset Closing Date and shall will not be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions); and (txi) all rights and other assets of Seller owned, used, or held for use by it in whole or in part in connection with any rights, claims activity or causes of action of Sellers under this Agreement or any business other Transaction Documentthan the Gift Business.

Excluded Assets. The Notwithstanding anything in this Agreement to the contrary, Buyer shall not acquire and shall have no rights as a result of this Agreement, the ▇▇▇▇ of Sale or the Assignment and Assumption Agreement, to any assets, rights, title, benefits, privileges or interests of Seller and its Affiliates other than the Acquired Assets shall not include any of the following (collectively, the “Excluded Assets”):), which are not part of the purchase and sale contemplated hereunder. The Excluded Assets are excluded from the Acquired Assets and shall remain the property of Seller after the Closing. The Excluded Assets include the following: (ai) all trade credits and all accounts payable, instruments and general intangibles attributable to the Purchase Price delivered Select Contracts and existing or accrued with respect to Sellers pursuant any period of time prior to this Agreementthe Closing Date; (bii) all cash and cash equivalentsclaims of Seller against third parties (including collections actions), including checkswhether known, commercial paperunknown, treasury billsfixed or contingent, certificates of deposit and other bank deposits as of (A) relating to the Acquired Assets or Assumed Liabilities, but only to the extent relating to periods occurring prior to the Closing Date, in each case excluding any item described in Section 2.1(ii)(mincluding the claims set forth on Schedule 2.1(b)(ii), and (B) relating to the other Excluded Assets and excluding any deposit amounts included in Pre-Paid ExpensesExcluded Liabilities; (ciii) all Owned Real Property not listed any proceeds, income or described on Schedule 2.1(d) revenues, and not otherwise comprising any portion security or other deposits made or accrued under the Select Contracts or attributable to any of the Facilities or other Excluded Assets; excluding, however, those deposits and other performance assurance provided by Customers under Retail Service Contracts and included in the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)Acquired Assets; (div) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d)the Administered Contracts; (ev) all Trade Secretsthe Rejected Contracts; (fvi) all capitalized leases; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all the Retained Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (tvii) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Documentthe Retained Syracuse Assets.

Excluded Assets. The Acquired Notwithstanding the foregoing, the Assets shall not include any of include, and there is excepted, reserved and excluded from the following sale contemplated hereby (collectively, the “Excluded Assets”): ): (a) all credits and refunds and all accounts, instruments and general intangibles (as such terms are defined in the Purchase Price delivered Texas Uniform Commercial Code) attributable to Sellers the Assets to the extent attributable to any period of time prior to the Effective Time and that do not relate to obligations assumed by Purchaser pursuant to this Agreement; ; (b) all cash claims of Sellers for refunds of or loss carry forwards to the extent attributable to (i) ad valorem, severance, production or any other taxes attributable to any period prior to the Effective Time even if applied for after the Effective Time, (ii) income or franchise taxes, or (iii) any taxes attributable to the Excluded Assets, and cash equivalentssuch other refunds, and rights thereto, for amounts paid in connection with the Assets and attributable to the period prior to the Effective Time, including checksrefunds of amounts paid under any gas gathering or transportation agreement, commercial paper, treasury bills, certificates of deposit and other bank deposits as of to the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; extent the same do not relate to obligations assumed by Purchaser pursuant to this Agreement; (c) all Owned Real Property proceeds, income or revenues (and any security or other deposits made) to the extent attributable to (i) the Assets for any period prior to the Effective Time, if they do not listed relate to obligations assumed by Purchaser pursuant to this Agreement, or described on Schedule 2.1(d(ii) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); Excluded Assets; (d) all of Sellers’ proprietary computer software, technology, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; (e) subject to Section 7.159.2(d), all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; of Sellers’ rights and interests in geological and geophysical data which cannot be transferred without the consent of or payment to any third Person; (f) all capitalized leases; documents and instruments of Sellers that may be protected by an attorney-client privilege unless such privileged documents and instruments pertain to litigation (including pending and threatened litigation) which Purchaser is assuming; (g) any shares subject to Section 9.2(d), data and other information that cannot be disclosed or assigned to Purchaser as a result of capital stock confidentiality or other equity interest of any Seller or any similar arrangements under agreements with Persons who are not Affiliates of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; ; (h) all minute books, stock ledgers, corporate seals and stock certificates concurrent audit rights arising under any of Sellers; the Material Agreements or otherwise with respect to any period prior to the Effective Time (unless relating to obligations assumed by Purchaser pursuant to this Agreement) or to any of the Excluded Assets; (i) any Contract that is not an Assigned Contract; all corporate, partnership and income tax records of Sellers; (j) any Lease that is not an Assigned Lease; copies of all Records (which shall be prepared at Sellers’ sole cost and expense); (k) personal property such as vehicles and certain equipment, supplies and office equipment, or any refunds of Taxes paid by Sellers with respect other items, in each case, to a Pre-Closing Tax Period the extent described on Exhibit E; and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included monies held in Acquired Assets escrow pursuant to Section 2.1(n); (o) all Permits that certain Abandonment and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties Remediation Funding Agreement dated December 22, 2006, by and assets of the Company or VeraSun Marketingbetween Exxon Mobil Corporation and Quantum Resources Management, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers LLC (the “Qteros SharesA&R Agreement”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Document.

Excluded Assets. The Acquired Notwithstanding anything in this Agreement to the contrary, the following Assets shall not include any of the following Sellers (collectively, the “Excluded Assets”):) are excluded from the Transaction, and will remain the property of the Sellers after the Closing: (a) 1.6.1 all Tax refunds with respect to the Purchase Price delivered Company for taxable periods ending on or prior to Sellers pursuant to this Agreementthe Closing Date, including, without limitation, all employee retention tax credits and Energy Tax Credits under Section 45L of the Code for all closed home sales before the Closing Date; (b) 1.6.2 all cash refunds in respect of bond fees paid by any Seller, S▇▇ Seller Member, or their Related Parties prior to the Closing and cash equivalentsall surety, including checksletter of credit, commercial paperor performance bond or similar ancillary obligation or amount issued for the account of the Seller in connection with the Insured Bonds; 1.6.3 any rights held by the Sellers to use the name “Hanover”, treasury bills, certificates of deposit and other bank deposits except as used by the Company or in the Business as of the Closing Date (which the Company may continue to use after the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); 1.6.4 any rights held by the Sellers to use the “three trees” logo as depicted on the primary logo for the Company, except as used by the Company or in the Business as of the Closing Date (d) subject which the Company may continue to Section 7.15, all oil extraction equipment described on Schedule 2.2(duse after the Closing Date); (e) all Trade Secrets; (f) all capitalized leases; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers;; and (i) any Contract the equity interests in the following entities (and corresponding interest in the assets and liabilities thereof) that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid are being transferred by the Company to a separate entity controlled by Sellers prior to Closing: (a) HFB Bargrove, LLC, with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; the Bargrove community (lOrange County), (b) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively HFB Legacy Landings LLC with respect to the Facilities Legacy Landings community (Polk County), and included in Acquired Assets pursuant (c) HFB Lake Lincoln, LLC with respect to Section 2.1(nthe Lake Lincoln community (Lake County); , and (oii) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); the fifty-eight (p58) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively lots in the BusinessCelery Oaks community (Seminole County) previously held by HFB Celery Avenue, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be LLC that are being transferred to Buyer at the ClosingS▇▇ ▇▇▇▇ LB Fund I, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, LLC in connection with the transfer Landbank Transaction (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9collectively, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Document“Transferred Projects”).

Excluded Assets. The Acquired Assets shall not include any Notwithstanding anything herein to the contrary, the following assets which are associated with Seller Group’s operation of the following Facilities and the conduct of the Business are not intended by the parties to be a part of the Assets that ▇▇▇▇▇ is purchasing hereunder and shall be excluded from such purchase (collectively, the “Excluded Assets”): (a) the Purchase Price delivered to Sellers pursuant to this Agreement; (b) all restricted and unrestricted cash and cash equivalents, including checks, commercial paper, treasury billsinvestments in marketable securities, certificates of deposit and bank accounts (other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(mthan those listed on Schedule 1.1(p); (b) securities and excluding any deposit amounts included in Pre-Paid Expensesother investments; (c) all Owned Real Property not listed Inventory disposed of, expended or described on Schedule 2.1(d) exhausted prior to the Effective Time in the ordinary course of business and not otherwise comprising any portion items of equipment and other Assets transferred or disposed of prior to the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests Effective Time in real property comprising any portion of the Facilities and the Office Building)a manner permitted by this Agreement; (d) subject any records which Seller Group is required by applicable Legal Requirements to Section 7.15retain in its possession, all oil extraction equipment described on Schedule 2.2(dthat are required to be held by Buyer pursuant to the Custody Agreement (as hereinafter defined), and any records related exclusively to Excluded Assets or Excluded Liabilities (as hereinafter defined); (e) all Trade Secretsleases, commitments, contracts and agreements that are not Assumed Contracts, including those set forth on Schedule 1.2(e), (collectively, the “Excluded Contracts”); (f) all capitalized leasesBenefit Plans (as hereinafter defined) and any contracts or agreements related thereto and all funds and accounts held thereunder (other than with respect to the Non-Union Pension Plan); (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ SubsidiariesGroup’s organizational documents and minute books; (h) all minute books, stock ledgers, corporate seals NPIs and stock certificates all Medicare and Medicaid provider numbers and related provider agreements of SellersSeller Group not specifically assumed pursuant to Section 1.1(i); (i) any Contract that is not an Assigned Contractall claims arising under Excluded Contracts; (j) the donor restricted funds of Seller Group and any Lease that is not an Assigned Leaseagreements and obligations related thereto, which are set forth on Schedule 1.2(j); (k) any refunds of Taxes paid and all Meaningful Use Monies received by Sellers with respect Seller Group on or prior to a Pre-the Closing Tax Period and not otherwise reimbursed by Buyer hereunderDate; (l) all Accounts Receivablefunds resulting from claims Seller Group has pending in lawsuits against third parties relating to the Assets or the Facilities arising from events that occur prior to Closing; (m) all insurance policies and rights to proceeds thereofunder insurance policies, except as specifically provided in Section 2.5; (n) all telephonethe ownership, telex and telephone facsimile numbers and membership, directorship, equity or other directory listings, investment interests of Seller Group or other interests held by Seller Group in any person (other than telephoneSeller Group’s ownership interest in UPHP and UPMC) (the “Excluded Entities”), telex and facsimile numbers specific exclusively to including the Facilities and included in Acquired Assets pursuant to Section 2.1(nentities set forth on Schedule 1.2(n); (o) all Permits claims by Seller Group or its affiliates against their current or former directors and pending applications therefor other than those specified in Section 2.1(ii)(f)officers; (p) all causes of action, lawsuits, judgments, claims and demands of any properties and assets of the Company nature that serve as a counterclaim or VeraSun Marketing, LLC, cross claim to a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii)claim brought against Seller Group after Closing; (q) all Excluded Deposits;rights of Seller Group under this Agreement and all other agreements entered into in connection herewith; and (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”such other assets listed on Schedule 1.2(r); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Document.

Excluded Assets. The Acquired Assets shall following items are not include any part of the following sale and purchase contemplated hereunder and are excluded from the Facilities Assets (collectively, the “"Excluded Assets”):"); (a) short term investments listed on Schedule 1.2(a) hereto, as such items may be modified prior to the Purchase Price delivered to Sellers pursuant to this AgreementClosing in the ordinary course of business, and cash and cash equivalents; (b) all cash inventory and cash equivalents, including checks, commercial paper, treasury bills, certificates supplies disposed of deposit or exhausted after the date hereof and other bank deposits as of prior to the Closing DateDate in the ordinary course of business, and any other assets transferred or disposed of in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expensesthe ordinary course of business; (c) all Owned Real Property not listed insurance benefits, including proceeds, paid in connection with claims arising out of liabilities and obligations retained by the Sellers pursuant to Section 1.8 and, to the extent such benefits constitute payments of funds received by any HGA Affiliate through the Closing Date from any Government Reimbursement Program or described on Schedule 2.1(d) and not otherwise comprising other insurer in respect of services rendered through the Closing Date to patients of any portion of the Facilities or the Office Building (it being understood that it is the intention Facilities, such payments of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)funds; (d) subject personnel records and any other records which any of the HGA Affiliates is required by law to retain in its possession (provided that the HGA Affiliates will deliver copies of such personnel records to Buyers as provided in Section 7.15, all oil extraction equipment described on Schedule 2.2(d1.1(e)); (e) all Trade SecretsContracts listed on Schedule 1.2(e) hereto; (f) records with respect to any litigation as to which an HGA Affiliate will retain liability as provided in Section 1.8(i) (provided that the HGA Affiliates will deliver copies of such records to Buyers as provided in Section 1.1(e)), all capitalized leasesdocuments and records relating to the American Arbitration Association proceeding relating to the Contract identified at item 1 set forth on Schedule 1.1 (e) involving Hampton Medical Group and HGA-NJ, including, but not limited to, all related billing slips, contracts with physician's groups and correspondence with Blue Cross (provided that the HGA Affiliates will deliver copies of such documents and records to Buyers as provided in Section 1.1(e)), and internal records maintained by ▇▇▇▇▇▇ with respect to any of the HGA Affiliates, but only to the extent such records are not necessary for the continued operation of the Facilities in the manner in which they are currently being operated; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesassets expressly designated in the Schedules to this Agreement as Excluded Assets; (h) all minute booksof the shares of capital stock of Hospital Group of Delaware, stock ledgersInc. ("HGD") and any interest in MeadowWood Health Services, corporate seals LLC ("MeadowWood") and stock certificates all of Sellersthe working capital and other assets owned or otherwise used exclusively by any HGA Affiliate or by HGD or MeadowWood in connection with the operation of the business of HGD or MeadowWood; (i) any Contract that is not an Assigned Contract;and all other assets agreed to by Buyers and Sellers as excluded prior to the Closing; and (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to except for the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified Contracts described in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”1.1(p), the Qteros Shares shallany Employee Benefit Plan of any Seller, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant any Contract or other asset relating to any such Employee Benefit Plan, including, without limitation, The ▇▇▇▇▇▇ Companies, Inc. 401(k) Savings Plan and any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Documentassets relating thereto.

Excluded Assets. The Acquired Assets shall not include any Notwithstanding anything to the contrary set forth herein, all right, title and interest of Time Warner Cable and its Affiliates in, to and under the following (collectively, the “Excluded Assets”): (a) "EXCLUDED ASSETS"), in each case regardless of whether related to the Purchase Price delivered Transferred Systems, shall not be transferred to Sellers Holdco pursuant to this Agreement; the Holdco Transaction and shall be retained directly or indirectly by Time Warner Cable from and after the Closing: (bi) any and all cash cable programming services agreements (including cable guide contracts but excluding system specific programming agreements listed on SCHEDULE 2.1(C)(V)) and cash equivalentsany payments received or to be received with respect thereto; (ii) any and all insurance policies and rights and claims thereunder other than the matters described in Section 2.1(c)(viii); (iii) letters of credit and any stocks, including checks, commercial paper, treasury billsbonds (other than surety bonds), certificates of deposit and other bank deposits similar investments; any and all cash and cash equivalents (including cash received as advance payments by subscribers in the ordinary course of business and held by Time Warner Cable or its Affiliates as of the Closing DateTime, but excluding cash in each case excluding any item an amount equal to the amount of cash received as subscriber deposits, the cash insurance proceeds described in Section 2.1(ii)(m) and excluding 2.1(c)(viii), petty cash on-hand, if any, any deposit amounts included cash referred to in Pre-Paid Expenses; (Section 12.16, c) all Owned Real Property ▇▇▇ ▇eceived as advance payments from subscribers that are not listed or described on Schedule 2.1(d) and not otherwise comprising any portion received in the ordinary course of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities business and the Office BuildingCash Amount); ; (dv) any and all patents, copyrights, trademarks, trade names, service marks, service names, logos and similar proprietary rights, including the "Time Warner Cable" name and any derivations thereof (subject to Section 7.153.2, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible intoexcluding those items owned, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively tolicensed, used exclusively in or held for use exclusively in connection with the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares operation of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”Transferred Systems); provided that, if Buyer so requests by notice to Sellers not later than ten (10vi) days prior any and all Contracts for Subscriber billing services and any equipment leased with respect to the Sale Hearing provision of services under such contracts (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 7.9); (vii) any and all Contracts relating to national advertising sales representation; (viii) any and all agreements with Road Runner Holdco LLC or any other Internet service provider; (ix) any and all Contracts pursuant to which Time Warner Cable or any of its Affiliates procures goods or service for the Transferred Systems and the Time Warner Cable Retained Cable Systems; (x) any and all retransmission consent agreements, except as provided in Section 2.97.5 with respect to certain Local Retransmission Consent Agreements as elected by Comcast Subsidiary; (xi) any and all agreements governing or evidencing an obligation of Time Warner Cable or any of its Affiliates for borrowed money; (xii) the assets described on SCHEDULE 2.1(D); (xiii) any surplus inventory in excess of amounts of inventory held consistent with Specified Division practice; (xiv) any and all licenses to provide telephony service held, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign directly or indirectly, by Time Warner Cable or any of its Affiliates; (xv) any and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything all assets relating to the contrary in this AgreementTime Warner Cable 401(k) Plan and the Time Warner Cable Pension Plans; (xvi) any and all account books of original entry, general ledgers, and financial records used in connection with the transfer Transferred Systems; (including efforts to obtain the right to freely assign and transferxvii) any assets of the Qteros Shares type that would be excluded from financial statements by reason of the GAAP Adjustments; and (xviii) any intercompany account receivable created to Buyer, Buyer shall record cash swept from the Transferred Systems prior to Closing (except to the extent such cash would be responsible for all costs excluded from the definition of "Excluded Assets" pursuant to clause (iv) above and expenses, and Sellers shall such cash amount is not be required otherwise transferred to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds Holdco in the full amount of Holdco Transaction); PROVIDED, that Time Warner Cable shall, at Comcast Subsidiary's request and expense, provide copies of, or information contained in, such expenditure or obligation books, records and ledgers (other than information pertaining to programming agreements that are not provided Transferred System-specific programming or, to Sellers by Buyer in advance in cash; (s) the extent necessary to protect the legitimate legal, business and/or confidentiality concerns of Time Warner Cable but taking into account Holdco's and Comcast Subsidiary's need for such information, other information that is competitively sensitive, is subject to Section 8.9, confidentiality restrictions or that contains trade secrets or other sensitive information) to the Avoidance Actions; and (t) any rights, claims extent reasonably requested by Holdco or causes of action of Sellers under this Agreement or any other Transaction DocumentComcast Subsidiary after the Closing Date.

Excluded Assets. The Acquired Assets shall not include any of Notwithstanding anything to the contrary contained in this Agreement, or the documents executed hereunder, the following items (collectively, the “Excluded "EXCLUDED ASSETS") are not part of the sale and purchase contemplated hereunder, are excluded from the Assets”):, and shall remain the property of Sellers after the Closing. (a) the Purchase Price delivered to minute books, stock Records, membership Records, bylaws, articles of incorporation, corporate seal of Sellers pursuant to this Agreementand all other Governing Documents of Sellers; (b) all cash the shares of capital stock and cash equivalentslimited liability company interests, including checksrespectively, commercial paper, treasury bills, certificates of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid ExpensesSellers; (c) all Owned Real Property the Sellers Contracts not listed or described on in Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building2.1(6); (d) subject all personnel Records (except copies given to Buyer) as provided in Section 7.152.1(f) herein, all oil extraction equipment described on and other Records that Sellers are required by law to retain in its possession and other Records relating to the business of Sellers not included in Schedule 2.2(d2.1(f); (e) the rights in and to Sellers designated Retained Accounts Receivable in the amount of $225,000 and as listed in Schedule 2.2 (such $225,000 does not include, and is in addition to, any accounts receivable represented by loans to Shareholders and employees, and inter-company accounts receivable among Sellers which accounts receivable are also retained) and all Trade Secretsrights of payment and collection related thereto; (f) all capitalized leasesrights in connection with and assets of Employee Benefit Plans, if any; (g) any shares all rights of capital stock or other equity interest Sellers under this Agreement, the ▇▇▇▇ of any Seller or any of Sellers’ Subsidiaries or any securities convertible intoSale, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesand the Assignment and Assumption Agreement; (h) all minute books, stock ledgers, corporate seals property and stock certificates of Sellersassets expressly designated in Schedule 2.2; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect all rights to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephonebenefits, telex and telephone facsimile numbers indemnity, offset and other directory listingsrights and remedies from or by third parties and other such rights, other than telephoneincluding contract rights, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned may be needed by Sellers (in conjunction with the “Qteros Shares”); provided thatindemnities provisions, if Buyer so requests by notice to warranties and other liabilities of Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cashset forth herein; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Document.

Excluded Assets. The It is hereby expressly acknowledged and agreed that the Acquired Assets shall not include include, and no Seller Party is selling, transferring, assigning, conveying or delivering to Buyer, and Buyer is not purchasing, acquiring or accepting from any Seller Party, any of the following rights, properties or assets set forth or described in paragraphs (collectivelya) through (k) below (the rights, properties and assets expressly excluded by this Section 2.4 from the “Acquired Assets being referred to herein as the "Excluded Assets”"): (a) the Purchase Price delivered Contracts and Leases to Sellers which any Seller Party is a party or by which its assets or properties are bound not transferred hereunder to Buyer pursuant to this AgreementSections 2.3(a) through 2.3(s), including those listed on Schedule 2.4(a) and all Contracts relating to the Retained Business; (b) all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as owned real property not listed in Section 3.16(b) of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) Seller Parties Disclosure Schedule and excluding any deposit amounts included in Pre-Paid Expensesthe Fixtures and appurtenances thereat; (c) all Owned Real Property not listed cash or described on Schedule 2.1(d) other property delivered by Buyer to Seller Parties, and not otherwise comprising any portion all rights of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities Seller Parties under this Agreement and the Office Building)Ancillary Agreements; (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d)the Equity Securities of any Person other than the Acquired Companies and the Minority Investees; (e) all Trade Secretsminute books, stock transfer and similar records and corporate seals of all Seller Parties; (f) all capitalized leasesthe rights of Budget Rent a Car International Inc. in respect of the Actions instituted by Budget Rent a Car International Inc. against Sixt AG and Sixt GmbH and Co. Autovermietung KG (collectively, "Sixt"), including (i) pursuant to the judgment, dated April 15, 1999, by the Higher Regional Court of Munich (Case No. 29 U 4446/98 4 HKO 8409/97 LG Munich) and (ii) under Case No. 6 U ▇▇▇▇/▇▇ ▇ ▇▇▇-▇▇▇▇▇/▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇ontract based on the allegedly improper passing of reservations by Sixt; (g) any shares of capital stock or other equity interest of all Tax refunds attributable to Taxes imposed on any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ SubsidiariesParty; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellersintercompany accounts receivable due from any Seller Party or Excluded Company to another Seller Party or Excluded Company; (i) all assets, properties, rights and other interests to the extent used or held for use by Seller Parties solely in connection with the Retained Business, whether tangible or intangible, real, personal or mixed, whether or not any Contract that is not an Assigned Contractof such assets, properties or rights have any value for accounting purposes or are carried or reflected on or specifically referred to in Seller's financial statements; (j) the insurance or reinsurance Contracts and/or policies and similar arrangements under which any Lease that Seller Entity is not an Assigned Lease;insured party listed on Schedule 2.4(j); and (k) avoidance actions under Chapter 5 of the Bankruptcy Code (including Actions under section 544, 545, 547, 548, 549 or 550 thereof) brought or that could be brought against any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, Person other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (IIi) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer Acquired Companies or (including efforts to obtain the right to freely assign and transferii) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure Parent or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction DocumentAffiliates.

Excluded Assets. The Notwithstanding anything contained in this Agreement to the contrary, the following assets will not be included in the Acquired Assets shall not include any of the following (collectively, the “Excluded Assets”): (a) the Purchase Price delivered rights, properties and assets used exclusively in the operation of the Business at the outpatient imaging centers set forth and located at the addresses listed on Schedule C attached hereto (the “Retained Centers”), all of which shall continue to Sellers pursuant to this Agreementbe owned by the Seller and the Other Subsidiaries from and after the Closing Date; (b) all cash and cash equivalentsany agreement, including checks, commercial paper, treasury bills, certificates contract or arrangement for the supply of deposit and other bank deposits as of goods or services to the Closing Date, in each case excluding any item Retained Centers that is listed or described in Section 2.1(ii)(mon Schedule 1.2(b) and excluding any deposit amounts included in Pre-Paid Expenses(the “Excluded Supply Contracts”); (c) all Owned Real Property not any agreement, contract or arrangement for equipment maintenance that is listed or described on Schedule 2.1(d1.2(c) and not otherwise comprising any portion of including without limitation, the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)Remi equipment maintenance policy; (d) subject to Section 7.15all avoidance claims of the Seller Debtor Entities and the Other Subsidiaries including all claims arising under Sections 544 through 553, inclusive, of the Bankruptcy Code and all oil extraction equipment described on Schedule 2.2(d); other causes of action of the Seller Debtor Entities and the Other Subsidiaries; Table of Contents (e) all Trade Secretsemployment and consulting contracts, agreements and arrangements listed or described on Schedule 1.2(e); (f) all capitalized leasesthe billing contract with Per Se; (g) any shares of capital the stock or other any equity interest of in any Seller Selling Subsidiary or Other Subsidiary (including any of Sellers’ Subsidiaries limited partnership or any securities convertible into, exchangeable limited liability company that is a Selling Subsidiary or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesan Other Subsidiary); (h) all minute booksreal property and all leases and leasehold interests in real property on which the Retained Centers are located and that are listed or described on Schedule 1.2(h) and the two real property leases relating to the real property located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, stock ledgers▇▇▇▇ ▇▇▇▇▇▇▇, corporate seals and stock certificates of Sellers▇▇▇ ▇▇▇▇; (i) any Contract all capital and operating leases for equipment that is not an Assigned Contractare used exclusively in the operation of the Retained Centers; (j) the Purchase Price and any Lease that is not an Assigned Leaseearnings thereon; (k) any refunds all funds held in the escrow account or the rights therein established in connection with the sale of Taxes paid a diagnostic imaging center located in Modesto, California and formerly owned by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunderSeller; (l) all Accounts Receivablefunds paid by Seller to DVIBC in the approximate amount of $231,000 and held in an escrow account established by DVIBC on behalf of Seller on the date hereof and maintained by DVIBC as escrow agent for up to three (3) years from the date hereof; such funds shall be disbursed to (i) Seller or its Affiliates, exclusively as a reimbursement for certain amounts actually paid by Seller or its Affiliates relating to refunds of payments made prior to the date hereof by a third-party payor to diagnostic imaging centers now or formerly owned by Seller and located in Modesto, California and Pittsburgh, Pennsylvania, or, (ii) with Purchaser’s prior written approval, directly to any such third-party payor to satisfy claims for such refunds in whole or in part; and, at the end of such three-year period, any amounts remaining in such escrow account shall be disbursed to DVIBC on account for the indebtedness owed to DVIBC and DVIFS under the DVI Finance Agreements; (m) all insurance policies and rights to proceeds thereofPermits used exclusively for the operation of the Retained Centers; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific tangible personal property used exclusively to in the Facilities and included in Acquired Assets pursuant to Section 2.1(n);operation of the Retained Centers; and (o) all Permits books and pending applications therefor other than those specified in Section 2.1(ii)(f);records relating exclusively to the ownership and operation of the Retained Centers, the Seller, the Selling Subsidiaries and the Other Subsidiaries. (p) Nothing in this Section 1.2 or elsewhere in this Agreement is intended to impair or modify any properties and assets DVI Liens related to any of the Company Excluded Assets or VeraSun Marketingthe Retained Centers, LLCTable of Contents or DVI’s rights under the DVI Finance Agreements, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified except as included in “Acquired Assets” otherwise expressly provided in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Document5.10.

Excluded Assets. The Acquired Assets Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the Seller shall retain and not include any of sell to the Buyer and the Buyer will not purchase from the Seller, the following (collectively, collectively the “Excluded Assets”):) which shall remain the property of the Seller after the Closing: (a) all cash and cash equivalents and short term investments held by the Purchase Seller including, but not limited to, any options, including all options purchased under the Seller’s Price delivered to Sellers pursuant to this AgreementShield guarantee programs that remain unexercised as of the Closing Date (the “Hedging Options”); (b) all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of the Closing DateSeller’s limited liability company and corporate Records, in each case excluding any item described in Section 2.1(ii)(m) tax returns and excluding any deposit amounts included in Pre-Paid Expensescorporate seals; (c) all Owned Real Property not listed or described on Schedule 2.1(dSeller insurance policies and rights thereunder (except to the extent specified in Section 2.1 (i) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Buildingj); (d) subject all Seller personnel records and other records that Seller is required by law to Section 7.15, all oil extraction equipment described on Schedule 2.2(d)retain in its possession; (e) all Trade Secrets;of the Seller’s claims for refund of Taxes related to any period, or portion thereof, end on or prior to the Closing Date; and (f) all capitalized leasesrights in connection with, and assets of the Seller Employee Plans that are not Transferred Seller Employee Plans; (g) any shares all rights of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesunder this Agreement; (h) all minute booksthose rights related to the Seller’s deposits, stock ledgers, corporate seals prepaid expenses and stock certificates of Sellersclaims for refunds and rights to offset listed Schedule 2.2(h); (i) any Contract all rights and obligations under Contracts that is are not an Assigned Contract;Assumed Contracts, and all rights and obligations under Assumed Contracts that relate to periods prior to the Closing; and (j) any Lease that is not an Assigned Lease; (k) any refunds all rights of Taxes paid by Sellers with respect to a Pre-Closing Tax Period Seller in the Customer storage accounts listed on Schedule 2.2(j), and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephonethe Customer precious metal in such accounts, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to which are the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets subject of the Company or VeraSun Marketingcurrent claim by the State of California under the California’s Unclaimed Property Law, LLCCalifornia Code of Civil Procedure, a Delaware limited liability companySections 1500 et seq. Provided, not related exclusively tohowever, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with the Transition Services Agreement, the Seller may identify, and the Buyer agrees to deliver, additional storage accounts subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything a claim and/or escheat to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) State of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction DocumentCalifornia.

Excluded Assets. The Acquired Notwithstanding anything to the contrary herein, Sellers shall not sell, convey, assign, transfer or deliver to Buyers, and Buyers shall not purchase, acquire or accept from Sellers (and the Assets shall not include include), any of the following assets, properties, rights, goodwill, going concern value and claims (collectively, the “Excluded Assets”): (a) the Purchase Price delivered to Sellers any Permits held by a Seller that are not transferable pursuant to this Agreementthe terms thereof or pursuant to applicable Law (including any nontransferable liquor and beverage Permits); (b) all cash and cash equivalentsContracts to which a Seller is party, other than the Assumed Contracts, including checksthe Contracts on Schedule 2.2(b) (the “Excluded Contracts”), commercial paperand all funds on deposit, treasury bills, certificates of deposit prepaid expenses and other bank utility deposits as of under the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid ExpensesExcluded Contracts; (c) all Owned Real Property not listed or described on Schedule 2.1(d) Trade Programs and not otherwise comprising any portion all Contracts, agreements and arrangements related thereto (other than the Assumed Contracts); provided that Sellers shall continue all Trade Programs outstanding as of the Facilities or Closing Date as provided in the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property Transition Services and interests in real property comprising any portion of the Facilities and the Office Building)Operations Agreement; (d) subject to Section 7.15all Intellectual Property or rights of any nature or kind owned, all oil extraction equipment described on Schedule 2.2(d)licensed or used or held of use by Sellers, other than the Stripes Intellectual Property and the LTC Intellectual Property, including, but not limited to, the “Sunoco,” “APlus” or “Aloha Island Mart” names and related trademarks and the ▇▇▇▇▇▇ Grill Intellectual Property; (e) all Trade Secretsany assets, properties and rights of Sellers listed on Schedule 2.2(e); (f) any and all capitalized leasescash, excluding ▇▇▇▇▇ Cash at the Station Properties, cash equivalents, uncollected checks, deposits, bank deposits and accounts, certificates of deposit, governmental obligations, marketable securities and all other securities and monies of Sellers; (g) any shares of capital stock accounts receivable, or other equity interest of any Seller the proceeds thereof, or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariestrade receivables owed to a Seller; (h) all minute booksSellers’ drafts, stock ledgers, corporate seals deposit slips for Sellers’ bank accounts and stock certificates of Sellers’ bank endorsement stamps; (i) Sellers’ check verification devices and money order printers owned by any Contract that is not an Assigned Contractthird party; (j) any Lease that is not an Assigned Leaserefunds, claims for refunds or rights to receive refunds from any Governmental Entity with respect to any and all Seller Taxes; (k) any refunds of Taxes paid retainers or similar funds on deposit with any professionals retained by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunderSeller; (l) all Accounts Receivableclaims or causes of action that a Seller may assert against any Person; (m) all insurance policies computer systems, networks, and rights electronic infrastructure that Sellers or any of their Affiliates own or lease under any agreement other than any computer systems, networks or electronic infrastructure that (i) are located at the Station Properties or (ii) are used exclusively in the operation of the Business, and to proceeds thereofthe extent CMF 24-Hour Monitoring is included as an Asset, such computer systems networks or electronic infrastructure primarily related to CMF 24-Hour Monitoring; (n) other than environmental records required by Law to be left at the applicable Station Property, all telephoneof Sellers’ books, telex and telephone facsimile numbers records, files, employee manuals, employee training materials, plans and other directory listings, other than telephone, telex and facsimile numbers specific exclusively documents pertaining to the Facilities Station Properties and included Sellers’ Tax Returns and supporting documentation related thereto, corporate franchise, stock record books, record books containing minutes of meetings of directors, stockholders, managers or members, as applicable, and such other records as having to do exclusively with Sellers’ corporate or limited liability company organization or capitalization, including, in Acquired Assets pursuant to Section 2.1(nall cases, electronic back-up and storage tapes (collectively, the “Sellers’ Records”); (o) all Permits personnel records and pending applications therefor other than those specified in Section 2.1(ii)(f)records relating to employees; (p) all intangible property or rights of any properties and assets of the Company nature or VeraSun Marketingkind owned, LLC, licensed or used by a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, Seller (other than those specifically identified as included in “Acquired Assets” in Section 2.1(iithe Stripes Intellectual Property and the LTC Intellectual Property); (qi) all Excluded Depositsany vendor-owned equipment; (ii) property owned by a supplier of a Seller; (iii) any air and water stands, ATMs, lotto machines, money order machines and payphones not owned by any Seller; (iv) any other leased, consigned or licensed property of any kind or nature, in each case, listed in Schedule 2.2(p); provided that for the avoidance of doubt, the foregoing shall not diminish the leasehold or other interest under the Personal Property Leases transferred from Sellers to Buyers as Assumed Contracts; or (v) any of Sellers’ or their Affiliates’ proprietary network routers, computers and other equipment used to connect to Sellers’ credit card processing system (excluding point-of-sale equipment and networking or other data transmission cables and wiring expressly included as Assets pursuant to Section 5.14); (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided thatCMF 24-Hour Monitoring, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing it is designated an Excluded Asset pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash5.14(f); (s) subject all insurance policies of Sellers and their respective Affiliates, and all rights to Section 8.9applicable claims and proceeds thereunder, the Avoidance Actionsother than any third-party property and casualty insurance proceeds; (t) all Benefit Plans and all rights and assets related thereto; and (tu) any all of Sellers’ rights, title and interest in, to and under all Rejected Properties and all of Sellers’ rights, title and interests in, to and under, the assets, properties, rights, goodwill, going concern value, claims and businesses of every nature, kind and description, whether tangible or causes intangible, real, personal or mixed, accrued or contingent, located at the Rejected Properties, in the case of action tangible property, and whether now existing or hereafter acquired prior to the Closing Date, primarily related to, generated by, or used or held for use primarily in connection with any of Sellers under this Agreement the Rejected Properties, as the same shall exist on the Closing Date, whether or not carried or reflected on or specifically referred to in any other Transaction DocumentSeller’s books or records or in the Schedules hereto, including any Inventory and ▇▇▇▇▇ Cash physically located at the Rejected Properties on the Closing Date in the Ordinary Course of Business.

Excluded Assets. The Acquired Assets Notwithstanding the foregoing, the following assets (the “Excluded Assets”) are expressly excluded from the purchase and sale contemplated in this Agreement and, as such, are not included in the Purchased Assets: (i) Sellers’ Cash and Cash Equivalents (other than Restricted Cash); (ii) Sellers’ rights under or pursuant to this Agreement and the documents, instruments and agreements executed in connection herewith and therewith (including the Ancillary Agreements); (iii) Sellers’ general ledger, accounting records, minute books, statutory books, corporate seal, Tax Returns and taxpayer identification numbers, provided that Sellers shall not include any provide to Buyer copies of the following general ledger, accounting records, minute books and statutory books of the Business, including Tax Returns, as such documents exist as of the Closing Date; (iv) Sellers’ personnel records and any other records that any Seller is required by law to retain in its possession, provided that Sellers shall provide to Buyer copies of records relating to the Transferred Employees; (v) any right to receive mail and other communications addressed to Sellers (subject to Sellers’ obligation to forward to Buyer any mail, communications or other notices relating to the Business, Purchased Assets or Assumed Liabilities with respect to Contracts included in the Purchased Assets); (vi) all rights existing under each Contract or arrangement set forth on Schedule 2.1(b)(vi) (collectively, the “Excluded AssetsContracts”): (a) the Purchase Price delivered to Sellers pursuant to this Agreement; (b) all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); (dvii) subject to Section 7.15the personal property, all oil extraction equipment described and furniture, if any, listed on Schedule 2.2(d2.1(b)(vii); (eviii) all Trade Secretsshares, membership interests, partnership interests, participation interests or other equity interests or securities, or equivalents thereof, in any Person (including any other Seller and On-Site Plant), other than equity interests in On-Site Labs and DepositIQ; (fix) the Seller Benefit Plans and all capitalized leasesdocumentation and materials related thereto and assets thereunder; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (mx) all insurance policies and rights to proceeds thereofthereunder, including rights as beneficiary or owner, and insurance claims for which Sellers may seek recovery under any of its existing policies; (nxi) all telephonethe assets described on Schedule 2.1(b)(xi); and (xii) any confidential or proprietary information, telex and telephone facsimile numbers and other directory listingsor custom interfaces, originating from a Specified Competitor (other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(nany Assumed Contract); (oxiii) all Permits estimated tax payments, deposits and pending applications therefor other prepayments of Taxes of Sellers, and any Tax attributes of the Sellers (rather than those specified of the Business or the Purchased Assets) including credits, incentives and net operating losses; provided that, for the avoidance of doubt, no Buyer Party shall have any obligation under this Agreement to make any payment to any Seller Indemnified Party with respect to any of the items described in this Section 2.1(ii)(f2.1(b)(xiii), except to the extent that such item results in a refund for which the Buyer is otherwise required to make a payment under Section 6.3 (in which case, Buyer’s obligation to make such payment shall be governed by Section 6.3); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (IIxiv) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions▇▇▇▇▇▇▇▇ Records; and (txv) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Documentthe Orrick Records.

Excluded Assets. The Acquired Assets Pursuant to this Agreement, Seller is not transferring to Purchaser and Seller shall not include retain all right, title and interest in and to, any and all of the following assets (collectively, the “Excluded Assets”): (i) All cash, cash deposits or cash equivalents held by Seller at the time of the Closing. (ii) Any asset or property of Seller that Purchaser elects not to acquire, as identified in Schedule B (which will be delivered by Purchaser at Closing) and incorporated herein by this reference. (iii) The capital stock of Seller’s subsidiaries, except to the extend the Opt Out Election is exercised at Closing, and in all instances subject to Purchaser’s Right of First Refusal. (iv) (a) All preference, fraudulent conveyance, or other avoidance claims and actions of Seller arising under sections 506, 544, 545, 546, 547, 548, 549, 550, 551, 552 and 553 of the Purchase Price delivered to Sellers pursuant to this Agreement; Bankruptcy Code; (b) any and all cash claims and cash equivalentscauses of action, including checks, commercial paper, treasury bills, certificates and rights to recovery of deposit and other bank deposits as Seller asserted in connection with that action filed by Seller in the Superior Court of the Closing DateState of California, in each case excluding any item described in Section 2.1(ii)(m) County of Los Angeles, styled, “DVS Shoe Co., Inc. v. ▇▇▇▇▇▇ Funding Corp., et al.,” Case No. BC 468080; and excluding any deposit amounts included in Pre-Paid Expenses; (c) any and all Owned Real Property not listed or described on Schedule 2.1(d) claims and not otherwise comprising causes of action of Seller against any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); (d) subject to Section 7.15third party, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified except only as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this AgreementSection I(a) hereof. (v) All tax refunds due and owing to Seller as of Closing for tax periods ending on or before Closing, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyerall insurance refunds, Buyer shall be responsible for all costs and expensesutility deposits, unused retainer payments, and Sellers shall not be required to make any expenditure all similar assets or incur any obligation on their own or on behalf properties of Buyer or Parent for which funds in the full amount of such expenditure or obligation Seller that are not provided expressly included among the Assets to Sellers by Buyer in advance in cash;be transferred to Purchaser. (svi) subject Corporate minute books, and other books and records, that do not relate to Section 8.9, the Avoidance Actions; andAssets. (tvii) All bank accounts and investment accounts of Seller. (viii) All insurance policies of Seller that do not relate to any Assets purchased by Purchaser hereunder and all rights, claims or causes and refunds thereunder. (ix) All rights of action of Sellers Seller under this Agreement or any other Transaction DocumentAgreement. (x) All governmental permits and governmental licenses.

Excluded Assets. The Acquired Assets Notwithstanding anything to the contrary contained in Section 2.1(a), the following assets shall not include any of be included among the following Purchased Assets and are excluded from the sale, assignment, transfer and delivery provided in Section 2.1 (collectively, the “Excluded Assets”): (a) the Purchase Price delivered to Sellers pursuant to this Agreement; (bi) all cash and cash equivalentscash, including checksbank accounts, bank deposits, certificates of deposit, commercial paper, treasury billsbills and notes, certificates of deposit marketable securities and other bank deposits as cash equivalents and all other items of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) types included as cash and excluding any deposit amounts included in Pre-Paid Expensescash equivalents on the Financial Statements; (cii) other than the notes receivable held by Seller Parent in respect of the Intercompany Loans, all intercompany receivables, including resulting from any loans owed to the Company or its Affiliates by any of their respective Affiliates; (iii) the Retained Names and Marks; (iv) all Owned Real Property not listed internet domains (or described on Schedule 2.1(dsubdomains) and not otherwise comprising of which any portion of the Facilities Retained Names and Marks forms a part (but not, for the avoidance of doubt, any materials that appear on any such internet domain (or the Office Building (it being understood subdomain) that it otherwise is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Buildinga Purchased Asset); (dv) subject all Business Records to Section 7.15the extent (I) relating to any Excluded Asset or Excluded Liability, all oil extraction equipment described on Schedule 2.2(d)(II) the provision of which would violate any applicable Requirements of Law, (III) containing any valuation related to the transactions contemplated hereby or (IV) containing material related to the transactions contemplated by this Agreement or the Excluded Liabilities protected by attorney-client privilege or other legal privilege; (evi) all Trade SecretsPrivileged Information; (fvii) all capitalized leasesIntangible Franchise Rights; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (hviii) all minute booksrights, stock ledgersclaims, corporate seals causes of action and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets defenses of the Company or VeraSun Marketingany of its Affiliates, LLCin each case, a Delaware limited liability company, not to the extent related exclusively to, used exclusively in to any Excluded Asset or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii)Excluded Liability; (qix) all Excluded Depositscontracts of insurance, all right, title and interest in, to or under any insurance proceeds (including GLI Insurance Proceeds) and rights to make any claim, or receive any proceeds or other recoveries, under any insurance policy of Seller or any Affiliate thereof, including with respect to the Greater ▇▇▇▇▇▇▇▇ Incident; (rx) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided thatall Tax refunds, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) Tax credits or similar benefits of the Qteros Shares to BuyerCompany or its Affiliates, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make including any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cashaccumulated deferred income tax balances; (sxi) subject to Section 8.9, all Tax Returns or other Tax records of Seller or its Affiliates other than the Avoidance Actions; andTransferred Tax Returns; (txii) all Tax sharing agreements, arrangements or understandings entered into between the Company and its Affiliates; (xiii) any rights, claims collective bargaining agreement or causes other Contract with any Labor Union; (xiv) Seller’s (or any of action of Sellers its Affiliates’) rights under this Agreement or any certificate delivered or other Transaction Documentdocument delivered in connection herewith, and any of the transactions contemplated hereby and thereby; (xv) subject to Section 2.2, the Shared Contracts and the Contracts set forth on Section 2.1(b)(xv) of the Seller Disclosure Letter; (xvi) all equity securities, corporate minute books and stock transfer books and the corporate seal (or equivalents) of the Company and its Affiliates; (xvii) all Business Records to the extent not related to the Business; (xviii) personnel records of any Business Employees and Former Business Employees other than Transferring Employees; (xix) except as set forth in Section 8.3, all employee benefit plans, programs, arrangements and agreements sponsored or maintained by Seller or its Affiliates, including the Benefit Plans, and all trusts and other assets or rights related thereto; (xx) all consumer appliance warranties made in favor of the Company or any of its Affiliates in connection with the Greater ▇▇▇▇▇▇▇▇ Incident; and (xxi) all assets, properties and rights of the Company’s Affiliates of whatever kind and nature (other than Business Records) that do not primarily relate to the Business.

Excluded Assets. The Acquired Notwithstanding the terms of Section 2.1, neither Seller nor any Asset Selling Affiliate will sell, convey, assign, transfer or deliver to the Purchaser (or its Designated Affiliates), and neither the Purchaser nor its Designated Affiliates will purchase or acquire, and the Purchased Assets shall do not include include, any assets other than the Purchased Assets and those assets and liabilities that indirectly transfer to the Purchaser (or its Designated Affiliates) through the purchase of the Shares, including any of the following assets (collectively, the “Excluded Assets”): (a) all Cash, bank deposits, investment accounts, lockboxes, certificates of deposit, marketable securities, bank accounts, corporate credit cards and other similar cash items of the Purchase Price delivered Seller or any Asset Selling Affiliate (excluding for clarity the Cash remaining in ▇▇▇▇▇ Korea and ▇▇▇▇▇ Thailand at the Phase I Closing in accordance with Section 5.7(d)); (b) any intercompany accounts receivable due from the Seller or its Affiliates as of the applicable Closing Date and all accounts and notes receivable, deferred charges, chattel paper, refunds, credits, allowances, rebates, other rights to Sellers receive payments and all security deposits, advance payments, and prepaid items of the Seller or any Asset Selling Affiliate to the extent not arising out of and relating primarily to the Business, any Purchased Asset or any Assumed Liability; (c) all minute books, records, stock ledgers, Tax records and all other materials that the Seller or any Asset Selling Affiliate is required by Law to retain; provided that Purchaser shall be entitled to receive, and the Purchased Assets shall include copies of such materials (redacted as necessary to exclude any information not related to the applicable portion of the Business) to the extent required for Tax filings, defense of legal claims or any other valid business purpose of the Business; (d) the shares of the capital stock of the Seller or any Asset Selling Affiliate and all of the Seller’s or any Asset Selling Affiliate’s ownership interest in any Subsidiary or other Person (other than the Acquired Companies); (e) subject to Section 5.9(b) and 5.11, all insurance policies, binders and claims and rights thereunder and proceeds thereof (other than the claims and rights thereunder and proceeds thereof to the extent such claims and rights are Purchased Assets pursuant to Section 2.1); (f) all rights under all Contracts of the Seller or any Asset Selling Affiliate other than the Included Contracts; (g) all rights of the Seller or any Asset Selling Affiliate under Shared Contracts other than those relating exclusively to the Business; (h) all rights of the Seller or any Asset Selling Affiliate under any Contract between or among the Seller or any Affiliate thereof and any Asset Selling Affiliate(s); (i) all rights to refunds of Taxes for which Seller is responsible pursuant to this Agreement; (b) all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); (dj) subject to Section 7.15the rights set forth in the Transition Services Agreement, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases; (g) any shares Intellectual Property of capital stock or other equity interest of any the Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or Asset Selling Affiliate other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Leasethan the Purchased Intellectual Property; (k) any refunds of Taxes paid by Sellers with respect all export licenses to a Pre-Closing Tax Period and the extent not otherwise reimbursed by Buyer hereunderlegally transferable; (l) all Accounts Receivablereal property and rights in respect of real property, other than as described in Section 2.1(b)(iv); (m) all insurance policies rights in connection with and rights to proceeds thereofassets of any Seller Plan, except as otherwise expressly provided in Section 10.3 and Section 10.4; (n) subject to Section 5.25, all telephone, telex and telephone facsimile numbers assets and other directory listings, other than telephone, telex and facsimile numbers specific exclusively rights relating to the Facilities and included in Acquired Assets pursuant to Section 2.1(n)Identification Solutions Business or Workplace Safety Business; (o) all Permits and pending applications therefor other than those specified in rights set forth on Section 2.1(ii)(f)2.2(n) of the Seller Disclosure Schedule; (p) all rights arising under any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii)Excluded Liability; (q) the inventory of the Business primarily used or held for use by the Seller and the Asset Selling Affiliates in connection with their respective operations in Malaysia and Singapore, including all Excluded Depositsfinished goods, work in process, raw materials, goods consigned by the Seller and the Asset Selling Affiliates, parts, packaging and labels (including any of the foregoing held for the benefit of the Seller and the Asset Selling Affiliates in connection with their respective operations in Malaysia and Singapore in the possession of third party manufacturers, suppliers, dealers or others in transit); (r) shares unless and until the Phase II Closing shall occur, and without duplication of capital stock the foregoing, any and all right, title and interest of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to Seller and the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if Selling Affiliates in and to the extent that Phase II Business and any and all assets or rights to be sold, conveyed or otherwise transferred solely upon the Qteros Shares are freely assignable and transferable at consummation of the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Phase II Closing, Sellers shall, in accordance with including all assets and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain rights that become Purchased Assets upon the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) consummation of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash;Phase II Closing; and (s) subject to Section 8.9, all rights of the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers Seller and the Asset Selling Affiliates under this Agreement or any other Transaction Documentof the Ancillary Agreements to which the Seller or any Asset Selling Affiliate is a party.

Excluded Assets. The Acquired Assets shall not include any of the following (collectively, the “Excluded Assets”): (a) the Purchase Price delivered to Sellers pursuant to this Agreement; (b) all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding Notwithstanding anything to the contrary in this Agreement, nothing in connection this Agreement shall be construed as conferring on the Buyer, and the Buyer is not acquiring, any right, title or interest in or to the following specific assets which are associated with the transfer Acquired Assets, but which are hereby specifically excluded from the sale and the definition of Acquired Assets herein (including efforts the "Excluded Assets"): (a) Certificates of deposit, shares of stock, securities, bonds, debentures, debt instruments and interests in joint ventures, partnerships, limited liability companies and other entities (including, without limitation, the Seller's member account balances with N▇▇▇), except the assets comprising the Decommissioning Funds, the funds referred to obtain in Section 2.1(o), and, subject to Section 2.1(p), the right assets funding the Seller's Benefit Plans that are assumed by the Buyer pursuant to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cashSection 6.8; (sb) All cash, cash equivalents, bank deposits, accounts and notes receivable (trade or otherwise), and any income, sales, property, payroll or other Tax receivables, except the assets comprising the Decommissioning Funds, the funds referred to in Section 2.1(o), and, subject to Section 8.92.1(p), the Avoidance Actions; andassets funding the Seller's Benefit Plans that are assumed by the Buyer pursuant to Section 6.8; (tc) All rights to premium refunds made after the Closing under any insurance policies of the Seller, including (i) any rightsrights to receive premium refunds, distributions and continuity credits with respect to periods prior to the Closing Date pursuant to the ANI nuclear industry credit rating plan and (ii) the Seller's account balance with respect to its membership in N▇▇▇ accrued up to the Closing; (d) All claims for refunds of Department of Energy Decontamination and Decommissioning Fees paid by the Seller; (e) All tariffs, agreements and arrangements to which the Seller is a party for the sale of electric capacity and/or energy or causes of action of Sellers ancillary services and which are set forth in Schedule 2.2(e); (f) Any asserted or unasserted rights or claims that relate to the Excluded Assets or the Excluded Liabilities; (g) Any rights that accrue or will accrue to the Seller under this Agreement Agreement; (h) Except as disclosed in Schedule 4.15(a), any and all of the Seller's rights in any contract representing an intercompany transaction between the Seller and an Affiliate of the Seller, whether or any other Transaction Document.not such transaction relates to the provision of goods and services, payment arrangements, intercompany charges or balances, or the like, and which are listed in Schedule 2.2(h);

Excluded Assets. The Acquired Assets parties agree that certain assets of Sellers and the Company shall remain the property of Sellers and shall not include any of be sold to Buyer at the following Closing (collectively, the “Excluded Assets”): ). To the extent any of the Excluded Assets are owned or held by the Company, prior to the Closing the Company shall transfer such Excluded Assets to Sellers or to any other Person designated by Sellers as provided in Section 10.1. The Excluded Assets are: (a) all assets that are not used or held for use in, owned by, leased by or in the Purchase Price delivered to possession of Sellers pursuant to this Agreement; or their Affiliates, including the Company, principally in connection with the Business; (b) all cash and cash equivalentsrecords which relate primarily to Excluded Assets or Excluded Liabilities, including checks, commercial paper, treasury bills, certificates of deposit (with respect to Sellers but not the Company) files relating to Taxes and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; personnel files; (c) all Owned Real Property not listed or described on Schedule 2.1(d) the stock and not otherwise comprising any portion corporate record books of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); Sellers; (d) subject the rights which accrue or will accrue to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); Sellers under this Agreement; (e) all Trade Secrets; any inter-company receivables from Sellers or their Affiliates; (f) all capitalized leases; present and future refunds relating to Taxes of Sellers; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and all rights with respect thereto; (h) all litigation rights to proceeds thereof; which Sellers are plaintiffs and all causes of action and claims of every nature, kind and description; (i) all billing, route management and other software programs other than basic operating systems; (j) all p▇▇▇▇ and other cash and cash equivalents on hand or in a bank; (k) all bank accounts; (l) all escrow accounts; (m) all right, title and interest in any financial responsibility, financial assurance or similar mechanisms; (n) all telephoneother real property and all buildings on and fixtures to all real property of Sellers and their Affiliates, telex and telephone facsimile numbers and other directory listingsincluding the Company, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); not described on Exhibit B; (o) all Permits time clocks and pending applications therefor other than those specified in Section 2.1(ii)(f); GPS systems; (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively sold by Sellers in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in accordance with Section 2.1(ii7.3(d); ; (q) all Excluded Deposits; the assets listed on Schedule 1.2; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”)all other assets that do not constitute Assets; provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance ActionsEmployee Contracts; and and (t) any rightsletter of intent, claims or causes dated March 22, 2006 from United Site Services, Inc. to Arizona Waste Services regarding the acquisition of action portable toilet assets of Sellers under this Agreement or any other Transaction Document.Waste Services of Arizona, Inc.

Excluded Assets. The Acquired Assets shall not include any of Notwithstanding anything to the contrary contained herein, the following are excluded from sale under this Agreement (collectively, and excluded from the definition of “Excluded Assets”): ” hereunder) (a) all claims (including, without limitation, any litigation or arbitration claims), rights, rights of offset or causes of action that Sellers or their Affiliates may have against any person or entity arising under and relating to (i) Chapter 5 of the Purchase Price delivered to Sellers pursuant to this Agreement; Bankruptcy Code, and (ii) any other Excluded Assets or the Excluded Liabilities, (b) all cash claims (including, without limitation, any litigation or arbitration claims), rights, rights of offset or causes of action that Sellers or their Affiliates may have against the Committee and cash equivalentsits members (acting in such capacity), including checksagainst the Prepetition Lenders and the officers, commercial paperdirectors, treasury billsshareholders, certificates agents, employees, representatives and professionals (acting in such capacity) of deposit the Committee, the Prepetition Lenders, ▇.▇. Childs and other bank deposits Sellers, (c) in the event that the Buyer elects to cause the transaction to be treated as a taxable sale of assets for income Tax purposes (such election to be made not later than 75 days after the Closing Date), all refunds, net operating losses and claims relating to federal, state or municipal income Taxes of Sellers for periods prior to the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgerscorporate charters, corporate seals minutes and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period books and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephonerecords, telex and telephone facsimile numbers and other directory listings, other than telephone, telex documents and facsimile numbers specific exclusively instruments relating solely to the Facilities organization, maintenance and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets existence of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified Sellers as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further thatcorporations and, in the event that Buyer elects to cause the transaction to be treated as a taxable sale of assets for income tax purposes, the Taxes of Sellers (I) provided that Buyer has timely delivered may make copies of all books and not withdrawn the Qteros Option Notice and irrevocably agreed records related to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing Taxes and, upon obtaining prior to disposing of such rightbooks and records, Sellers shall assign offer such books and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares records to Buyer), Buyer shall be responsible for (e) the capital stock of Sellers and each of their subsidiaries, (f) the Excluded Cash, (g) the Non-Assumed Contracts, (h) all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action and claims that may be asserted against Buyer and/or any of its Affiliates and all rights of Sellers under this Agreement or any other Transaction Documentagreements or instruments otherwise delivered in connection with this Agreement, and (i) all insurance proceeds intended to reimburse Sellers with respect to Excluded Assets or Excluded Liabilities (all of the foregoing, collectively, the “Excluded Assets”).

Excluded Assets. The Acquired Notwithstanding anything to the contrary in this Agreement, the System Assets shall not include any of include, and there are excepted, reserved and excluded from the transactions contemplated hereby, the following (collectively, the “Excluded Assets”): (a) All corporate, financial, income and franchise Tax and legal records of Contributing Parties that relate primarily to Contributing Parties’ business generally (whether or not relating to the Purchase Price delivered System Assets), and all books, records and files to Sellers the extent that the same relate to the Excluded Assets and copies of those records retained by Contributing Parties pursuant to this AgreementSection 2.1(i); (b) All geological and geophysical data (including all cash and cash equivalentsseismic data, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(mreprocessed data) and excluding any deposit amounts included in Pre-Paid Expensesall logs, interpretive data, technical evaluations, technical outputs, reserve estimates and economic estimates; (c) all Owned Real Property not listed All rights to any refund of Taxes in respect of any Taxes for which any Contributing Party is liable for payment or described on Schedule 2.1(d) and not otherwise comprising any portion of for which Anadarko is required to indemnify the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)Recipient Parties under Section 9.3; (d) subject to Section 7.15, all oil extraction equipment described on Those items listed in Schedule 2.2(d); (e) all Trade SecretsAll trade credits, accounts receivable, notes receivable, and other receivables attributable to the System Assets with respect to any period of time ending prior to the Effective Time; (f) all capitalized leasesAll right, title and interest of Contributing Parties in and to vehicles used in connection with the System Assets; (g) any shares All rights, titles, claims and interests of capital stock or other equity interest of any Seller Contributing Parties or any Affiliate of Sellers’ Subsidiaries a Contributing Party with respect to any period of time prior to the Effective Time (i) to or under any policy or agreement of insurance or any securities convertible intoinsurance proceeds, exchangeable except to the extent Recipient Parties assume liability for a Loss for which a Contributing Party is insured, and (ii) to or exercisable for shares of capital stock under any bond or other equity interest of any Seller or any of Sellers’ Subsidiaries;bond proceeds; and (h) all minute booksAny patent, stock ledgerspatent application, corporate seals and stock certificates logo, service ▇▇▇▇, copyright, trade name or trademark of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers or associated with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement Contributing Parties or any other Transaction DocumentAffiliate of a Contributing Party or any business of a Contributing Party or of any Affiliate of a Contributing Party.

Excluded Assets. The Acquired Notwithstanding anything in this Agreement to the contrary, the Purchased Assets do not include, Sellers shall not include retain all right, title and interest in, to and under, and Buyer will in no way be construed to have purchased or acquired (or to be obligated to purchase or to acquire) any interest whatsoever in, any of the following assets (collectively, the “Excluded Assets”): (a) the Purchase Price delivered to Sellers pursuant to this Agreementany cash or cash equivalents of Sellers; (b) all cash and cash equivalentsany accounts or notes receivable held by Sellers or any security, including checksclaim, commercial paper, treasury bills, certificates of deposit and remedy or other bank deposits as right related to any of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expensesforegoing; (c) all Owned Real Property not listed Other Minerals and mining or described on Schedule 2.1(d) and not otherwise comprising extraction rights pertaining thereto owned by third parties (other than Sellers or their Affiliates), other than those leased to either Seller pursuant to any portion of the Facilities or the Office Building Leases (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Buildingif applicable); (d) subject the rights that accrue or may accrue to Section 7.15, all oil extraction equipment described on Schedule 2.2(d)Sellers under this Agreement and the other Transaction Documents; (e) all Trade Secretsthe insurance policies of Sellers and the rights thereunder; (f) all capitalized leasespersonnel records and other records that Sellers are required by law to retain in their possession; (g) any shares all of capital stock the properties or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesassets specifically listed on Schedule 2.2(g); (h) all minute books, stock ledgers, corporate seals and stock certificates rights of SellersSellers under the MCSA not assigned to Buyer under the MCSA Partial Assignment; (i) any Contract that is not an Assigned Contract;all rights expressly retained by Sellers, as applicable, under the (i) Buckhorn Partial Assignment and Coal Mountain Partial Assignment; and (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period all Coal Reserves and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies mining and extraction rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to appurtenant thereto lying outside the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically boundary identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers the ▇▇▇▇▇▇▇ Reserve boundary on the ▇▇▇▇▇▇▇ Reserves Map (the “Qteros SharesExcluded Coal Reserves”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to . In the Sale Hearing (event of any conflict or inconsistency between the “Qteros Option Notice”)Disclosure Schedules under Sections 2.1 and 2.2, the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration Disclosure Schedules at the Closing, be an Acquired Asset and Section 2.2 shall be transferred to Buyer at controlling on the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction DocumentParties.

Excluded Assets. The Acquired Notwithstanding anything to the contrary contained herein, the Purchased Assets shall do not include include, no Seller is selling, assigning, transferring, conveying or delivering, and neither the Purchaser nor any Affiliate of the Purchaser is purchasing, acquiring or accepting from any Seller, any of the following assets, properties or rights (collectively, the “Excluded Assets”): (a) subject to Section 2.1(j), all cash, cash equivalents and bank accounts of the Purchase Price delivered to Sellers pursuant to this AgreementSellers; (b) all cash and cash equivalentsContracts that are not Assigned Contracts, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of all Group Contracts (the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses“Excluded Contracts”); (c) all Owned Real Property not listed the corporate seals, minute books, stock books, Tax Returns, books of account or described on Schedule 2.1(d) and not otherwise comprising other records having to do with the corporate organization of any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)Seller; (d) subject to Section 7.15any Intellectual Property (i) that is not Business Intellectual Property, all oil extraction equipment described on Schedule 2.2(d)(ii) that is Business Intellectual Property and consists of trademarks, trade names, URLs or domain names that include the words “The New York Times”, “Times Company”, “Regional Media Group”, or any variations thereof, or (iii) that is licensed under a Group Contract or that is used by or for the benefit of the business of The New York Times Company or its Affiliates other than the Business; (e) all Trade Secretsthe shares of capital stock of, or other equity interests in, each Seller; (f) all capitalized leasesthe rights of the Sellers under this Agreement and the Ancillary Agreements; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible intoexcept as set forth in Section 6.8, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesall assets attributable to Benefit Plans; (h) all minute booksany assets, stock ledgers, corporate seals properties and stock certificates of Sellersrights not otherwise identified as a Purchased Asset and not Related to the Business; (i) any Contract that is not an Assigned Contractrefunds of Taxes and tax loss carry-forwards related to periods prior to the Closing Date; (j) all amounts payable to any Lease that is not an Assigned LeaseSeller due from any Affiliate thereof; (k) any refunds the assets relating to the Parent’s (i) abstracting and editing operations conducted at Gainesville, Florida, and (ii) printing operations at Houma, Louisiana and Lakeland, Florida, all as set forth on Section 2.2(k) of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunderDisclosure Schedule; (l) all Accounts Receivable;assets owned by third-party printing customers, including equipment owned by Dow ▇▇▇▇▇ located at Lakeland, Florida; and (m) all insurance policies the assets, properties and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to set forth on Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer2.2(m) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction DocumentDisclosure Schedule.

Excluded Assets. The Acquired Assets shall not include any of the following (collectively, the “Excluded Assets”): (a) the Purchase Price delivered to Sellers pursuant to this Agreement; (b) all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding Notwithstanding anything to the contrary in this Agreement, nothing in connection this Agreement shall be construed as conferring on Buyer, and Buyer is not acquiring, any right, title or interest in or to the following specific assets which are associated with the transfer NMP-2 Assets, but which are hereby specifically excluded from the sale and the definition of NMP-2 Assets herein (including efforts the "Excluded Assets"): (a) Except as expressly identified in Schedule 4.13(b) or the Interconnection Agreement, the electrical transmission or distribution facilities (as opposed to obtain the right to freely assign and transfergeneration facilities) of Sellers or any of their Affiliates located at the Qteros Shares Site or forming part of the Facilities (whether or not regarded as a "transmission" or "generation" asset for regulatory or accounting purposes), including all switchyard facilities, substation facilities and support equipment, as well as all permits, contracts and warranties, to Buyerthe extent they relate to such transmission and distribution assets (collectively, Buyer shall be responsible for all costs and expensesthe "Transmission Assets"), and Sellers shall not be required to make any expenditure or incur any obligation those assets, facilities and agreements identified on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cashSchedule 2.2(a); (sb) subject Certificates of deposit, shares of stock, securities, bonds, debentures, evidences of indebtedness, and interests in joint ventures, partnerships, limited liability companies and other entities (including, without limitation, Sellers' member account balances with ▇▇▇▇), except the assets comprising the Decommissioning Funds; (c) All rights to Section 8.9collect premium refunds made after the Closing Date under Nuclear Insurance Policies to the extent that such refunds relate to premiums paid prior to the Closing Date; (d) All cash, cash equivalents, bank deposits, accounts and notes receivable (trade or otherwise), and any income, sales, payroll or other tax receivables, except the assets comprising the Decommissioning Funds; (e) Subject to a license to be hereafter granted by NMPC as contemplated by the NMP-1 Asset Purchase Agreement, the Avoidance Actionsrights of Sellers and their Affiliates to the names "Niagara Mohawk Power Corporation", "New York State Electric & Gas Corporation", "NYSEG", "Rochester Gas and Electric Corporation", "RG&E", "Central ▇▇▇▇▇▇ Gas & Electric Corporation", "Central ▇▇▇▇▇▇" or any related or similar trade names, trademarks, service marks, corporate names or logos, or any part, derivative or combination thereof; (f) All tariffs, agreements and arrangements to which any Seller is a party for the purchase or sale of electric capacity and/or energy or for the purchase or sale of transmission or ancillary services; (g) Other than those contemplated by Section 2.1(p), the rights of Sellers in and to any causes of action, claims and defenses against third parties (including indemnification and contribution) relating to any Real Property or personal property, Permits, Taxes, Real Property Agreements, Sellers' Agreements or the Non-material Contracts, if any, including any claims for refunds (including refunds of previously paid Department of Energy Decommissioning and Decontamination Fees), prepayments, offsets, recoupment, insurance proceeds, condemnation awards, judgments and the like, whether received as payment or credit against future liabilities, relating specifically to the Facilities or the Site and relating to any period prior to the Closing Date; and (th) Any and all of Sellers' rights in any rightscontract representing an intercompany transaction between a Seller and an Affiliate of such Seller, claims whether or causes not such transaction relates to the provision of action of Sellers under this Agreement goods and services, payment arrangements, intercompany charges or any other Transaction Documentbalances, or the like.

Excluded Assets. The Acquired Notwithstanding the foregoing Section 1.2(a), the Purchased Assets shall do not include include, and neither the Seller nor any of its Affiliates is selling, assigning, transferring, conveying or delivering, and neither the US Purchaser nor any of its Affiliates is purchasing, acquiring or accepting from the Seller or any of its Affiliates, any of the following assets, properties and rights, of the Seller or any of its Affiliates (collectively, the “Excluded Assets”): (a) the Purchase Price delivered to Sellers pursuant to this Agreement; (bi) all cash and cash equivalentsequivalents of the Seller or any of its Subsidiaries, including checksany restricted cash, commercial paper, treasury bills, certificates of deposit and other together with all rights to all bank deposits as accounts of the Closing Date, in each case excluding Seller or any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expensesof its Subsidiaries; (cii) all Owned Real Property Contracts to which the Seller is a party that are not listed or described Assumed Contracts, and all Contracts set forth on Schedule 2.1(dSection 1.2(b)(ii) and not otherwise comprising any portion of the Facilities or Seller Schedules (the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building“Excluded Contracts”); (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); (eiii) all Trade Secrets; (fA) all capitalized leases; Tax Returns not primarily related to the Business or the Purchased Assets, (gB) any shares of capital stock Tax Returns that are consolidated, combined or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible intootherwise group Tax Returns, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; and (hC) all minute books, organizational documents, stock ledgersand share registers, corporate seals and stock certificates such other books (including company books) and records of Sellersthe Seller and its Affiliates as pertain to ownership, organization or existence of the Seller and its Affiliates; (iiv) all interest in or right to any Contract that is refund of Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities for, or applicable to, any taxable period (or portion thereof) ending on or prior to the Closing Date; (v) all personnel files for current and former service providers of the Seller and its Affiliates who are not an Assigned Transferred Employees, and all Retained Personnel Records; (vi) all Seller Benefit Plans and Employee Agreements (in the case of Employee Agreements, except as set forth in Section 1.2(a)(xii)), together with the assets of such Seller Benefit Plans, and insurance policies, administrative services agreements and other Contracts related thereto; (vii) except as set forth in Section 1.2(a)(ix), all insurance policies of the Seller and its Subsidiaries, subject to Section 4.4; (viii) all rights of the Seller and its Affiliates under this Agreement, any Ancillary Agreement or any Excluded Contract; (jix) all Contracts between the Seller and any Lease that is not an Assigned Leaseprofessional employer organization; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (lx) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers capital stock and other directory listingsequity interests of any Person, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers Transferred Equity Interests (the foregoing (i) through (x), the “Qteros SharesSpecified Excluded Assets”); provided thatand (xi) any assets, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent properties or rights that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the ClosingPurchased Assets, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding including all Intellectual Property Rights that are not Transferred IP. Notwithstanding anything to the contrary in this AgreementSection 1.2(b), in connection with the transfer (including efforts to obtain the right to freely assign any assets, properties and transfer) rights of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers Transferred Company shall not be required to make any expenditure or incur any obligation on their own or on behalf constitute Excluded Assets, it being acknowledged and agreed that such assets, properties and rights shall remain the assets, properties and rights of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, Transferred Company immediately after the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction DocumentClosing.

Excluded Assets. The Acquired Assets shall not include any Notwithstanding anything to the contrary in Section 1.1 (Assets) or elsewhere in this Agreement, those assets of the following each Seller described below (collectively, the “Excluded "EXCLUDED ASSETS"), are not part of the sales and purchases contemplated hereunder, are excluded from the Assets”):, shall be retained by such Seller following the Closing and shall not be conveyed to any Buyer: (a) all cash, cash deposits, cash equivalents and short-term investments (other than the Purchase Price delivered to Sellers pursuant to this Agreementdeposits listed on Schedule 1.1(d)); (b) all cash minute books, membership interest records and cash equivalents, including checks, commercial paper, treasury bills, certificates corporate seals of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid ExpensesSeller; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising the membership interests of any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)other Seller; (d) subject to Section 7.15board-designated, restricted and trustee-held or escrowed funds (such as funded depreciation, debt service reserves, working capital trust assets, and assets and all oil extraction equipment described on Schedule 2.2(d)investments) and accrued earnings thereon; (e) all Trade Secretsamounts payable to such Seller as a result of or arising from Retrospective Payment Adjustments; (f) all capitalized leasesrecords relating to the Excluded Assets and Excluded Liabilities (as defined below) and all records (including, but not limited to, personnel records) which by law such Seller is required to maintain in its possession; provided, that, to the extent that the applicable Buyer needs the same post-Closing in connection with the ongoing activities of its Facility, its Assets, or the Assumed Liabilities (as defined below), such respective Seller will comply with Section 10.2 (Post-Closing Access to Information with respect to such records); (g) any shares of capital stock and all deposits and prepaid expenses related to the Excluded Assets and Excluded Liabilities (such as prepaid legal expenses or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesinsurance premiums); (h) any and all minute booksdeposits and prepaid expenses with, stock ledgersor receivables (billed and unbilled, corporate seals and stock certificates recorded or unrecorded) from, or any other rights of such Seller against, any other Seller or any Affiliate of any of the Sellers, other than any Assumable Deposits, other deposits, prepaid expenses with, or receivables from Affiliates in connection with the Leases; (i) any Contract that is not an Assigned Contractand all Government Patient Receivables (but not, for purposes of clarification, the amount specified in Section 1.1(f)); (j) any Lease that is not an Assigned Leaseall supplies, drugs, food, other disposables and consumables and other inventory consumed or otherwise disposed of by such Seller in the ordinary course of business prior to Closing consistent with past practices of such Seller; (k) any refunds of Taxes paid by Sellers with respect all insurance policies and rights thereunder, including all proceeds arising therefrom (except to a Pre-Closing Tax Period and not the extent otherwise reimbursed by Buyer hereunderspecified in Section 1.1(o)); (l) all Accounts Receivablerights in connection with and assets of the Benefit Plans (defined below); (m) all insurance policies claims, causes of action, and rights judgments in favor of such Seller to proceeds thereofthe extent they relate to the Excluded Assets or the Excluded Liabilities; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively assets or property sold or consumed in the ordinary course of business prior to the Facilities and included Closing or otherwise sold, consumed or distributed in Acquired Assets pursuant to Section 2.1(n)accordance with or not in violation of this Agreement; (o) all Permits rights of such Seller under this Agreement and pending applications therefor all other than those specified in Section 2.1(ii)(f)agreements referenced herein, or ancillary hereto, to which such Seller is a party; (p) any properties the leasehold interest of Pride Institute Seller to the premises located at 280 Madison Avenue, Unit #305-6-7, New York, NY, 10016, together with ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇her fixtures thereon, and assets of the Company all rights, privileges, hereditaments and easements, located or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in appurtenant to or held for use exclusively included in the Businesspremises, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii)including without limitation, all sewer and water discharge capacity, if any, allocated or reserved thereto and all development rights with respect thereto; (q) all Excluded Depositsassets or property of the Pride Foundation, a not-for-profit foundation organized pursuant to Section 501(c)(3) of the Internal Revenue Code as of 1986 (the "CODE"), including, but not limited to, the right to use its name "PRIDE FOUNDATION" and any related trade names, trademarks, service marks, logos, brand names, trade address, designs or other symbols or any variants thereof or any other names which are proprietary to such foundation and all goodwill related thereto; (r) shares all personal property of capital stock of Qteros (formerly SunEthanolRichard Kresch stored in Summit Health Seller's Leased Premises, a des▇▇▇▇▇▇▇▇ ▇▇ ▇▇ich is set forth on Schedule 1.2(r) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cashhereto; (s) subject for purposes of clarification, all rights, properties and other assets owned by Affiliates (other than subsidiaries of such Seller or other third parties, including, but not limited to, fee simple to the Leased Premises; (t) those contracts specified on Schedule 1.2(t); (u) those assets specified on Schedule 1.2(u); (v) any and all claims of such Seller for Taxes (as defined in Section 8.93.16 (Taxes)) (including but not limited to the proceeds from the suit for the property tax appeal of Fair Oaks Properties, LLC vs. The City of Summit for the Avoidance Actionsappeal of property tax valuations for Summit Hospital and any other suit or proceeding seeking a reduction in or refund of real estate Taxes; provided that, (i) Seller shall continue to prosecute such suits and other proceedings after Closing, and (ii) to the extent such proceeds from any such suit or other proceeding relate to the period after the Closing Date, such proceeds shall not be Excluded Assets); and (tw) any rights, claims or causes of action of Sellers under this Agreement or any and all prepaid expenses and other Transaction Document.prepaid items covered by Section 12.30

Excluded Assets. The Acquired Notwithstanding anything to the contrary contained herein, the Station Assets shall not include any of the following assets or any rights, title and interest therein (collectively, the “Excluded Assets”): (a) the Purchase Price delivered to Sellers pursuant to this Agreement; (b) all cash and cash equivalentsequivalents of Seller, including checkswithout limitation certificates of deposit, commercial paper, treasury bills, certificates marketable securities, money market accounts and all such similar accounts or investments; (b) all tangible and intangible personal property of deposit Seller retired or disposed of between the date of this Agreement and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expensesaccordance with Article 4; (c) all Owned agreements for the sale of advertising time on the Stations and all other contracts, agreements and leases other than the Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)Leases; (d) subject Seller’s corporate names, any trade names not exclusive to Section 7.15the operation of the Stations, charter documents, business records, and books and records relating to the organization, existence or ownership of Seller, duplicate copies of the records of the Stations, and all oil extraction equipment described on Schedule 2.2(d)records not relating to the operation of the Stations; (e) all Trade Secretscontracts of insurance, all coverages and proceeds thereunder and all rights in connection therewith, including without limitation rights arising from any refunds due with respect to insurance premium payments to the extent related to such insurance policies; (f) all capitalized leasespension, profit sharing plans and trusts and the assets thereof and any other employee benefit plan or arrangement and the assets thereof, if any, maintained by Seller or any other asset or liability associated with Seller’s employees; (g) the Stations’ accounts receivable and any shares other rights to payment of capital stock cash consideration for goods or other equity interest of services sold or provided prior to the Closing or otherwise arising during or attributable to any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesperiod prior to Closing (the “A/R”); (h) all minute books, stock ledgers, corporate seals any non-transferable shrinkwrapped computer software and stock certificates any other non-transferable computer licenses that are not material to the operation of Sellersthe Stations; (i) any Contract that is not an Assigned Contractall deposits and prepaid expenses (and rights arising therefrom or related thereto), except to the extent Seller receives a credit therefor under Section 1.6; (j) computers and other similar assets and any Lease other operating systems and related assets that is not an Assigned Leaseare used in the operation of multiple stations, except for any such items that are specifically set forth as included in the Station Assets on the Schedules hereto; (k) any refunds all trademarks, trade names, service marks, internet domain names, copyrights, programs and programming material, jingles, slogans, logos and other intangible property, programming information and studies, marketing and demographic data, advertising studies, sales correspondence, lists of Taxes paid by Sellers with respect to a Pre-Closing Tax Period advertisers and not otherwise reimbursed by Buyer hereunder;credit and sales reports; and (l) the Stations’ studio site and all Accounts Receivable; (m) equipment located therein, together with all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Businessoperation of any other station owned or operated by Seller or an affiliate of Seller, other than those except for any such items that are specifically identified set forth as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to Station Assets on the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Documentschedules hereto.

Excluded Assets. The Acquired For the avoidance of doubt, and notwithstanding anything in Section 2.1 to the contrary, Seller and Buyer expressly acknowledge and agree that the Purchased Assets shall not include include, and neither Seller nor any Selling Subsidiary is selling, transferring, assigning, conveying or delivering to Buyer, and Buyer shall not purchase, acquire or accept from Seller or any Selling Subsidiary, any of the following rights, properties or assets set forth or described in paragraphs (collectivelya) through (n) below (the rights, properties and assets expressly excluded by this Section 2.2 being referred to herein as the “Excluded Assets”): (a) all Intellectual Property that is not Purchased Intellectual Property or licensed to the Purchase Price delivered to Sellers pursuant to this Buyer under the Intellectual Property License Agreement, including the Intellectual Property set forth on Schedule 2.2(a); (b) all cash and any cash, cash equivalents, including checksbank deposits, commercial paperinvestment accounts, treasury billslockboxes, certificates of deposit and other deposit, marketable securities, bank deposits as accounts, corporate credit cards, corporate calling cards of the Closing DateSeller or any Affiliate of Seller, in each case excluding including any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenseslease deposits; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)Excluded Contracts; (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d)any rights in any real property other than the Assumed Leases; (e) all Trade Secretsthe Excluded Equipment; (f) all capitalized leasesany Excluded Records; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ SubsidiariesGovernmental Permits; (h) any information management system of Seller or any Affiliate of Seller, and all minute booksSoftware residing thereon, stock ledgersthat is not exclusively related to, corporate seals and stock certificates or exclusively used or exclusively held for use in, the operation or conduct of Sellersthe Business or not otherwise listed as Purchased Equipment; (i) any Contract that is not an Assigned Contractclaim, right or interest of Seller or any Affiliate of Seller in or to any refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, the basis of which arises or accrues in any Pre-Closing Tax Period; (j) any Lease that is not an Assigned Leaseinsurance policies, binders and claims and rights thereunder and the proceeds thereof; (k) any refunds except as specifically provided in Section 5.6, all of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunderthe assets of the Benefit Plans; (l) all Accounts Receivableany rights, claims, defenses or causes of action of Seller or any Affiliate of Seller against Third Parties relating to the specific causes of action set forth on Schedule 2.2(l); (m) all insurance policies call centers, and rights to proceeds thereof;all external telephone numbers of any Business Employee that is not a Transferred Employee; and (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included any securities or equity interests in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction DocumentPerson.

Excluded Assets. The Acquired Assets shall not include any Notwithstanding the provisions of Section 2.1 or anything to the contrary herein, the following assets, rights and properties of the following Seller (collectively, the “Excluded Assets”):), shall be retained by the Seller, and Purchaser and its designees shall acquire no right, title or interest in the Excluded Assets in connection with the Transaction: (a) all (i) cash and cash equivalents, wherever located, including bank balances and bank accounts or safe deposit boxes, monies in the Purchase Price delivered to Sellers pursuant to this Agreementpossession of any banks, savings and loans or trust companies and similar cash items, (ii) escrow monies and deposits, including deposits in the possession of landlords and utility companies, (iii) monies held as professional retainers by service providers or in any professional fee escrow and (iv) investment securities and other short- and medium-term investments; (b) all cash records, documents or other information solely and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as exclusively relating to current or former employees of the Closing DateSeller that are not hired by Purchaser, in each case excluding and any item described in Section 2.1(ii)(m) and excluding materials to the extent containing information about any deposit amounts included in Pre-Paid Expensesemployee, disclosure of which would violate Applicable Law or such employee’s reasonable expectation of privacy; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion interest of the Facilities Seller under this Agreement or the Office Building (it being understood that it is Related Documents, including, without limitation, the intention of Sellers right to convey receive the Purchase Price and to Buyer all real property enforce the Seller’s rights and interests in real property comprising remedies thereunder, and any portion interest of the Facilities and Seller under any agreement providing for the Office Building)sale of an Excluded Asset; (d) subject all Excluded Contracts (including all prepaid assets relating to Section 7.15the Excluded Contracts); provided, all oil extraction equipment described on Schedule 2.2(d);however, for avoidance of doubt, that the following shall not be Excluded (ei) all Trade Secrets; the licenses described at Section 2.1(c)(1) and 2.1(c)(2) and (fii) all capitalized leases; (g) any shares Designated Intellectual Property ownership of capital stock which was transferred to Gritstone by an inventor or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellersprior owner; (i) any Contract of Seller’s privileges, protections, and immunities for communications, documents, or materials, including without limitation, any attorney-client privilege, work product doctrine, common interest, or joint defense privilege, and electronic and tangible documents reflecting such communications and materials, and (ii) any existing or prior insurance policy and any claims, rights and proceeds under any insurance policies of the Seller, including director and officer, errors and omissions, fiduciary and commercial crime insurance policies; (f) any net operating losses, Tax assets or Tax attributes, rights of the Seller to Tax refunds or credits for overpayment of Taxes in lieu of a refund attributable to any taxable period (or portion thereof) ending on or before the Closing Date, and Tax Returns, related work papers, Tax information and Tax records of the Seller; (g) all Permits (including applications therefor and any trade or import/export Permits) that is (i) are not Transferred Assets under Section 2.1 or (ii) (x) are not transferable to Purchaser under Applicable Law and (y) are not Designated Patents; (h) the Excluded Books and Records; (i) any assets from time to time designated by Purchaser as an Assigned ContractExcluded Asset as permitted by Section 2.1 hereof; (j) any Lease that is not an Assigned Leasethe Avoidance Actions; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any Seller’s rights, claims or causes of action against any Person (including all guaranties, warranties, indemnities and similar rights in favor of Sellers the Seller or any of its Affiliates and including those relating to any of the Excluded Assets or Excluded Liabilities), in each case, whether arising by way of counterclaim or otherwise, and whether arising out of transactions occurring prior to, on or after the Closing Date, provided, however, that, notwithstanding anything herein to the contrary, all of the Seller’s rights, claims or causes of action against any Person in, or relating in any way to, the Designated Intellectual Property, the Designated Contracts, the Permits described in Section 2.1(b), the Samples, the assets listed in Section 2.1(h) and/or the Assumed Liabilities are and shall be Transferred Assets, not Excluded Assets; (l) all of the Seller’s right, title and interest to any of the assets set forth on Schedule 2.2(l); and (m) all prepaid expenses, claims, deposits, prepayments, refunds, causes of action, demands, actions, suits, rights of recovery, rights under guarantees, warranties, indemnities and all similar rights against third parties, rights of setoff and rights of recoupment, in each case, to the extent exclusively related to or exclusively used in or held for use for any other Excluded Asset; (n) any employee benefit plan or asset related thereto; and (o) any account receivable, note receivable or similar right to receive payment arising out of, relating to or in respect of the operation of Seller prior to the Closing, except to the extent arising under a Designated Contract. Notwithstanding anything to the contrary contained in this Agreement or any of the other Transaction DocumentRelated Documents, Purchaser acknowledges and agrees that all of the following are also Excluded Assets, and all right, title and interest in and to all Excluded Assets shall be retained by the Seller and shall remain the property of the Seller (and shall expressly be excluded from the sale, transfer, assignment and conveyance to Purchaser hereunder), and neither Purchaser nor any of its Affiliates shall have any interest therein: (x) all records, reports or other information prepared or received by the Seller or any of its Affiliates in connection with the Bankruptcy Case, the sale of the Business and/or the Transactions, including all analyses relating to the Business or Purchaser so prepared or received; and (y) all confidentiality agreements with prospective purchasers of the Business, any Transferred Asset, any Excluded Asset or any portion thereof and all bids and expressions of interest received from third parties with respect thereto.

Excluded Assets. The Notwithstanding anything herein to the contrary, the Acquired Assets shall not include any of the following (collectively, the “Excluded Assets”): (a) each Seller’s rights under this Agreement and the Transaction Documents (including the right to receive the Purchase Price delivered to Sellers pursuant to this Agreement); (b) other than ▇▇▇▇▇ Cash, all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as deposits, securities, securities entitlements, instruments and other investments of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) Sellers and excluding any deposit amounts included in Pre-Paid Expensesall bank accounts and securities accounts; (c) all Owned Real Property not listed Documents prepared in connection with this Agreement or described on Schedule 2.1(dthe transactions contemplated hereby or primarily relating to the Bankruptcy Case, all minute books, corporate records (such as stock registers) and organizational documents of Sellers and the Retained Subsidiaries, Tax Returns, other Tax work papers, and all other Documents not otherwise comprising any portion of related to the Facilities Business, the Acquired Stores, the Acquired Assets or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)Transferred Employees; (d) subject to Section 7.15any Contract that is not an Assigned Agreement, all oil extraction equipment described including the Contracts listed on Schedule 2.2(d), which Schedule may be modified in accordance with Section 7.8; (e) all Trade Secretsany Tax refunds, rebates or credits of Sellers; (f) all capitalized leasesClaims and Proceedings of Sellers (other than Claims described in Section 2.1(i)); (g) other than as set forth in Section 2.1(c), the Avoidance Actions; (h) all employees of the Sellers (other than Transferred Employees), all Employee Benefit Plans and all funding vehicles and assets of all Employee Benefit Plans; (i) any security deposits or pre-paid expenses (other than the Pre-Paid Expenses); (j) all insurance policies and binders, all claims, refunds and credits from insurance policies or binders due or to become due with respect to such policies or binders and all rights to proceeds thereof (other than as described in Section 2.1(i)); (k) all shares of capital stock or other equity interest interests of any Seller or any of Sellers’ Subsidiaries Retained Subsidiary or any securities convertible into, into or exchangeable or exercisable for shares of capital stock or other equity interest interests of any Seller Seller, Retained Subsidiary or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunderother Person; (l) other than as described in Sections 2.1(a), 2.1(b) or 2.1(k), all Accounts ReceivableInventory and Equipment located at any distribution centers or retail stores operated by Sellers or any franchisees or licensees of Sellers; (m) all insurance policies real property owned by any Seller, including all facilities, fixtures and rights to proceeds thereof;improvements thereon; and (n) all telephoneany assets, telex properties and telephone facsimile numbers and other directory listings, rights of any Sellers other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Document.

Excluded Assets. The Acquired Assets shall Seller will retain and not include any of transfer, and Holdco or a Subsidiary thereof will not purchase or acquire, the following properties, assets and rights (collectively, the “"Excluded Assets”"): (a) the Purchase Price delivered to Sellers pursuant to this Agreementcash and cash equivalents; (b) all cash rights to settlements and cash equivalentsretroactive adjustments, including checksif any, commercial paper, treasury bills, certificates of deposit and other bank deposits as for cost reporting periods ending on or prior to the Closing Date arising from or against the United States government under the terms of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid ExpensesPrograms; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)Privileged Documents; (d) subject all claims of Seller against third parties, and Seller's rights to Section 7.15offset amounts against claims made by third parties, all oil extraction equipment described on Schedule 2.2(d)with respect to any Excluded Liabilities; (e) all Trade Secretsproceeds, benefits, income or revenues accruing (and any security or other deposits made) with respect to any of the Excluded Assets; (f) all capitalized leasesSeller's corporate minute books, minutes, tax records and other records of Seller required to be maintained by Seller as a matter of law (it being understood that patient medical records are not intended to be excluded); (g) any shares of capital stock or other equity interest of any Seller or the name "▇▇▇▇▇▇▇▇▇▇" and all variations thereof, all trademarks and logos related thereto and all stationery, forms, labels, brochures, advertising materials and similar items bearing any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesthe foregoing; (h) all minute books, stock ledgers, corporate seals intercompany accounts of Seller and stock certificates of Sellersits Affiliates; (i) any Contract that is not an Assigned Contract;all commitments, contracts, leases, capital leases, notes, and agreements between Seller and its Affiliates; and (j) any Lease all policies, procedures, internal controls and reporting systems that is not an Assigned Leasehave been developed and maintained by PHC at its principal offices located in Houston, Texas; (k) any refunds of Taxes paid all computer hardware and software owned and licensed by Sellers with respect to a Pre-Closing Tax Period PHC and not otherwise reimbursed by Buyer hereundermaintained and located at PHC's Houston data center; (l) all Accounts Receivableany interest in and to the "▇▇▇▇▇▇▇▇▇▇ Pride" and "Service Advantage" programs; (m) all insurance policies and rights to proceeds thereofother assets located outside of the State of Utah other than assets used primarily in the Business or located outside the State of Utah on a temporary basis; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included equity interest held by Seller in Acquired Assets pursuant to Section 2.1(nthe entitie set forth on Schedule 2.3(n);; and (o) all Permits and pending applications therefor the other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation set forth on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction DocumentSchedule 2.3.

Excluded Assets. The Acquired Assets shall not include any of the following (collectively, the “Excluded Assets”): (a) the Purchase Price delivered to Sellers pursuant to this Agreement; (b) all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding Notwithstanding anything to the contrary in this Agreement, the Assets shall not include the following assets owned by a Chex Entity (together with the assets listed on exclusionary schedules under Subsection 4.1 above, collectively referred to as the “Excluded Assets”): (i) all cash, cash equivalents (including checks) and securities (including ownership and equity participation rights in other companies), vault cash, and cash on hand in automated teller machines; (ii) all bank and other depository accounts; (iii) all accounts receivable and receivables due from Chex Affiliates; (iv) refunds of Taxes and Tax loss carry forwards; (v) Business Insurance Policies or other insurance policies relating to the Business, any refunds paid or payable in connection with the cancellation or discontinuance of any insurance policies applicable to the Business, and any claims made under any such insurance policies (other than “occurrence” based claims which are subject to Subsection 8.9); (vi) the Benefit Plans and rights in assets associated with or allocated to the Benefit Plans ; (vii) rights under this Agreement, the Ancillary Agreements, the Purchase Price, or any agreement, certificate, instrument or other document executed and delivered by Game Financial in connection with the transactions contemplated by this Agreement; (viii) Chex Entities’ corporate record and minute books, stock registers, stock-transfer records and related files and records;(ix) the Maulson and ▇▇▇▇▇▇ litigation described Subsection 4.1(a)(vii) above); and (including efforts x) the royalty-free, non-exclusive, non-transferable (except to obtain a parent or subsidiary of a Chex Entity) right to retain a copy to use the customer database of the Chex Entities transferred to Game Financial (and for such use, the right to freely assign make and transfer) retain a copy thereof), but only for non-gaming-related purposes and only consistent with Subsection 8.11 below; provided, however, that the terms and conditions of the Qteros Shares this right to Buyer, Buyer use shall be responsible for all costs as mutually agreed by the parties prior to Closing (and expenses, the parties shall negotiate in good faith with respect to that agreement) and Sellers shall not be required to make any expenditure or incur any obligation that such right is conditioned on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Documentbeing consistent with applicable Law.

Excluded Assets. The Acquired Notwithstanding the provisions of Section 1.1 above or anything herein to the contrary, from and after the Closing, the Seller shall retain all of their existing right, title and interest in and to, and the Purchased Assets shall do not include include, and the Seller does not hereby transfer to the Purchaser any of the following assets (collectively, hereinafter the “Excluded Assets”): (a) the Purchase Price consideration delivered to Sellers the Seller by the Purchaser pursuant to this AgreementAgreement and all rights of the Seller under this Agreement or any of the Ancillary Agreements, including the Purchase Price; (b) all cash, cash equivalents and cash equivalentsmarketable securities derived from or otherwise related to the Business through the Closing, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expensesthan Restricted Cash; (c) all Owned Real Property any Contract of Seller that is not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)a Transferred Contract; (d) subject to Section 7.156.15, all oil extraction equipment described on Schedule 2.2(dinsurance policies and rights and claims thereunder, other than those identified in Section 1.1(f); (e) all Trade Secretsthe sponsorship of and any assets maintained pursuant to or in connection with any Employee Benefit Plan; (f) all capitalized leasescorporate minute books, stock transfer ledgers, the corporate seal of the Seller and the Seller’s other Books and Records that pertain only to the organization, existence, or equity capitalization of the Seller; (g) any shares the Seller’s income and franchise Tax Returns and tax records; provided, that the Purchaser shall be entitled to inspect and make copies of capital stock or other equity interest such portions of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariessaid returns related to the System and Business upon reasonable request; (h) all minute books, stock ledgers, corporate seals Tax assets (including duty and stock certificates tax refunds and prepayments and any deposit or reserve with respect to Taxes) and net operating losses of Sellersthe Seller; (i) any Contract that is not an Assigned Contract;bank accounts of the Seller, including any lock box or deposit accounts; Schedules; Assets; and (j) any Lease that is not an Assigned Lease;bonds or letters of credit set forth on Schedule 3.27 of the Disclosure (k) any refunds of Taxes paid by Sellers with respect books or records related solely and exclusively to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder;the Excluded (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided thatassets, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”)any, the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transferset forth on Schedule 1.2(l) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction DocumentDisclosure Schedules.

Excluded Assets. The Acquired Assets shall not include any of Notwithstanding anything to the contrary herein, the following assets and properties of, or in the possession of, the Asset Sellers (collectively, the “Excluded Assets”):) shall be retained by the Asset Sellers and shall be excluded from the Transferred Assets notwithstanding any other provision of this Agreement: (a) the Purchase Price delivered to Sellers pursuant to this Agreement; (bi) all cash and cash equivalents; (ii) all rights to the Seller Name and Marks, together with any Contracts granting rights to use the same; (iii) all loans or advances (including checkstrade accounts receivable/payable) between an Asset Seller and a Transferred Entity; (iv) all Tax Returns, commercial paperand all refunds of, treasury billsor credits relating to, certificates any Tax (A) of deposit and other bank deposits as of an Asset Seller for periods ending on or prior to the Closing Date, in each case excluding any item described in Section 2.1(ii)(mor (B) and excluding any deposit amounts included in Pre-Paid Expensesfor which Seller is responsible under Article IX; (cv) all Owned Real Property not listed or described on Schedule 2.1(dexcept as set forth in Section 2.02(a)(xiii) and not otherwise comprising for Buyer’s rights expressly provided under Section 7.03, all Insurance Policies and all rights of any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers nature with respect to convey any Insurance Policy, including any recoveries thereunder and any rights to Buyer all real property and interests in real property comprising assert claims seeking any portion of the Facilities and the Office Building)such recoveries; (dvi) subject all causes of action (including counterclaims) and defenses against third parties to Section 7.15the extent relating to any of the Excluded Assets or the Excluded Liabilities, all oil extraction equipment described on Schedule 2.2(d)as well as any books, records and privileged information relating thereto; (evii) all Trade SecretsSeller Intellectual Property and Seller Technology, including, any Intellectual Property or Technology listed in Section 4.11(e)(ii) of the Disclosure Schedule; (fviii) the Employee Plans and all capitalized leasesassets, rights and properties expressly excluded pursuant to Article VIII; (gix) all nontransferable or nonassignable Permits, including nontransferable Environmental Permits and any Permits that are not Related to the Business; (x) all rights under the Transaction Agreements; (xi) all assets consisting of or related to the Shared Services, including those related to IT systems, servers and systems hardware and networking and communications assets; (xii) all personnel and employment records for employees and former employees of the Asset Sellers who are not Transferred Employees; (xiii) except as expressly set forth in Section 2.02(a), any other assets, properties, rights and Contracts (including all Shared Contracts, subject to the rights and obligations set forth in Section 6.08) of the Asset Sellers to the extent not Related to the Business; (xiv) any shares other accounts and other receivables to the extent not related to the Business; (xv) (A) all corporate minute books and stock records (and other similar corporate records) of capital stock the Asset Sellers, (B) any books and records to the extent relating to the Excluded Assets, or (C) any books and records or other equity interest materials of or in the possession of the Asset Sellers that (1) any of the Asset Sellers are required by applicable Law to retain (copies of which, to the extent related to the Business and as permitted by applicable Law, will be made available to Buyer upon Buyer’s reasonable request), (2) are Tax Returns of the Asset Sellers or (3) any of the Asset Sellers are prohibited by applicable Law from delivering to Buyer, including any books and records, reports, information or other materials that disclose in any manner the contents of any other books and records, reports, information or other materials that any of the Asset Sellers is prohibited by applicable Law from delivering to Buyer (copies of which, to the extent related to the Business and as permitted by applicable Law, will be made available to Buyer upon Buyer’s reasonable request); and (xvi) (A) all records and reports prepared or received by Seller or any of Sellers’ Subsidiaries its Affiliates in connection with the sale of the Business or the Transactions, including all analyses relating to the Business or Buyer so prepared or received, (B) subject to the rights and obligations set forth in Section 6.03(c), all confidentiality agreements with prospective purchasers of the Business or any securities convertible intoportion thereof, exchangeable or exercisable for shares and all bids and expressions of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights received from third parties with respect thereto and pursuant to applicable Legal Requirements; provided further that(C) all privileged communications described in Section 13.19 and all privileged materials, in the event that (I) Buyer has timely delivered documents and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything records to the contrary in this Agreement, in connection with extent not related to the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction DocumentBusiness.

Excluded Assets. The Acquired Assets shall not include any of Notwithstanding anything in this Agreement to the contrary, the following assets and properties of Seller are not included in the Purchased Assets and are not being purchased by Purchaser pursuant to this Agreement (collectively, the “Excluded Assets”): (a) cash (other than p▇▇▇▇ cash) and cash equivalents (net of any amounts advanced or reimbursed by Purchaser or the Purchase Price delivered REIT to Sellers pursuant to this AgreementSeller for expenses or liabilities that have not been paid and are being assumed by Purchaser); (b) all cash and cash equivalentsloans, including checksnotes, commercial paperinvestments, treasury billsreceivables or advances made by or to Seller by or to any officer, certificates director, member, employee, partner, equityholder or affiliated entity of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid ExpensesSeller; (c) all Owned Real Property not listed or described on Schedule 2.1(d) of Seller’s Tax Returns and not otherwise comprising Tax filings related to income and franchise Taxes and any portion Tax books and records of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)Seller; (d) subject all right, title and interest of Seller in any bank, investment or securities accounts other than those relating to Section 7.15, all oil extraction equipment described on Schedule 2.2(d)the Business; (e) all Trade Secretsrights of Seller under this Agreement and the other Transaction Documents; (f) all capitalized leasesSeller’s (i) minute books, stock ledger, share transfer records and other organizational records having to do with the formation and capitalization of Seller, (ii) personnel records and other records relating to the Employees that Seller is required by Applicable Law to retain in its possession, and (iii) Seller’s Tax Returns (collectively, the “Excluded Records”); (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible intoall Contracts that are not Assumed Contracts, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries;including all oral contracts with Employees; and (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those items specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transferset forth on Schedule 1.2(h) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction DocumentSeller’s Disclosure Letter.

Excluded Assets. The Acquired Assets Notwithstanding anything in this Agreement to the contrary, except for the Purchased Assets, all other assets, properties or rights (including Contracts), wherever located, whether real, personal or mixed, tangible or intangible, of the Seller Entities, the Rexam Entities and each of their respective Affiliates (provided, however, that for purposes of this Section 1.2 (except Section 1.2(c), 1.2(d), 1.2(j), 1.2(m), 1.2(n), 1.2(o) and 1.2(p)), no Purchased Entity shall not include be considered an Affiliate of Seller, Rexam, or any of the following their other Affiliates that is not a Purchased Entity) (collectively, and including the assets listed below, the “Excluded Assets”):) shall be retained by the Seller Entities, the Rexam Entities and each of their respective Affiliates, and shall be excluded from the Purchased Assets, including the Seller Entities’, the Rexam Entities’ and each of their respective Affiliates’ right, title and interest to, the following assets, properties and rights: (a) the Purchase Price delivered to Sellers pursuant to this Agreementany and all cash and Cash Equivalents; (b) any and all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and Accounts Receivable (other bank deposits as than Accounts Receivable of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid ExpensesPurchased Entities); (c) all Owned Real Property not listed the equity, equity participation, voting rights or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property other participations and interests in real property comprising any portion the entities listed on Schedule 1.2(c) held by the Purchased Entities as of the Facilities date of this Agreement (the “Excluded Entities”) and transferred to Seller, Rexam or one or more of their respective Affiliates that is not a Purchased Entity in accordance with the Office Building)Restructuring Steps Plan; (d) subject the assets owned by the Purchased Entities as of the date of this Agreement and to Section 7.15be transferred to Seller, all oil extraction equipment described on Schedule 2.2(d)Rexam or one or more of their respective Affiliates that is not a Purchased Entity in accordance with the Restructuring Steps Plan; (e) (i) any and all Trade SecretsTax refunds and prepayments of Excluded Taxes and (ii) any net operating losses or other tax attributes of Seller or its Affiliates related to any Pre- Closing Tax Periods; (f) any and all capitalized leasesTax Returns except as set forth in Section 1.1(b)(iii)(B); (g) any shares of capital stock or and all Real Property other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesthan the Business Real Property; (h) any and all minute books, stock ledgers, corporate seals Business Permits and stock certificates of SellersEnvironmental Permits except as set forth in Section 1.1(b)(vi) and any Permits other than Business Permits; (i) any Contract that is not an Assigned Contractand all assets and rights related to Employee Benefit Plans (except as set forth in Section 1.1(b)(ix)); (j) except as set forth on Schedule 4.8, any Lease that is and all insurance policies (including self-insurance arrangements) and all rights and proceeds thereunder, whether or not an Assigned Leaserelated to the Business; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunderall credits, prepaid expenses, deferred charges, advance payments, security deposits, prepaid rent, prepaid items and duties; (l) all Accounts Receivableany (1) personnel records with respect to the Transferred Business Employees that Seller, Rexam or any of their Affiliates are required by Law to maintain in their possession and (2) Books and Records relating to any Purchased Asset or Assumed Liability that Seller, Rexam or any of their Affiliates are required by Law to maintain in their possession; (m) all insurance policies Excluded Fixtures, Equipment and rights to proceeds thereofTangible Personal Property; (n) any and all telephonerights under (i) the Customer Contracts (or portions thereof) set forth on Schedule 1.2(n)(i), telex and telephone facsimile numbers and (ii) the Contracts (or portions thereof) set forth on Schedule 1.2(n)(ii), (iii) any Shared Contract (or portions thereof) which Seller or its Affiliates are to retain or receive, as described in Section 1.13, (iv) any other directory listings, Contract with respect to Intellectual Property other than telephone, telex any Business IP License (the Contracts described under the foregoing clauses (i) – (iv) being the “Excluded Business Contracts”) and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n)(v) any other Contract that is not a Specified Business Contract; (o) any and all Permits Seller and pending applications therefor other than those specified Rexam Marks, without limiting the license set forth in Section 2.1(ii)(f)4.9; (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, all Intellectual Property other than those specifically identified as included in “Acquired Assets” Transferred Intellectual Property, without limiting the licenses set forth in Section 2.1(ii)4.9 and Section 4.10; (q) any and all Excluded Depositsrights to all causes of action, lawsuits, judgments, claims, defenses against third parties and demands of any nature (1) arising prior to the Closing Date, whether arising by way of counterclaim or otherwise, in each case whether or not related to the Business, the Purchased Assets (other than any of the foregoing held by the Purchased Entities) or the Assumed Liabilities and (2) arising on or after the Closing Date, other than as set forth in Section 1.1(b)(v); (r) shares any and all guaranties, warranties, indemnities and similar rights (1) in respect of capital stock the Business or a Purchased Asset (other than any of Qteros (formerly SunEthanolthe foregoing held by the Purchased Entities) owned by Sellers (for the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days period prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer Date and (II2) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible arising on or after the Closing andDate, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary other than as set forth in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cashSection 1.1(b)(viii); (s) subject to Section 8.9all rights of Seller, Rexam or their Affiliates arising under this Agreement, the Avoidance ActionsAncillary Agreements or from the consummation of the Transaction and the consummation of the transactions contemplated by the Ancillary Agreements; (t) the corporate charter, qualification to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, corporate seal, minute books, stock transfer books and blank stock certificates for any entity other than a Purchased Entity; (u) any intercompany receivables between (i) any Seller Entity or Rexam Entity and any of their respective Affiliates, or between any such Affiliate and any other such Affiliate or (ii) any Purchased Entity and any Affiliate of a Seller Entity or Rexam Entity; and (tv) any rightsand all assets listed on Schedule 1.2(v). Seller and Purchaser acknowledge and agree that neither Purchaser nor any of its Affiliates will acquire or be permitted to retain hereunder any direct or indirect right, claims title or causes of action of Sellers under interest in any Excluded Assets, except as provided in this Agreement or any other Transaction DocumentAgreement.

Excluded Assets. The Acquired Purchaser acknowledges and agrees that Purchaser is not purchasing or acquiring, and Seller is not selling, conveying, assigning or otherwise transferring, any rights or assets of Seller or its Affiliates that are not specifically listed in Section 2.01 as Purchased Assets and all such other assets and rights shall not include any of be excluded from the following Purchased Assets (collectively, the “Excluded Assets”):). For the avoidance of doubt, Excluded Assets shall include the following, whether or not the same are disclosed to Purchaser in or pursuant to this Agreement or otherwise: (a) the Purchase Price delivered to Sellers pursuant to this Agreementany cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority; (b) all cash and cash equivalentsany accounts receivable, including checks, commercial paper, treasury bills, certificates of deposit notes receivable and other bank deposits as indebtedness due and owed by any third party to Seller or any of its Affiliates arising or held in connection with the sale of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid ExpensesProducts prior to the Closing; (c) any Contracts of Seller or its Affiliates (including all Owned Real Property not listed or described on Schedule 2.1(d) Contracts and not otherwise comprising any portion arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Facilities Products), or rights therein or thereunder, other than the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)Transferred Contracts; (d) subject to Section 7.15any licenses, all oil extraction equipment described on Schedule 2.2(d)permits, registrations, certificates or other authorizations, consents, clearances or approvals of Seller or its Affiliates, other than the Transferred Governmental Authorizations; (e) all Trade Secretsany losses, loss carryforwards, credits, credit carryforwards and other Tax attributes, any deposits or advance payments with respect to Taxes and any claims, rights, and interest in and to any refund, credit or reduction of Taxes; (f) (i) the corporate books and records of Seller or its Affiliates, other than the Books and Records, (ii) all capitalized leasespersonnel records, (iii) any attorney work product, attorney-client communications and other items protected by attorney-client or similar privilege (“Privileged Communications”), (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents that were received from third parties in connection with their proposed acquisition of the Purchased Assets or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any shares current and prior insurance policies of capital stock Seller or other equity interest its Affiliates and any rights of any Seller or nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariessuch insurance recoveries; (h) all minute booksany IP Rights or similar rights of Seller or its Affiliates, stock ledgers, corporate seals and stock certificates of Sellersother than the Transferred IP Rights; (i) any Contract that is not an Assigned Contractreal estate owned or leased by Seller or its Affiliates; (j) any Lease rights that is not an Assigned Leaseinterfere with, hinder or compromise Seller’s ability to institute or maintain any claim, action, suit or proceeding against a third party for infringement of Patents owned, licensed or otherwise controlled by Seller or its Affiliates, including the Licensed IP Rights; (k) any refunds employees of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunderSeller or its Affiliates; (l) all Accounts Receivable; (m) all insurance policies and any other assets, properties or rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listingsof Seller or its Affiliates, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Purchased Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Document.

Excluded Assets. The Notwithstanding anything herein to the contrary, the Acquired Assets shall not include any of the following (collectively, the “Excluded Assets”):); provided, however, that Buyer may designate additional assets as Excluded Assets in accordance with Section 2.1: (a) all Cash and Cash Equivalents; (b) Seller’s rights under this Agreement (including the right to receive the Purchase Price delivered to Sellers Seller pursuant to this Agreement; (b) all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expensesthe Purchase Price; (c) all Owned Real Property not listed Documents, attorney-client privileged communications, work product of Seller’s attorneys regarding any Excluded Assets or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities prepared in connection with this Agreement, or the Office Building transactions contemplated hereby or relating to the Chapter 11 Cases, any interim or Final Orders, and any Documents that Seller is required by Law to retain, and corporate or other entity filings, but not including any Documents (it being understood including without limitation, any attorney-client privileged communications and work product of attorney) included as Acquired Assets pursuant to Section 2.1(j); provided, however, that it is Buyer shall have the intention right, to the extent permitted by applicable Law, to make copies of Sellers any portions of such retained books, records, and documents that relate to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)Acquired Assets; (d) subject to Section 7.15, all oil extraction equipment described on any Contracts (except those set forth in Schedule 2.2(d2.1(c)); (e) all Trade Secretsany Leases (except those set forth in Schedule 2.1(d)); (f) all capitalized leasesClaims and Proceedings of Seller (except those set forth in Section Closing; (g) refunds of Taxes paid by Seller with respect to any periods prior to the (h) shares of capital stock or other equity interest interests of any Seller the Debtors or any of Sellers’ Subsidiaries or any securities convertible into, into or exchangeable or exercisable for shares of capital stock or other equity interest interests of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellersthe Debtors; (i) all rights under any Contract that is not an Assigned ContractBenefit Plan; (j) any Lease that is not an Assigned Lease;all insurance policies and binders; and (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunderAccounts Receivable that aren’t Acquired Accounts Receivable; (l) all Accounts Receivableany Equipment (except those set forth in Schedule 2.1(b)); (m) all insurance policies and rights to proceeds thereofany Permits (except those set forth in Schedule 2.1(e)); (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included any Intellectual Property (except those set forth in Acquired Assets pursuant to Section 2.1(nSchedule 2.1(f)); (o) all Permits and pending applications therefor other than any Pre-Paid Expenses (except those specified set forth in Section 2.1(ii)(fSchedule 2.1(g)); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively IT Systems (except those set forth in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(iiSchedule 2.1(k)); (q) all Excluded Depositsany Deposits (except those set forth in Schedule 2.1(n)); (r) shares of capital stock of Qteros any Marketing Materials (formerly SunEthanol) owned by Sellers (the “Qteros Shares”except those set forth in Schedule 2.1(o); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9any Intellectual Property (except those set forth in Schedule 2.1(f)); (t) all chattel paper, the Avoidance Actionsnotes receivable and negotiable instruments owned or held by Seller (except those set forth in Schedule 2.1(p)); and (tu) any all other assets, properties, rights, interests, and claims or causes of action of Sellers under this Agreement or any other Transaction Documentthat are set forth in Schedule 2.2(u).

Excluded Assets. The Acquired Assets shall Seller will not include any of sell, assign, transfer, convey or deliver to Purchaser, and Purchaser will not purchase, acquire or accept from Seller, the following assets, properties, rights, Commitments and claims (collectively, the “Excluded Assets”): (a) All cash controlled by the Purchase Price delivered to Sellers pursuant to this AgreementCompany whether in copmmercial banks or held elsewhere and cash equivalents including investments (collectively, the “Cash”); (b) all cash The Seller’s corporate charter, minute and cash equivalentsstock record books, Tax Returns and Tax records, including notes, worksheets, files or other documents, checkbooks and cancelled checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (c) all Owned Real Property not listed Any collective bargaining agreement, similar agreement or described on Schedule 2.1(d) and not otherwise comprising other labor union contract to which any portion of the Facilities or the Office Building (it being understood that it Seller is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)a party; (d) subject All Seller Employee Benefit Plans and any trusts, insurance arrangements or other assets held pursuant to, or set aside to Section 7.15fund the obligations of Seller under, all oil extraction equipment described on Schedule 2.2(d)any such Seller Employee Benefit Plans; (e) all Trade SecretsAll rights, claims and credits of Seller to the extent relating exclusively to any other Excluded Asset or any Excluded Liability; (f) All of Seller’s insurance policies and rights thereunder and all capitalized leasesrights to applicable claims, benefits and proceeds thereunder; (g) any shares All rights of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesunder this Agreement and the Related Agreements; (h) All rights of Seller with respect to any prepayment, deposit, rebate or refund of Taxes or other governmental charges, including any claim therefor, together with all minute books, stock ledgers, corporate seals and stock certificates of Sellers;interest paid or credited by a Governmental Entity with respect thereto; and (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period The other property and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified assets expressly designated in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer1.2(h) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction DocumentDisclosure Schedule.

Excluded Assets. The Acquired Assets shall not include any Buyer expressly understands and agrees that the following assets and properties of the following Seller identified on the attached Schedule 2.3 (the “Excluded Assets”) shall be excluded from the Purchased Assets: (a) all rights of Seller and the Shareholders under this Agreement and the Ancillary Agreements; (b) all Contracts set forth on Schedule 2.3(b) (collectively, the “Excluded AssetsContracts”): (a) the Purchase Price delivered to Sellers pursuant to this Agreementand all rights of Seller thereunder; (bc) the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, and other documents relating to the organization, maintenance and existence of Seller as a company; (d) any records relating to Excluded Assets, Excluded Liabilities and related matters (including all Tax Returns and financial statements of Seller), and any work papers or materials in the possession of Seller or any of their Affiliates or any of their respective shareholders, members, officers, directors, employees, agents or attorneys relating to the evaluation and consideration by Seller of the transactions contemplated by this Agreement or the sale of assets of Seller or the Business to other Persons, or all personnel records and other records that Seller is required by Law to retain in their possession or is not permitted under Law to provide to Buyer; (e) all cash and cash equivalents, including checksincluding, commercial paperbut not limited to, treasury bills, certificates of deposit and other bank deposits as of any cash in the Closing Affiliates Bank Account immediately prior to the Effective Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases;other properties, bank accounts (other than the Affiliates Bank Account), rights and assets of Seller which are not used by Seller in Seller’s operation of the Business and which are set forth on Schedule 2.3(f) (“Excluded Bank Accounts and Other Assets”); and (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (hthe Accounts Receivable set forth on Schedule 2.3(g) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros SharesExcluded Accounts Receivable”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Document.

Excluded Assets. The Acquired Assets shall not include any Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of the following Sellers (collectively, the “Excluded Assets”):) are excluded from the Purchased Assets, and are to be retained by the Sellers as of the Closing: (a) the Purchase Price delivered to all cash and cash equivalents of Sellers pursuant to this Agreementother than as specifically set forth in Section 2.1(l) and all bank accounts of any Seller; (b) all cash assets related to the business of Integrity Advance, ZipCash-DE and cash equivalentsGo Cash UK, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits than as of the Closing Date, in each case excluding any item described specifically identified in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses2.1; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion originals of the Facilities Sellers’ respective corporate or company seals, certificate of incorporation, certificate of formation, operating agreement, bylaws or other governing documents, minute books, stock or membership interest records, tax returns and similar company records having to do with the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion organization of the Facilities and the Office Building)Sellers; (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d)shares of the capital stock or other ownership interests of HIP or any direct or indirect subsidiary of HIP; (e) all Trade Secretsof the Contracts not listed on Schedule 2.1(d) to which any Seller is a party, by which any Seller or any Purchased Assets acquired from any Seller is bound, or pursuant to which any Seller is an obligor or a beneficiary, including, without limitation all Contracts listed in Schedule 2.2(e) and any Consumer Loan for which Purchaser does not assume all Liabilities thereunder; (f) all capitalized leasesoriginals of financial, accounting and personnel records and other records that any Seller is required by law to retain in its possession; (g) any shares all rights of capital stock or other equity interest the Go Cash Sellers relating to deposits and prepaid expenses, claims for refunds and rights of any Seller or any offset set forth on Schedule 2.2(g) to this Agreement and all rights of Sellers’ Subsidiaries or any securities convertible intothe Other Sellers relating to deposits and prepaid expenses, exchangeable or exercisable claims for shares refunds and rights of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesoffset; (h) all minute books, stock ledgers, corporate seals rights in connection with and stock certificates assets of Sellersthe Seller Plans; (i) any Contract that is all Governmental Authorizations held by the Sellers, to the extent not an Assigned Contractset forth on Schedule 2.1(h); (j) all rights of the Sellers under this Agreement or any Lease that is not an Assigned Leaseof the Ancillary Agreements to which the Sellers are a party; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunderall Excluded Consumer Loans; (l) all Accounts Receivablerights and interests of the Sellers under all insurance policies under which a Seller or any of the Purchased Assets is or has been insured; (m) all insurance policies the domain names, ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇.▇▇▇ and rights ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇; provided, however, that Sellers shall assign the ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ domain name to proceeds thereof;the Purchaser within 180 days after the Closing Date without the receipt of any additional consideration; and (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(nassets listed on Schedule 2.2(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Document.

Excluded Assets. The Acquired Notwithstanding anything to the contrary contained herein, the Station Assets shall not include any of the following assets or any right, title or interest therein (collectively, the “Excluded Assets”): (a) the Purchase Price delivered to Sellers pursuant to this Agreement; (b) all cash and cash equivalents, including checkswithout limitation certificates of deposit, commercial paper, treasury bills, certificates marketable securities, bank accounts, money market accounts, other depositary accounts and all such similar accounts or investments; (b) all tangible and intangible personal property retired or disposed of deposit between the date of this Agreement and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid ExpensesClosing; (c) all Owned Real Property not listed Station Contracts that are terminated or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers expire prior to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)Closing; (d) subject to Section 7.15Seller’s corporate and trade names (including the name “Clear Channel,” and any variation or derivation thereof), and all oil extraction equipment described URLs and internet domain names consisting of or containing any of the foregoing, identified on Schedule 2.2(d1.2(d); (e) all Trade Secretsexcept as set forth in Section 1.3, Seller’s trademarks and other intellectual property not exclusively used or held for use in the operation of the Stations (including without limitation any call letters used in connection with both a Station and any other station or business unit of Seller identified on Schedule 1.2(e)); (fi) Seller’s charter documents, minute books and all books and records relating to the organization, existence or ownership of Seller, (ii) all capitalized leasesrecords, documents, plans and financial records related to the transactions contemplated by this Agreement, (iii) duplicate copies of all Station Documents, (iv) all records relating to other Excluded Assets, (v) all personnel files for employees who do not become Transferred Employees and (vi) all files, documents, records, Tax Returns (as defined in Section 11.6), books of account and other materials not relating exclusively to the Station Assets or the operation of the Stations; (g) all contracts of insurance (including but not limited to title insurance policies), all coverages and proceeds thereunder and all rights in connection therewith, including without limitation all rights to any shares refunds of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesinsurance premium payments and all rights with respect to claims made thereunder; (h) all minute bookspension and profit sharing plans, stock ledgersall trusts related thereto and all other employee compensation and benefit plans or arrangements maintained by Seller, corporate seals if any, and stock certificates all assets of Sellersor relating to any of the foregoing; (i) all rights and claims of Seller, whether mature, contingent or otherwise, against third parties with respect to the Stations and the Station Assets, to the extent arising during or attributable to any Contract that is not an Assigned Contractperiod prior to the Effective Time (as defined in Section 1.9); (j) any Lease that is all current assets (including accounts receivable, deposits and prepaid expenses) of Seller (and rights arising therefrom or related thereto) to the extent not an Assigned Leaserelating exclusively to the operation of the Stations or to the Station Assets and not included in the Final Net Working Capital calculation; (k) all tangible and intangible assets of Seller and its Affiliates (as defined in Section 11.6) (including without limitation all management and other systems (including computers and peripheral equipment), databases, computer software (including operating systems), computer disks and similar assets, and all licenses and related rights) that are owned, used or held for use in the operation of stations or other business units other than the Stations (including any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period such assets that are used both in Stations and in stations or other business units that are not otherwise reimbursed by Buyer hereunderStations (the “Excluded Share Assets”) as listed in Schedule 1.2(k)); (l) all Accounts Receivablestudio, tower and other assets (whether real or personal, tangible or intangible, or otherwise) used or held for use in the operation of any other radio or television station other than the Stations and listed on Schedule 1.2(l), together with any income-producing leases providing for use of such sites by others listed on Schedule 1.2(l); (m) all insurance policies real property identified on Schedule 1.2(m), if any, whether owned or leased, together with all towers on such sites and rights to proceeds thereofany income-producing leases providing for use of such sites by others; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephonethe Equity Interests, telex all capital stock of subsidiaries of Seller or its Affiliates and facsimile numbers specific exclusively all other equity interests in any entity that are owned beneficially or of record by Seller or its Affiliates, including but not limited to the Facilities and included all shares of stock in Acquired Assets pursuant to Section 2.1(n)Broadcast Music, Inc. that are owned beneficially or of record by Seller; (o) all Permits intercompany debts, obligations and pending applications therefor other than those specified in Section 2.1(ii)(fcontracts, leases, agreements and arrangements among Seller and its Affiliates that are not listed on Schedule 1.1(d); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii)all Retained Party Rights; (q) all Excluded Depositsclaims for refund of Taxes (as defined in Section 11.6) of whatever nature; (r) shares all claims for reimbursement of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days expenses incurred prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cashSprint Nextel 2GHz relocation project; (s) subject any rights to receive corporate and other services provided to the Stations by Clear Channel Communications, Inc. or any of its Affiliates (the material services provided thereunder are identified on Schedule 1.2(s)); (t) all rights of Seller under this Agreement, including without limitation the right to receive the Purchase Price (as defined in Section 8.91.6(a)), under any agreement, certificate, instrument or other document executed and delivered in connection with this Agreement or the Avoidance Actionstransactions contemplated hereby and under any side agreement between Seller and Buyer entered into on or after the date of this Agreement; and (tu) any rightsall other assets listed on Schedule 1.2(u) (if any). The parcels of real property set forth on Schedule 1.2(m) that are identified as a “New Seller Lease Property,” if any, claims will be leased or causes subleased by Seller to Buyer pursuant to a Real Property Lease (as defined below) or a new lease or sublease, in the form previously made available to Buyer (each, a “New Seller Lease”), to be executed at Closing. Each lease of action of Sellers under this Agreement or any other Transaction Documentreal property that is included in the Station Contracts and the Station Assets is referred to herein as a “Real Property Lease.” The Owned Real Property, the real property that is leased pursuant to a Station Contract and the real property that will be leased to Buyer pursuant to a New Seller Lease are collectively referred to herein as the “Real Property.”

Excluded Assets. The Acquired Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, other than the Purchased Assets, no other Assets shall not include any of the following owned or used by Target (collectively, the “Excluded Assets”):) shall be part of the sale and purchase contemplated hereunder or be part of the Purchased Assets, and shall remain the property of Target after the Closing, including but not limited to: [****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. (a) All data, records, files, manuals, blueprints, minute books, stockholder records, corporate seals and other documentation of Target, other than the Purchase Price delivered to Sellers pursuant to this AgreementAssigned Records; (b) all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases; (g) any Any shares of capital stock or other equity interest securities of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for Target Subsidiary held by Target; (c) Any shares of capital stock or other equity interest securities of any Seller Target held by Target in treasury; (d) Originals of all personnel records and other records that Target is required by Law to retain in its possession; (e) All Contracts to which Target is a party or any is otherwise bound, other than the Assigned Contracts (the “Excluded Contracts”), provided, that for further clarity, all customer Contracts to which Target is a party shall be considered Excluded Contracts; (f) All accounts receivable (including royalty receivables) and notes receivable of Sellers’ SubsidiariesTarget; (g) All cash, cash equivalents on hand or in bank accounts and short term investments of Target; (h) all minute books, stock ledgers, corporate seals and stock certificates of SellersThe Retained Rights; (i) any Contract that is not an Assigned ContractAll Trademarks and domain names; (j) any Lease All Tangible Personal Property that is not an Assigned Leaseset forth on Schedule 2.2(j) (the “Excluded Tangible Personal Property”); (k) any refunds of Taxes paid by Sellers with respect to a PreAll Off-Closing Tax Period and not otherwise reimbursed by Buyer hereunderthe-Shelf Software that is set forth on Schedule 2.2(k)(the “Excluded Off-the-Shelf Software”); (l) all Accounts ReceivableAll Prepaid Expenses that are set forth on Schedule 2.2(l) (the “Excluded Prepaid Expenses”); (m) all insurance policies and rights to proceeds thereofAll of the other Assets owned by Target set forth on Schedule 2.2(m) (the “Excluded Other Assets”); (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to All of Target’s rights under this Agreement or any Contract entered into in connection with the Facilities and included in Acquired Assets pursuant to Section 2.1(n)Acquisition; (o) Any and all Permits policies of insurance, whether with respect to the Purchased Assets or otherwise, maintained or managed through Target including general liability, property, casualty, workers’ compensation and pending applications therefor other than those specified product liability and all policies of insurance covering any Target Employee Plan; [****] = Certain confidential information contained in Section 2.1(ii)(f);this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. (p) Any and all assets, properties, rights and interests relating to any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii)Target Employee Plan; (q) all Excluded Deposits;Any claims for refunds or credits with respect to any Taxes paid or incurred by Target, any prepaid Taxes of Target and any other rights related to Taxes of Target; and (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior Subject to the Sale Hearing (the “Qteros Option Notice”)[****] Agreement, the Qteros Shares shallall claims, subject to Buyer paying the Qteros Asset Consideration at the Closingdefenses deposits, be an Acquired Asset prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set off, counterclaims and shall be transferred to Buyer at the Closing, but only if and rights of recoupment related to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to subject matter or Contracts involving any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further thatProceeding against Target, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer including as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) a result of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers an indemnification claim under this Agreement or any of the other Transaction Documentagreements entered into connection with the transactions contemplated by this Agreement.

Excluded Assets. The Acquired Notwithstanding the foregoing, the Purchased Assets shall not include any of the following assets of Seller, which shall be excluded from the sale hereunder (collectively, the “Excluded Assets”): (a) Seller’s Certificate of Incorporation, bylaws and other organizational or charter documents (the Purchase Price “Organizational Documents”); provided, that copies thereof shall be delivered to Sellers pursuant Purchaser on or prior to this Agreementthe Closing and such copies may be retained by the Purchaser; (b) all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid ExpensesContracts which are not Assumed Contracts; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property Seller’s accounts receivables and interests in real property comprising any portion of the Facilities and the Office Building)notes receivables; (d) subject the Excluded Records; provided, that provided, that copies thereof delivered to Section 7.15, all oil extraction equipment described Purchaser on Schedule 2.2(d)or prior to the Closing may be retained and used by the Purchaser as appropriate to own and operate the Purchased Assets after the Closing; (e) all Trade Secretscash and cash equivalents (other than the Customer Prepaids); (f) the rights that accrue to all capitalized leasesbank accounts of Seller; (g) any shares of capital stock all insurance policies and all benefits, proceeds or other equity interest of any amounts payable to Seller or its Affiliates under any such policy of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesinsurance maintained by Seller; (h) all minute booksany reserves or prepaid expenses related to Excluded Assets and Excluded Liabilities (such as prepaid legal expenses or insurance premiums), stock ledgers, corporate seals and stock certificates of Sellersother than the Seller Prepaid Expenses; (i) any Contract and all names, symbols, trademarks, service marks or logos used by Seller (other than Southern California Braiding and variants thereof and any fictitious business names of Seller) in connection with the Purchased Assets to the extent they include the names “IEC Electronics Corporation,” “IEC Electronics” or any variants thereof, or any other names, symbols, trademarks, service marks or logos that is not an Assigned Contractare proprietary to Parent or their Affiliates (other than Seller) or used at any facility operated by Seller, Parent, or their Affiliates, and all Intellectual Property relating thereto; (j) any Lease assets owned and provided by vendors of services or goods to Seller that is do not an Assigned Leaserelate to the Assumed Contracts; (k) all intercompany payables owed by the Seller to any refunds Affiliate of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunderthe Seller, including Parent; (l) all Accounts Receivablefunds and accounts of all employee retirement, deferred compensation, health, welfare or other Employee Benefit Plans and programs and any rights of Sellers with respect to such plans and programs; (m) all insurance policies and rights personal items belonging to proceeds thereofemployees employed by Seller; (n) all telephonerights of recovery, telex rights of set off, claims and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively causes of action arising out of periods prior to the Facilities and included in Acquired Assets pursuant to Section 2.1(n)Closing Date; (o) all Permits Tax and pending applications therefor other than those specified in Section 2.1(ii)(f)refunds arising out of periods prior to the Closing; (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Documentand its related documents; and (q) those items, if any, listed on Section 2.3(q) of the Disclosure Schedule.

Excluded Assets. The Acquired Notwithstanding anything herein to the contrary, the Purchased Assets shall not include any assets of the following SELLER that are not expressly set forth in Section 1(a) (collectively, the “Excluded Assets”):), including without limitation: (ai) the Purchase Price delivered to Sellers pursuant to SELLER’s manufacturer incentives, factory receivables, accounts receivable, and cash and cash equivalents on hand and in banks or other financial institutions; (ii) SELLER’s rights under this Agreement; (biii) all cash documents prepared in connection with this Agreement or the transactions contemplated hereby or relating to the Bankruptcy Case, tax returns, tax workpapers or tax records, and cash equivalentsany documents that SELLER is required by law to retain, or that SELLER determines is necessary or advisable to retain, including checks, commercial paper, treasury bills, certificates of deposit financial statements and corporate or other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expensesentity filings; (civ) all Owned Real Property any contract that is not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)a Purchased Contract; (dv) subject to Section 7.15tax refunds, all oil extraction equipment described on Schedule 2.2(d)tax rebates, or tax credits of SELLER; (evi) all Trade Secretssecurity deposits and pre-paid expenses of SELLERS; (fvii) all capitalized leases; (g) any shares of capital stock units or other equity interest of any Seller interests in SELLER or any of Sellers’ Subsidiaries or any securities convertible into, into or exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesinterests in SELLER; (hviii) all minute booksthe assets and business located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, stock ledgers▇▇▇▇▇▇▇▇, corporate seals ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and stock certificates of Sellersrelated contracts and leases; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (lix) all Accounts Receivable; (m) all insurance policies claims, proceedings, and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively causes of action related to the Facilities and included in Acquired Assets pursuant Business or on the Premises not expressly identified to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified be conveyed to BUYER in Section 2.1(ii)(f1(a); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (tx) any rightsall pre-petition claims and causes of action, and Debtors-in- Possession’s claims or and causes of action under sections 502, 510, 542, 543, 544, 545, or 547 through 553 of Sellers under this Agreement or the Bankruptcy Code and any other Transaction Documentavoidance actions under the Bankruptcy Code or under similar or related state or federal statutes and common law (collectively with clause (ix), the “Causes of Action”).

Excluded Assets. The Acquired Purchased Assets shall not include any of --------------- assets not set forth in Section 2.1, including but not limited to the following ----------- (collectively, herein collectively referred to as the “"Excluded Assets”"), and no such assets --------------- shall be included in the Final Closing Valuation referred to in Article 3 hereof): (a) the Purchase Price delivered to Sellers pursuant to this Agreementall cash, bank deposits and cash equivalents; (b) all cash inventory not bearing the RYKA, Apex or Yukon marks, and cash equivalentsall inventory bearing the RYKA, including checksApex or Yukon marks which is currently held by Parent's Affiliate, commercial paper, treasury bills, certificates Global Sports Interactive for retail sale (and Parent represents that such inventory is currently being held by Global Sports Interactive for retail sale in the ordinary course of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expensesits business); (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)Seller Group; (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d)of Seller Group's contracts of insurance; (e) all Trade Secretscorporate minute books, stock transfer books and corporate seals of Seller Group; (f) all capitalized leasesSeller Group's rights or obligations under any real property leases other than those specifically to be assumed by Buyer; (g) any shares of capital stock Seller Group's employees or employee benefit agreements, plans or arrangements maintained by Seller Group on behalf of persons employed by it other equity interest than those liabilities of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesthe Retained Employees; (h) all minute books, shares of capital stock ledgers, corporate seals and stock certificates of Sellersthe subsidiaries of Parent; (i) any Contract that is not an Assigned Contractall accounts receivable of the Seller Group; (j) any Lease that is all raw materials, supplies, work-in-process and other materials not an Assigned Lease;included in the inventory of the Division as reflected on Schedule 2.1(a); -------------- (k) any refunds of Taxes paid by Sellers with respect all insurance and other similar claims for matters arising prior to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunderthe Closing; (l) all Accounts Receivablerefunds of any Tax due Seller or Parent; (m) all insurance policies contracts of Seller Group not assumed by Buyer in the Instrument of Assignment and rights to proceeds thereof;Assumption; and (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, deposits not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers assumed by Buyer in advance the Instrument of Assignment and Assumption. For the sake of clarity, none of the Excluded Assets shall be included in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims Estimated Closing Valuation or causes of action of Sellers under this Agreement or any other Transaction Documentthe Final Closing Valuation.

Excluded Assets. The It is hereby expressly acknowledged and agreed that the Acquired Assets shall not include include, and no Seller Party is selling, transferring, assigning, conveying or delivering to Buyer, and Buyer is not purchasing, acquiring or accepting from any Seller Party, any of the following rights, properties or assets set forth or described in paragraphs (collectivelya) through (k) below (the rights, properties and assets expressly excluded by this SECTION 2.4 from the “Excluded Assets”Acquired Assets being referred to herein as the "EXCLUDED ASSETS"): (a) the Purchase Price delivered Contracts and Leases to Sellers which any Seller Party is a party or by which its assets or properties are bound not transferred hereunder to Buyer pursuant to this AgreementSECTIONS 2.3(a) through 2.3(s), including those listed on SCHEDULE 2.4(a) and all Contracts relating to the Retained Business; (b) all cash owned real property not listed in SECTION 3.16(b) OF THE SELLER PARTIES DISCLOSURE SCHEDULE and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit the Fixtures and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expensesappurtenances thereat; (c) all Owned Real Property not listed cash or described on Schedule 2.1(d) other property delivered by Buyer to Seller Parties, and not otherwise comprising any portion all rights of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities Seller Parties under this Agreement and the Office Building)Ancillary Agreements; (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d)the Equity Securities of any Person other than the Acquired Companies and the Minority Investees; (e) all Trade Secretsminute books, stock transfer and similar records and corporate seals of all Seller Parties; (f) all capitalized leasesthe rights of Budget Rent a Car International Inc. in respect of the Actions instituted by Budget Rent a Car International Inc. against Sixt AG and Sixt GmbH and Co. Autovermietung KG (collectively, "SIXT"), including (i) pursuant to the judgment, dated April 15, 1999, by the Higher Regional Court of Munich (Case ▇▇. ▇▇ ▇ ▇▇▇▇/▇▇ ▇ ▇▇▇ ▇▇▇▇/▇▇ ▇▇ ▇▇▇▇▇▇) and (ii) under Case No. 6 U 6232/96 9 HKO-19905/96, for breach of contract based on the allegedly improper passing of reservations by Sixt; (g) any shares of capital stock or other equity interest of all Tax refunds attributable to Taxes imposed on any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ SubsidiariesParty; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellersintercompany accounts receivable due from any Seller Party or Excluded Company to another Seller Party or Excluded Company; (i) all assets, properties, rights and other interests to the extent used or held for use by Seller Parties solely in connection with the Retained Business, whether tangible or intangible, real, personal or mixed, whether or not any Contract that is not an Assigned Contractof such assets, properties or rights have any value for accounting purposes or are carried or reflected on or specifically referred to in Seller's financial statements; (j) the insurance or reinsurance Contracts and/or policies and similar arrangements under which any Lease that Seller Entity is not an Assigned Lease;insured party listed on SCHEDULE 2.4(j); and (k) avoidance actions under Chapter 5 of the Bankruptcy Code (including Actions under section 544, 545, 547, 548, 549 or 550 thereof) brought or that could be brought against any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, Person other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (IIi) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer Acquired Companies or (including efforts to obtain the right to freely assign and transferii) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure Parent or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction DocumentAffiliates.

Excluded Assets. The Acquired Purchased Assets shall exclude all other assets of Seller not include any identified in Section 1.1 hereof or on the Schedules referred to therein, and Seller shall retain all of its right, title and interest in and to all of, and shall not transfer to Purchaser, such assets, rights and properties, including, without limitation, the following (collectively, said assets being referred to collectively as the “"Excluded Assets”"): (a) all investments and cash on hand or in transit and in the Purchase Price delivered to Sellers pursuant to this Agreementbank accounts of Seller; (b) all cash and cash equivalentsSeller's right to any refund of any tax, charge, fee, duty, levy or other assessment, including checksincome, commercial papergross receipts, treasury billsnet proceeds, certificates of deposit ad valorem, turnover, real and personal property, sales, use, franchise, excise, value added, stamp, leasing, lease, user, equalization, windfall profits, severance, employees' income withholding, unemployment and Social Security taxes and other bank deposits withholding taxes, which are imposed by any Governmental Authority (as of the Closing Date, in each case excluding any item described defined in Section 2.1(ii)(m3.1(b) herein), and excluding including any deposit amounts included in Pre-Paid Expensesinterest, penalties or additions to tax attributable thereto; (c) all Owned Real Property billed and unbilled costs and accounts, notes, fees, commissions, and all other receivables payable to Seller in respect of insurance services rendered by Seller prior to the Closing Date, including, but not limited to, those accounts and receivables listed or described on Schedule 2.1(d1.2(c) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)hereto; (d) subject all of Seller's right to Section 7.15the LAD Servicing Carrier security deposit in the amount of $250,000 required by the State of New Jersey Department of Insurance, all oil extraction equipment described on Schedule 2.2(d)including any interest thereon; (e) all Trade Secrets;of Seller's rights in COVER-ALL Systems, Inc., Warner Information Technologies, Inc., Alerion Insurance Company and all insurance policies; and (f) all capitalized leases; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketingfurniture, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (qfixtures and equipment listed and described on Schedule 1.2(f) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Documenthereto.

Excluded Assets. The Acquired Assets shall Seller will retain and not include any of sell, transfer, convey, assign and deliver, and Purchaser will not purchase, acquire or accept, the following assets (collectively, the “Excluded Assets”): (a) the Purchase Price delivered corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to Sellers pursuant to this Agreementdo with the corporate organization of Seller; (b) all cash Tax Returns of Seller and cash equivalents, including checks, commercial paper, treasury bills, certificates any refunds or rights or claims for refunds of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid ExpensesTaxes; (c) all Owned Real Property Seller’s rights in any Contracts not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of included among the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)Assigned Contracts; (d) subject the rights which accrue or will accrue to Section 7.15, all oil extraction equipment described on Schedule 2.2(d)Seller under this Agreement; (e) all Trade Secretsinsurance policies of Seller; (f) all capitalized leasesOrthex Software; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible intoassets (including but not limited to Intellectual Property rights, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesreceivables, and regulatory submissions) relating to the Orthex Hexapod Circular Fixation System (including but not limited to hardware components, instruments, half-pins and wires); (h) all minute booksany assets (including but not limited to Intellectual Property rights, stock ledgersreceivables, corporate seals and stock certificates of Sellersregulatory submissions) relating to the Perfecta Nailing Systems; (i) any Contract that is assets (including but not an Assigned Contractlimited to Intellectual Property rights, receivables, and regulatory submissions) relating to the Rail Fixation Systems (including but not limited to Micro, Mini and Mono, and half-pins and wires); (j) any Lease that is assets (including but not an Assigned Lease;limited to Intellectual Property rights, receivables, and regulatory submissions) relating to the Statix Stabilization System (including but not limited to ring and hardware components and instruments); and (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified listed on Schedule 1.2 as included in “Acquired Excluded Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Document.

Excluded Assets. The Acquired Assets shall not include any of Notwithstanding anything to the contrary contained herein, there is excluded from the sale and purchase contemplated by this Agreement the following assets (collectively, the “Excluded Assets”): (a1) the Purchase Price consideration delivered by Buyer to Sellers Seller pursuant to this Agreement for the Purchased Assets; (2) all personnel records and other records that Seller is required by Law to retain in its possession provided that copies thereof have been furnished to Buyer (except for records regarding employment and labor matters (other than those relating to Transferred Employees), membership and other equity interests in the Company, any Retained Liability and any Excluded Asset, copies of which the Seller is not required to provide to the Buyer hereunder); (3) all claims for refund of Taxes and other governmental charges of whatever nature covering periods ending on or before the Closing Date; (4) all rights of Seller under this Agreement; (b5) all of Seller’s accounts receivable; (6) the stock ledger and minute books of Seller, all financial books and records of Seller (copies of which have been delivered to Buyer) and all books and records relating to any Excluded Asset or Retained Liability; (7) all of Seller’s cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other in the bank deposits as of or invested on the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) except for cash deposits from customers and excluding any deposit the pro rata portion of advances, advertising payments and other amounts included in Pre-Paid Expensespayable to Seller under the Assumed Contracts; (c) 8) all Owned Real Property assets of Seller which are not listed used or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively related to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets operation of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, all claims for refunds under insurance policies maintained by Seller and those other than those assets, properties and rights specifically identified as included listed in “Acquired Assets” in Section 2.1(ii)Schedule 2.2(8) hereof; (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Document.

Excluded Assets. The Acquired Assets shall not include any of following assets owned by a Seller Subsidiary are explicitly excluded from the following sale and transfer to Purchaser (collectively, collectively the “Excluded Assets”):): Bird & Bird / METIS ASPA EXECUTION COPY Project London 11.12.2011 (a) any of the Purchase Price delivered assets as described in Section 3.1.1 which are sold or otherwise disposed of by a Seller Subsidiary prior to Sellers pursuant to this Agreement;the Effective Time without breach of the covenants contained in Section 19, (b) all any cash on hand, cheques, deposits with banks, and other cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses;, (c) all Owned Real Property not listed any claims for the refund of any Taxes, social security contributions or described on Schedule 2.1(d) and not otherwise comprising other public charges relating to any portion of Tax period prior to the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building);Effective Time, (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d);any trade accounts receivable, (e) all Trade Secrets;any intangible assets listed in Annex 3.1.3(e), (f) all capitalized leases;any intellectual property rights (except as otherwise agreed upon in the intellectual property rights agreements as set forth in Sections 8(a) and 8(b)), (g) any shares of capital stock real estate or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries;real property rights, (h) all minute booksany rights regarding, stock ledgersas well as any rights in connection with or related to, corporate seals the use of any trademarks or names, including, but not limited to, “Siemens”, “Nokia” and stock certificates any combination or derivative thereof as well as any comparable trademarks and names, except as otherwise agreed upon in the intellectual property rights assignment agreement to be entered into at Closing and attached as Annex 8(b) or any of Sellers;the transition agreements to be entered into at Closing and attached as Annex 8(d), (i) the originals of any Contract that books and records which a Seller Subsidiary is not an Assigned Contract;required to retain pursuant to applicable law, (j) any Lease that is not an Assigned Lease;assets listed in Annex 3.1.3(j), (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period rights, claims and not otherwise reimbursed by Buyer hereunder;receivables resulting from this Agreement, (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes and receivables to the extent related to the Excluded Items as defined in Section 3.5. For the avoidance of action of doubt, any pre-payments received (erhaltene Anzahlungen) by Sellers under this Agreement or any other Transaction Documentof the Seller Subsidiaries under the Sold Contracts and the Sold Contract Parts will be taken into account as liabilities in the ET Working Capital as defined in Section 11.1.

Excluded Assets. The Acquired Purchased Assets shall not include any of the following assets and property (collectively, the “Excluded Assets”): (a) All assets (tangible or intangible) that are primarily used or held for use in the Purchase Price delivered to Sellers pursuant to this AgreementShiftPixy Business and not primarily used or held for use in the PEO Business; (b) all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of All rights to the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expensestradename ShiftPixy; (c) all Owned Real Property not listed All rights to the source code, object code or described on Schedule 2.1(d) and not otherwise comprising any portion of software for the Facilities or software product marketed and/or sold under the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building)tradename ShiftPixy; (d) subject Copies of all minute books, stock or equity transfer books and other documents relating to Section 7.15the organization, all oil extraction equipment described on Schedule 2.2(d)maintenance, and existence of Seller as a corporation; (e) all Trade SecretsSeller’s Tax identification numbers and copies of Tax Returns (and any notes, work papers, files, or documents relating thereto); (f) all capitalized leasesAll claims for refunds of Taxes and other governmental charges of Seller for Tax periods prior to the Closing; (g) any shares of capital stock or other equity interest Copies of any personnel records and other business records with respect to the PEO Business that Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiariesis required by Law to retain in its possession; (h) all minute books, stock ledgers, corporate seals The rights accruing to Seller pursuant to this Agreement and stock certificates of Sellersthe other Transaction Agreements; (i) any Contract All Contracts that is are not an Assigned ContractAssumed Contracts, including the Contracts set forth on Schedule 2.2(i); (j) any Lease that is not an Assigned LeaseAll insurance policies of Seller and, except to the extent included in Purchased Assets pursuant to Section 2.1(n) above, all rights to applicable claims and proceeds thereunder, including all monies relating to workers’ compensation reserves accrued prior to the Closing Date; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period All Seller Benefit Plans and not otherwise reimbursed by Buyer hereunderassets attributable thereto; (l) Other than the Shift Equity Interests, all Accounts Receivablecapital stock, membership interests or other equity securities in any Person; (m) all insurance policies and rights to proceeds thereof;Such other assets of Seller as may be listed on Schedule 2.2(m); and (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively All bank accounts of Seller that are not used by Seller to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) collect funds from any properties and assets client of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers Seller (the “Qteros SharesExcluded Bank Accounts”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Document.

Excluded Assets. The Acquired Assets shall Notwithstanding anything to the contrary contained in this Section 2.1, the Parties to this Agreement expressly understand and agree that the Seller is not include agreeing hereunder to sell, assign, transfer or convey to the Buyer any of the Excluded Assets. The Excluded Assets shall solely consist of the following property, rights and interests (collectively, the “"Excluded Assets”"): (ai) all accounts receivable, notes receivable and other receivables, Including any amounts payable to Seller under the Purchase Price delivered Assigned Contracts listed on Schedule 2.1(a)(v), with respect to Sellers the Acquired Assets or the operations at the Travel Centers based upon or attributable to performance under such Assigned Contracts provided by the Seller or the operation of the Acquired Assets and the Business prior to the Closing Date. It being understood, that, to the extent paid to Buyer, Buyer shall segregate such payment from its own assets and shall remit the same to Seller, without any deduction or set-off. Any such payment shall at all times remain the property of Seller, and Buyer acknowledges that it has no rights or interests with respect thereto, Buyer and Seller further agree to cooperate with respect to the collection of accounts receivable pursuant to this AgreementSection 5.18; (bii) all cash and cash equivalentsequipment owned by third parties (which are the subject of an Assigned Contract), including checks, commercial paper, treasury bills, certificates of deposit and all equipment (other bank deposits as than any equipment acquired pursuant to an assumption of the Closing Datecontracts listed on Schedule 2.1(a)(v)) which is being leased to Seller at the Travel Centers and any video games or vending machines owned or leased by Seller or Seller's Affiliates and located at the Travel Centers, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (c) all Owned Real Property not as listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building2.1(b)(ii); (diii) subject to Section 7.15cash and cash equivalents on hand, all oil extraction equipment described or in banks, certificates of deposit, bank or savings and loan accounts, U.S. government securities, and any other marketable securities of any kind or nature (other than the Cash on Schedule 2.2(dHand Amount); (eiv) all Trade SecretsIntellectual Property (except as provided in Section 5.13); (fv) all capitalized leasesTrademarks (except as provided in Section 5.13); (gvi) any shares all signs and logos or personal property which contain the name (or trade derivative thereof) or logo of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible intoSeller, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ SubsidiariesIncluding all uniforms supplied to Seller's employees (except as provided in Section 5.13); (hvii) all minute booksmotor vehicles, stock ledgers, corporate seals trailers and stock certificates of Sellerstankers listed on Schedule 2.1(b)(vii); (iviii) Seller's rights to proceeds from Insurance Claims for damage to any of the Acquired Assets arising prior to the Closing and repaired by Seller on or prior to Closing to the extent agreed pursuant to Section 2.6; (ix) all records prepared in connection with the sale of the Acquired Assets, Including bids received from third parties and analyses relating to the Acquired Assets and the Business; (x) any refunds or reimbursements with respect to Taxes or federal or state Environmental Laws relating to any period occurring prior to the Closing Date; (xi) undeposited or uncollected checks and food stamps; (xii) any Contract to the extent that such Contract is not an Assigned Contract; provided, however, that if after Closing the Parties obtain the Consent to assignment of any Assigned Contract that is not assigned at Closing pursuant to Section 5.9, the Assigned Contract so affected shall then be assigned to Buyer and shall become an Acquired Asset rather than an Excluded Asset; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (lxiii) all Accounts Receivable; (m) all insurance policies rights and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to obligations associated with the Facilities and included in Acquired Assets pursuant to Section 2.1(nlegal proceedings set forth on Schedule 2.1(b)(xiii); (oxiv) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f)any rights to contribution, indemnity and/or defense related to the ownership of the Acquired Assets or the Business prior to Closing but only to the extent such rights relate to Retained Obligations or to remediation or repairs effected by Seller prior to Closing; (pxv) any properties all defenses related to liabilities and assets of obligations retained by Seller, (xvi) Inventory that is Obsolete or Non-Saleable: (xvii) the Company or VeraSun Marketingminute book, LLC, a Delaware stock transfer records and similar corporate and limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares company records of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset Seller and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actionsits predecessors; and (txviii) all Employee Benefit Plans and any rights, claims related trust or causes of action of Sellers under this Agreement or any other Transaction Documentassets thereof.

Excluded Assets. The Acquired Assets shall not include any of the following (collectively, the “Excluded Assets”): (a) the Purchase Price delivered to Sellers pursuant to this Agreement; (b) all cash and cash equivalents, including checks, commercial paper, treasury bills, certificates of deposit and other bank deposits as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid Expenses; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases; (g) any shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries or any securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interest of any Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) any Contract that is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding Notwithstanding anything to the contrary in this Agreement, nothing in connection this Agreement will constitute or be construed as conferring on Buyer, and Buyer is not acquiring, any right, title or interest in or to the following specific assets which are associated with the transfer Purchased Assets, but which are hereby specifically excluded from the sale and the definition of Purchased Assets herein (including efforts the "Excluded Assets"): (a) Except as expressly identified in Schedule 2.1(c), the electrical transmission or distribution facilities (as opposed to obtain the right to freely assign and transfergeneration facilities) of Sellers or any of their Affiliates located at the Qteros Shares Sites or forming part of the Plants (whether or not regarded as a "transmission" or "generation" asset for regulatory or accounting purposes), including all switchyard facilities, substation facilities and support equipment, as well as all permits, contracts and warranties, to Buyerthe extent they relate to such transmission and distribution assets (collectively, Buyer shall be responsible for all costs and expensesthe "Transmission Assets"), and Sellers shall not be required to make any expenditure or incur any obligation those certain assets, facilities and agreements all as identified on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cashSchedule 2.2(a) attached hereto; (sb) subject Certificates of deposit, shares of stock (except as provided in the last paragraph of Section 2.1 with respect to Section 8.9the Genco Stock), the Avoidance Actions; andsecurities, bonds, debentures, evidences of indebtedness, and interests in joint ventures, partnerships, limited liability companies and other entities; (tc) All cash, cash equivalents, bank deposits, accounts and notes receivable (trade or otherwise), and any rightsincome, claims sales, payroll or causes of action other tax receivables; (d) The rights of Sellers under this Agreement or any other Transaction Document.and their Affiliates to the names "Jersey "Central Power & Light Company", "JCP&L", "Metropolitan Edison Company", "Met-Ed", "Pennsylvania Electric Company", 18

Excluded Assets. The Acquired Assets shall not include any of Notwithstanding the foregoing, the following assets are expressly excluded from the purchase and sale contemplated hereby (collectively, the “"Excluded Assets”):") and, as such, are not included in the assets to be conveyed hereby: (ai) the Purchase Price delivered to Sellers Seller's or its post-Closing Affiliates' rights under or pursuant to this Agreement; (bii) all cash Seller's or its post-Closing Affiliates' general ledger, accounting records, minute books, statutory books and cash equivalentscorporate seal, including checks, commercial paper, treasury bills, certificates provided that Purchaser shall be given copies of deposit the general ledger and other bank deposits accounting records as such documents exist as of the Closing Date, in each case excluding any item described in Section 2.1(ii)(m) and excluding any deposit amounts included in Pre-Paid ExpensesDate to the extent such documents relate to the Business; (c) all Owned Real Property not listed or described on Schedule 2.1(d) and not otherwise comprising any portion of the Facilities or the Office Building (it being understood that it is the intention of Sellers to convey to Buyer all real property and interests in real property comprising any portion of the Facilities and the Office Building); (d) subject to Section 7.15, all oil extraction equipment described on Schedule 2.2(d); (e) all Trade Secrets; (f) all capitalized leases; (giii) any shares of capital stock or right to receive mail and other equity interest of any communications addressed to Seller or any of Sellers’ Subsidiaries its Affiliates relating to the Excluded Assets or the Excluded Liabilities; (iv) all contracts, agreements, arrangements and other assets listed on Schedule 1.1(b)(iv) attached hereto; (v) all intercompany receivables, investments or other intercompany assets of any kind or nature; (vi) any maintenance contracts, which will be handled as set forth in Section 1.7; (vii) except as provided in Section 1.1(a)(xvi) or any securities convertible intocash in the Acquired Subsidiary, exchangeable or exercisable for shares of capital stock or any cash; and (viii) any other equity interest of any asset not specified in Section 1.1(a). Nothing herein will prohibit Seller or any of Sellers’ Subsidiaries; (h) all minute books, stock ledgers, corporate seals and stock certificates of Sellers; (i) its Affiliates from causing the Acquired Subsidiary to transfer any Contract that asset which is not an Assigned Contract; (j) any Lease that is not an Assigned Lease; (k) any refunds a Division Asset to Seller or one or more of Taxes paid by Sellers with respect to a Pre-Closing Tax Period and not otherwise reimbursed by Buyer hereunder; (l) all Accounts Receivable; (m) all insurance policies and rights to proceeds thereof; (n) all telephone, telex and telephone facsimile numbers and its other directory listings, other than telephone, telex and facsimile numbers specific exclusively to the Facilities and included in Acquired Assets pursuant to Section 2.1(n); (o) all Permits and pending applications therefor other than those specified in Section 2.1(ii)(f); (p) any properties and assets Affiliates. As of the Company or VeraSun Marketing, LLC, a Delaware limited liability company, not related exclusively to, used exclusively in or held for use exclusively in the Business, other than those specifically identified as included in “Acquired Assets” in Section 2.1(ii); (q) all Excluded Deposits; (r) shares of capital stock of Qteros (formerly SunEthanol) owned by Sellers (the “Qteros Shares”); provided that, if Buyer so requests by notice to Sellers not later than ten (10) days prior to the Sale Hearing (the “Qteros Option Notice”), the Qteros Shares shall, subject to Buyer paying the Qteros Asset Consideration at the Closing, be an Acquired Asset and shall be transferred to Buyer at the Closing, but only if and to the extent Seller will ensure that the Qteros Shares are freely assignable and transferable at the Closing pursuant to any Contracts governing Sellers’ rights with respect thereto and pursuant to applicable Legal Requirements; provided further that, in the event that (I) Buyer has timely delivered and not withdrawn the Qteros Option Notice and irrevocably agreed to pay the Qteros Asset Consideration to Sellers upon Sellers having the right to freely assign and transfer the Qteros Shares to Buyer and (II) the Qteros Shares are not freely assignable and transferable at the Closing, Sellers shall, in accordance with and subject to Section 2.6 and Section 2.9, use reasonable efforts in cooperating with Buyer to obtain the right to freely assign and transfer the Qteros Shares to Buyer as soon as possible after the Closing and, upon obtaining such right, Sellers shall assign and transfer the Qteros Shares to Buyer and Buyer shall pay to Sellers the Qteros Asset Consideration, provided further that, notwithstanding anything to the contrary in this Agreement, in connection with the transfer (including efforts to obtain the right to freely assign and transfer) cash balances of the Qteros Shares to Buyer, Buyer shall be responsible for all costs and expenses, and Sellers shall Acquired Subsidiary do not be required to make any expenditure or incur any obligation on their own or on behalf of Buyer or Parent for which funds in the full amount of such expenditure or obligation are not provided to Sellers by Buyer in advance in cash; (s) subject to Section 8.9, the Avoidance Actions; and (t) any rights, claims or causes of action of Sellers under this Agreement or any other Transaction Documentexceed $1,500,000.