Common use of Purchase and Sale of Assets Clause in Contracts

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, convey, assign, and deliver to Purchaser, and Purchaser agrees to purchase, all of the business assets, properties, real or personal, and rights of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject The Seller agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase and acquire from the Seller at the Closing, subject to and upon the other terms and conditions of this Agreement, Seller agrees to sell, transfer, convey, assign, and deliver to Purchaser, and Purchaser agrees to purchasecontained herein, all of Seller’s right, title and interest in and to all of the business assets, properties, real or personal, properties and rights of every the Seller which are primarily used, to be used or maintained in connection with the current conduct of the Wholesale Business of whatever nature, kind and description, whether tangible and intangibleor intangible (including goodwill) wherever located (collectively, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Acquired Assets”) all free and clear of which any Liens and Liabilities, other than Permitted Liens and Assumed Liabilities. The Acquired Assets shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the followinginclude: (a) Inventoryall of the tangible personal property relating to the Wholesale Business including (i) all machinery, wherever locatedequipment, used and tools utilized to conduct the Wholesale Business whether or useable in not contained on the premises of the Leased Property, including all buildings and other structures, leasehold improvements and fixtures located on the Leased Property relating to the Wholesale Business (the “InventoryEquipment”) consisting and (ii) inventories of inventoryfinished goods, merchandisework-in-progress, goods in process, manufactured and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of servicepurchased parts, or that constitute supplies and raw materials, work in processeach case owned or identified for use in the Wholesale Business, finished goods, returned goodswhether or not located on the Leased Property, or materials or in transit inventory and supplies ordered by the Wholesale Business, but not yet received as of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, Closing Date and packaging, promotion, delivery or shipping of marketing and other materials related thereto (the same, including all supplies and embedded software“Inventories”); (b) Fixed all of Seller’s accounts and notes receivable, deferred charges, trade receivables and other physical assets, wherever located, used or useable in rights to receive payments existing as of the Closing Date and arising out of the Wholesale Business consisting other than such receivables subject to the Northrim Facility as of Equipment, and fixtures the Closing Date (the “Fixed AssetsReceivables”); (c) All Patents, Copyrights all rights of the Seller under any wholesale customer and Trademarks used or useable in vendor agreements relating to the Wholesale Business, including without limitation the License and all agreements of any nature whatsoever with respect Distribution Agreement, as amended to any of date, by and between the foregoing Seller and Keurig, Incorporated (the “Intangible PropertyAssumed Contracts”), including, without limitation, the rights to all brand names; (d) All inventionsall Intellectual Property, discoveriesgoodwill associated therewith, improvementslicenses and sublicenses granted in respect thereto and rights thereunder, computer softwareremedies against past, datacurrent and future infringements thereof and rights to protection therein, skill, expertise, procedures and processes in each case relating to or used or useable in the Business past or current conduct of the Wholesale Business, including without limitation all worldwide rights to the Tully’s and owned by Seller Bellaccino names and all agreements brands, subject to the rights of any nature whatsoever with respect thereto (the “Know-how”third parties set forth on Schedule 2.1(d); (e) All all licenses, permits, consents, certificates, franchises or other trade secrets and proprietary information governmental authorizations relating to or used in or relating to the current conduct of the Wholesale Business, including customer listsother than any such licenses, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”permits, consents, certificates, franchises or other governmental franchises which cannot be legally transferred, which non-transferable governmental authorizations are listed on Schedule 2.1(e); (f) All rightall books, title and interest of Seller records, files, printouts, drawings, data, files, notes, notebooks, accounts, invoices, correspondence, specifications, creative materials, advertising or promotional materials, marketing materials, personnel records, studies, reports, memoranda, equipment repair, maintenance or service records, or papers (collectively, “Records”), whether in and to Licenseshard copy, transferable permitselectronic or other format, exemptions, approvals, franchises and privileges primarily relating to or used in the Business to current or past conduct of the extent transferable under Applicable LawWholesale Business; (g) All booksall customer, recordsdistributor, accounts, correspondence supplier and other information which has been reduced to writing relating to mailing lists used or arising out of created by the Wholesale Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims all rights in and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner with respect to the Business including, without limitation, those set forth insurance policies listed on Schedule 6(k) hereto (collectively, the “Contracts”2.1(h); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Wholesale Business or the Acquired Assets, together with the right to represent to third parties that Purchaser the Buyer is the successor to the Wholesale Business; (j) all Acquired Assets listed on Schedule 2.1(j).

Purchase and Sale of Assets. Subject to and upon the terms and conditions contained herein, at the Closing, each of this Agreement, Seller agrees to the Sellers will sell, transfer, convey, assign, transfer and deliver assign to Purchaser, and Purchaser agrees to purchasewill purchase from each of the Sellers, all of the business assetsright, propertiestitle and interest of each such Seller in and to the properties and assets of the Sellers, wherever located, real or personal, and rights of every nature, kind and description, tangible and or intangible, that are owned, leased or licensed by each such Seller as reflected of the Closing Date and used or held for use in the operation of the Business and existing on the Closing Balance Sheet used or useable Date, other than the Excluded Assets (the "Assets"), free and clear of all Liens, other than Permitted Liens, including, without limitation, each such Seller's right, title and interest in the Seller Businessfollowing, owned byother than, leased byin each case, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (ai) Inventoryall machinery, wherever located, equipment and other tangible personal property used or useable held for use in the Business operation of the Business, including, without limitation, the items set forth in Annex A; (ii) the real property, leaseholds and subleaseholds therein, owned by either of the Sellers and used or held for use in the operation of the Business, and all improvements and fixtures thereon, including, without limitation, the real property listed on Annex B (the “Inventory”"Transferred Real Property"); (iii) consisting all Contracts entered into in connection with the operation of the Business, including, without limitation, those Contracts listed on Annex C (the "Transferred Contracts"); (A) all trademarks, service marks, trade dress and logos primarily used or held for use in the operation of the Business, together with all translations, adaptations, derivations and combinations thereof and including all goodwill associated therewith and all applications, registrations and renewals in connection therewith; (B) all works copyrighted by the Sellers, all applications, registrations, and renewals in connection therewith, and all works copyrightable but for their lack of fixation in a tangible medium, in each case used in the operation of the Business; (C) in each case on a non-exclusive basis, all trade secrets and confidential business information used in the operation of the Business, including, without limitation, such know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals; (D) all owned or licensed proprietary software used in the operation of the Business; and (E) other than with respect to items described in clause (C) above, all copies and tangible embodiments thereof (in whatever form or medium), in each case including, without limitation, the brands listed on Annex D (the "Transferred Brands"), and including remedies against infringements thereof, and rights to protection of interests therein under applicable laws (the "Transferred Intellectual Property"); (v) all refunds, deposits, and prepaid expenses to the extent related to the operation of the Business; (vi) all items of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute including raw materials, work in process, finished goods, returned goodspackaging materials (subject to Section 5.8), or materials or supplies of any kind, nature or description and spare parts used or consumed or to be used or consumed held for use in Seller’s business or in connection with the processing, production, packaging, promotion, delivery or shipping operation of the same, including all supplies and embedded software; Business (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”"Transferred Inventory"); (cvii) All Patentsall accounts receivable of each of the Sellers to the extent accruing or arising from the operation of the Business (the "Transferred Receivables"); (viii) all licenses, Copyrights authorizations and Trademarks used permits issued or useable in granted by any Government Authority relating to the Assets or the operation of the Business, in each case only to the extent transferable; (ix) all books, records, files and papers relating to the Business and the Assets, except that the Sellers shall be entitled to retain copies of all agreements such books, records, files and papers relating to the Retained Businesses, the Excluded Assets or the Excluded Liabilities; (x) to the extent assignable, all claims, prepayments, causes of any nature whatsoever action, counterclaims, setoffs, rights of recovery or defenses that the Sellers may have with respect to any Assumed Liabilities, to the extent of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand namesAssumed Liability; (dxi) All inventionsall cash and cash equivalent, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable held by sales representatives on behalf of the Sellers for use in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities"Transferred Cash"); and (oxii) All goodwill associated with subject to Section 5.13, the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the BusinessMoist Snuff Equipment.

Purchase and Sale of Assets. Subject to (a) Upon the terms and subject to the conditions of this Agreement, and subject to Section 5.01(b) and 5.07(b), at the Closing, each Seller agrees to shall sell, assign, transfer, conveyconvey and deliver, assignor cause to be sold, assigned, transferred, conveyed and deliver delivered, to the Purchaser, and the Purchaser agrees to purchaseshall purchase and acquire from such Seller, all of such Seller’s right, title and interest, as of the business Closing Date, in and to any and all assets, properties, real rights and claims of any kind or personal, and rights of every nature, kind and description, whether tangible and or intangible, as real, personal or mixed, wherever located and whether or not carried or reflected on the Closing Balance Sheet books and records of any of the Sellers, whether now existing or hereinafter acquired, which relate to the Business or which are used or useable useful in or held for use in, or were acquired in connection with, the Seller operation of the Business, owned byexcluding only the Excluded Assets (such assets, leased byproperties, or in the possession of the Seller (rights and claims to be acquired hereunder, collectively, the “Purchased Assets”), in “AS IS” and “WHERE IS” condition without any representations or warranties, except that the as otherwise expressly set forth in this Agreement. The Purchased Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall include, but not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentencelimited to, the Assets include the following: (ai) Inventory, wherever located, used or useable in the Business (Owned Real Property and the “Inventory”) consisting of inventory, merchandise, goods Leased Real Property save and other personal property except any Leased Real Property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished is leased under a contract of service, or lease that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded softwareis an Excluded Contract; (bii) Fixed all tangible personal property related to, or used or useful in or held for use in the conduct of, the Business, including equipment, machinery, tools, supplies, spare parts, molds, trucks, cars, other vehicles and rolling stock, furniture, fixtures, trade fixtures, leasehold improvements, office materials and supplies, and other physical assetstangible personal property located on, wherever locatedor off, used or useable the premises of the Owned Real Property and Leased Real Property; (iii) the Inventory; (iv) all Cash, securities (other than any equity interests in the Business consisting Sellers) and negotiable instruments of Equipmentthe Sellers on hand, in lock boxes, in financial institutions or elsewhere, but excluding the $1,200,000 that the Sellers deposited with Wachovia for payroll and fixtures sales tax (such funds deposited with Wachovia, the “Fixed AssetsWachovia Deposit”); (cv) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand namesReceivables; (dvi) All inventionsall files, discoveries, improvements, computer software, operating data, skillbooks of account, expertisegeneral, procedures financial and processes used or useable in Tax (other than income Tax) records, personnel records of the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the BusinessTransferred Employees, including customer invoices, shipping records, supplier lists, market surveys price lists, vendor lists, mailing lists, catalogs, sales promotion literature, advertising materials, brochures, standard forms of documents, manuals of operations or business procedures, research materials, contracts, instruments, filings, administrative and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All rightpricing manuals, correspondence, memoranda, plats, architectural plans, surveys, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, modelsinsurance policies, drawings, plans and specifications, patterns environmental reports, maintenance or service records, soil tests, engineering reports, expired purchase orders, operating records, operating safety manuals, and any computer record other material and documents, books (including applicable portions of minute books), records and files (whether or not in the possession of any of the foregoingSellers or their respective Representatives, stored in hardcopy form or on magnetic, optical or other media) and any rights thereto owned, associated with or employed by any of the Sellers in the conduct of the Business or otherwise related to the Purchased Assets or the Assumed Liabilities; (hvii) All of Seller’s claims and all goodwill associated with the Business or the Purchased Assets, including rights under all leases, contracts, agreements, any confidentiality agreements executed by any third party for the benefit of any of the Sellers and purchase and sales orders, whether written or oral, relating in any manner assigned to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating Purchaser to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets extent relating to the Business; (kviii) All interests the Transferred Intellectual Property; (ix) to the extent transferable after giving effect to the Sale Order, all of the rights and benefits accruing under any Assigned Contracts, including any outstanding deposits thereunder; (x) all of the rights and benefits accruing under any franchises, permits, consents, certificates, clearances, approvals, exceptions, variances, permissions, filings, publications, declarations, notices, licenses, agreements, waivers and authorizations, including Environmental Permits, of or with any Governmental Authority held, used or made by any of the Sellers in partnershipsconnection with the Business (collectively, joint ventures the “Permits and Licenses”) and all deposits and prepaid expenses held by third parties and/or governmental agencies, save and except any such Permit and License that is an Excluded Contract; (xi) [Intentionally Omitted] (xii) subject to the terms of the Sellers’ privacy policy the sales and promotional literature, customer lists and other business associations relating sales related materials related to the Business; (lxiii) All except for any such amounts required to be paid to the Term Loan Lenders or the DIP Lenders under the DIP Order, the amount of, and all rights to any, insurance proceeds received by any of Seller under express the Sellers after the date hereof in respect of the loss, destruction or implied warranties condemnation of any Purchased Assets occurring prior to, on or after the Closing or relating to any Assumed Liabilities; (xiv) all unexpired, transferable warranties, indemnities, or guaranties from the suppliers of Seller any third party with respect to the Assets any Purchased Asset, including any item of real property, personal property or equipment; (xv) to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Purchased Assets, the full benefit of all representations, warranties, guarantees, indemnities, undertakings, certificates, covenants, agreements and all security therefor received by any of the Sellers on the purchase or other acquisition of the Purchased Assets; (xvi) any rights, demands, claims, credits, allowances, rebates, or rights of setoff (other than against the Sellers or any of their Affiliates) arising out of or relating to any of the Purchased Assets; (xvii) all deposits received by any of the Sellers from any subtenants with respect to any subleases of Leased Real Property assumed by the Purchaser; (xviii) all prepaid and deferred items that relate to the Business or the Purchased Assets, including all prepaid rentals and unbilled charges, fees and deposits; (xix) all confidentiality, non-compete and similar agreements entered into by any of the Sellers, or any of their respective Representatives, and assumed by the Purchaser in connection with a sale of the Purchased Assets or Excluded Liabilities)the Business; (xx) all current and prior insurance policies of any of the Sellers that relate to the Business or any of the Assumed Liabilities and all rights and benefits of any nature (except for any rights to insurance recoveries thereunder required to be paid to the Term Loan Lenders or the DIP Lenders under the DIP Order) with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries, but excluding any tail insurance policies that provide coverage to the Sellers or their Affiliates or Representatives after the Closing Date; (xxi) subject to the approval of the Department of Community and Economic Development for the Commonwealth of Pennsylvania, the assets set forth on Section 2.01(a)(xxi) of the Sellers’ Disclosure Schedule; and (oxxii) All goodwill associated with all other assets, properties, rights and claims of any of the Business Sellers of any kind or Assets, together with the right to represent to third parties that Purchaser is the successor nature which relate to the Business, which are used or useful in or held for use in the Business, or which relate to the Purchased Assets (in each case, other than the Excluded Assets) not otherwise described above. (b) Notwithstanding anything in Section 2.01(a) to the contrary, the Sellers shall not sell, convey, assign, transfer or deliver, nor cause to be sold, conveyed, assigned, transferred or delivered, to the Purchaser, and the Purchaser shall not purchase or acquire, and the Purchased Assets shall not include, the Sellers’ right, title and interest in and to the following assets of the Sellers (collectively, the “Excluded Assets”): (i) all documents and other items related solely to the organization, existence or capitalization of the Sellers, including without limitation the company seal, charter documents, stock or equity record books and such other similar books and records (including applicable portions of minute books); (ii) all rights of the Sellers under this Agreement and the Ancillary Agreements; (iii) any rights to Tax refunds; (iv) Tax Returns of the Sellers (other than the copies of such Tax Returns obtained pursuant to Section 5.09 or otherwise); (v) any Excluded Contract and rights thereunder; (vi) except as set forth in Section 2.01(b)(vi) of the Sellers’ Disclosure Schedule, any assets relating to the Employee Plans; (vii) any right, property or asset that is listed or described in Section 2.01(b)(vii) of the Sellers’ Disclosure Schedule. The Purchaser at its sole discretion shall be allowed to amend or supplement Section 2.01(b)(vii) of the Sellers’ Disclosure Schedule at any time prior to the Closing Date. Notwithstanding the foregoing, if in accordance with Section 2.12 and 5.08 the requisite Consent to permit any Excluded Incentive Asset to be transferred to the Purchaser has been obtained, such Excluded Incentive Asset shall no longer be an Excluded Asset; and (viii) funds constituting the Wachovia Deposit.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreementset forth herein, at the Closing, Seller agrees to shall sell, assign, transfer, convey, assign, convey and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase and receive from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of the business following assets, properties, real or personal, properties and rights of every kind, description and nature, kind and descriptionwhether real, personal or mixed, tangible and intangible, as wherever located, whether or not any of such assets have any value for accounting purposes or are carried or reflected on the Closing Balance Sheet used or useable specifically referred to in the Seller BusinessSeller’s books of account or financial statements, owned by, leased by, and whether now existing or in the possession of the Seller hereafter acquired (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentencecollectively, the Assets include the following:"Purchased Assets"): (a) Inventoryall assets exclusively used in the Target Business; (b) all personal property and interests therein, wherever located, used or useable including all vehicles, tools, parts and supplies, machinery, equipment, appliances, fixtures and trade fixtures listed in Section 2.01(b) of the Business Disclosure Schedule (the “Inventory”"Tangible Personal Property"), in each case with any transferable warranty and service rights of Seller with respect to such property; (c) consisting of all inventory, merchandisefinished goods, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, productionprogress, packaging, promotionsupplies, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed parts and other physical assets, wherever located, used or useable in inventories necessary to fulfil the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing Backlog (the “Intangible Property”"Backlog Inventory"), including, without limitation, the rights to all brand namesbe finally determined in accordance with Section 2.06; (d) All inventionsall inventory, discoveriesfinished goods, improvementsraw materials, computer softwarework in progress, datapackaging, skillsupplies, expertise, procedures parts and processes used or useable in other inventories necessary to fulfil the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto Forecast (the “Know-how”"Forecast Inventory"), to be finally determined in accordance with Section 2.06; (e) All other trade secrets and proprietary information relating to the Businessall rights under Contracts (including renewal rights thereto), including customer listsIntellectual Property Agreements, market surveys and all agreements set forth on Section 2.01(e) of any nature whatsoever with respect thereto the Disclosure Schedule (the “Proprietary Information”"Assigned Contracts"); (f) All right, title all Intellectual Property Assets and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Lawall business goodwill associated therewith; (g) All booksall of Seller's rights under warranties, recordsindemnities and all similar rights against third parties to the extent related to any Purchased Assets including all claims, accountschoses in action, correspondence causes of action and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoingjudgments; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate possible to Excluded Assets distinguish and separate from the Remaining Business, originals, or Excluded Liabilities) ; (n) All where not available, copies, of Seller’s claims all books, books of account, records, manuals, documents, correspondence, sales and causes credit reports, customer lists, literature, brochures, advertising or promotional material and the like of action against others relating to the Target Business (except to the extent related to the Excluded Assets or Excluded Liabilities"Books and Records"); and (oi) All goodwill associated with any Permits of the Business or AssetsTarget Business, together with the right to represent to third parties that Purchaser is the successor to the Businessextent possible to distinguish and separate from the Remaining Business and their transfer being permitted by applicable Law.

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in reliance on the respective representations and warranties of the parties, at the Closing, and except for the Excluded Assets, Seller agrees to Parties shall sell, assign, transfer, convey, assign, and deliver to Purchaser, and Purchaser agrees shall purchase and accept from Seller, all of Seller’s right, title, and interests in and to purchasethe assets comprising the Practice, including, without limitation, all of the business assets, properties, real or personalrights and contractual rights of Seller, and rights claims of every natureSeller, kind and descriptionused or held for use in the Practice, wherever located, whether tangible and or intangible, as reflected on the same shall exist at the Closing Balance Sheet used or useable in the Seller Business(collectively, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any free and clear of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentenceEncumbrances including, the Assets include without limitation, the following: (a) InventoryAll equipment and other tangible personal property, wherever located, and of every kind and description held for us in, or used or useable usable in the Business (operation of, the “Inventory”) consisting of inventoryPractice, merchandiseincluding, goods without limitation, any and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of serviceall veterinary practice equipment, or that constitute raw materialsfurniture and fixtures, work in processoffice materials and supplies, finished goodsfurnishings, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded softwarecomputers; (b) Fixed All inventory on hand of any nature, including, without limitation, any and other physical assetsall drugs, wherever locatedcontrolled substances, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”)compounds; (c) All Patentscustomer deposits, Copyrights and Trademarks used or useable in the Businessnature of which are set forth on Schedule 1.1(c); (d) All prepaid expenses relating to the Practice, the nature of which are set forth on Schedule 1.1(d); (e) All deposits, security, and all agreements any collateral held by third parties for payment of any nature whatsoever with respect to any expenses of the foregoing Practice; (f) The permits, licenses, franchises, certificates of occupancy, variances, exemptions, orders and other governmental authorizations, consents, waivers, registrations and approvals necessary or material to the operation of the Practice, including any set forth on Schedule 1.1(f) (the “Intangible PropertyPermits”); (g) All Proprietary Rights relating to the Practice, including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the trade name “Know-howDebary Animal Clinic”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leaseswarranties, contracts, agreementsrepresentations, and purchase guarantees made by suppliers, manufacturers, and sales orders, whether written or oral, relating contractors in any manner to connection with the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, operation of the “Contracts”)Practice; (i) All accounts owned or acquired by Seller includingCash in an amount equal to (i) cash left in the cash register of the Practice at Closing, accounts receivable, notes consistent with ordinary course of business and notes receivable, other receivables, book debts and other forms (ii) the customer deposits as of obligations to Seller and Letter of Credit Rights relating to Closing (the Business (“Accounts ReceivableExcess Cash Amount”); (j) All prepaid itemsTo the extent permitted by applicable law or the terms therein, deposits, bank accounts, certificated securitiesand subject to the terms of Section 1.2 below, all certificates of deposit, contracts or equipment leases set forth on Schedule 1.1(j) and all promissory notes and other evidences of indebtedness and other similar assets relating to the Businessthat are Assumed Liabilities(the “Business Contracts”); (k) All interests in partnershipsSubject to Section 7.10 below, joint ventures and other business associations relating to all trade accounts receivable of the BusinessPractice, the nature of which are set forth on Schedule 1.1(k); (l) All rights books, records, files, and papers, whether in hard copy, electronic form, or any other form or medium, of Seller under express or implied warranties from the suppliers Practice, including, without limitation, data processing records, employment and personnel records, customer and patient lists, potential customer and patient lists, copies of Seller with respect to the Assets all patient and medical records and files (except to the extent transferable under Applicable Lawnot permitted by applicable law), credit records, records relating to suppliers, general business records, and accounting records; (m) All proceeds under insurance policies Seller’s assignable rights in all computer software programs and databases used or held for use by Seller Parties in the conduct of the Practice, whether owned, licensed, leased, or internally developed (excluding proceeds under insurance policies that relate in each case, subject to Excluded Assets or Excluded Liabilities) applicable restrictions); (n) All telephone numbers, yellow pages listings, internet websites, electronic mail addresses (including, without limitation, any and all content therein), and social media sites and accounts used or held for use by Seller Parties in the conduct of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities)Practice; and (o) All goodwill and going concern value associated with the Business or Practice and the Assets, together along with the right of the Purchaser to represent to third parties that Purchaser is hold itself out as the successor to of Seller in the Businessconduct of the Practice.

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller agrees to shall, or shall cause its applicable Affiliate to, sell, assign, transfer, conveyconvey and deliver, assignor cause to be sold, assigned, transferred, conveyed and delivered, to the Buyer, and deliver to Purchaserthe Buyer, in reliance on the representations, warranties and Purchaser agrees to purchasecovenants of the Seller contained herein, shall purchase from the Seller or its applicable Affiliate, all of the business Seller’s and its Affiliates’ right, title and interest, direct or indirect, in and to all assets, properties, real or personal, properties and rights of every nature, kind and description, whether tangible and or intangible, real, personal or mixed, accrued or contingent (including goodwill), wherever located and whether now existing or hereafter acquired prior to the Closing Date, related to, used or held for use in connection with the Business, as reflected the same shall exist on the Closing Balance Sheet used Date, whether or useable not carried or reflected on or specifically referred to in the Seller’s books or financial statements or in the Seller BusinessDisclosure Letter, owned byother than the Excluded Assets (collectively, leased by, or in the possession of the Seller (the “Purchased Assets”), except that the Assets shall not include in each case free and clear of any Encumbrances, including all of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller Seller’s and shall not be sold or conveyed its Affiliates’ right, title and interest in and to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used all assets recorded or useable in reflected on the Business Balance Sheet (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are including assets such as Contracts to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded softwarewhich no value was attributed); (b) Fixed and other physical assetsall assets acquired by the Seller or any of its Affiliates since the date of the Balance Sheet which, wherever locatedhad they been held by the Seller or any of its Affiliates on such date, used would have been recorded or useable in reflected on the Business consisting of Equipment, and fixtures Balance Sheet (“Fixed Assets”including assets such as Contracts to which no value would have been attributed); (c) All Patents, Copyrights and Trademarks used all assets that would be recorded or useable in the Business, and all agreements of any nature whatsoever with respect to any reflected on a balance sheet of the foregoing (Business as of the “Intangible Property”), including, without limitation, the rights to all brand namesClosing Date prepared in accordance with GAAP; (d) All inventionsall Assumed Contracts, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in including those set forth on Section 3.18(a) of the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”)Disclosure Letter; (e) All other trade secrets and proprietary information relating all Receivables to the Business, including customer lists, market surveys extent arising or accruing after the Closing Date (and all agreements any cash received in respect of any nature whatsoever with respect thereto (the “Proprietary Information”such Receivables); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Lawall Transferred Intellectual Property; (g) All booksall Personal Property, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out including as set forth on Section 2.1(g) of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoingSeller Disclosure Letter; (h) All all Finished Goods as of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”)Closing Date; (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the all Business (“Accounts Receivable”)Records; (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the BusinessPermits; (k) All interests in partnershipsall Prepaid Items, joint ventures and other business associations relating to including as set forth on Section 2.1(k) of the BusinessSeller Disclosure Letter; (l) All rights of Seller under express or implied warranties from all computers used by the suppliers of Seller with respect to the Assets to the extent transferable under Applicable LawTransferring Employees; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) all Rights; (n) All of Seller’s claims the goodwill and causes of action against others relating to the Business (except to the extent going concern value and other intangible assets, if any, arising from or related to the Excluded Assets or Excluded Liabilities)Business; and (o) All goodwill associated with any other asset to the Business extent related to, used or Assets, together with the right to represent to third parties that Purchaser is the successor to held for use in the Business.

Purchase and Sale of Assets. Subject At the Closing (as hereinafter defined), --------------------------- on and subject to the terms and conditions of this Agreement, Seller agrees to shall sell, assign, transfer, convey, assign, and deliver to Purchaser, and Purchaser agrees to shall purchase, acquire, and accept from Seller, all of the business right, title, and interest of Seller in and to (i) the Business and all goodwill related exclusively to the Business, (ii) the names "Image and Image Industries" and all marks and goodwill associated therewith (whether or not registered), and (iii) all of the assets, properties, real or personal, and rights of Seller constituting the Business or used by Seller therein, of every nature, kind type and description, tangible and intangible, as in Seller's possession or reasonably accessible to Seller and whether or not reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession books of the Seller (the “Assets”except as may be specifically excluded by this Agreement), except that the Assets shall not include any free and clear of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller liens, claims, charges, security interests, and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies encumbrances of any kind, kind or nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; other than Permitted Encumbrances (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”as hereinafter defined), including, without limitation, the rights following, as the same shall exist at the Closing Date (as hereinafter defined) and to all brand names;the extent the same are used exclusively in the Business: (da) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and real property owned by Seller and used in the Business, and all agreements of Seller's right, title, and interest in the buildings, fixtures, and improvements located thereon, together with all water lines, rights of way, uses, licenses, easements, hereditaments, tenements, and appurtenances belonging or appertaining thereto and any nature whatsoever and all assignable warranties of third parties with respect thereto (the “Know-how”); "Real Property") and, by assignment of leases, all of Seller's rights in, to, and under any real estate leases (eincluding, without limitation, any assignment of a real estate lease or sublease) All other trade secrets and proprietary information relating to which Seller is a party which are used in the Business, together with all of Seller's right, title, and interest in the buildings, fixtures and improvements, including customer listsconstruction-in-progress, market surveys and appurtenances thereto, located on the real property subject to such real estate leases, and any and all agreements assignable warranties of any nature whatsoever third parties with respect thereto (the “Proprietary Information”"Leased Real Property"); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreementset forth herein, at the Closing, Seller agrees to shall sell, transfer, convey, assign, convey and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase from Seller, free and clear of any Encumbrances, other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the business assets, properties, real or personal, properties and rights of every kind and nature, kind and descriptionwhether real, personal or mixed, tangible or intangible (including goodwill), wherever located and intangiblewhether now existing or hereafter acquired (other than the Excluded Assets), as reflected on the Closing Balance Sheet which relate to, or are used or useable held for use in connection with, the Seller BusinessBusiness (collectively, owned by, leased by, or in the possession of the Seller (the “Purchased Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include including the following: (a) all Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assetsall Contracts set forth in Section 2.01(b) of the Disclosure Schedules, wherever located, used or useable in including the Business consisting of EquipmentIntellectual Property Agreements, and fixtures the Leases set forth in Section 4.18(b) of the Disclosure Schedules (the “Fixed AssetsAssigned Contracts”); (c) All Patents, Copyrights all Seller IP and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand namesSeller IT Systems; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used all Software owned or useable in the Business and purported to be owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”)Seller; (e) All all furniture, fixtures, equipment, machinery, tools, office equipment, supplies, computers, telephones and other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto tangible personal property (the “Proprietary InformationTangible Personal Property”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Lawall Leased Real Property; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out all Permits held by Seller in connection with the conduct of the Business, including accounting records, legal records, technical information Business as currently conducted or for the ownership and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any use of the foregoingPurchased Assets; (h) All all rights to any Actions of Seller’s claims and rights under all leasesany nature available to or being pursued by Seller to the extent related to the Business, contracts, agreements, and purchase and sales ordersthe Purchased Assets or the Assumed Liabilities, whether written arising by way of counterclaim or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”)otherwise; (i) All accounts owned or acquired by Seller includingall prepaid expenses, accounts receivablecredits, notes advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights fees (including any such item relating to the Business (“Accounts Receivable”payment of Taxes); (j) All prepaid itemsall of Seller’s rights under warranties, deposits, bank accounts, certificated securities, all certificates of deposit, indemnities and all promissory notes and other evidences of indebtedness and other similar assets relating rights against third parties to the Businessextent related to any Purchased Assets; (k) All interests in partnerships, joint ventures and other business associations relating all insurance benefits to the Businessextent covering the Purchased Assets or the Assumed Liabilities; (l) All rights the business records (other than employee records), financial books and records, sales order files, purchase order files, engineering order files, warranty and repair files, supplier lists, customer lists, dealer, representative and distributor lists, studies, surveys, analyses, strategies, plans, forms, designs, diagrams, drawings, specifications, technical data, production and quality control records and formulations of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable LawSeller; (m) All proceeds to the extent permitted under insurance policies (excluding proceeds under insurance policies applicable Law, one copy of Seller’s personnel records and any other records that relate Seller is required by Law to Excluded Assets or Excluded Liabilities) ;retain in its possession; and (n) All of Seller’s claims all goodwill and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill going concern value associated with the Business or Assets, together with and any of the right to represent to third parties that Purchaser is assets described in the successor to the Businessforegoing clauses.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, convey, assign, and deliver to Purchaser, and Purchaser agrees to purchase, all of the business assets, properties, real or personal, and rights of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (the “"Assets”"), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “"Excluded Assets”") all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “"Inventory”") consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s 's business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“"Fixed Assets”"); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “"Intangible Property”"), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “"Know-how”"); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “"Proprietary Information”"); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s 's claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “"Contracts”"); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“"Accounts Receivable”"); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ); (n) All of Seller’s 's claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreementset forth herein, at the Closing, Seller agrees to shall sell, assign, transfer, convey, assign, convey and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase from Seller, free and clear of any Liens, all of Seller’s right, title and interest in, to and under all of the business assets, properties, real or personal, properties and rights of every kind and nature, kind and descriptionwhether real, personal or mixed, tangible or intangible (including goodwill), wherever located and intangiblewhether now existing or hereafter acquired (other than the Excluded Assets), as reflected on the Closing Balance Sheet which relate to, or are used or useable held for use in connection with, the Seller BusinessBusiness (collectively, owned by, leased by, or in the possession of the Seller (the “Purchased Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include including the following: (a) Inventory, wherever located, used or useable in All of the assets of the Business (including but not limited to the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or Purchased Assets set forth on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping Section 2.01 of the same, including all supplies and embedded softwareDisclosure Schedule; (b) Fixed all processes related to running any and other physical assetsall operations of the Seller; (c) all Contracts, wherever locatedincluding Intellectual Property Agreements, used or useable in (the Business consisting of Equipment, and fixtures (“Fixed AssetsAssigned Contracts”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”)Intellectual Property Assets; (e) All all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, keys, storage tanks, water filtration or purification systems and other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto tangible personal property (the “Proprietary InformationTangible Personal Property”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Lawall Leased Real Property; (g) All books, records, accounts, correspondence and other information which has been reduced all rights to writing relating any Actions of any nature available to or arising out of being pursued by Seller to the extent related to the Business, including accounting recordsor the Purchased Assets, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record whether arising by way of any of the foregoingcounterclaim or otherwise; (h) All all prepaid expenses, credits, advance payments, claims, security, refunds, rights of Seller’s claims recovery, rights of set-off, rights of recoupment, deposits, charges, sums and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, fees (including any such item relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”Taxes); (i) All accounts owned all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets; (j) all insurance benefits, including rights and proceeds, arising from or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business Business, or the Purchased Assets; (k) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions (collectively, “Accounts ReceivableBooks and Records”); (jl) All prepaid itemscopies of Tax Returns, deposits, bank accounts, certificated securities, all certificates of deposit, Tax and all promissory notes accounting books and other evidences of indebtedness records (and other similar assets relating related work papers and correspondence from accountants) related to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable LawPurchased Assets; (m) All proceeds all claims and rights in favor of Seller or any of its Affiliates under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets any non-disclosure or Excluded Liabilities) ;confidentiality, non-compete or non-solicitation, employment, assignment of inventions or similar agreement; and (n) All all goodwill and the going concern value of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of this Agreementcontained herein, at the Closing, Seller agrees to will sell, transfer, convey, assign, transfer and deliver assign to Purchaser, and Purchaser agrees to purchasewill purchase from Seller, all of the business assetsright, properties, real or personal, title and rights interest of every nature, kind Seller in and description, tangible to the properties and intangible, as reflected on the Closing Balance Sheet assets used or useable held for use in the Seller operation of the Business, owned by, leased by, or in other than the possession of the Seller Excluded Assets (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) including, without limitation, all of which shall be retained by Seller Seller’s right, title and shall not be sold or conveyed interest in and to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (ai) Inventoryall machinery, wherever located, equipment and other tangible personal property used or useable held for use in the operation of the Business (the “InventoryMachinery and Equipment”); (ii) consisting all Owned Real Property owned by Seller and used or held for use in the operation of the Business; (iii) all contracts, agreements, subcontracts and leases entered into by Seller in connection with the operation of the Business (“Contracts”); (iv) all patents, trademarks, service marks, trade names, copyrights, know how, technology, inventions and domain names and any registrations or applications for registration of any of the foregoing used or held for use by Seller in the operation of the Business (the “Intellectual Property”); (v) all refunds, deposits and prepaid expenses relating to the operation of the Business, including, but not limited to, any prepaid Taxes other than prepaid income or franchise Taxes (“Prepaid Taxes”); (vi) all items of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute including raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed and spare parts held in Seller’s business or in connection with the processing, production, packaging, promotion, delivery or shipping operation of the same, including all supplies and embedded softwareBusiness; (bvii) Fixed and other physical assets, wherever located, used or useable in the Business consisting all accounts receivable of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any Seller as of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating Closing Date related exclusively to the Business; (kviii) All interests all transferable licenses, authorizations and permits issued or granted by any Government Authority in partnerships, joint ventures and other business associations relating to connection with the operation of the Business;; and (lix) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims all books, records, files and causes of action against others papers relating to the Business (except to and the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller agrees to shall sell, transfer, convey, assign, deliver and deliver relinquish to PurchaserBuyer in perpetuity, free and clear of all Liens, all right, title and interest in and to, and Purchaser agrees to purchaseonly to, all of the business Acquired Assets. As used in this Agreement, “Acquired Assets” means the following assets, properties, real or personal, rights and rights of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the followinginterests: (a) Inventorythe VersaVue Software (and its predecessors) and the DynaCAD Product, wherever locatedall Intellectual Property associated therewith, including the Intellectual Property set forth on Schedule 1.1(a)(i), and all other Intellectual Property used in or useable that relates to that portion of Seller’s business to which the VersaVue Software and the DynaCAD Product relate (the “Business”), including all Intellectual Property developed pursuant to or in connection with the Business Existing License Agreement, and all files and disclosures relating to the foregoing and all goodwill associated with the foregoing, together with all claims against third parties for profits and all claims and Losses (including interest which may be imposed in connection therewith), including any such claims or Losses incurred by reason of the past infringement, alleged infringement, unauthorized use or disclosure or alleged unauthorized use or disclosure of any such Intellectual Property, together with the right to ▇▇▇ for, and collect the same, or to ▇▇▇ for injunctive relief, for Buyer’s own use and benefit, and for the use and benefit of its successors, assigns or other legal representatives (all of the foregoing, collectively, the “Acquired Intellectual Property”), but excluding the Intellectual Property listed on Schedule 1.1(a)(ii) (the “Excluded Intellectual Property”); (b) all rights to the information, materials, data and work product in respect of research and development activities conducted or being conducted in connection with the Acquired Intellectual Property; (c) all inventory of the VersaVue Software and the DynaCAD Product as of the Closing Date (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute all raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, with respect thereto (including packaging, promotion, delivery or shipping of the same, including all supplies labels and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”similar supplies); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventionsall Books and Records that relate exclusively to, discoveriesor are used exclusively in connection with, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and or the Acquired Intellectual Property, including all agreements of any nature whatsoever with respect thereto the materials identified on Schedule 1.1(d) (collectively, the “Know-howAcquired Books and Records”); (e) All other trade secrets all Approvals and proprietary information relating Orders listed on Schedule 1.1(e), in each case to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”)extent their transfer is permitted by Law; (f) All all right, title and interest of Seller in in, to and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth Contracts listed on Schedule 6(k1.1(f) hereto (collectively, the “Assigned Contracts”); (ig) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms all goodwill of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (kh) All interests in partnerships, joint ventures and other business associations relating to all tangible personal property listed on Schedule 1.1(h) (the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities“Tangible Assets”); and (oi) All goodwill associated with the Business all other assets, properties, rights and interests of every kind and nature whatsoever, whether tangible or Assetsintangible, together with the right to represent to third parties wherever located, owned, used, held for use or developed for use by Seller or its Affiliates, that Purchaser is the successor to relate exclusively to, or are used exclusively in, the Business.

Purchase and Sale of Assets. Subject to the terms and conditions of this Acquisition Agreement, Seller agrees to as of the Effective Time, the Sellers shall sell, transfer, convey, assign, transfer and deliver convey to Purchaserthe Buyer (or such Affiliates of the Buyer as the Buyer may direct), and Purchaser agrees to the Buyer (or such Affiliates of the Buyer as the Buyer may direct) shall purchase, acquire and accept from such Sellers, all of such Sellers’ right, title and interest to and in all of the business assetsAssets owned by such Sellers that are primarily used, propertiesor held for use, real or personalin the Business, and rights of every nature, kind and description, wherever located, real, personal or mixed, tangible and or intangible, as reflected on the Closing Balance Sheet used or useable in same shall exist at the Seller BusinessEffective Time, owned by, leased by, or in the possession free and clear of the Seller all Encumbrances other than Permitted Encumbrances (the “Purchased Assets”); provided, except however, that in no event shall the Purchased Assets shall not include any of Excluded Assets or Assets to which the assets set forth on Schedule 2 hereto (Buyer receives the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold benefit under the Transition Services Agreement or conveyed to Purchaser hereunderthe Manufacturing Agreement. Without limiting the generality of the preceding sentenceforegoing, the Purchased Assets shall include the following(other than Excluded Assets) all right, title and interest in, to and under: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded softwareAccounts Receivable; (b) Fixed all Inventory; (c) all leases and other physical assetsleasehold interests of real property, wherever locatedas to which any Seller is the lessee, used or useable in as of the Business consisting of Equipmentdate hereof, and fixtures which are set forth on Disclosure Schedule 2.1(c) (the “Fixed AssetsAssumed Real Property Leases”); (cd) All Patents, Copyrights and Trademarks all Equipment primarily used or useable in the Business, and including all agreements of any nature whatsoever leases with respect to Equipment pursuant to which any Seller is a lessee as of the foregoing date hereof, as set forth on Disclosure Schedule 2.1(d) (the “Intangible Leased Personal Property”), together with any express or implied warranty by the manufacturers, sellers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto; (e) all rights of the Sellers in, to and under the Assumed Contracts; (f) all Assets listed on Disclosure Schedule 2.1(f) and Disclosure Schedule 3.4(a)(i); (g) all of the Sellers’ rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties relating to the Business, liquidated or unliquidated, including, without limitation, unliquidated rights under manufacturers’ and vendors’ warranties, except to the rights extent they relate to all brand namesExcluded Assets or Retained Liabilities; (dh) All inventionsall Intellectual Property listed on Disclosure Schedule 2.1(h), discoveriesincluding the RFPD Marks, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”)goodwill associated therewith; (ei) All other trade secrets the ▇▇▇▇▇▇▇▇▇▇ IT/ERP System; (j) all books, records, files and proprietary information papers, whether in hard copy or computer format, primarily relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectivelyengineering information and records, sales and promotional literature, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records, provided, however, that in the “Contracts”); (i) All accounts owned or acquired by event local Law applicable to a Seller includingrequires retention of original documents, accounts receivablecopies of the above books, notes and notes receivable, other receivables, book debts records and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Businesspapers shall be delivered; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All all goodwill associated with the Business or the Purchased Assets; (l) all rights of the Sellers in, together with to and under those Licenses and Permits set forth on Disclosure Schedule 2.1(l) (the right “Assumed Licenses”); and (m) all other assets owned by the Sellers that are primarily used in, or are necessary for, the operation of the Business other than the Excluded Assets or Assets to represent to third parties that Purchaser is which the successor to Buyer receives the Businessbenefit under the Transition Services Agreement or the Manufacturing Agreement.

Purchase and Sale of Assets. Subject to On the terms and subject to the conditions of contained in this Agreement, Seller agrees to at the Closing, Sellers shall sell, transferassign, convey, assigntransfer, and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase from Sellers, free and clear of Encumbrances (other than Permitted Encumbrances), all of Sellers’ and its Affiliates’ right, title, and interest in, to and under the business business, properties, assets, propertiesgoodwill and rights, of whatever kind and nature, real or personal, and rights of every nature, kind and description, tangible and or intangible, as reflected on related solely or primarily to the Closing Balance Sheet used operation or useable in the Seller Business, owned by, leased by, or in the possession conduct of the Seller Business and/or the Products (the “Acquired Assets”), except that in exchange for the Assets shall not include any payment by Buyer of the assets consideration set forth on Schedule 2 hereto (in Section 2.7 and the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality Buyer’s assumption of the preceding sentenceAssumed Liabilities. For the avoidance of doubt, the Acquired Assets include the followingSellers’ and their Affiliates’ right, title and interest in, to and under the following assets, properties, and rights: (a) Inventoryall Intellectual Property owned by Sellers and/or their Affiliates and solely or primarily related to any of the Products, wherever locatedand/or used, held for use or intended to be used solely or useable primarily in the operation or conduct of the Business (the “InventoryAcquired Intellectual Property”), including: (i) consisting of inventory, merchandise, goods and other personal property that are held by or those Patent Rights identified on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping Schedule 2.1(a)(i) of the sameSeller Disclosure Letter; (ii) all trademarks, trade names, service marks, logos, slogans, names, trade dress, product configurations, names, copyrights, and works of authorship that relate solely or primarily to any of the Products and/or the Business, including those identified on Schedule 2.1(a)(ii) of the Seller Disclosure Letter, including all supplies registrations or applications for registrations thereof with Governmental Authorities and embedded softwareall goodwill associated therewith; (iii) all Internet domain names solely or primarily used in relation to the Products, including those identified on Schedule 2.1(a)(iii) of the Seller Disclosure Letter, and (iv) all Know How that relates solely or primarily to any of the Products and/or the Business, in each case including all rights to ▇▇▇ for past, present, and future infringements; (b) Fixed all of the Sellers’ (and other physical assetstheir Affiliates’) rights in any Intellectual Property licensed to any of the Sellers and/or their Affiliates and used, wherever locatedor intended to be used, used solely or useable primarily in the operation or conduct of the Business consisting of Equipment, and fixtures (the “Fixed AssetsLicensed IP”); (c) All Patentsall (i) finished Products and Product samples owned by or held for, Copyrights and Trademarks or intended to be used for, sale, distribution or useable in the Business, and all agreements use by or on behalf of any nature whatsoever with respect to Seller or any of its Affiliates on the foregoing Closing Date, (ii) active ingredients and other raw materials and packaging materials held for use or intended to be used in or in respect of such Products, including, as applicable, plasma and albumin, on the Closing Date and (iii) work in process in respect of such Products, owned by and held by or on behalf of any Seller on the Closing Date (collectively, the “Intangible PropertyInventory”), including, without limitationfor the avoidance of doubt, all Cytogam Inventory and including any Inventory owned by any Seller and held for the rights to all brand namesbenefit of any Seller by any contract manufacturer or third-party logistics service provider; (d) All inventionsall advertising, discoveriesmarketing collaterals, improvementsand promotional materials in physical and digital forms used, computer software, data, skill, expertise, procedures and processes held for use or intended to be used or useable in the Business and owned by operation or conduct of the Business, including the materials described on Schedule 2.1(d) of the Seller and all agreements of any nature whatsoever with respect thereto Disclosure Letter (collectively, the “Know-howMarketing Materials”); (e) All subject to Section 2.5(c), all INDs, BLAs, and other trade secrets product authorizations and proprietary information relating registrations (including copies of all physical registration files of the Products), Permits and approvals held by Sellers or their Affiliates or that are pending before the FDA or any other Governmental Authority with respect to any of the BusinessProducts, including customer liststhose specified on Schedule 2.1(e) of the Seller Disclosure Letter (collectively, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary InformationAcquired Product Registrations”); (f) All right, title all Books and interest Records that are owned by and in the possession or control of Seller in Sellers or their Affiliates as of Closing (the “Acquired Books and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable LawRecords”); (g) All bookssubject to Section 2.5, records, accounts, correspondence and other information all Contracts to which has been reduced any Seller or any of its Affiliates is a party that relate solely or primarily to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any the Products or the Exploitation of the foregoing; (h) All of Seller’s claims and rights under all leasesProducts, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to including the Business including, without limitation, those Contracts set forth on in Schedule 6(k2.1(g) hereto of the Seller Disclosure Letter (collectively, the “Assigned Contracts”); (h) the goodwill generated by or associated with the Business including any of the Acquired Assets; (i) All accounts owned all rights, claims, counterclaims, defenses, credits, causes of action, favorable awards, rights under express or acquired by Seller includingimplied warranties, accounts receivablerights of recovery, notes rights of subrogation, rights to indemnification and notes receivablecontribution, rights of setoff and all other receivablesrights of any kind against Third Parties relating solely or primarily to any Acquired Asset or any Assumed Liability, book debts and other forms including any rights of obligations to Seller and Letter of Credit Rights relating indemnification pursuant to the Business (“Accounts Receivable”);Aptevo Purchase Agreement and the CSL Purchase Agreement; and (j) All prepaid items, deposits, bank accounts, certificated securities, telephone and fax numbers and listings in directories in all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets media relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor solely to the Business.

Purchase and Sale of Assets. Subject At the Closing, the Seller shall sell, assign, convey, bargain, grant and deliver to Buyer, and Buyer shall purchase and acquire from the Seller, all on the terms and conditions of this Agreement, Seller agrees to sell, transfer, convey, assign, and deliver to Purchaser, and Purchaser agrees to purchasehereinafter set forth, all of the business assets, properties, real or personal, and rights of the Seller, which shall include all assets used, held for use or useful in the operation of the Business, of every nature, kind type and description, including, but not limited to customer contracts and lists and the telephone number(s), domain names and Internet IP addresses associated with the Business, wherever located, tangible and intangible, vested or unvested, contingent or otherwise, as reflected the same shall exist on the Closing Balance Sheet used Date, whether or useable in not recorded on the Seller Business, owned by, leased by, or in the possession books and records of the Seller and whether or not described herein or in any of the exhibits or Schedules delivered or to be delivered to Buyer hereunder, all of which is set forth in Schedule 2.1 (collectively, the “Assets”), except that ) other than the Excluded Assets. Such Assets shall not include any be conveyed free and clear of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunderEncumbrances, other than Permitted Encumbrances. Without in any way limiting the generality of the preceding sentenceforegoing, the Assets shall include the following: (a) InventoryAll fixed assets of the Seller’s personal property, plant, equipment, improvements, leasehold interests and other operating and related facilities of the Seller, and all owned motor vehicles, tools, machinery, office and computer equipment, furniture and fixtures used, held for use or useful in the ordinary course of Business, wherever located, used or useable in including any equipment purchased following the Business (the “Inventory”) consisting expiration of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded softwarelease; (b) Fixed all accounts receivable (including accounts receivable-manufacturers’ Claims, all rights to refunds (including but not limited to accounts receivable and refunds), rebates, reimbursement and other physical assets, wherever located, used or useable in the Business consisting of Equipment, Claims) and fixtures (“Fixed Assets”)all other accrued revenues and receivables; (c) All Patentsall inventories (including, Copyrights without limitation, inventories of materials, finished goods, work in progress, spare parts, other supplies, and Trademarks used Obsolete Inventory,) used, held for use, useful or useable maintained by the Seller, wherever located (including inventory in transit to the Seller on the Closing Date and inventory subject to irrevocable purchase orders), as well as all supplies used, held for use, useful or maintained by the Seller, and on hand on the Closing Date, and which shall be maintained at normal operating levels, consistent with the Seller’s past practices through the Closing Date; (d) all rights and benefits under all Material Agreements and all other consents, permits, licenses ,instruments and other agreements relating to the operation of the Business, including any such agreements, consents, Licenses and all agreements of any nature whatsoever Permits and instruments entered into by the Seller with respect to the Business prior to the Closing Date provided that Buyer pays any license transfer fees; (e) all drawings, blueprints, plans and processes, and all technical information and engineering data, developed or acquired by the Seller and used, useful or held for use in connection with the Business; (f) all files of correspondence, lists, records (including financial records), manuals and books of account of the foregoing Seller maintained or kept in connection with the Business (the “Intangible Property”in whatever medium they are stored), including, without limitation, the rights to all brand names; (d) All inventionsthose concerning past, discoveries, improvements, computer software, data, skill, expertise, procedures present and processes used or useable in prospective customers of the Business and owned by Seller and compliance with all agreements Legal Requirements of any nature whatsoever with respect thereto (the “Know-how”); (e) All federal, state or local regulatory agency or other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable LawGovernmental Authority; (g) All booksall computer software, recordsIntellectual Property and Know-how (including registrations and applications for registration of any of them) used, accounts, correspondence and other information which has been reduced to writing relating to useful or arising out held for use in connection with the operation of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of together with the foregoinggoodwill associated therewith; (h) All all of Seller’s claims the rights of the Seller under manufacturers’ and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, vendors’ warranties relating to items included in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”)Assets; (i) All accounts owned all of the Claims or acquired by causes of action of the Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business or the Assets, including Claims and causes of action for infringement of the Seller’s Intellectual Property or Know-how (“Accounts Receivable”)whether or not heretofore asserted) and Claims under the Seller’s insurance policies for damage to Assets and Claims for refunds or rebates; (j) All prepaid items, deposits, bank accounts, certificated securitiesdeposits or cash payments made to the Seller in respect of any and all open customer orders accepted by the Seller prior to Closing in the ordinary course of business, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Businesswhich are set forth in Schedule 2.1; (k) All interests in partnershipsall prepaid rent, joint ventures prepaid freight and other business associations relating prepaid expenses, all deposits and prepayments paid to the BusinessSeller and any and all rights in respect of advances or loans made by the Seller to any Person, including any Employee; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); all Orders and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject to On the terms and subject to the conditions of set forth in this AgreementAgreement and expressly subject to Section 2.2, at the Closing, Seller agrees to shall sell, transfer, convey, assign, assign and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase from Seller, free and clear of all Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the business assets, properties, real or personal, properties and rights of every kind and nature, kind and descriptionwhether real, personal or mixed, tangible and or intangible, as reflected on the Closing Balance Sheet wherever located (other than Excluded Assets) which relate to, or are used or useable held for use in connection with, the Seller Business, owned by, leased by, or in the possession of the Seller System (the “Purchased Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include including without limitation the following: (a) InventoryThe Owned Real Property, wherever locatedLeased Real Property, Easements, and other interests in real property (together with the improvements and fixtures thereon) used or useable held for use by Seller in the Business operation of the System (collectively, the “InventoryReal Property”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software); (b) Fixed The System and other physical assetsall related and appurtenant facilities, wherever locatedequipment, and personal property currently used or useable by Seller for delivery of services to the System Customers, including the distribution system described and depicted in the Business consisting of EquipmentSystem Map and those assets set forth on Schedule 2.1(b) (collectively, and fixtures (the “Fixed AssetsDistribution Facilities”); (c) All Patentsof the inventory, Copyrights and Trademarks supplies used or useable held for use in connection with the BusinessSystem (collectively, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible PropertyInventory”); (d) Seller’s certificate of public convenience and necessity and other authorizations, as well as all of Seller’s responsibilities conferred by the Commission, to own and operate the System as a Commission-regulated public utility. (e) All customer-related information owned by or otherwise controlled by Seller and used in connection with the System, including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys billing history, rate classifications and all agreements of any nature whatsoever with respect thereto revenue calculations (collectively, the “Proprietary Customer Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those Contracts set forth on Schedule 6(k2.1(f) hereto (collectively, the “Assigned Contracts”); (ig) All accounts owned or acquired by Seller includingSubject to obtaining consents for certain Permits pursuant to Section 6.5(b) of this Agreement, accounts receivableall Permits, notes and notes receivableincluding Environmental Permits, set forth on Schedule 4.14(b) (other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the than non-transferable Business (“Accounts Receivable”License No. 06900); (jh) All prepaid items, deposits, bank accounts, certificated securitiesExcept as set forth in Section 2.2, all certificates of deposit, and all promissory notes Seller’s records and other evidences of indebtedness documents, instruments and other similar assets information relating to the Business;System and the Purchased Assets (collectively, the “Books and Records”) and the System Map; and (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (ni) All of Seller’s claims rights, claims, and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Purchased Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of this Agreement, Seller agrees to at the Closing, the Company shall sell, assign, transfer, convey, assign, convey and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer, in reliance on the representations, warranties and covenants of the Company, shall purchase from the Company, all of the business Company’s right, title and interest in and to all assets, properties, real or personal, properties and rights of every nature, kind and description, whether tangible and or intangible, real, personal or mixed, accrued, unaccrued or contingent (including goodwill), wherever located and whether now existing or hereafter acquired prior to the Closing Date, related to, used or held for use in connection with the Business, as reflected the same shall exist on the Closing Balance Sheet used Date, whether or useable not carried or reflected on or specifically referred to in the Seller Business, owned by, leased by, Company’s books or financial statements or in the possession of Schedules to the Seller Disclosure Letter, other than the Excluded Assets (collectively, the “Purchased Assets”), except that the Assets shall not include in each case free and clear of any Encumbrances other than Permitted Encumbrances, including, without limitation, all of the assets set forth on Schedule 2 hereto Company’s right, title and interest under, in or to (the “Excluded Assets”as applicable) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of all inventory, merchandisefinished goods, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, productionprogress, packaging, promotionsupplies, delivery or shipping of the sameparts and other inventories, including all supplies and embedded softwarewherever located (“Inventory”); (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting Contracts listed on Schedule 2.1(b) of Equipment, and fixtures the Disclosure Letter (the “Fixed AssetsAssigned Contracts”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand namesIntellectual Property Assets; (d) All inventionsall furniture, discoveriesfixtures, improvementsequipment, computer softwaremachinery, datatools, skillvehicles, expertiseoffice equipment, procedures supplies, computers, telephones and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto other tangible personal property (the “Know-howTangible Personal Property”); (e) All other trade secrets and proprietary information relating all Permits listed on Schedule 2.1(e) of the Disclosure Letter, but only to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”)extent such Permits may be transferred under applicable Law; (f) All right, title and interest all rights to any Actions of Seller in and any nature available to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to or being pursued by the Business Company to the extent transferable under Applicable Lawrelated to the Business, the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise; (g) All booksall credits, recordsrebates (including ACH payments, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns credit memos and any computer record other rebates based on purchase volumes), prepaid expenses, advance payments, claims, security, refunds, rights of any recovery, rights of the foregoingset-off, rights of recoupment, deposits, charges, sums and fees; (h) All of Seller’s claims warranties, indemnities and all similar rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner against third parties to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectivelyextent related to the Business, the “Contracts”Purchased Assets or the Assumed Liabilities (and proceeds in respect thereof); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms all rights in respect of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”)Leased Real Property; (j) All prepaid itemsall insurance benefits, depositsincluding rights and proceeds, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities prior to the Closing; (k) All interests in partnerships, joint ventures all personnel and other business associations relating to the Businessemployment records of Transferring Employees; (l) All rights originals, or where not available (or in the case of Seller under express or implied warranties from the suppliers Tax Returns), copies, of Seller all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, customer lists, correspondence (including all correspondence with respect any Governmental Authority but excluding pre-Closing privileged correspondence belonging to the Assets Owners and containing information regarding this Transaction), sales material and records, strategic plans, and files relating to the extent transferable under Applicable LawIntellectual Property Assets; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate all rebates paid to Excluded Assets or Excluded Liabilities) ;the Company, regardless of when paid, in respect of the Business; and (n) All all goodwill and the going concern value of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing and immediately after the actions contemplated in Section 2.01 shall have been consummated, Seller agrees to and PB Energy shall sell, assign, transfer, conveyconvey and deliver or cause to be sold, assignassigned, transferred, conveyed and delivered to the Company, and deliver to Purchaser, the Company shall purchase from Seller and Purchaser agrees to purchasePB Energy, all of Seller’s and PB Energy’s right, title and interest in and to the business assets, properties, real or personal, assets and rights of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever locatedowned, used or useable held for use primarily in the Business (the “Inventory”) consisting conduct of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any the goodwill of the foregoing Business, as the same shall exist on the Closing Date, other than the Excluded Assets (collectively, the “Intangible PropertyPurchased Assets”), including, without limitation, the rights to all brand namesfollowing: (i) the Business Contracts; (dii) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures all accounts receivable of Seller and processes used PB Energy arising primarily out of the operation or useable in conduct of the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-howPurchased Receivables”); (eiii) All other trade secrets all work-in-process on any Business Contract; (iv) the machinery, equipment and proprietary information relating tangible personal property used or held for use primarily in the operation or conduct of the Business by Seller and PB Energy (whether as owner, lessor, lessee or otherwise), including the machinery, equipment and tangible personal property set forth on Schedule 2.02(a)(iv); (v) all of the Business Intellectual Property, including the Business Intellectual Property set forth on Schedule 2.02(a)(v), except domain names using the Names; (vi) to the Businessextent assignable, the Third-Party Intellectual Property; (vii) to the extent assignable in accordance with applicable Law, all Permits that are used, held for use or intended to be used primarily in the Business by Seller and PB Energy, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto those Permits set forth on Schedule 4.15 (the “Proprietary InformationPurchased Permits”); (fviii) All rightall credits, title prepaid expenses, deferred charges, advance payments, security deposits and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges prepaid items relating to the Business to the extent transferable under Applicable Lawassets listed in clauses (i) through (vii) above; (gix) All booksall books of account, general, financial and accounting records, accountsfiles, correspondence invoices, customer and supplier lists, other distribution lists, billing records, customer and supplier correspondence, sales, marketing and promotional literature and other information which has been reduced to writing relating to sales-related materials and any rights thereto owned by Seller or arising out PB Energy and used or held for use exclusively in the operation or conduct of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of except to the foregoingextent relating to the Excluded Assets or the Excluded Liabilities; (hx) All all rights in respect of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”)Leased Real Property; (ixi) All accounts owned all goodwill generated by or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to associated with the Business (“Accounts Receivable”);Business; and (jxii) All prepaid itemsall rights, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related relating to the Excluded Assets any other Purchased Asset or Excluded Liabilities); and (o) All goodwill associated with the Business or Assetsany Assumed Liability, together with the right to represent to third parties that Purchaser is the successor to the Businessother than any such items arising under insurance policies.

Purchase and Sale of Assets. Subject At the Closing (as hereinafter defined), on and subject to the terms and conditions of this Agreement, Seller agrees to shall sell, assign, transfer, convey, assign, and deliver to Purchaser, and Purchaser agrees to shall purchase, acquire, and accept from Seller, all of the business right, title, and interest of Seller in and to (i) the Business and all goodwill related exclusively to the Business, (ii) the names "Image and Image Industries" and all marks and goodwill associated therewith (whether or not registered), and (iii) all of the assets, properties, real or personal, and rights of Seller constituting the Business or used by Seller therein, of every nature, kind type and description, tangible and intangible, as in Seller's possession or reasonably accessible to Seller and whether or not reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession books of the Seller (the “Assets”except as may be specifically excluded by this Agreement), except that the Assets shall not include any free and clear of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller liens, claims, charges, security interests, and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies encumbrances of any kind, kind or nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; other than Permitted Encumbrances (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”as hereinafter defined), including, without limitation, the rights following, as the same shall exist at the Closing Date (as hereinafter defined) and to all brand names;the extent the same are used exclusively in the Business: (da) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and real property owned by Seller and used in the Business, and all agreements of Seller's right, title, and interest in the buildings, fixtures, and improvements located thereon, together with all water lines, rights of way, uses, licenses, easements, hereditaments, tenements, and appurtenances belonging or appertaining thereto and any nature whatsoever 12 and all assignable warranties of third parties with respect thereto (the “Know-how”); "Real Property") and, by assignment of leases, all of Seller's rights in, to, and under any real estate leases (eincluding, without limitation, any assignment of a real estate lease or sublease) All other trade secrets and proprietary information relating to which Seller is a party which are used in the Business, together with all of Seller's right, title, and interest in the buildings, fixtures and improvements, including customer listsconstruction-in-progress, market surveys and appurtenances thereto, located on the real property subject to such real estate leases, and any and all agreements assignable warranties of any nature whatsoever third parties with respect thereto (the “Proprietary Information”"Leased Real Property"); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject At the Closing (as hereinafter defined), on and subject to the terms and conditions of this Agreement, Seller agrees to shall, and Shareholder shall cause General Cable Technologies Corp. to, sell, assign, transfer, convey, assign, and deliver to Purchaser, and Purchaser agrees to shall purchase, acquire, and accept, all of the business right, title, and interest of Seller and General Cable Technologies Corp., as the case may be, in and to (i) the Business and all goodwill related to the Business, (ii) the name "Romex" and all marks and goodwill associated therewith (whether or not registered), (iii) all of the assets, properties, real or personal, and rights of every natureSeller used in the Business and located at its Watkinsville, kind Georgia facility or its Kingman, Arizona facility, (iv) Inventory used in the Business, wherever located and description, tangible and intangible, as whether or not reflected on the Closing Balance Sheet books of Seller (except as may be specifically excluded by this Agreement), and (v) the machinery and equipment used or useable in the Seller BusinessBusiness and located at the Seller's wire mill facility in Plano, owned byTexas (the "Plano Wire Mill Facility") (for purposes hereof, leased bythe Plano Wire Mill Facility and the Plano Rod Mill Facility (as hereinafter defined) shall be referred to, collectively, as the "Plano Facility"), in each case free and clear of all liens, claims, charges, security interests, and encumbrances of any kind or nature other than Permitted Encumbrances (as hereinafter defined), and consisting of the following, as the same shall exist at the Closing Date (as hereinafter defined) and to the extent the same are used in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the followingBusiness: (a) Inventory, wherever located, All real property owned by Seller and used or useable in the Business (i) in Watkinsville, Georgia, but excluding the “Inventory”landfill and surrounding property located at Seller's facility in Watkinsville, Georgia (the "Watkinsville Landfill Property"), and (ii) consisting in Kingman, Arizona, but excluding the former settlement ponds and surrounding property located at Seller's facility in Kingman, Arizona (the "Kingman Pond Property"), together with all of inventorySeller's right, merchandisetitle, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or interest in the processingbuildings, productionfixtures, packagingand improvements located on all such real property (other than the Watkinsville Landfill Property and the Kingman Pond Property), promotionand all water lines, delivery rights of way, uses, licenses, easements, hereditaments, tenements, and appurtenances belonging or shipping appertaining thereto and any and all assignable warranties of third parties with respect thereto (the same, including all supplies and embedded software"Real Property"); (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”);[INTENTIONALLY OMITTED] (c) All Patentsmachinery, Copyrights equipment, spare parts, supplies, tools, jigs, product racks, dies, computers, terminals, computer equipment (other than all radio frequency equipment and Trademarks used or useable in the Businesscomputers, terminals and computer equipment which are leased), office equipment, business machines, telephones and telephone systems, parts, accessories, and all agreements of any nature whatsoever with respect to any of the foregoing (like, located at the “Intangible Property”)Real Property or the Plano Wire Mill Facility, including, without limitation, the rights to equipment and projects listed on EXHIBIT B hereto, and any and all brand namesassignable warranties of third parties with respect thereto (the "Equipment"); (d) All inventionsTo the extent that assignment to Purchaser is permitted by applicable law, discoveriesall of the contracts, improvementsleases, computer softwaresubleases, datawarranties, skillcommitments, expertiseagreements, procedures sales orders and processes used or useable in other executory commitments specifically listed on SCHEDULES 1.1(D) and 5.10 of the Business Disclosure Letter (individually, a "Contract" and owned collectively, the "Contracts"); it being expressly understood by the parties that Seller and all agreements Shareholder are under no obligation, except as may otherwise be provided herein, to obtain consent for or to assign any such items, including customer or buying group contracts, that are not specifically identified on SCHEDULES 1.1(D) or 5.10 of any nature whatsoever with respect thereto (the “Know-how”)Disclosure Letter as the "Assigned Contracts"; (e) All raw materials other trade secrets than copper cathode, work-in-progress, finished goods, goods held for resale, samples and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto promotional literature wherever located (the “Proprietary Information”"Inventory"); (f) All rightmotor vehicles, title trucks, forklifts, and interest other rolling stock and all assignable warranties of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to third parties related thereto (the Business to the extent transferable under Applicable Law"Vehicles"); (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manualspatents, designs, blueprintsart work, models, drawingslabels, specifications, patterns designs-in-progress, formulations, know-how, prototypes, inventions, trademarks, trade names, trade styles, service marks, together with all goodwill associated therewith, and any computer record of any copyrights; all registrations and applications therefor, both registered and unregistered, foreign and domestic; all trade secrets, technology or processes; and all confidential or proprietary information that are listed on SCHEDULE 5.10 of the foregoingDisclosure Letter and are either (i) owned by or negotiated in the name of Seller or General Cable Technologies Corp. for use in the Business or (ii) as to which Seller or General Cable Technologies Corp. has rights as licensee for use in the Business which, for the avoidance of doubt, shall not include the name "General Cable" or any variation or derivation of that name (the "Intellectual Property"); (h) All existing data, data bases, books, records (except those records in Seller's corporate offices or at off-site storage facilities which are duplicates of the books and records of the Business), correspondence, records of sales, customer and vendor lists, files, and, to the extent permitted under applicable law or regulation, copies of historical personnel payroll and, if in Seller's possession, medical records of each of the Hired Employees (as defined in Section 11.1 hereof) in the possession of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, including without limitation, those set forth on Schedule 6(kemployment applications, corrective action reports, disciplinary reports, notices of transfer, notices of rate changes, other similar documents, and any summaries of such documents regularly prepared by Seller; all reported medical claims made for each Hired Employee; and all manuals and printed instructions of Seller relating to the Acquired Assets (as hereinafter defined) hereto or to the operations conducted by Seller at Watkinsville, Georgia or Kingman, Arizona (collectively, the “Contracts”"Books and Records"); (i) All accounts owned To the extent assignable under applicable law or acquired by Seller includingregulation, accounts receivableall licenses, notes and notes receivablefranchises, other receivablespermits, book debts certificates, consents, and other forms governmental or quasi-governmental authorizations of obligations to Seller and Letter of Credit Rights relating to or applications therefor (the Business (“Accounts Receivable”"Permits"); (j) All prepaid itemsfurniture, deposits, bank accounts, certificated securities, all certificates of depositfixtures, and leasehold improvements located on the Real Property, and any and all promissory notes assignable warranties covering such furniture, fixtures, and other evidences of indebtedness leasehold improvements owned by Seller or in which Seller has an interest ("Furniture and other similar assets relating to the BusinessFixtures"); (k) All interests refunds; all choses in partnershipsaction, joint ventures causes of action, claims, and other business associations relating demands of Seller related to any of the Business;assets, rights or properties of Seller otherwise described in this Section 1.1, including without limitation, rights to returned or repossessed goods and rights as an unpaid vendor, rights of recovery, rights of set-off and rights of recoupment; all security deposits and utility deposits; and (l) All rights assets identified on SCHEDULE 1.1.1 of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the BusinessDisclosure Letter.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreementset forth herein, on the Closing Date, Seller agrees to shall fully, irrevocably and unconditionally sell, assign, transfer, convey, assign, convey and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase and assume from Seller, all of Seller’s right, title and interest in and to the business assets, properties, real or personal, and rights of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller following assets (the “Purchased Assets”), except free and clear of any Encumbrance, in each case provided that Seller acquired such Purchased Assets from Fifth Dimension pursuant to the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the followingForeclosure Sale: (a) InventoryAll Intellectual Property owned or purported to be owned or licensed by Fifth Dimension, wherever locatedand all of the rights associated therewith including, used without limitation, all rights to apply in any or useable all countries and regions of the world for Patents, industrial design protections, design patent protections, including, as listed in Section 2.01(a) of the Business disclosure schedules to be provided at Closing (the “InventoryPurchased Intellectual Property” and the “Disclosure Schedules”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded softwarerespectively); (b) Fixed All Products and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”)Technologies; (c) Any goodwill associated with the Business and/or any Purchased Assets; (d) The Purchased Intellectual Property Licenses; (e) All Patents, Copyrights and Trademarks Documents in Seller’s possession or control that are used or useable in held for use in, or that arise out of, or related to, or are necessary for operation of the Business, and all agreements of any nature whatsoever with respect to Business or any of the foregoing Purchased Assets; (f) All Equipment, including as listed in Section 2.01(f) of the “Intangible Property”Disclosure Schedules; (g) All claims and causes of action (whether known or unknown, and whether currently pending, filed or otherwise), choses in action, rights of recovery, rights of set off and other enforcement rights pertaining to or arising out of or on account of the Business or any of the Purchased Assets, including, without limitation, all causes of action and other enforcement rights for damages, profits, royalties or other payments, injunctive relief, and any other remedies of any kind for past, current and future infringement, misappropriation or any violations of any one of the rights to all brand names; (d) All inventionsembodied in any of the Purchased Assets, discoveriesin each case arising before or after the Closing Date, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business only to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence permitted to be transferred by the Court-Ordered Liquidation and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing;applicable law; and (h) All other rights, assets, properties and business, of Seller’s claims every kind, nature and rights under all leasesdescription, contractswherever located, agreementsreal, and purchase and sales orderspersonal or mixed, whether written tangible or oralintangible, relating in any manner that are related to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectivelyand assumed by Seller in the Foreclosure Sale. For purposes of clarity, the “Contracts”); (i) All accounts owned or Purchased Assets herein are limited solely to the assets acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating pursuant to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the BusinessFifth Dimension APA.

Purchase and Sale of Assets. Subject On and subject to the terms and conditions of this Agreement, at the Closing on the Closing Date and effective as of the Effective Time, Seller agrees to shall sell, assign, transfer, convey, assign, convey and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase and acquire from Seller, free and clear of all Encumbrances other than Permitted Encumbrances, all of the business Seller’s right, title and interest in and to all of Seller’s property and assets, propertiesreal, real personal or personal, and rights of every nature, kind and descriptionmixed, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller every kind and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventorydescription, wherever located, used used, held for use or useable useful in the Business (other than Excluded Assets), including the following (collectively, the “InventoryPurchased Assets”). Buyer understands that it is purchasing the Purchased Assets “as is” and will not make any claims against Seller relating to the Purchased Assets and that payment of the Purchase Price will not be subject to any offsets or claims: a) consisting All Escrow Accounts as of inventorythe Closing Date, merchandiseincluding such Escrow Accounts set forth on Section 2.1(a) of the Disclosure Schedules; b) All Contracts set forth on Section 3.8 of the Disclosure Schedules (the “Assigned c) All intellectual property of the Business; d) all machinery, goods equipment, tools, furniture, office equipment, computer hardware, supplies (including chemicals and spare parts), materials, vehicles and other items of tangible personal property that are held of every kind owned or leased by the Company (wherever located and whether or not carried on behalf of Seller for sale the Company’s books), together with any express or lease implied warranty by the manufacturers or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies lessors of any kinditem or component part thereof, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including and all supplies and embedded software; (b) Fixed maintenance records and other physical assets, wherever located, used or useable in documents relating thereto (the Business consisting of Equipment, and fixtures (“Fixed AssetsTangible Personal Property”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating files related to the Business, including but not limited to client and customer lists, market surveys lists and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accountsreferral sources, research and development reports and records, service and warranty records, equipment logs, financial and accounting records, creative manuals, advertising manuals, studies, reports, correspondence and other information which has been reduced to writing relating to or arising out similar documents and records; f) All Permits listed on Section 3.10 of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoingDisclosure Schedules; (g) All prepaid expenses, credits, advance payments, security deposits, charges, sums and fees to the extent related to any Purchased Assets; h) All claims of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales ordersthe Company against third parties relating to the Purchased Assets, whether written ▇▇▇▇▇▇ or oralinchoate, relating in any manner known or unknown, contingent or non-contingent, including all such claims listed on Section 2.1(h) of the Disclosure Schedules; i) All inventory of the Company; j) All rights to receive mail and other communications related to the Business on and after the Closing Date; k) The Real Property and Real Property Leases set forth on Section 3.4(a) of the Disclosure Schedules; and l) All goodwill, trade secrets and confidential information associated with the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms goodwill associated with existing customer relationships of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of depositBusiness, and all promissory notes and other evidences of indebtedness and other similar assets rights, claims or credits relating to or deriving from, any of the Business; (k) All interests assets described in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Businessforegoing clauses.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreementset forth herein, Seller agrees to at the Closing, Sellers shall sell, assign, transfer, convey, assign, and deliver to Purchaser, and Purchaser agrees to purchaseshall purchase the Acquired Assets from Sellers, free and clear of any Encumbrances other than Permitted Encumbrances. The purchase of the Acquired Assets shall include all of Sellers’ right, title, and interest in, to, and under all of the business assets, properties, real or personal, and rights of every kind and nature, kind and descriptionwhether real, personal or mixed, tangible or intangible (including goodwill), wherever located and intangiblewhether now existing or hereafter acquired, as reflected on the Closing Balance Sheet which relate to, or are used or useable held for use in connection with the Seller Business, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include including the following: (a) Inventoryall furniture, wherever locateddisplays, used or useable in the Business (the “Inventory”) consisting fixtures, point of inventory, merchandise, goods sale and other equipment, plant tooling, scanners, machinery, tools, vehicles, office equipment, printers, supplies, computers, and telephones, and other tangible personal property that are held owned by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed all accounts and unbilled receivables held by any Seller, and any security, claim, remedy, or other right related to any of the foregoing to the extent not contributed as set forth on the Allocation Schedule; (c) all commercial and consumer products related to the Business, including work in progress, deferred cost of services, supplies, parts, and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures inventories (“Fixed AssetsInventory”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures all deposits made to manufacturers of AirocideTM and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”)AiroClean420 products; (e) All other trade secrets and proprietary information relating all cash on deposit in any Seller’s account, which shall be deposited into the Acquired Bank Account prior to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”)Closing; (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Lawall Assigned Contracts; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoingIntellectual Property set forth on Schedule 4.11(a); (h) All of Seller’s claims all rights to JJS’ catalysts and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”)cannabis industry; (i) All accounts owned or acquired by Seller includingmanufacturer, accounts receivabledistributor, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to customer relationships in existence on the Business (“Accounts Receivable”)Closing Date; (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating marketing materials related to the Business; (k) All interests in partnerships, joint ventures all Permits which are held by any Seller and other business associations relating required for the conduct of the Business as currently conducted or for the ownership and use of the Acquired Assets to the Businessextent such Permits are transferable; (l) All all rights to any Actions of any nature available to or being pursued by any Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets Business or Excluded Liabilitiesthe Acquired Assets, whether arising by way of counterclaim or otherwise; (m) all prepaid expenses, un-deposited funds, credits, advance payments, claims, security, refunds, security deposits, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums, and fees (including any such items relating to the payment of Taxes); (n) all of any Seller’s rights under warranties, indemnities, and all similar rights against third parties to the extent related to any Acquired Assets; (o) all insurance benefits, for policies held by any Seller, including rights and proceeds, arising from or relating to the Business or the Acquired Assets; (p) originals, or where not available, copies, of all files, books, and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, computer databases and software, customer lists, email addresses, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material, and research and files relating to the Intellectual Property, other than payroll and personnel records (“Books and Records”); and (oq) All goodwill associated with the Business or all other assets owned by any Seller (all of any Seller’s assets set forth in clauses (a) through (n) in this Section 2.01 and more specifically described in Exhibit A shall be referred to herein as “Acquired Assets”; provided, together with the right to represent to third parties that Purchaser is the successor to the Businesshowever, Acquired Assets shall not include Excluded Assets).

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreementset forth herein, at the Closing, Seller agrees to shall sell, assign, transfer, convey, assign, convey and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase from Seller, free and clear of any encumbrances, all of Seller’s right, title and interest in, to and under all of the business assets, properties, real or personal, properties and rights of every kind and nature, kind and descriptionwhether real, personal or mixed, tangible or intangible (including goodwill), wherever located and intangiblewhether now existing or hereafter acquired (other than the Excluded Assets), as reflected on the Closing Balance Sheet which relate to, or are used or useable held for use in the Seller Businessconnection with, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (collectively, the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Purchased Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand namesfollowing: (a) cash and cash equivalents; (db) All inventionsall accounts or notes receivable held by Seller, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of security, claim, remedy or other right related to any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business foregoing (“Accounts Receivable”); (jc) All prepaid itemsall contracts, depositsincluding Intellectual Property Agreements (the “Assigned Contracts”),, bank accounts, certificated securities, all certificates set forth on Section 1.01(c) of deposit, the disclosure schedules delivered by Seller and all promissory notes Buyer concurrently with the execution and other evidences delivery of indebtedness and other similar assets relating to this Agreement (the Business“Disclosure Schedule”); (kd) All interests all Intellectual Property that is owned by Seller or used or held for use in partnerships, joint ventures and other business associations relating to the Businessconduct of the Business as currently conducted set forth on Section 1.01(d) of the Disclosure Schedule (the “Intellectual Property Assets”); (le) All rights all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property set forth in Section 1.01(e) of Seller under express or implied warranties from the suppliers of Seller with respect to Disclosure Schedule (the Assets to the extent transferable under Applicable Law“Tangible Personal Property”); (mf) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets all permits, including environmental permits, which are held by Seller and required for the conduct of the Business as currently conducted or Excluded Liabilities) for the ownership and use of the Purchased Assets, including, without limitation, those listed on the Disclosure Schedule delivered by Seller and Buyer concurrently with the execution and delivery of this Agreement; (ng) All all of Seller’s claims rights under warranties, indemnities and causes of action all similar rights against others relating to the Business (except third parties to the extent related to any Purchased Assets; (h) originals, or where not available, copies, of all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files relating to the Excluded Intellectual Property Assets or Excluded Liabilitiesand the Intellectual Property Agreements (“Books and Records”); and (oi) All all goodwill associated with and the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to going concern value of the Business.

Purchase and Sale of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Seller agrees shall sell and transfer to sell, transfer, convey, assignthe Purchaser or one or more of its Designees, and deliver to Purchaserthe Purchaser shall or shall cause one or more of its Designees to, as the case may be, purchase and Purchaser agrees to purchase, assume from the Seller all of the business Seller's legal and beneficial rights, title and interests in and to all of the following (all of the following assets, collectively, the "Acquired Assets"): all of the Seller's properties, assets, contracts, rights and claims used in or arising out of the Business of whatever kind or nature, whether real or personal, and rights of every nature, kind and description, tangible and or intangible, wherever located, except for such properties, assets, contracts, rights and claims as reflected on the Closing Balance Sheet used or useable are provided hereby to be excluded from such sale and purchase; in each case free and clear of all "claims" (as defined in the Seller BusinessBankruptcy Code), owned byLiens, leased byencumbrances and interests (collectively, or "Encumbrances") as provided in the possession of the Seller (the “Assets”)Sale Order, except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunderother than Surviving Permitted Encumbrances. Without limiting the generality foregoing, the Acquired Assets shall include all of the preceding sentenceSeller's legal and beneficial rights, title, and interests in and to the Assets include the following:properties, assets, contracts, rights and claims described in clauses (a) through (n) below (except as expressly excluded under Section 1.02): (a) Inventoryall equipment, wherever locatedfurniture, used or useable in the Business (the “Inventory”) consisting of inventoryfurnishings, merchandise, goods fixed assets and other tangible personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work used in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in connection with the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded softwareBusiness; (b) Fixed and other physical assetsthe real property owned by the Seller that is the mix production facility, wherever locatedlocated at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ in Decatur, used or useable in Alabama (the Business consisting of Equipment, and fixtures (“Fixed Assets”"Real Property"); (c) All Patents, Copyrights and Trademarks used or useable in all inventory of the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes all Intellectual Property used or useable in connection with the Business (which excludes the Parmalat Name Rights and owned by Seller the DASI Technology, as to which Purchaser (or its Designees) shall obtain rights pursuant to provisions separately provided herein), other than as specifically excluded in Section 3.20 of the Disclosure Letter (such Intellectual Property not so excluded, the "Acquired Intellectual Property"), the rights to ▇▇▇ for, and all agreements remedies against, past, present, and future infringements thereof, and the rights of any nature whatsoever with respect thereto (priority and protection of interests therein under Applicable Laws, except insofar as the “Know-how”)provisions of Section 1.06(b) shall apply; (e) All all copies of marketing brochures and materials and other trade secrets printed or written materials in any form or medium used in connection with the Business that the Seller is not required by law to retain and proprietary information duplicates of any such materials that the Seller is required by law to retain; (f) all rights under all warranties, representations, and guarantees related to the Business made by suppliers, manufacturers, and contractors, except any such rights relating to Excluded Assets; (g) all Permits used in connection with the Business held by the Seller (or, to the extent any such Permits are not freely transferable by the holder of such Permits, all rights, title and interests of the Seller in such Permits to the full extent such right, title and interest may be transferred); (h) all books, records, files or papers (whether in hardcopy or computer format) related to the Business, including data processing records, employment and personnel records for Transferred Employees, engineering information, technical information, customer lists, market surveys files and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence advertising and other information which has been reduced to writing relating to or arising out of the Business, including accounting marketing data and records, legal records, technical information and manuals, designs, blueprints, models, drawings, specificationscredit records, patterns records relating to suppliers, and other data that the Seller is not required by law to retain and duplicates of any computer record of such materials that the Seller is required by law to retain; provided, however, that the Seller shall not be required to transfer to the Purchaser any information (pursuant to this subparagraph or any of the foregoing; other provisions of this Section) (hi) All of Seller’s claims if the Seller is subject to any non-disclosure or confidentiality agreement with respect to such information and rights the Purchaser is not assuming the non-disclosure or confidentiality obligations relating to such information or (ii) such information may not be transferred under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”)Applicable Laws regarding privacy; (i) All accounts owned or acquired subject to Section 1.02(c), (i) all Contracts listed in Section 1.01(i) of the Disclosure Letter, (ii) all other Contracts entered into in the ordinary course of business with unaffiliated third parties by the Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business in effect as of the date hereof, including any as to which there are Cure Amounts but in each case subject to Section 1.04(i), and (“Accounts Receivable”iii) any Contracts entered into by the Seller in the conduct of the Business after the date of this Agreement and before the Closing, provided that in the case of such Contracts referred to in this clause (iii) entered into after the date of this Agreement, the Purchaser shall have been furnished with a true and complete copy of such Contract and, after a reasonable opportunity to review such Contract, has agreed in writing to assume such Contract, in each case except insofar as the provisions of Section 1.04(i) or 1.06(b) shall apply to exclude such a Contract (collectively and after giving effect to such exclusions, the "Assumed Contracts"); (j) All all credits, prepaid itemsexpenses, deferred charges, advance payments, security deposits, bank accountsand prepaid items that arise directly from any Acquired Asset or Assumed Liability (in each case, certificated securitiesto the extent relating to the Business, and to the extent of the Seller's interest relating to any of the foregoing); (k) all rights, privileges, claims, demands, refunds, insurance and indemnification agreements in favor of the Seller, and any indemnification and similar rights, offsets, recoupment rights, and other claims against third parties, in each case relating to any Acquired Asset or Assumed Liability related to the Business (excluding, subject to Section 5.21 hereof, any claims or actions for preferences, fraudulent conveyances, and other avoidance power claims, and any recoveries, under sections 542, 544, 545, 547, 548, 549, 550, and 553 of the Bankruptcy Code relating to any such Acquired Asset or Assumed Liability); (l) subject to Section 1.06(b), all certificates other assets of deposit, any nature whatsoever owned by the Seller and all promissory notes used in connection with the Business and any of the Seller's rights in any other evidences assets of indebtedness and other similar assets relating to any nature whatsoever used by the Seller in connection with the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ;the name "Milk Products of Alabama, L.L.C." in accordance with Section (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All all goodwill associated with the Business or AssetsBusiness. In addition, together as contemplated by Section 5.05(c), at the Closing each of the Parmalat Name Rights License and the DASI Technology Agreement shall become effective, providing when and how the Purchaser will become entitled to use the Parmalat Name Rights and the DASI Technology in accordance with the right to represent to third parties that Purchaser is the successor to the Businessprovisions thereof.

Purchase and Sale of Assets. Subject On the Closing Date, and subject to the terms and conditions of set forth in this Agreement, the Seller agrees to shall, and shall cause its Selling Affiliates to, sell, assign, transfer, convey, assign, convey and deliver to Purchaserthe Buyer or its Buying Affiliates, and Purchaser agrees to purchasethe Buyer shall, or shall cause its Buying Affiliates to, purchase from the Selling Group, free and clear of any Encumbrances other than Permitted Encumbrances (with the understanding that the Encumbrances securing the obligations under the Receivables Purchase Agreement shall be released as of the Closing), all of the business Selling Group’s right, title and interest, in, to and under all of the following assets, properties, real or personal, properties and rights of every natureto the extent that such assets, kind properties and description, tangible and intangible, as reflected on the Closing Balance Sheet rights are used or useable held for use exclusively in connection with, or are necessary for the operation of, the Business in the Seller Businessordinary course (other than the Excluded Assets) (collectively, owned by, leased by, or in the possession of the Seller (the “Acquired Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following:): (a) Inventorythe inventories of finished goods, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work works in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, productionprogress, packaging, promotionsupplies and parts, delivery or shipping including any materials in transit to a member of the sameSelling Group’s location, including all supplies and embedded softwareto the extent used or held for use exclusively in connection with the Business as of the Closing Date (“Acquired Inventory”); (b) Fixed and other physical assets, wherever located, used or useable in all Intellectual Property (the Business consisting of Equipment, and fixtures (“Fixed AssetsAcquired Intellectual Property”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing Tangible Personal Property set forth on Schedule 2.1(c) (the “Intangible Acquired Tangible Personal Property”), including, without limitation, the rights to all brand names; (d) All inventionsall Leased Real Property set forth on Schedule 2.1(d) that is designated by the Seller to be assigned to the Buyer in accordance with Section 6.14 (the “Acquired Leased Real Property”), discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect Leasehold Improvements related thereto (the “Know-howAcquired Leasehold Improvements”) and all right, title and interest of the applicable members of the Selling Group, as the tenant, lessee, subtenant or sublessee, as applicable, in, to and under the leases listed and described on Schedule 2.1(d) and designated by the Seller to be assigned to the Buyer in accordance with Section 6.14, to the extent transferable under applicable Law (the “Acquired Leases”); (e) All other trade secrets and proprietary information relating all of the Selling Group’s rights, to the Businessextent transferable, including customer listsunder warranties, market surveys indemnities and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”)similar rights against third Persons; (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business all purchase orders to the extent transferable under Applicable Lawoutstanding as of the Closing Date (the “Assumed Purchase Orders”); a list of such outstanding purchase orders as of January 2, 2015 is set forth on Schedule 2.1(f); (g) All books, records, accounts, correspondence and other information which has been reduced all bids or quotations made to writing relating to or arising out customers of the Business, including accounting records, legal records, technical information Business in the ordinary course of business and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any outstanding as of the foregoingClosing Date; (h) All all of Sellerthe Selling Group’s claims and rights under all leasesContracts, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto including Intellectual Property Agreements (collectively, the “Assumed Contracts”); (i) All accounts owned or acquired all Accounts Receivable held by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”)Selling Group; (j) All all prepaid itemsexpenses (other than prepaid insurance), credits, advance payments, security, deposits, bank accountscharges, certificated securities, all certificates of deposit, sums and all promissory notes and other evidences of indebtedness and other similar assets relating fees to the Businessextent related to any Acquired Assets; (k) All interests in partnershipsall Books and Records (other than original financial and accounting records, joint ventures income and other business associations relating to similar Tax Returns and related Books and Records); provided, however, that the BusinessSelling Group may redact any information that is not reasonably necessary for the operation of the Business as conducted on the date hereof; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable applicable Law, all Licenses held by the Selling Group; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets all goodwill exclusively relating to, and the going concern value of, the Business other than goodwill associated with the corporate name of the Seller or Excluded Liabilities) ;any of its Selling Affiliates; and (n) All of Seller’s claims all assets, properties and causes of action against others relating rights set forth on Schedule 2.1(n), including with respect to the Business (except Data Center. Notwithstanding anything herein to the extent related contrary, (i) any Acquired Assets of the French Selling Affiliate (the “French Assets”) shall be sold, conveyed, assigned, transferred and delivered to the Excluded Assets Buyer or Excluded Liabilities); and (o) All goodwill associated with the Business one or Assetsmore of its Buying Affiliates only in accordance with, together with the right to represent to third parties that Purchaser is the successor and subject to the Businessacceptance by the French Selling Affiliate of the terms and conditions of, the Irrevocable Offer Letter and (b) any Acquired Assets of a Subject Selling Affiliate that is subject to a Local Market Agreement under the provisions of Section 6.12 shall be sold, conveyed, assigned, transferred and delivered, if at all, to the Buyer or one or more of its Buying Affiliates at the time contemplated by that Local Market Agreement.

Purchase and Sale of Assets. Subject to 2.1 Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller agrees to shall sell, transfer, convey, assign, transfer and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase and acquire from Seller, free and clear of any Liens or encumbrances, all of the business assetsSeller's right, properties, real or personal, title and rights of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable interest in the Seller Business, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the followingfollowing assets: (a) Inventoryall machinery, equipment, tools, spare parts, furniture, office equipment, computer hardware, supplies, materials, vehicles and other items of tangible personal property of every kind owned or leased by Seller (wherever locatedlocated and whether or not carried on Seller's books), used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the sameBusiness, including all supplies and embedded softwarethe items described in Schedule 2.1(a) ("Tangible Personal Property"); (b) Fixed all amounts owed to the Seller by its customers and other physical assetsothers, wherever locateddetermined in accordance with generally accepted accounting principles("Accounts Receivable") as set forth on Schedule 2.1(b)(1) and all materials and goods, used or useable in held for sale as part of the Business consisting of Equipmentand related supplies owned by Seller ("Inventory"), and fixtures (“Fixed Assets”as set forth on Schedule 2.1(b)(2); (c) All Patents, Copyrights and Trademarks used or useable in the Business, any and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and intangible assets owned by Seller and all agreements of any nature whatsoever or used in connection with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitationgoing concern value, those set forth on Schedule 6(k) hereto goodwill, telephone and telecopy listings (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities"Intangible Property"); and (od) Except as otherwise provided, all operating permits, or tank permits, and other permits, licenses, filings and other governmental authorizations, agreements, contracts, and approvals (collectively, the "Transferable Permits"); All goodwill associated of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "Assets." All of the Assets shall be transferred subject to normal wear and tear and without warranties of any kind, whether expressed or implied, other than warranties of title, and are sold "AS IS, WHERE IS", WITH ALL FAULTS AND DEFECTS" and "WITH NO REPRESENTATION OR WARRANTY AS TO CONDITION, MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE", WHETHER EXPRESS, IMPLIED OR STATUTORY. As used in this Agreement, "Lien" shall mean any conditional sale agreement, charges, defect of title, easement, encroachment, encumbrance, hypothecation, infringement, lien, mortgage, pledge, reservation, restriction, security interest, title retention, or other security arrangement, or any adverse right or interest, charge, or claim of any nature whatsoever of, on, or with the Business respect to any property or Assetsproperty interest, together with the right to represent to third parties that Purchaser is the successor to the Businessother than liens for taxes not yet due and payable.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreementset forth herein, Seller agrees to at the Closing, Sellers hereby sell, assign, transfer, convey, assign, convey and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer hereby purchases from Sellers, free and clear of any Encumbrances other than Permitted Encumbrances, all of Sellers’ right, title and interest in, to and under all of the business assets, properties, real or personal, properties and rights of every kind and nature, kind and descriptionwhether real, personal or mixed, tangible or intangible (including goodwill), wherever located and intangiblewhether now existing or hereafter acquired (other than the Excluded Assets), as reflected on the Closing Balance Sheet which relate to, or are used or useable held for use in connection with, the Seller BusinessPurchased Business (collectively, owned by, leased by, or in the possession of the Seller (the “Purchased Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights following (but, in each case, not including any of the Excluded Assets): (a) all accounts or notes receivable held by Sellers, regardless whether arising from the Purchased Business or the Non-Purchased Business, and any security, claim, remedy or other right related to any of the foregoing (“Accounts Receivable”); provided, that the “Accounts Receivable” do not include any accounts or notes receivable held by or arising from the business of any Excluded Subsidiary; (b) all brand namesinventory, finished goods, raw materials, chemicals, aggregates, work in progress, packaging, supplies, parts and other inventories held for sale or use in the Purchased Business (“Inventory”); (c) all Contracts, including pending customer purchase orders and including Intellectual Property Agreements, set forth on Section 1.01(c) of the Disclosure Schedules (the “Assigned Contracts”); (d) All inventionsall furniture, discoveriesfixtures, improvementsequipment, computer softwaremixing plants, databatch plants, skilltanks and containers, expertisemachinery, procedures tools, vehicles (including mixing trucks, hauling trucks and processes light vehicles (collectively, the “Vehicles”)), office equipment, supplies, computers, telephones and other tangible personal property, in each case, which is used or useable in the Purchased Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-howTangible Personal Property”); (e) All other trade secrets all Transferred Real Property and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”)Transferred Water Rights; (f) All rightall Permits, title including Environmental Permits, which are transferrable to Buyer (if any) and interest which are held by Sellers and required for the conduct of Seller in the Purchased Business as currently conducted or for the ownership and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to use of the Business to the extent transferable under Applicable LawPurchased Assets; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Businessall Intellectual Property Assets, including accounting records, legal records, technical information all rights to the name “Transit Mix Concrete Company” and manuals, designs, blueprints, models, drawings, specifications, patterns variations thereof and any computer record of any of the foregoing;URL ▇▇▇▇▇▇▇▇▇▇.▇▇▇. (h) All all rights to any Actions of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written any nature available to or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired being pursued by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except Sellers to the extent related to the Excluded Purchased Business, the Purchased Assets or Excluded the Assumed Liabilities, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, sand royalties, charges, sums and fees (including any such item relating to the payment of Taxes), in each case, arising from the Purchased Business; (j) all of Sellers’ rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets; (k) originals, or where not available, copies, of all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”) relating to the Purchased Business; and (ol) All all goodwill associated with and the Business or Assets, together with going concern value of the right to represent to third parties that Purchaser is the successor to the Purchased Business.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreementset forth herein, at the Closing, each Seller agrees to shall sell, assign, transfer, convey, assign, convey and deliver to Purchaser, and Purchaser agrees to purchaseshall purchase from each Seller, free and clear of any Liens other than Permitted Liens, all of such Seller's right, title and interest in, to and under all of the business assets, properties, real or personal, properties and rights of every kind and nature, kind and descriptionwhether real, personal or mixed, tangible or intangible (including goodwill), wherever located and intangiblewhether now existing or hereafter acquired (but expressly excluding the Excluded Assets), as reflected on the Closing Balance Sheet which relate to, or are used or useable held for use in connection with, the Seller Business, Business or are otherwise owned by, leased by, or in the possession of the by such Seller (collectively, the “Purchased Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include including the following: (a) Inventory, wherever located, used all accounts or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipmentnotes receivable, and fixtures (“Fixed Assets”); (c) All Patentsany security, Copyrights and Trademarks used claim, remedy or useable in the Business, and all agreements of any nature whatsoever with respect other right related to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories, including any right or interest that any Seller may have to any of the foregoing held on a consignment basis or otherwise on behalf of another party (including warehouse liens thereon) (“Inventory”); (c) all Contracts, including Intellectual Property Agreements, listed on the Purchased Assets Schedule hereto (“Assigned Contracts”); (d) all of the Sellers' rights with respect to Seller Intellectual Property; (e) all Seller Data; (f) all of the Sellers' rights with respect to Systems; (g) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (including, for the avoidance of doubt, any equipment or other personal property financed under any Closing Repaid Indebtedness) (“Tangible Personal Property”); (h) all Permits required for the conduct of the Business or the ownership and use of the Purchased Assets, including those listed on Section 4.09(b) of the Disclosure Schedules, in each case, to the extent such Permits can be transferred under applicable Law; (i) all rights to any Actions of any nature available to or being pursued by any Seller or any of such Seller's Affiliates related to the Business, the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise; (j) All all prepaid itemsexpenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, bank accountscharges, certificated securities, all certificates of deposit, sums and all promissory notes and other evidences of indebtedness and other similar assets fees (including any such item relating to the Businesspayment of Taxes) listed on the Purchased Assets Schedule hereto; (k) All interests in partnershipsall rights of any Seller under warranties, joint ventures indemnities and other business associations similar rights against third parties arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities; (l) All all insurance benefits, including rights of Seller under express and proceeds, arising from or implied warranties from the suppliers of Seller with respect relating to the Business, the Purchased Assets to or the extent transferable under Applicable LawAssumed Liabilities; (m) All proceeds under insurance originals, or where not available, copies, of all books and records of any Seller, including books of account, ledgers and general, financial, Tax and accounting records, non-income Tax Returns, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and Intellectual Property Agreements (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) “Books and Records”); (n) All of Seller’s claims the assets, properties and causes of action against others relating to rights specifically set forth on the Business (except to the extent related to the Excluded Purchased Assets or Excluded Liabilities)Schedule hereto; and (o) All all goodwill associated with and the Business going concern value of the Business. To the extent that any of the Purchased Assets are held by an Affiliate of any Seller, such Seller shall cause such Affiliate to transfer such Purchased Assets to Purchaser or Assets, together with the right to represent to third parties that Purchaser is the successor its designee pursuant to the Businessterms of this Agreement. Purchaser may designate any of its Affiliates to be the transferee of any particular Purchased Assets.

Purchase and Sale of Assets. Subject to the terms and conditions of set forth in this Agreement, as of the Closing, the Seller agrees to Group Companies shall sell, convey, transfer, convey, assign, assign and deliver to PurchaserBuyer, and Purchaser agrees to Buyer shall purchase, acquire and accept from the Seller Group Companies, all of the business assetsright, propertiestitle and interest of the Seller Group Companies in and to all of the assets (other than the Excluded Assets, real or personalas defined in Section 2.2), properties and rights of every naturethe Seller Group Companies, kind and of whatever type or description, whether tangible and or intangible, and wherever used or held for use by the Seller Group Companies as reflected on of the Closing Balance Sheet used or useable in the Seller BusinessDate (collectively, owned by, leased by, or in the possession of the Seller (the “Acquired Assets”). Except to the extent included in the Excluded Assets, except that the Acquired Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentenceinclude, the Assets include the followingwithout limitation: (a) Inventory, wherever located, used or useable Cash in the Business amount of Four Hundred Fifty Thousand Dollars ($450,000) and notes receivable and accrued interest arising therefrom; (b) All inventory, raw materials, work-in-process and finished goods held by the Seller Group Companies for resale and supplies wherever located (the “Inventory”) consisting of inventory), merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping together with all rights of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any Seller Group Companies against suppliers of the foregoing (the “Intangible Property”)Inventory, including, without limitation, the Seller Group Companies’ rights to all brand namesreceive refunds or rebates in connection with their purchase of such Inventory; (c) All Accounts Receivable; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable vendor receivables in the Business from the Seller Group Companies’ vendors that are classified as rebates, credits, manufacturer charge-backs or receivables on any of the Seller Group Companies’ books and owned by Seller and all agreements of any nature whatsoever with respect thereto records (the “Know-howVendor Receivables”); (e) All other trade secrets of the Seller Group Companies’ rights in, to and proprietary information relating to under Leased Real Property and Owned Real Property; (f) All machinery, equipment, tools, computers, terminals, computer equipment, office equipment, business machines, telephones and telephone systems, parts, accessories, warehouse equipment and the Businesslike owned or held by the Seller Group Companies, including customer listswherever located, market surveys and any and all agreements assignable warranties of any nature whatsoever third parties with respect thereto (the “Proprietary InformationEquipment”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the BusinessSeller Group Companies’ right, including accounting records, legal records, technical information title and manuals, designs, blueprints, models, drawings, specifications, patterns interest in and any computer record of any of the foregoingunder Contracts; (h) All of Seller’s claims motor vehicles, trucks, forklifts and rights under all leases, contracts, agreementsother vehicles owned or held by the Seller Group Companies, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto all assignable warranties of third parties related thereto (collectively, the “ContractsVehicles”); (i) All accounts owned or acquired by Intellectual Property Rights of the Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”)Group Companies; (j) All prepaid itemsexisting data, depositsdata bases, bank accountswebsites, certificated securitiesbooks, all certificates records, correspondence, business plans and projections, records of depositsales, customer and vendor lists, advertising materials, catalogs, price lists, sales and promotional materials, files, papers, and, to the extent permitted under applicable law or regulation, copies of historical personnel payroll (subject to applicable confidentiality requirements) and medical records, if any, of each of the employees of the Seller Group Companies in the possession of any Seller Group Company, including, without limitation, employment applications, corrective action reports, disciplinary reports, notices of transfer, notices of rate changes, other similar documents, and any summaries of such documents regularly prepared by the Seller Group Companies; all promissory notes reported medical claims made for each employee of the Seller Group Companies; and other evidences all manuals and printed instructions of indebtedness and other similar assets the Seller Group Companies relating to the BusinessAcquired Assets and to the operation of the Business (the “Books and Records”); (k) All interests in partnershipslicenses, joint ventures permits, certificates and other business associations relating Governmental Authorizations of the Seller Group Companies which pertain to or relate to the BusinessBusiness or the Facilities, including, without limitation, those which are required in order to operate the Business at each of the Facilities (the “Permits”), provided, however, such Permits shall be included within the Acquired Assets only to the extent they are lawfully transferable to Buyer; (l) All rights of furniture, fixtures and leasehold improvements, wherever located, owned by the Seller under express Group Companies or implied in which a Seller Group Company has an interest, and any and all assignable warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Lawcovering such furniture, fixtures and leasehold improvements (“Furniture and Fixtures”); (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) prepaid expenses of the Seller Group Companies; all security deposits and utility deposits of the Seller Group Companies; (n) All of Seller’s claims and rights to claims, refunds, causes of action action, choses in actions, Proceedings against others relating third parties (including all warranty and other contractual claims (express, implied or otherwise)), rights of recovery, rights of set-off and similar rights of the Seller Group Companies which relate to or arise out of the period after the Closing and relate to the Business Acquired Assets (except unless and only to the extent related any such rights are specifically attributable to the Excluded Assets or the Excluded Liabilities, and then less such amount specifically attributable); and (o) All goodwill telephone and facsimile numbers, listings and advertisements, e-mail addresses and all names under which the Seller Group Companies have conducted their business operations, including, without limitation, the name "Regional Recycling LLC", and all of the Seller Group Companies’ goodwill, rights and benefits associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to therewith and the Business.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreementset forth herein, at the Closing, Seller agrees to shall sell, assign, transfer, convey, assign, convey and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase from Seller, free and clear of any Encumbrances, all of Seller's right, title and interest in, to and under all of the business assets, properties, real or personal, properties and rights of every kind and nature, kind and descriptionwhether real, personal or mixed, tangible or intangible (including goodwill), wherever located and intangiblewhether now existing or hereafter acquired (other than the Excluded Assets), as reflected on the Closing Balance Sheet which relate to, or are used or useable held for use in the Seller Businessconnection with, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (collectively, the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Purchased Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand namesfollowing: (a) cash and cash equivalents; (db) All inventionsall accounts and/or notes receivable held by Seller, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of security, claim, remedy or other right related to any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business foregoing (“Accounts Receivable”); (jc) All prepaid itemsall inventory, depositsfinished goods, bank accountsraw materials, certificated securitieswork in progress, all certificates of depositpackaging, and all promissory notes supplies, parts and other evidences of indebtedness and other similar assets relating to the Businessinventories (“Inventory”); (kd) All interests in partnershipsall Contracts, joint ventures and other business associations relating to including Intellectual Property Agreements, set forth on Section 2.01(d) of the BusinessDisclosure Schedules (the “Assigned Contracts”); (le) All rights all Intellectual Property Assets; (f) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”); (g) all Real Property; (h) all Permits, including Environmental Permits, which are held by Seller and required for the conduct of Seller under express the Business as currently conducted or implied warranties from for the suppliers ownership and use of Seller with respect to the Assets Purchased Assets, including, without limitation, those listed on Section 4.17(b) of the Disclosure Schedules, in each case to the extent transferable under Applicable a transfer is permitted by applicable Law; (mi) All proceeds under insurance policies (excluding proceeds under insurance policies that relate all rights to Excluded Assets any Actions of any nature available to or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except being pursued by Seller to the extent related to the Excluded Business, the Purchased Assets or Excluded the Assumed Liabilities, whether arising by way of counterclaim or otherwise; (j) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes); (k) all of Seller's rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets; (l) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities; (m) originals, or where not available, copies, of all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); and (on) All all goodwill associated with and the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to going concern value of the Business.

Purchase and Sale of Assets. Subject In connection with the Termination, and subject to the terms and conditions of this Agreementset forth herein, Seller agrees to at the Closing, Endo shall sell, assign, transfer, convey, assignconvey and deliver, and deliver to Purchaserhereby assigns, transfers, and Purchaser agrees conveys, to purchaseParent, and Parent shall purchase from Endo, all of Endo’s right, title and interest in, to and under, the business assetsfollowing assets (collectively, properties, real or personal, and rights of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (the “Assets”), except that ): (a) the Assets shall not include any of the assets (i) Product Inventory set forth on Schedule 2 4(a)(i) hereto, and (ii) Work-in-Progress Inventory set forth on Schedule 4(a)(ii) hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentencecollectively, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software); (b) Fixed the contracts, agreements, or similar arrangements executed by Endo or any Affiliate thereof exclusively relating to the Product or the development, commercialization, manufacture, use, sale, marketing, promotion or distribution thereof set forth on Schedule 4(b) hereto (the “Material Contracts”), in each case, for which any permits or approvals necessary to enable them to be assigned to Parent or its designee without breach thereof either (i) (x) are not required or (y) will have been obtained prior to the Closing (collectively, the “Closing Material Contracts”) or (ii) will not have been obtained prior to the Closing (the “Post-Closing Material Contracts”) and will be subject to the provisions set forth in Section 6; (c) internet domain names, whether or not trademarks, registered in any top-level domain by any authorized private registrar or Governmental Authority, web addresses, web pages, websites and related content, accounts with Twitter, Facebook and other physical assets, wherever located, used or useable in social media companies and the Business consisting of Equipmentcontent found thereon and related thereto, and fixtures URLs, in each case, excluding any Endo Marks appearing therein or thereon, in each case, set forth on Schedule 4(c) hereto (collectively, the “Fixed Intellectual Property Assets”); (cd) All Patents, Copyrights the manufacturing equipment owned by Endo and Trademarks used or useable in the BusinessProduct manufacturing process set forth on Schedule 4(d) hereto (collectively, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-howEquipment”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys Assigned Marks and all agreements of any nature whatsoever with respect Endo’s and its Affiliates’ rights therein and thereto (throughout the “Proprietary Information”);world; and (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Businessall Pre-Approval Regulatory Submissions, including accounting recordsany INDs and NDAs, legal records, technical information Regulatory Approvals and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivablePost-Approval Regulatory Submissions, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to than the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the BusinessCanadian Filings.

Purchase and Sale of Assets. Subject to (a) Upon the terms and subject to the conditions of this Agreement, and subject to the entry of the Sale Orders, at the Closing, each Seller agrees to (other than MCH B.V.) shall sell, assign, transfer, conveyconvey and deliver, assignor cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser or one or more of its designated Affiliates (which, in the case of the Canadian Assets, shall be the Canadian Purchaser), free and clear of all Liens, claims and encumbrances of any nature whatsoever other than Permitted Encumbrances and Assumed Liabilities, and deliver to Purchaser, the Purchaser or any such designated Affiliate shall purchase and Purchaser agrees to purchaseacquire from such Seller, all of such Seller’s right, title and interest, as of the business Closing Date, in and to any and all assets, properties, real rights and claims of any kind or personal, and rights of every nature, kind and description, whether tangible and or intangible, as real, personal or mixed, wherever located and whether or not carried or reflected on the Closing Balance Sheet used books and records of any of the Sellers, whether now existing or useable hereinafter acquired, which relate to the Business or which are used, useful or held for use in, or have been acquired in connection with, the Seller operation of the Business, owned byexcluding only the Excluded Assets (such assets, leased byproperties, or in rights and claims to be acquired hereunder, collectively and together with the possession of the Seller (European Shares, the “Purchased Assets”), except that the . The Purchased Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall include, but not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentencelimited to, the Assets include the following: following (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business except to the extent transferable under Applicable Law;any such asset constitutes an Excluded Asset): (gi) All booksthe Real Property, recordssave and except any Real Property that is an Excluded Asset or any Leased Real Property leased under a lease that is an Excluded Contract; NYDOCS03/882968.12 (ii) all tangible personal property related to, accountsused, correspondence and other information which has been reduced to writing relating to useful or arising out held for use in the conduct of the Business, including accounting equipment, machinery, tools, supplies, spare parts, molds, trucks, cars, other vehicles and rolling stock, furniture, fixtures, trade fixtures, leasehold improvements, office materials and supplies, and other tangible personal property located on, or off, the premises of the Real Property; (iii) the Inventory; (iv) all Cash, unaffiliated securities (including any equity interests, warrants, options or similar rights) and negotiable instruments of the Sellers on hand, in lock boxes, in financial institutions or elsewhere; (v) the Receivables and the Intercompany Loans; (vi) all files, operating data, books of account, general and financial records, legal personnel records of the Transferred Employees (to the extent legally transferable), invoices, shipping records, technical information supplier lists, price lists, vendor lists, mailing lists, catalogs, sales promotion literature, advertising materials, brochures, standard forms of documents, manuals of operations or business procedures, research materials, contracts, instruments, filings, administrative and pricing manuals, designscorrespondence, blueprintsmemoranda, modelsplats, architectural plans, surveys, title insurance policies, drawings, plans and specifications, patterns environmental reports, maintenance or service records, soil tests, engineering reports, operating records, operating safety manuals, and any computer record other material and documents, books (including true and complete copies of applicable portions of minute books), records and files (whether or not in the possession of any of the foregoingSellers or their respective Representatives, stored in hardcopy form or on magnetic, optical or other media) and any rights thereto owned, associated with or employed by any of the Sellers in the conduct of the Business or otherwise related to the Purchased Assets or the Assumed Liabilities; (hvii) All copies of Seller’s claims all Tax Returns and rights under all leasesrelated schedules, contracts, agreements, workpapers and purchase and sales orders, whether written or oral, relating in any manner other material supporting information (“Tax Documents”) pertaining to the Purchased Assets or the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, other than Tax Documents relating solely to Income Taxes of the “Contracts”Sellers); (iviii) All accounts owned all goodwill associated with the Business or acquired the Purchased Assets, including rights under any confidentiality agreements executed by Seller including, accounts receivable, notes any third party for the benefit of any of the Sellers and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating assigned to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets Purchaser to the extent relating to the Business; (kix) All interests the Owned Intellectual Property (including the Seller Brands), the Business IP Agreements and the Business IT Assets, including all (A) copies and tangible embodiments thereof in partnershipswhatever form or medium (including electronic media), joint ventures (B) claims and causes of action arising out of or related to, including all rights to ▇▇▇, recover damages and obtain other relief for, any past, present and future infringement, passing off, misappropriation, breach or other violation of or conflict with any of the foregoing, (C) rights of priority and renewal in respect thereof, (D) rights therein provided by NYDOCS03/882968.12 international treaties and conventions, (E) rights to any and all income, royalties, damages, fees and other business associations relating payments now or hereafter due or payable in respect thereto, and (F) other rights associated therewith; (x) all Assigned Contracts and all of the rights and benefits accruing thereunder, including any outstanding deposits thereunder (with respect to any Consent Pending Contract, subject to the terms of Section 2.11(b) and (c) hereof); (xi) all franchises, permits, consents, certificates, clearances, approvals, exceptions, variances, permissions, filings, publications, declarations, notices, licenses, agreements, waivers and authorizations, including Environmental Permits, of or with any Governmental Authority related to the Business or used, useful or held for use by any of the Sellers in connection with the Business, and all rights and benefits accruing thereunder (collectively, the “Permits”) and all deposits and prepaid expenses held by third parties and/or Governmental Authority, save and except any such Permit that is an Excluded Contract; (xii) the sales and promotional literature, customer lists and other sales related materials related to the Business or used, useful or held for use in the Business; (lxiii) All the amount of, and all rights to any, insurance proceeds received by any of Seller under express the Sellers after the date hereof in respect of the loss, destruction or implied warranties condemnation of any Purchased Assets occurring prior to, on or after the Closing or relating to any Assumed Liabilities; (xiv) all unexpired, transferable warranties, indemnities, or guarantees from the suppliers of Seller any third party with respect to the Assets any Purchased Asset, including any parcel of Real Property and any item of personal property or equipment; (xv) to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Purchased Assets, the full benefit of all representations, warranties, guarantees, indemnities, undertakings, certificates, covenants, agreements and all security therefor received by any of the Sellers on the purchase or other acquisition of the Purchased Assets; (xvi) any rights, demands, claims, credits, allowances, rebates, or rights of setoff (other than against the Sellers or any of their Affiliates) arising out of or relating to any of the Purchased Assets; (xvii) all deposits received by any of the Sellers from any tenants with respect to any leases of Owned Real Property assumed by the Purchaser or from any subtenants with respect to any subleases of Leased Real Property assumed by the Purchaser; (xviii) all prepaid and deferred items that relate to the Business or the Purchased Assets, including all prepaid rentals and unbilled charges, fees and deposits; (xix) rights to any Tax refunds or credits for Taxes; NYDOCS03/882968.12 (xx) all confidentiality, non-compete, non-solicit and similar agreements entered into by any of the Sellers, or any of their respective Representatives, and assumed by the Purchaser in connection with a sale of the Purchased Assets or the Business; (xxi) all current and prior insurance policies (to the extent assignable) of any of the Sellers that relate to the Business or any of the Assumed Liabilities and all rights and benefits of any nature with respect thereto, including all insurance recoveries or refunds thereunder and rights to assert claims with respect to any such insurance recoveries, and further including all insurance policies, letters of credit, and any other assets related to coverage for workers’ compensation claims that are Assumed Liabilities and any tail insurance policies that provide coverage to the Sellers or their Affiliates or Representatives after the Closing Date; (xxii) all of the issued and outstanding capital stock of the Transferred Subsidiaries (the “Transferred Shares”) (other than the European Shares) and any warrants, options or similar rights to acquire the same; (xxiii) any Action (and any related rights or demands) of the Sellers and their estates under chapter 5 of the Bankruptcy Code or, in the case of Milacron Canada, under the BIA, and all proceeds thereof, subject to the terms and conditions of the U.S. Sale Order; (xxiv) any Action (and any related rights or demands) of the Sellers and their estates, to the extent related to the Business or the Purchased Assets existing as of the Closing Date (including any Action (and any related rights or demands) of any Seller and its estate against the board of directors of any other Seller) and any Action (and any related rights or demands) set forth in Section 2.01(a)(xxiv) of the Sellers’ Disclosure Schedule; (xxv) all other assets, properties, rights and claims of any of the Sellers of any kind or nature which relate to the Business, which are used or useful in or held for use in the Business, or which relate to the Purchased Assets (in each case, other than the Excluded Liabilities)Assets) not otherwise described above; and (oxxvi) All goodwill associated any right, property or asset that is listed or described in Section 2.01(a)(xxvi) of the Sellers’ Disclosure Schedule. In addition to the Purchaser’s rights under Section 5.01(a), the Purchaser, in its sole and absolute discretion, shall be allowed to amend or supplement Section 2.01(a)(xxvi) of the Sellers’ Disclosure Schedule at any time prior to June 5, 2009, provided, however, that Section 2.01(a)(xxvi) of the Sellers’ Disclosure Schedule shall not be amended or supplemented to include any Excluded Asset that has been divested by a Seller (or in respect of which a Seller has entered into a binding agreement to so divest), in each case with the Business or Assets, together approval of the Purchaser and the Bankruptcy Court(s) (as applicable) in accordance with the right to represent to third parties that Purchaser is the successor Section 5.02 prior to the Businessdate on which the Purchaser has requested that Section 2.01(a)(xxvi) of the Sellers’ Disclosure Schedule be amended or supplemented to include any such asset. NYDOCS03/882968.12 Subject to Section 5.20, in addition, at the Closing, MCH B.V. shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser or its designated Affiliate, free and clear of all Liens, claims and encumbrances of any nature whatsoever other than Permitted Encumbrances and Assumed Liabilities, and the Purchaser or any such designated Affiliate shall purchase and acquire from MCH B.V., all of such Seller’s right, title and interest, as of the Closing Date, in and to all of the issued and outstanding shares of capital stock of the European Subsidiaries (the “European Shares”). (b) Notwithstanding anything in Section 2.01(a) to the contrary, the Sellers shall not sell, convey, assign, transfer or deliver, nor cause to be sold, conveyed, assigned, transferred or delivered, to the Purchaser, and the Purchaser shall not purchase or acquire, and the Purchased Assets shall not include, the Sellers’ right, title and interest in and to the following assets of the Sellers (collectively, the “Excluded Assets”): (i) all documents and other items related solely to the organization, existence or capitalization of the Sellers, including the company seal, charter documents, stock or equity record books and such other similar books and records (including minute books); (ii) all rights of the Sellers under this Agreement and the Ancillary Agreements; (iii) Tax Documents pertaining to Taxes of the Sellers, subject to Section 5.09(a); (iv) any Excluded Contract and rights thereunder; (v) any assets relating to the Employee Plans except as expressly provided in Article VI; (vi) any insurance policies, letters of credit, and any other assets, in each case related to coverage for workers’ compensation claims that are not Assumed Liabilities; and (vii) any right, property or asset that is listed or described in Section 2.01(b)(vii) of the Sellers’ Disclosure Schedule (notwithstanding anything to the contrary in this Agreement). In addition to the Purchaser’s rights under Section 5.01(a), the Purchaser, at its sole and absolute discretion, shall be allowed to amend or supplement Section 2.01(b)(vii) of the Sellers’ Disclosure Schedule at any time prior to June 5, 2009.

Purchase and Sale of Assets. Subject On the Closing Date, (i) PA Hong Kong, as beneficial owner, agrees to, and the Stockholders agree to the terms cause PA Hong Kong to, sell and conditions of this Agreementtransfer to JAKKS HK, Seller and JAKKS HK agrees to sell, transfer, convey, assign, and deliver to Purchaser, and Purchaser agrees to purchase, purchase from PA Hong Kong all of the business assets, properties, real or personalprivileges, claims and rights that are owned, used or held for use in connection with, or that are otherwise related to or required for the conduct of, the HK Business, as a going concern, of every naturekind, kind nature and description, wherever located, whether such assets, properties and rights are real, personal or mixed, tangible and or intangible, whether or not any of such assets, properties, privileges, claims and rights have any value for accounting purposes or are carried or reflected on or specifically referred to in the HK Financial Statements, as reflected such assets shall exist on the Closing Balance Sheet Date (the "HK Assets"), and (ii) the Company and PA Distribution agree to, and the Stockholders agree to cause the Company and PA Distribution to, sell and transfer to JAKKS US, and JAKKS US agrees to purchase from the Company and PA Distribution all of the assets, properties, privileges, claims and rights that are owned, used or useable held for use in connection with, or that are otherwise related to or required for the conduct of, the US Business, as a going concern, of every kind, nature and description, wherever located, whether such assets, properties and rights are real, personal or mixed, tangible or intangible, whether or not any of such assets, properties, privileges, claims and rights have any value for accounting purposes or are carried or reflected on or specifically referred to in the Seller BusinessU.S. Financial Statements, owned byas such assets shall exist on the Closing Date (the "US Assets" and, leased bytogether with the HK Assets, or the "Assets"), in the possession case of all such Assets, free and clear of all Encumbrances except for Permitted Liens, excluding the Seller Excluded Assets (the “Assets”as defined in Section 2.1(b) below), except that such purchase and sale being deemed to be effective at the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentenceEffective Time, the Assets include including the following: (ai) Inventory, wherever locatedall tangible assets and properties owned, used or useable in the Business held for use by Sellers, including machinery and equipment, tools, furniture, office equipment, furnishings and fixtures and machinery and equipment under order or construction; (the “Inventory”ii) consisting of inventoryall inventories, merchandiseincluding finished goods, work-in-progress, raw materials, accessories, packaging, manufacturing, administrative and other supplies on hand, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of servicethe Assumed Contracts and other inventories owned, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed held for use by Sellers in Seller’s business or in connection with the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded softwarePlay Along Products; (biii) Fixed all cash, cash equivalents, investments, investment securities and other physical assetscertificates of deposit of Sellers; (iv) all billed and unbilled accounts receivable and all notes receivable of Sellers; (v) all credits, wherever locatedprepaid expenses, deferred charges, advance payments, security deposits and deposits owned, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”)held for use by Sellers; (cvi) All Patentsall Trade Rights, Copyrights and Trademarks used or useable in including the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand namesname "Play Along"; (dvii) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements Domain Names of any nature whatsoever with respect thereto (the “Know-how”)Sellers; (eviii) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys all websites of Sellers and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”)related property technologies and other related assets; (fix) All rightany and all written or oral contracts, title and interest of Seller in and to Licensesleases, transferable permitslicenses, exemptionsagreements, approvalsarrangements, franchises and privileges relating commitments, instruments or understandings pertaining to the Business to the extent transferable under Applicable LawAssets; (gx) All all Permits; (xi) all of Sellers' books, records, accountsledgers, correspondence files, documents (including originally executed copies of written contracts, customer and other information which has been reduced to writing supplier lists (past, present or future), correspondence, memoranda, forms, lists, plats, architectural plans, drawings and specifications, copies of documents evidencing Trade Rights, new product development materials, creative materials, advertising and promotional materials, studies, reports, sales and purchase correspondence, books of account and records relating to the employees, photographs, quality control records and procedures, equipment maintenance records, manuals and warranty information, research and development files, in each case, whether in hard copy, electronic or magnetic format; (xii) all rights or choses in action arising out of occurrences before or after the BusinessClosing Date, including accounting records, legal records, technical information third party warranties and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, guarantees and all promissory notes related claims, credits, rights of recovery and other evidences of indebtedness set-off and other similar assets relating contractual rights, as to the Business; (k) All interests third Persons held by or in partnerships, joint ventures and other business associations relating to the Business; (l) All rights favor of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities)Sellers; and (oxiii) All goodwill associated with the Business or Assets, together with the right all rights to represent to third parties that Purchaser is the successor insurance and condemnation proceeds relating to the damage, destruction, taking or other impairment of the Assets or the Play Along Business.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreementset forth herein, at the Closing, Seller agrees to shall sell, assign, transfer, convey, assign, convey and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the business assets, properties, real or personal, properties and rights of every kind and nature, kind and descriptionwhether real, personal or mixed, tangible or intangible (including goodwill), wherever located and intangiblewhether now existing or hereafter acquired (other than the Excluded Assets), as reflected on the Closing Balance Sheet which relate to, or are used or useable held for use in the Seller Businessconnection with, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (collectively, the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Purchased Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to following: (a) all brand namesinventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”); (b) all Contracts (including all sales orders and purchase orders) listed on ‎Section 2.01(b) of the Seller Disclosure Schedules (collectively, the “Assigned Contracts”); (c) all Business IP Assets; (d) All inventionsthe instrumentation, discoveries, improvements, computer software, data, skill, expertise, procedures tools and processes equipment used or useable in connection with the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto Products (the “Know-howTangible Personal Property”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Permits held by Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out necessary for the manufacture, sale or distribution of the BusinessProducts, including accounting recordsall reports, legal recordsdocuments, technical information claims, permits and manualsnotices required to be filed with, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written maintained for or oral, relating in any manner furnished to the Business Food and Drug Administration by Seller with respect to the Products, including, without limitation, those set forth listed on Schedule 6(k‎Section 4.17(b) hereto and ‎Section 4.18(b) of the Seller Disclosure Schedules, to the extent they are assignable; (collectivelyf) all rights to any Actions of any nature available to or being pursued by Seller to the extent arising from or related to the operation of the Business or any of the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise; (g) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (excluding any such item relating to the “Contracts”payment of Taxes); (h) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets; (i) All accounts owned originals, or acquired by Seller where not available, copies, of all books and records, including, accounts receivablebut not limited to, notes books of account, ledgers and notes receivablegeneral, other receivablesfinancial and accounting records, book debts machinery and other forms equipment maintenance files, customer lists including contact information, customer purchasing histories, price lists, distribution lists, supplier lists including contact information, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of obligations to Seller sale, sales and Letter of Credit Rights pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files relating to the Business IP Assets and the Intellectual Property Agreements, in each case of, or maintained by Seller that are required for, related to, arising from, or used or held for use in connection with any of the Assumed Liabilities or the Purchased Assets, but excluding any such items to the extent (i) they are included in or related to any Excluded Assets or Excluded Liabilities or (ii) any Law prohibits their transfer (“Accounts ReceivableBooks and Records”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of depositthird-party property and casualty insurance proceeds, and all promissory notes rights to third-party property and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All casualty insurance proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to any of the Excluded Purchased Assets and/or the Assumed Liabilities that relate to the pre-Closing period and are eligible for coverage under Seller’s occurrence-based insurance policies in effect at Closing, in each case received or Excluded Liabilities)receivable; provided, for the avoidance of doubt, that this ‎Section 2.01(j) shall not convey any of Seller’s insurance policies to Purchaser; and (ok) All all goodwill associated with and the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to going concern value of the Business.

Purchase and Sale of Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Seller agrees shall sell and transfer to sell, transfer, convey, assignthe Purchaser or one or more of its Designees, and deliver to Purchaserthe Purchaser shall or shall cause one or more of its Designees to, as the case may be, purchase and Purchaser agrees to purchase, assume from the Seller all of the business Seller's legal and beneficial rights, title and interests in and to all of the following (all of the following assets, collectively, the "Acquired Assets"): all of the Seller's properties, assets, contracts, rights and claims used in or arising out of the Business of whatever kind or nature, whether real or personal, and rights of every nature, kind and description, tangible and or intangible, wherever located, except for such properties, assets, contracts, rights and claims as reflected on the Closing Balance Sheet used or useable are provided hereby to be excluded from such sale and purchase; in each case free and clear of all "claims" (as defined in the Seller BusinessBankruptcy Code), owned byLiens, leased byencumbrances and interests (collectively, or "Encumbrances") as provided in the possession of the Seller (the “Assets”)Sale Order, except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunderother than Surviving Permitted Encumbrances. Without limiting the generality foregoing, the Acquired Assets shall include all of the preceding sentenceSeller's legal and beneficial rights, title, and interests in and to the Assets include the following:properties, assets, contracts, rights and claims described in clauses (a) through (n) below (except as expressly excluded under Section 1.02): (a) Inventoryall equipment, wherever locatedfurniture, used or useable in the Business (the “Inventory”) consisting of inventoryfurnishings, merchandise, goods fixed assets and other tangible personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work used in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in connection with the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded softwareBusiness; (b) Fixed and other physical assetsthe real property owned by the Seller that is the mix production facility, wherever locatedlocated at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, used or useable in ▇▇▇▇▇▇▇ (the Business consisting of Equipment, and fixtures (“Fixed Assets”"Real Property"); (c) All Patents, Copyrights and Trademarks used or useable in all inventory of the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes all Intellectual Property used or useable in connection with the Business (which excludes the Parmalat Name Rights and owned by Seller the DASI Technology, as to which Purchaser (or its Designees) shall obtain rights pursuant to provisions separately provided herein), other than as specifically excluded in Section 3.20 of the Disclosure Letter (such Intellectual Property not so excluded, the "Acquired Intellectual Property"), the rights to sue for, and all agreements remedies against, past, present, and future infringements thereof, and the rights of any nature whatsoever with respect thereto (priority and protection of interests therein under Applicable Laws, except insofar as the “Know-how”)provisions of Section 1.06(b) shall apply; (e) All all copies of marketing brochures and materials and other trade secrets printed or written materials in any form or medium used in connection with the Business that the Seller is not required by law to retain and proprietary information duplicates of any such materials that the Seller is required by law to retain; (f) all rights under all warranties, representations, and guarantees related to the Business made by suppliers, manufacturers, and contractors, except any such rights relating to Excluded Assets; (g) all Permits used in connection with the Business held by the Seller (or, to the extent any such Permits are not freely transferable by the holder of such Permits, all rights, title and interests of the Seller in such Permits to the full extent such right, title and interest may be transferred); (h) all books, records, files or papers (whether in hardcopy or computer format) related to the Business, including data processing records, employment and personnel records for Transferred Employees, engineering information, technical information, customer lists, market surveys files and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence advertising and other information which has been reduced to writing relating to or arising out of the Business, including accounting marketing data and records, legal records, technical information and manuals, designs, blueprints, models, drawings, specificationscredit records, patterns records relating to suppliers, and other data that the Seller is not required by law to retain and duplicates of any computer record of such materials that the Seller is required by law to retain; provided, however, that the Seller shall not be required to transfer to the Purchaser any information (pursuant to this subparagraph or any of the foregoing; other provisions of this Section) (hi) All of Seller’s claims if the Seller is subject to any non-disclosure or confidentiality agreement with respect to such information and rights the Purchaser is not assuming the non-disclosure or confidentiality obligations relating to such information or (ii) such information may not be transferred under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”)Applicable Laws regarding privacy; (i) All accounts owned or acquired subject to Section 1.02(c), (i) all Contracts listed in Section 1.01(i) of the Disclosure Letter, (ii) all other Contracts entered into in the ordinary course of business with unaffiliated third parties by the Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business in effect as of the date hereof, including any as to which there are Cure Amounts but in each case subject to Section 1.04(i), and (“Accounts Receivable”iii) any Contracts entered into by the Seller in the conduct of the Business after the date of this Agreement and before the Closing, provided that in the case of such Contracts referred to in this clause (iii) entered into after the date of this Agreement, the Purchaser shall have been furnished with a true and complete copy of such Contract and, after a reasonable opportunity to review such Contract, has agreed in writing to assume such Contract, in each case except insofar as the provisions of Section 1.04(i) or 1.06(b) shall apply to exclude such a Contract (collectively and after giving effect to such exclusions, the "Assumed Contracts"); (j) All all credits, prepaid itemsexpenses, deferred charges, advance payments, security deposits, bank accountsand prepaid items that arise directly from any Acquired Asset or Assumed Liability (in each case, certificated securitiesto the extent relating to the Business, and to the extent of the Seller's interest relating to any of the foregoing); (k) all rights, privileges, claims, demands, refunds, insurance and indemnification agreements in favor of the Seller, and any indemnification and similar rights, offsets, recoupment rights, and other claims against third parties, in each case relating to any Acquired Asset or Assumed Liability related to the Business (excluding, subject to Section 5.21 hereof, any claims or actions for preferences, fraudulent conveyances, and other avoidance power claims, and any recoveries, under sections 542, 544, 545, 547, 548, 549, 550, and 553 of the Bankruptcy Code relating to any such Acquired Asset or Assumed Liability); (l) subject to Section 1.06(b), all certificates other assets of deposit, any nature whatsoever owned by the Seller and all promissory notes used in connection with the Business and any of the Seller's rights in any other evidences assets of indebtedness and other similar assets relating to any nature whatsoever used by the Seller in connection with the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ;the name "Milk Products of Alabama, L.L.C." in accordance with Section (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All all goodwill associated with the Business or AssetsBusiness. In addition, together as contemplated by Section 5.05(c), at the Closing each of the Parmalat Name Rights License and the DASI Technology Agreement shall become effective, providing when and how the Purchaser will become entitled to use the Parmalat Name Rights and the DASI Technology in accordance with the right to represent to third parties that Purchaser is the successor to the Businessprovisions thereof.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreementset forth herein, Seller agrees to at the Closing, Sellers shall sell, assign, transfer, convey, assign, convey and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase from Sellers, free and clear of any Encumbrances other than Permitted Encumbrances, all of Sellers’ right, title and interest in, to and under all of the business assets, properties, real or personal, properties and rights of every kind and nature, kind and descriptionwhether real, personal or mixed, tangible or intangible (including goodwill), wherever located and intangiblewhether now existing or hereafter acquired (other than the Excluded Assets), as reflected on the Closing Balance Sheet which relate to, or are used or useable held for use in the Seller Businessconnection with, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (collectively, the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Purchased Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names;following: (da) All inventionsall accounts or notes receivable held by Scepter, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of security, claim, remedy or other right related to any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business foregoing (“Accounts Receivable”); (jb) All prepaid itemsall inventory, depositsfinished goods, bank accountsraw materials, certificated securitieswork in progress, all certificates of depositpackaging, and all promissory notes supplies, parts and other evidences of indebtedness and other similar assets relating to the Businessinventories (“Inventory”); (kc) All interests in partnershipsall Contracts, joint ventures and other business associations relating to including Intellectual Property Agreements, set forth on Section 2.01(c) of the BusinessDisclosure Schedules (the “Assigned Contracts”); (ld) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Lawall Intellectual Property Assets; (me) All proceeds under insurance policies all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) the “Tangible Personal Property”); (nf) All all Owned Real Property and Leased Real Property; (g) all Permits, including Environmental Permits, which are held by Sellers and required for the conduct of Seller’s claims and causes of action against others relating to the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Section 4.17(b) and Section 4.18(b) of the Disclosure Schedules; (except h) all rights to any Actions of any nature available to or being pursued by Sellers to the extent related to the Excluded Business, the Purchased Assets or Excluded the Assumed Liabilities, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to prepaid municipal or utility Taxes); (j) all of Sellers’ rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets; (k) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities; (l) originals, or where not available, copies and recordings of all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements, including all records, data and information stored electronically or on computer related media (collectively, “Books and Records”); and (om) All all goodwill associated with and the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to going concern value of the Business.

Purchase and Sale of Assets. Subject Seller agrees to (or to cause its applicable Affiliate to) sell, assign and transfer to Buyer or its designee, and Buyer agrees to purchase (or cause its designee to purchase) from Seller at the Closing, subject to and upon the terms and conditions of this Agreementcontained herein, Seller agrees to sell, transfer, convey, assign, each Facility and deliver to Purchaser, and Purchaser agrees to purchase, all of the business assetsfollowing properties and assets used, propertiesor held for use, real or personal, and rights of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession operation of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto Facilities (collectively, the “Excluded Acquired Assets”) free and clear of all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the followingLiens other than Permitted Liens: (a) Inventorythe Owned Real Property and the easements, wherever locatedrights of way, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods real property licenses and other personal real property that are held by entitlements related to the Owned Real Property or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded softwareLeased Real Property; (b) Fixed the machinery, equipment, materials, supplies, spare parts, fixed assets, furniture, inventory, vehicles, railcars, boats, Owned Vessels and other physical assetstangible and intangible personal property owned by Seller or any of its Affiliates which is located at the Facilities (if related solely to any of the Acquired Assets) or in transit to (if related solely to any of the Acquired Assets), wherever locatedor otherwise used exclusively for, used the Facilities or useable in the Business consisting of EquipmentAcquired Assets, and fixtures (“Fixed all applicable warranties against manufacturers or vendors, other than the Excluded Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand namesFuel Inventory; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto Permits listed on Schedule 2.1(d) (the “Know-howTransferred Permits”), to the extent transferrable; provided that Seller shall, during the Interim Period, amend such Schedule to account for applicable changes arising during the Interim Period, to the extent such changes are permitted by Section 5.4; (e) All other trade secrets and proprietary information relating all applications for Permits listed on Schedule 2.1(e) existing or, to the Businessextent permitted by this Agreement, including customer lists, market surveys and all agreements filed on or before the Closing Date related to any of any nature whatsoever with respect thereto the Facilities or the Acquired Assets (the “Proprietary InformationPermit Applications”), to the extent transferable; (f) All all of the right, title and interest of Seller and any of its Affiliates in and to LicensesContracts, transferable permitsagreements, exemptionsuse or occupancy agreements, approvalslicenses, franchises subleases and privileges leases relating to the Business use, ownership, operation or maintenance of any of the Facilities or the Acquired Assets, including any Leases, Personal Property Leases, in each case listed on Schedule 2.1(f) (the “Assigned Contracts”); provided that Seller shall, during the Interim Period, amend such Schedule to account for additional Contracts (including Capital Commitments) entered into during the Interim Period, to the extent transferable under Applicable Lawsuch additional Contracts relate to the use, ownership, operation or maintenance of any of the Facilities or the Acquired Assets and are permitted by Section 5.4; (g) All bookssubject to the right of Seller to the extent set forth herein to retain copies for its use, records, accounts, correspondence all Books and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoingRecords; (h) All of Seller’s claims the right to use the names “▇.▇. ▇▇▇▇▇,” “▇▇▇▇▇▇▇ ▇▇▇▇▇▇” and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner “▇.▇. ▇▇▇▇▇▇” to the Business includingextent Seller or any of its Affiliates has the right to use the names; (i) all of the right, without limitation, those set forth title and interest of Seller and any of its Affiliates in and to the Intellectual Property listed on Schedule 6(k2.1(i); provided that Seller may, during the Interim Period, amend such Schedule with the consent of Buyer (such consent not to be unreasonably withheld) hereto to account for applicable changes arising during the Interim Period, to the extent such changes are not prohibited by this Agreement; (collectivelyj) 100% of the equity interests in Fort ▇▇▇▇▇▇▇▇▇ Road – Lot 15 Landfill, LLC, a Delaware corporation (the “ContractsAcquired Entity”); (ik) All accounts owned or acquired by Seller includingall vehicles, accounts receivable, notes and notes receivable, other receivables, book debts Owned Vessels and other forms rolling stock used in the construction, operation or maintenance of obligations to Seller and Letter any of Credit Rights the Facilities, the Acquired Assets or any part thereof, but not including those relating primarily to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates operation or maintenance of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the BusinessExcluded Assets; (l) All rights of the Emission Allowances identified on Schedule 2.1(l); provided that Seller under express shall, during the Interim Period, amend such Schedule to account for any additional Emission Allowances that are granted or implied warranties from the suppliers of Seller with respect issued to the Assets to Facilities before the extent transferable under Applicable LawClosing Date, as contemplated by Section 5.25; (m) All proceeds under insurance policies all accounts and notes receivable (excluding proceeds under insurance policies including those resulting from any sale of electricity, capacity or ancillary services from other current assets relating to any of the Facilities, the Assigned Contracts or the other Acquired Assets), whether allocable to a period ending on, before or after the Closing Date (except any receivables that relate exclusively to an Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded LiabilitiesLiability); and (on) All goodwill associated with the Business rights which accrue or Assets, together with will accrue to Buyer or its designee under this Agreement or any of the right to represent to third parties that Purchaser is the successor to the BusinessAncillary Agreements.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreementset forth herein, at the Closing, Seller agrees to shall sell, assign, transfer, convey, assign, convey and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the business assets, properties, real or personal, properties and rights of every kind and nature, kind and descriptionwhether real, personal or mixed, tangible or intangible (including goodwill), wherever located and intangiblewhether now existing or hereafter acquired (other than the Excluded Assets), as reflected on the Closing Balance Sheet which relate to, or are used or useable held for use in the Seller Businessconnection with, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (collectively, the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Purchased Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to following: (a) all brand namesinventories of dog nail grinders, regular, soft and hard heads, clippers, wooden sticks, paw soothers and similar items owned by Seller as of the Closing Date, and any such items which have been ordered by Seller but which have not been received by Seller on the Closing Date, as set forth in Section 2.1(a) of the Disclosure Schedule (collectively, the “Inventory”); (b) all Contracts, including without limitation (a) those set forth on Section 2.1(c) of the Disclosure Schedules; and (b) all customer purchase orders outstanding as of the Closing Date for the purchase of goods or services by Seller and all unfilled orders outstanding as of the Closing Date for the sale of goods or services by Seller (the “Assigned Contracts”); (c) all Intellectual Property Assets; (d) All inventionsall Permits, discoveriesincluding Environmental Permits, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned which are held by Seller and all agreements required for the conduct of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to as currently conducted or for the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence ownership and other information which has been reduced to writing relating to or arising out use of the BusinessPurchased Assets, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth listed on Schedule 6(kSection 4.17(b) hereto (collectively, and Section 4.18(b) of the “Contracts”)Disclosure Schedules; (ie) All accounts owned all rights to any Actions of any nature available to or acquired being pursued by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Business, the Purchased Assets or Excluded the Assumed Liabilities, whether arising by way of counterclaim or otherwise; (f) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes); (g) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent relating to the Business, the Purchased Assets or the Assumed Liabilities; (h) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities; (i) originals, or where not available, copies, of all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements; (j) all telephone numbers, facsimile numbers, website domains, and social media accounts and handles of the Seller; (k) all goodwill and the going concern value of the Business; and (ol) All goodwill associated with the Business all other assets, properties and rights owned by Seller or in which Seller has an interest and which are not otherwise Excluded Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject At the Closing (as hereinafter defined), on and subject to the terms and conditions of this Agreement, Seller agrees to shall sell, assign, transfer, convey, assign, and deliver to Purchaser, and Purchaser agrees to shall purchase, acquire, and accept from Seller, all of the business assets, properties, real or personal, and rights of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title title, and interest of Seller in and to Licensesall of the assets, transferable permitsproperties, exemptionsand rights of Seller identified below, approvalswherever located and whether or not reflected on the books of Seller, franchises free and privileges relating to clear of all liens, claims, charges, security interests, and encumbrances of any kind or nature, including the Business to following, as the extent transferable under Applicable Lawsame shall exist at the Closing Date (as hereinafter defined): (a) All machinery, equipment, tools, tooling, fixtures, motor vehicles, trucks, forklifts, and other rolling stock, computers, terminals, computer equipment, office equipment, furniture, business machines, telephones and telephone systems, parts, accessories, and the like, listed on SCHEDULE 1.1.1, wherever located, together with any incidental tools, parts, supplies and equipment which are located in or on the Real Property (as hereinafter defined) and which are used by the Seller in the Business, and any and all assignable warranties of third parties with respect thereto (the "Fixed Assets"); (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (hb) All of the raw material, work-in-process and finished goods inventory of Seller wherever located, reflected on the books and records of Seller (the "Inventory"), together with all rights of Seller against suppliers of the Inventory including, without limitation, Seller’s claims and 's rights under all leases, express or implied warranties with respect to such Inventory and Seller's rights to receive refunds or rebates in connection with its purchase of Inventory. The specific Inventory to be purchased by Purchaser (the "Acquired Inventory") will be determined by Purchaser based upon a physical inventory taken jointly by Seller and Purchaser prior to the Closing Date. (c) The contracts, warranties, commitments, agreements, arrangements, and purchase and sales orders, whether written oral or oralwritten, relating in any manner to the Business including, without limitation, those set forth listed on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or AssetsSCHEDULE 1.1.2, together with the right of Seller to represent receive income in respect of such contracts, leases, warranties, commitments, agreements, arrangements, and purchase and sales orders on and after the Closing Date (individually, a "Contract" and collectively, the "Contracts"); (d) All patents, designs, art work, designs-in progress, formulations, know-how, prototypes, inventions, trademarks, trade names, trade styles, service marks, and copyrights owned or held by Seller and related to third parties that Purchaser is the successor Business including without limitation all rights to the names "Montone," "Montone Trailer Company," "Montone Manufacturing" and associated logos, but not including the name "Carolina Coastal Investors"; all registrations thereof and applications therefor, both registered and unregistered, foreign and domestic; all trade secrets or processes owned by or belonging to Seller and related to the Business; all computer software (including documentation and related object and, if applicable, source codes) owned by or belonging to Seller and related to the Business; and all confidential or proprietary information (i) owned by Seller or Guarantor and related to the Business, whether or not reflected on the books and records of the Business, or (ii) as to which Seller has rights as licensee, constituting all of the intellectual property of Seller used exclusively in the Business (the "Intellectual Property"); (e) All existing data, data bases, books, records, correspondence, business plans and projections, records of sales, customer and vendor lists, files, papers, and, to the extent permitted under applicable law or regulation, all copies of historical personnel, payroll and medical records of each of the Hired Employees (as defined in Section 13.1 hereof) in the possession of Seller and related to the Business, including without limitation, employment applications, I-9 forms, corrective action reports, disciplinary reports, notices of transfer, notices of rate changes, other similar documents, and any summaries of such documents regularly prepared by Seller; all reported medical claims made for each Hired Employee; and all manuals and printed instructions of Seller relating to the Acquired Assets (as hereinafter defined) and to the operation of the Business (the "Books and Records"); (f) To the extent permitted under applicable law or regulation, all licenses, permits, certificates, and governmental authorizations of Seller and related to the Business or the Acquired Assets (the "Permits"); All of the items described in this Section 1.1 to be purchased by Purchaser and which are not Excluded Assets as defined in Section 1.2 hereof are hereinafter collectively referred to as the "Acquired Assets."

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, the Seller agrees to shall sell, transfer, convey, assign, transfer and deliver to Purchaserthe Buyer, and Purchaser agrees to purchasethe Buyer shall purchase and acquire from the Seller, at the Closing (as hereinafter defined), all of Seller's right, title and interest in, to and under the business assets, properties, real or personalAcquired Assets (as hereinafter specified), and rights the Buyer shall assume the Assumed Liabilities (as hereinafter defined). The Seller agrees that the Acquired Assets shall be conveyed free and clear of every nature, kind and description, tangible and intangible, as reflected on all liabilities (other than the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (the “Assets”Assumed Liabilities), obligations, liens, claims and encumbrances of any kind, except that the Permitted Liens (as hereinafter defined). The Acquired Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the followingconsist of: (a) Inventoryall computer programs, wherever locatedsoftware, data bases incorporated in the Products, source codes, magnetic tapes, diskettes and punchcards used in or useable in necessary for the conduct of the Business including without limitation the items listed or described on Schedule 1(a) (the "Software"), provided that, with respect to the four U.S. patents and one foreign patent identified on Schedule 1(a) as "shared" (the "Shared Technology"), the Acquired Assets (and Software) shall not include the title to the Shared Technology but shall include a worldwide, royalty free, non-transferable (except with substantially all of the assets of the Business) license, for the respective lives of the said patents, without the rights to sublicense, to the exclusive use of the Shared Technology for developing, producing, manufacturing and selling manufacturing execution systems limited to the field of healthcare products (pharmaceutical, medical device and biotechnology) and chemical industries and provided that the Acquired Assets (and Software) shall not include software used by the Seller with respect to the administration (including without limitation financial, operational, electronic mail, voice mail and word processing services, and the like) of the Seller's businesses other than the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software"Administrative Software"); (b) Fixed all machinery, equipment, tools, furniture, fixtures, fixed assets, supplies, and other physical assets, wherever located, personal property used or useable exclusively in the Business consisting conduct of Equipmentthe Business, on as "as-is where-is" basis, without any express or implied warranty, and fixtures as listed or described on Schedule 1(b) (“Fixed Assets”the "Equipment"); (c) All Patentsall inventories (including raw materials, Copyrights magnetic tapes, diskettes, supplies, work-in-process, finished parts and Trademarks finished goods) used in or useable in necessary for the Business, and all agreements of any nature whatsoever with respect to any conduct of the foregoing Business or the manufacture of the Products on an "as-is where-is" basis without any express or implied warranty Schedule 1(c) (the “Intangible Property”"Inventory"), including, without limitation, the rights to all brand names; (d) All inventionsthe Seller's rights under all contracts, discoveriespurchase orders, improvementscommitments, computer softwareand arrangements (the "Customer Contracts"), datacopies of all of which have been delivered to the Buyer, skill, expertise, procedures and processes used in respect of all customer accounts arising from or useable in serviced by the Business and owned by Seller and all agreements a complete listing of any nature whatsoever with respect thereto which is attached hereto as Schedule 1(d) (the “Know-how”"Serviced Accounts"); (e) All other trade secrets the Seller's rights under all contracts, purchase orders, commitments and proprietary information relating to the Businessarrangements in respect of services, leased machinery or equipment and, including customer listswithout limitation services, market surveys machinery or equipment of the type described in Section 1(b) hereof, used in the Business and all agreements of any nature whatsoever with respect thereto included hereto as Appendix I (the “Proprietary Information”"Leases"); (f) All rightthe Seller's rights under all contracts, title purchase orders, licenses, commitments and interest of Seller in and to Licensesarrangements with third-parties for supplies, transferable permits, exemptions, approvals, franchises and privileges requirements or services relating to the Business or the Products attached hereto as Appendix II (the "Vendor Contracts"), provided that, with respect to supplies used in the extent transferable under Applicable LawBusiness and also used in other business of the Seller, only such rights as may be applicable to or necessary for the conduct of the Business; (g) All all records, books, documents, files, vendor lists, lists of all consultants used to create, audit, revise or supplement the Software, customer documentation, order, sales and receivables histories, operation sheets, routing sheets, notebooks, research reports, quality control records, accountsinventory records, correspondence books of account, accounting records and business plans and forecasts relating to the Acquired Assets (specifically including without limitation installation manuals, instruction manuals, quality standards and procedures, test archiving for all products previously delivered and currently in-process, material on hard-drives, results of unit tests, modules tests and code reviews, problem reports, field problems and resolutions, upgrades, configuration records, specifications (including without limitation user requirement, functional, software module design and software top level specifications and platform specifications by installation), validation protocols, validation results by site, internal training materials, customer training materials and all records, books and other information which has been reduced to writing relating to or arising out of documents between Seller and the Business, including accounting records, legal records, technical information United States Food and manuals, designs, blueprints, models, drawings, specifications, patterns Drug Administration and any computer record of any of representatives thereof (the foregoing"Books and Records"); (h) All all of the Seller’s claims 's proprietary rights in respect of the Acquired Assets and rights under the Business (other than the Shared Technology and the Administrative Software), including without limitation all leasesworldwide rights, contractstitle and interests in and to trademarks (registered or unregistered), agreementstrade names (including without limitation "FlowStream"), and purchase and sales ordersservice marks (including without limitation "FlowStream"), whether written or oralassumed names, copyrights, all applications for any of the foregoing, formulae, trade secrets, processes, know-how, confidential information, inventions, research, inventors' notes, laboratory reports, drawings, designs, customer lists, vendor lists, all information similar to any of the foregoing, goodwill relating in any manner to the Business includingand the Acquired Assets, and marketing rights in connection with all of the foregoing, including without limitation, limitation all of those set forth items listed or described on Schedule 6(k1(h) hereto (collectively, the “Contracts”"Intellectual Property"); (i) All accounts owned or acquired by Seller including, accounts receivable, notes all records (including without limitation compensation information and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights job descriptions) relating to managers and employees of the Business (“Accounts Receivable”)excluding records relating to managers and employees of the Business who do not become employees of the Buyer within ten days after the Closing; (j) All prepaid itemsall licenses, depositsconsents, bank accountspermits, certificated securitiesvariances, all certificates of depositcertifications, and all promissory notes and other evidences approvals, if any, of indebtedness and other similar assets government agencies held by the Seller relating solely to the BusinessBusiness or the Acquired Assets, to the extent transferable under applicable law, attached hereto as Appendix III (the "Licenses"); (k) All interests all warranties, claims and causes of action (and the benefit of any and all collateral or security given in partnerships, joint ventures and other business associations connection therewith) inuring to the benefit of the Seller relating to the BusinessBusiness or any of the Acquired Assets excluding such warranties, claims and causes of action which may be asserted as a counterclaim, crossclaim or setoff to any Excluded Obligation; (l) All rights all prepaid maintenance payments in excess of Seller an aggregate of $1.2 million under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law;all Customer Contracts; and (m) All all of the Seller's rights pursuant to the leases for the locations listed on Schedule 6(f) (other than the ▇▇▇▇▇ Avenue, Mountain View, California and the Chennai, India locations), copies of all of which have been delivered to the Buyer, pursuant to the Lease Assignments, in substantially the form of Exhibit A, and such of the Seller's rights to the real estate located at ▇▇▇▇▇ Avenue, Mountain View, California, granted pursuant to the Real Estate License Agreement, in substantially the form of Exhibit B. The Buyer and the Seller agree that the Seller is not making representations in this Agreement that the Acquired Assets are all those that may be necessary for the conduct of the Business by the Buyer after the Closing Date (as hereinafter defined). Notwithstanding any other provision of this Agreement, the Buyer and the Seller agree that the Acquired Assets shall not include (i) cash and cash equivalents on hand or deposited in banks or other financial institutions as of the Closing Date, (ii) the rights to any of the Seller's claims for any federal, state, local or foreign tax refund including tax credits and net operating loss carry forwards, (iii) policies of insurance (including proceeds under thereof and refunds thereunder) acquired by the Seller in connection with the Acquired Assets, (iv) any assets, properties or rights of the Seller not used in or necessary for the conduct of the Business, (v) tax returns, books of account or other records having to do with the corporate organization of the Seller, (vi) life insurance policies (excluding including proceeds under insurance policies that relate thereof and refunds thereunder) relating to Excluded Assets officers and other employees of the Seller, (vii) all assets owned or Excluded Liabilitiesheld by any employee benefit plans of the Seller, (viii) ; the minute books, stock transfer books and corporate seal of the Seller and all books and records relating to businesses of the Seller other than the Business, (nix) All of Seller’s all rights (including indemnification) and claims and causes recoveries under litigation of action the Seller against others third parties arising out of or relating to the Business (except events prior to the extent related to Closing Date, (x) the Seller's rights under this Agreement, (xi) accounts receivable as of the Closing Date for work or services provided by the Seller on or before the Closing Date, (xii) security deposits as of the Closing Date, (xiii) prepaid expenses as of the Closing Date and (xiv) leasehold improvements, furniture and fixtures located at the Seller's Mountain View, California offices, (the "Excluded Assets or Excluded LiabilitiesAssets"); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject to (a) Upon the terms and subject to the conditions of this Agreementset forth herein, at the Closing, Seller agrees to shall, or shall cause the Divesting Affiliates to, sell, transfer, convey, assign, assign and deliver transfer to Purchaser, and Purchaser agrees to shall purchase, acquire and accept from Seller or the Divesting Affiliates, free and clear of all of the business assetsLiens (other than, properties, real or personal, and rights of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Businesscase of books and records located at Third Party facilities only, owned by, leased by, or in the possession of the Seller (the “Assets”Permitted Liens), except that all the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licensesthe Divesting Affiliates in, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of under the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those assets set forth on Schedule 6(k) hereto below (collectively, the “ContractsPurchased Assets”);): (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities)Transferred Intellectual Property; and (oii) All goodwill associated with all of Seller’s rights to s▇▇ for past, present or future infringement of any Transferred Patents and to collect all damages relating thereto, if any. (b) PURCHASER AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE V, IT IS PURCHASING, AND SELLER AND THE DIVESTING AFFILIATES ARE SELLING AND ASSIGNING, THE TRANSFERRED INTELLECTUAL PROPERTY ON AN “AS IS” BASIS, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY, ENFORCEABILITY, PATENTABILITY, INFRINGEMENT OR NON-INFRINGEMENT, AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR LAWS), ALL OF WHICH ARE HEREBY DISCLAIMED BY SELLER ON BEHALF OF ITSELF AND ITS DIVESTING AFFILIATES AND WAIVED BY PURCHASER. (c) Purchaser, on behalf of itself and its Affiliates, hereby releases and discharges Seller and its Affiliates, effective as of the Business Closing, from any and all claims, liabilities and causes of action, whether known or Assetsunknown, together with the right to represent to third parties that Purchaser is the successor accrued or contingent, relating to the BusinessPurchased Assets or Assumed Liabilities, based on any representations and warranties other than those expressly set forth in this Agreement or in the Supply Agreement. Any claims Purchaser may have for breach of representation or warranty in connection with its purchase of the Purchased Assets and its assumption of the Assumed Liabilities shall be based solely on the representations and warranties of Seller or its Affiliates expressly set forth in this Agreement or the Supply Agreement. This release includes, and is to the benefit of, all successors and assigns, directors, shareholders, officers, attorneys, agents and employees of Seller and its Affiliates.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreementset forth herein, at the Closing, Seller agrees to shall, and Owner shall cause Seller to, sell, assign, transfer, convey, assign, convey and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase from Seller, free and clear of any Encumbrances, all of Seller’s right, title and interest in, to and under all of the business assets, properties, real or personal, properties and rights of every kind and nature, kind and descriptionwhether real, personal or mixed, tangible or intangible (including goodwill), wherever located and intangiblewhether now existing or hereafter acquired (other than the Excluded Assets), as reflected on the Closing Balance Sheet which relate to, or are used or useable held for use in the Seller Businessconnection with, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (collectively, the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Purchased Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights following: (a) cash and cash equivalents; (b) all inventory, finished goods, raw materials, work in progress inventory (“WIP”), packaging, supplies, parts and other inventories (“Inventory”); (c) all Contracts set forth on Schedule 2.01(c)(i) (to all brand namesthe extent assignable, the “Assigned Contracts”); (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used all accounts or useable in the Business and owned notes receivable held by Seller as of the Closing Date, and all agreements any security, claim, remedy or other right related to any of any nature whatsoever with respect thereto the foregoing (the “Know-howAccounts Receivable”); (e) All any and all rights in, arising out of, or associated with any of the following: (a) issued patents and patent applications (whether provisional or non-provisional); (b) trademarks, service marks, brands, certification marks, logos, trade dress, trade names, and other similar indicia of source or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications for registration, and renewals of, any of the foregoing; (c) copyrights and works of authorship, whether or not copyrightable, and all registrations, applications for registration, and renewals of any of the foregoing; (d) internet domain names and social media account or user names (including “handles”), all associated web addresses, URLs, websites and web pages, social media sites and pages, and all content and data thereon or relating thereto; (e) trade secrets secrets, know-how, inventions (whether or not patentable), discoveries, improvements, technology, business and technical information, databases, data compilations and collections, tools, methods, processes, techniques, and other confidential and proprietary information relating and all rights therein; (f) all rights to the name “Richland Industries”, “Richland”, or any derivatives thereof owned by any Seller Parties, (g) telephone and facsimile numbers, and (h) all other intellectual or industrial property and proprietary rights used or related to the Business, including customer listsincluding, market surveys and all agreements of any nature whatsoever with respect thereto without limitation, those set forth in Schedule 1.01(e) (the “Proprietary InformationIntellectual Property Assets”); (f) All rightall furniture, title and interest of Seller in and to Licensesfixtures, transferable permitsequipment, exemptionsmachinery, approvalstools, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All booksvehicles, recordsoffice equipment, accountssupplies, correspondence computers, telephones and other information which has been reduced to writing relating to or arising out of the Businesstangible personal property, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k2.01(f) hereto (collectivelythe “Tangible Personal Property”); (g) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business or the Purchased Assets, whether arising by way of counterclaim or otherwise; (h) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the “Contracts”Purchased Assets or the Assumed Liabilities (except any benefit from the insurance claim listed on Section 4.12 of the Disclosure Schedules); (i) All accounts owned or acquired by Seller includingall of Seller’s rights under warranties, accounts receivable, notes indemnities and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating all similar rights against third parties to the Business (“Accounts Receivable”)extent related to any Purchased Assets; (j) All prepaid itemsoriginals, depositsor where not available, bank accountscopies, certificated securitiesof all books and records, all certificates including, but not limited to, books of depositaccount, ledgers and general, financial and accounting records, customer lists, customer purchasing histories, price lists supplier lists, records and data, sales material and records, marketing and promotional surveys, and all promissory notes and other evidences of indebtedness and other similar assets files relating to the Business;Intellectual Property Assets (“Books and Records”); provided however that Seller may retain a copy of all books and records whether in written or digital form; and (k) All interests in partnerships, joint ventures all goodwill and other business associations relating to the Business; (l) All rights going concern value of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of this Agreement, Seller agrees Buyers agree to purchase from Sellers and Sellers agree to sell, transfer, convey, assign, assign and deliver to PurchaserBuyers at the time of Closing (as defined in Section 1.07), free and Purchaser agrees to purchaseclear of all liens, security interests, encumbrances, claims and or other restrictions of any kind ("LIENS"), all of the business assets, properties, real or personaland business, and rights other than the Excluded Assets, of every nature, kind and description, wherever located, real, personal or mixed, tangible and or intangible, as reflected on the Closing Balance Sheet owned, held or used or useable in the Seller Business, owned by, leased by, or in the possession conduct of the Seller Business as presently conducted (the “Assets”"PURCHASED ASSETS"), except that the Assets shall not include any and including, without limitation, all right, title and interest of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller GDLP in, to and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the followingunder: (ai) Inventoryall cash, wherever locatedpersonal property and interests therein, including all capital equipment, machinery, furniture and furnishings, telephone communications equipment, all computers and computer equipment, vehicles and other tangible property used or useable in connection with the Business, including without limitation the items listed on SCHEDULE A; (ii) all accounts, notes and other receivables of the Business (net of payment discounts actually taken, and all inventories of items of the “Inventory”) consisting of inventorytype sold or offered for sale by or through the Business, merchandiseincluding, without limitation, goods and other personal property that are held by or on behalf for the Sellers or any of Seller them for sale or sale, lease or are furnished license or are to be furnished under a contract contracts of service, or that constitute samples, goods-in-transit, work-in-process, raw materials, work in process, finished goods, returned goods, or and other materials or and supplies of any every kind, nature or and description used or consumed or to which may be used or consumed in Seller’s business or in connection with the processingmanufacture, productionpacking, packaging, promotion, delivery or shipping and sale of such inventory relating to the Business as of the same, including all supplies and embedded softwareClosing Date; (biii) Fixed all rights under all contracts, agreements (including agreements relating to sales, distribution or manufacturing rights), non-competition covenants, confidentiality and invention assignment agreements, leases (except leases of real property), licenses, commitments, sales and purchase orders and other physical assetsagreements of the Business, wherever locatedincluding without limitation the contracts listed on SCHEDULE B (collectively, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”"ASSUMED CONTRACTS"); (civ) All Patentsall prepaid expenses and deposits to the extent relating to the operation of the business, Copyrights including but not limited to those relating to ad valorem taxes, leases and Trademarks rentals, and including without limitation the items listed on SCHEDULE B; (v) all of Sellers' rights, claims, credits, causes of action or rights of set-off against third parties relating to the Purchased Assets; (vi) all patents, copyrights, trademarks and trade names (including but not limited to "Generic Distributors"), technology, know-how, processes, trade secrets, inventions, proprietary data, formulae, research and development data, computer software programs and other intangible property or intellectual property rights, and any applications for the same, used or useable held for use in the Business, including the rights to sue ▇▇▇ past infringements thereof, including without limitation the items listed on SCHEDULE C; (vii) all transferable licenses, permits or other governmental authorizations affecting, or relating in any way to, the Business; (viii) all books, records, files and all agreements papers (other than minute books, partnership agreements, bylaws, articles of any nature whatsoever with respect incorporation, stock and other ownership records, and other corporate and partnership related documents of GDLP and the General Partner), whether in hard copy or computer format, that relate to any of the foregoing Business (the “Intangible Property”Sellers being entitled to retain a copy, but not ownership, thereof), including, without limitation, sales and promotional literature; manuals and data; invoices from suppliers, invoices to customers and copies of any canceled or unfilled orders in each case for the rights current fiscal year and for any prior year to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures the extent available; sales and processes used or useable in the Business purchase correspondence; lists of present and owned by Seller former suppliers; lists of present and former customers; and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating accounting records pertaining to the Business; provided, including customer listshowever, market surveys that GDLP and the General Partner will be given reasonable access, upon twenty-four (24) hours notice, to all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”items specified in this Section 1.01(viii); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced necessary to writing relating to prosecute or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities)defend a claim; and (oix) All all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that Purchaser is the successor Buyers are the successors to the Business; (x) all unfilled sales and purchase orders of or related to the Business made or entered into by the Business in the ordinary course of its business and all rights which the Business may have against its customers, suppliers or vendors under express or implied warranties related to the Business or products or services sold or offered by or through the Business to the extent assignable, and the right to receive mail and other communications and shipments of merchandise addressed to the Business; and (xi) the proceeds of any insurance, and the right to receive the proceeds of any insurance, with respect to any claims which have been or may be asserted in connection with any of the Purchased Assets or Assumed Liabilities (as such term is hereinafter defined) and the right to continue and maintain any insurance with respect thereto.

Purchase and Sale of Assets. Subject Upon the execution of this Agreement and subject to the terms and conditions of this Agreementset forth herein, Buyer shall purchase and assume from Seller, and Seller agrees to shall (and shall cause its Affiliates to) sell, transfer, convey, assign, transfer and deliver to PurchaserBuyer, free and Purchaser agrees to purchaseclear of all liens, all mortgages, pledges, charges, security interests or other encumbrances of the business assetsany natures (collectively, properties, real or personal, and rights of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (the “AssetsEncumbrances”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out all of the Businessassets and properties of Seller (and its Affiliates), including accounting recordswherever located, legal recordswhether tangible or intangible, technical information and manualswhether now existing or hereafter acquired, designsdirectly or indirectly owned by Seller (or any of its Affiliates), blueprintsor to which Seller (or any of its Affiliates) is directly or indirectly entitled, modelsand, drawingsin any case, specificationsbelonging to, patterns or used or intended to be used, as described below, and any computer record of goodwill related to any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto limitation (collectively, the “ContractsPurchased Assets”);): (i) All accounts owned or acquired by Seller includinga total of Ninety Seven (97) Bitmain bitcoin mining machines (the “Equipment”) as more fully described in Schedule II attached hereto, accounts receivablewhich shall be subject to that certain Security and Pledge Agreement in the form attached hereto as Exhibit D (the “Security Agreement”), notes for so long as the Purchase Price (as defined herein) remains outstanding; (ii) Seller’s Workstation which includes it’s contents at the time of execution, including but not limited to its Siacoin UI. (iii) all books and notes receivablerecords pertaining to ownership of the Equipment as applicable, other receivablesincluding all books of account, book debts general, financial, Tax, invoices, shipping records, supplier lists, machinery and other forms equipment maintenance files, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, correspondence with any Governmental Authority, sales records (including pricing history, total sales, terms and conditions of obligations to Seller sale, sales and Letter of Credit Rights pricing policies and practices), strategic plans, marketing and promotional surveys, material and research, studies and reports, research and files relating to the Business (“Accounts Receivable”)Owned Intellectual Property on the servers of the Equipment, and any other documents, records, correspondence and files and any rights thereto, in each case owned, associated with or employed by Seller or any of its Affiliates in connection with the Equipment, and all copies thereof, other than organization documents, minute and stock record books and the corporate seal of Seller or its Affiliates; (jiv) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the BusinessSeller’s Cash Assets; (kv) All interests in partnershipsall Claims and rights to any Actions of any nature available or being pursued by Seller or any of its Affiliates, joint ventures and other business associations relating related to the BusinessEquipment, whether arising by way of counterclaim or otherwise; (lvi) All all rights of Seller to insurance proceeds and rights under express or implied warranties from the and pursuant to all warranties, representations and guarantees made by suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets products, materials or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent equipment, or components thereof or by any other Person, related to the Excluded Assets or Excluded Liabilities)Equipment, as applicable; and (ovii) All goodwill associated with all of Seller's or its Affiliates' right, title and interest at the Business Closing in, to and under all other assets, rights and claims of every kind and nature used or Assetsintended to be used in the operation of, together with or residing with, the right to represent to third parties that Purchaser is the successor to the BusinessEquipment.

Purchase and Sale of Assets. Subject Upon the execution of this Agreement and subject to the terms and conditions of this Agreementset forth herein, Buyer shall purchase and assume from Seller, and Seller agrees to shall (and shall cause its Affiliates to) sell, transfer, convey, assign, transfer and deliver to PurchaserBuyer, free and Purchaser agrees to purchaseclear of all liens, all mortgages, pledges, charges, security interests or other encumbrances of the business assetsany natures (collectively, properties, real or personal, and rights of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (the “AssetsEncumbrances”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out all of the Businessassets and properties of Seller (and its Affiliates), including accounting recordswherever located, legal recordswhether tangible or intangible, technical information and manualswhether now existing or hereafter acquired, designsdirectly or indirectly owned by Seller (or any of its Affiliates), blueprintsor to which Seller (or any of its Affiliates) is directly or indirectly entitled, modelsand, drawingsin any case, specificationsbelonging to, patterns or used or intended to be used, as described below, and any computer record of goodwill related to any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto limitation (collectively, the “ContractsPurchased Assets”);): (i) All accounts owned or acquired by Seller includinga total of One Hundred Fifty (150) Bitmain bitcoin mining machines (the “Equipment”) as more fully described in Schedule II attached hereto, accounts receivablewhich shall be subject to that certain Security and Pledge Agreement in the form attached hereto as Exhibit D (the “Security Agreement”), notes for so long as the Purchase Price (as defined herein) remains outstanding; (ii) all books and notes receivablerecords pertaining to ownership of the Equipment as applicable, other receivablesincluding all books of account, book debts general, financial, Tax, invoices, shipping records, supplier lists, machinery and other forms equipment maintenance files, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, correspondence with any Governmental Authority, sales records (including pricing history, total sales, terms and conditions of obligations to Seller sale, sales and Letter of Credit Rights pricing policies and practices), strategic plans, marketing and promotional surveys, material and research, studies and reports, research and files relating to the Business (“Accounts Receivable”)Owned Intellectual Property on the servers of the Equipment, and any other documents, records, correspondence and files and any rights thereto, in each case owned, associated with or employed by Seller or any of its Affiliates in connection with the Equipment, and all copies thereof, other than organization documents, minute and stock record books and the corporate seal of Seller or its Affiliates; (jiii) All prepaid itemsall of Seller's or its Affiliates' right, depositstitle and interest in, bank accountsthe Lease and copies of any and all documentation of assignment of such rights, certificated securities, all certificates of deposittitle, and all promissory notes and other evidences of indebtedness and other similar assets relating interest to the BusinessSeller; (kiv) All interests in partnerships, joint ventures and other business associations relating to the BusinessSeller’s Cash Assets; (lv) All all Claims and rights to any Actions of any nature available or being pursued by Seller under express or implied warranties from the suppliers any of Seller with respect its Affiliates, related to the Assets to the extent transferable under Applicable LawEquipment, whether arising by way of counterclaim or otherwise; (mvi) All all rights to insurance proceeds and rights under insurance policies (excluding proceeds under insurance policies that relate and pursuant to Excluded Assets all warranties, representations and guarantees made by suppliers of products, materials or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent equipment, or components thereof or by any other Person, related to the Excluded Assets or Excluded Liabilities)Equipment, as applicable; and (ovii) All goodwill associated with all of Seller's or its Affiliates' right, title and interest at the Business Closing in, to and under all other assets, rights and claims of every kind and nature used or Assetsintended to be used in the operation of, together with or residing with, the right to represent to third parties that Purchaser is the successor to the BusinessEquipment.

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller agrees to shall, and shall cause the Selling Subsidiaries to, sell, assign, transfer, convey, assign, convey and deliver to Purchaser, and Purchaser agrees to shall purchase, acquire, and take assignment and delivery from Seller and the Selling Subsidiaries, free and clear of all Liens, all right, title and interest of Seller and the business Selling Subsidiaries in, to and under the following properties, assets, properties, real or personal, goodwill and rights of every nature(whether real, kind and descriptionpersonal or mixed, or tangible and or intangible, as wherever located), whether or not reflected on the Closing Balance Sheet used or useable books and records of Seller and its Affiliates, in the Seller Businesseach case, owned by, leased by, or in the possession existing as of the Seller Closing, and other than the Excluded Assets (collectively, the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following:): (a) Inventory, wherever located, used or useable in all goodwill of the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under as a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded softwaregoing concern; (b) Fixed and other physical assetssubject to Section 6.4, wherever locatedeach Contract set forth in Section 2.1(b) of the Schedules, used or useable (i) in its entirety, if such Contract relates exclusively to the Business consisting or (ii) solely with respect to the portion of Equipmentsuch Contract that relates to the Business, if such Contract is a Shared Contract (collectively in (i) and fixtures (ii), such Contracts or portions of such Contracts, as the case may be, the “Fixed AssetsPurchased Contracts”); (c) All Patents, Copyrights and Trademarks used all tangible personal property primarily derived from or useable owned in the Business, and all agreements of any nature whatsoever with respect to any used or held for use primarily in the Business, or arising, directly or indirectly, primarily out of the foregoing (operation or conduct of the “Intangible Property”)Business, including, without limitation, including the rights to all brand namestangible personal property set forth in Section 2.1(c) of the Schedules; (d) All inventionsall raw materials, discoveriescomponents, improvementswork-in-process, computer softwarefinished products, datainventory, skillsupplies, expertisedisposables, procedures consumables, spare parts, packaging materials, samples and processes used other accessories related thereto, in each case, to the extent derived from or useable owned in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer listsused or held for use primarily in the Business, market surveys and all agreements or arising, directly or indirectly, primarily out of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to operation or arising out conduct of the Business, wherever located, including accounting recordsany of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other Person, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record together with all rights against suppliers of any of the foregoing; (he) All all marketing, sales and promotional literature, books, records, files, documents, financial records, bills, accounting, internal and audit records, operating manuals, programming information, computerized data and databases, quality records and reports, cost information, pricing data, market surveys, mailing lists, business development or community outreach materials, patient, prescriber, payor and vendor and supplier lists and files, accreditation records, credentialing files and records, records of Seller’s claims Third-Party Payor Program audits, files relating to current or former patients of the Business, including all patient lists and rights under patient records, preprinted materials and all leasesother similar items, contractsin each case in this Section 2.1(e), agreementsprimarily derived from or owned in the Business, used or held for use primarily in the Business, or arising, directly or indirectly, primarily out of the operation or conduct of the Business, or any other Asset or Assumed Liability, and purchase and sales ordersin the possession or under the control of Seller or any of its Affiliates, whether written excluding records or oral, relating in any manner files (i) not reasonably separable from documents or databases that do not relate primarily to the Business Assets or Assumed Liabilities or (ii) subject to Section 6.3, the transfer of which is not permitted under applicable Law, in each case other than such records and files as set forth in Section 2.1(e) of the Schedules (collectively in this Section 2.1(e), the “Books and Records”); (f) all (i) Intellectual Property that is primarily related to the Business, or that arises primarily out of the conduct of the Business, at any time, including, without limitationfor the avoidance of doubt, those any Intellectual Property developed in connection with the activities contemplated by the Separation Plan (except the MyApp Application and improvements thereto), and including the Intellectual Property set forth on Schedule 6(kin Section 2.1(f) hereto of the Schedules, together with (A) the goodwill connected therewith and symbolized thereby and (B) the right to bring any claims for any past, present or future infringement, misappropriation or other violation thereof (collectively in this clause (i), the “Business Owned Intellectual Property”) and (ii) rights in third-party Intellectual Property that are primarily used in, or held for use primarily in, the Business, together with all Contracts pursuant to which any such Intellectual Property is licensed to Seller or its Affiliates (which, for the avoidance of doubt, shall be included in the Purchased Contracts), subject to Section 6.4, in each case of the foregoing clauses (i) and (ii), together with all books and records related thereto (clauses (i) and (ii) collectively, the “ContractsBusiness Intellectual Property”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms all prepaid expenses of obligations to Seller and Letter the Selling Subsidiaries under the Purchased Contracts, (ii) all proceeds of Credit Rights relating any sales or other dispositions from and after the date hereof through the Closing of assets that would have been included in the Assets but for such sale or disposition (other than with respect to sales of inventory in the ordinary course of business), (iii) all proceeds of any settlement or other resolution from and after the date hereof through the Closing of any indemnities, claims, counterclaims, causes of action, defenses and rights of offset, contribution or reimbursement that would have been included in the Assets but for such settlement or other resolution and (iv) all rights to insurance proceeds arising from or related to the Business other Assets or the Assumed Liabilities, including those identified in Section 2.1(g) of the Schedules; (“Accounts Receivable”h) all Tax assets, Tax refunds and rebates, Tax credits, Tax attributes, and prepaid Taxes, in each case, to the extent related to any Transfer Taxes that are the responsibility of Purchaser pursuant to Section 6.7(c) or Property Taxes that are the responsibility of Purchaser pursuant to Section 6.7(d); (i) unless otherwise prohibited by Law, all employee-related or employee benefit-related files or records in respect of Transferred Employees; (j) All prepaid itemsall rights to any Action of any nature, depositswhether mature, bank accountscontingent or otherwise, certificated securitiesand whether in tort, all certificates contract or otherwise, available to or being pursued by Seller or its Affiliates, with respect to the Business or the ownership, use, function or value of depositany Asset, whether arising by way of counterclaim or otherwise, and all promissory notes rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other evidences rights of indebtedness and other similar assets relating to recovery (regardless of whether such rights are currently exercisable) related thereto, including those identified in Section 2.1(j) of the Business;Schedules; and (k) All all other rights, title and interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller and its Affiliates, in, to and under express their properties, assets, goodwill, rights and businesses of every kind, nature and description, in each case, which are primarily derived from or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with owned in the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to used or held for use primarily in the Business, or that arise, directly or indirectly, primarily out of the operation or conduct of the Business, whether real, personal or mixed, or tangible or intangible, and wherever located, other than those of the type referred to in the foregoing categories and not included in the Excluded Assets.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreementset forth herein, at the Closing, Seller agrees to sellhereby irrevocably sells, transferconveys, conveytransfers, assigndelivers, and deliver assigns (or causes to Purchaserbe sold, conveyed, transferred, delivered and assigned) to Buyer, free and clear of all Liens (other than Permitted Liens), and Purchaser agrees to purchase, Buyer hereby purchases from Seller all of Seller’s right, title and interest in and to the business assets, properties, real or personal, assets and rights of every nature, kind properties owned by Seller and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable held exclusively or primarily in the Seller Business, owned by, leased by, or in the possession conduct of the Seller Business (the “Assets”), except that including without limitation the Assets shall not include any of following assets (but specifically excluding the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following:): (a) Inventory, wherever located, All Intellectual Property owned by Seller and used exclusively or useable in primarily for the conduct of the Business as currently conducted, including without limitation the Transferred Products (the “InventoryTransferred Intellectual Property”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software); (b) Fixed the Transferred Agreements; (c) the Transferred Purchase Orders; (d) all Transferred Inventories; (e) all Transferred Tangible Property; (f) all materials, papers and other physical assetsrecords (in paper or electronic format) in Seller’s care, wherever locatedcustody, or control employed by Seller and used or useable held exclusively or primarily in the Business consisting conduct of Equipmentthe Business, including but not limited to the purchasing, sales and fixtures materials authorization records, testing records for all Transferred Products, customer and vendor lists, product documentation, product specifications, marketing requirement documents, end user documentation, packaging materials, brochures, user manuals, graphics, artwork and software release orders (collectively, “Fixed AssetsBooks and Records”); (cg) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and other assets owned by Seller and all agreements used exclusively or primarily in the operation of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to than the Excluded Assets or Excluded LiabilitiesAssets, as defined below); and (oh) All all other goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to of the Business.

Purchase and Sale of Assets. Subject to (a) Upon the terms and subject to the conditions of this Agreement, and subject to the entry of the Sale Orders, at the Closing, each Seller agrees to (other than MCH B.V.) shall sell, assign, transfer, conveyconvey and deliver, assignor cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser or one or more of its designated Affiliates (which, in the case of the Canadian Assets, shall be the Canadian Purchaser), free and clear of all Liens, claims and encumbrances of any nature whatsoever other than Permitted Encumbrances and Assumed Liabilities, and deliver to Purchaser, the Purchaser or any such designated Affiliate shall purchase and Purchaser agrees to purchaseacquire from such Seller, all of such Seller’s right, title and interest, as of the business Closing Date, in and to any and all assets, properties, real rights and claims of any kind or personal, and rights of every nature, kind and description, whether tangible and or intangible, as real, personal or mixed, wherever located and whether or not carried or reflected on the Closing Balance Sheet used books and records of any of the Sellers, whether now existing or useable hereinafter acquired, which relate to the Business or which are used, useful or held for use in, or have been acquired in connection with, the Seller operation of the Business, owned byexcluding only the Excluded Assets (such assets, leased byproperties, or in rights and claims to be acquired hereunder, collectively and together with the possession of the Seller (European Shares, the “Purchased Assets”), except that the . The Purchased Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall include, but not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentencelimited to, the Assets include the following: following (a) Inventory, wherever located, used or useable in the Business (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business except to the extent transferable under Applicable Law;any such asset constitutes an Excluded Asset):‌ (gi) All booksthe Real Property, recordssave and except any Real Property that is an Excluded Asset or any Leased Real Property leased under a lease that is an Excluded Contract;‌ (ii) all tangible personal property related to, accountsused, correspondence and other information which has been reduced to writing relating to useful or arising out held for use in the conduct of the Business, including accounting equipment, machinery, tools, supplies, spare parts, molds, trucks, cars, other vehicles and rolling stock, furniture, fixtures, trade fixtures, leasehold improvements, office materials and supplies, and other tangible personal property located on, or off, the premises of the Real Property; (iii) the Inventory; (iv) all Cash, unaffiliated securities (including any equity interests, warrants, options or similar rights) and negotiable instruments of the Sellers on hand, in lock boxes, in financial institutions or elsewhere; (v) the Receivables and the Intercompany Loans; (vi) all files, operating data, books of account, general and financial records, legal personnel records of the Transferred Employees (to the extent legally transferable), invoices, shipping records, technical information supplier lists, price lists, vendor lists, mailing lists, catalogs, sales promotion literature, advertising materials, brochures, standard forms of documents, manuals of operations or business procedures, research materials, contracts, instruments, filings, administrative and pricing manuals, designscorrespondence, blueprintsmemoranda, modelsplats, architectural plans, surveys, title insurance policies, drawings, plans and specifications, patterns environmental reports, maintenance or service records, soil tests, engineering reports, operating records, operating safety manuals, and any computer record other material and documents, books (including true and complete copies of applicable portions of minute books), records and files (whether or not in the possession of any of the foregoingSellers or their respective Representatives, stored in hardcopy form or on magnetic, optical or other media) and any rights thereto owned, associated with or employed by any of the Sellers in the conduct of the Business or otherwise related to the Purchased Assets or the Assumed Liabilities; (hvii) All copies of Seller’s claims all Tax Returns and rights under all leasesrelated schedules, contracts, agreements, workpapers and purchase and sales orders, whether written or oral, relating in any manner other material supporting information (“Tax Documents”) pertaining to the Purchased Assets or the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, other than Tax Documents relating solely to Income Taxes of the “Contracts”Sellers); (iviii) All accounts owned all goodwill associated with the Business or acquired the Purchased Assets, including rights under any confidentiality agreements executed by Seller including, accounts receivable, notes any third party for the benefit of any of the Sellers and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating assigned to the Business (“Accounts Receivable”); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets Purchaser to the extent relating to the Business; (kix) All interests the Owned Intellectual Property (including the Seller Brands), the Business IP Agreements and the Business IT Assets, including all (A) copies and tangible embodiments thereof in partnershipswhatever form or medium (including electronic media), joint ventures and other business associations relating to the Business; (lB) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating arising out of or related to, including all rights to sue, recover damages and obtain other relief for, any past, present and future infringement, passing off, misappropriation, breach or other violation of or conflict with any of the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.foregoing,

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions set forth herein, at the Closing and as of this Agreementthe Effective Time, Seller agrees to shall sell, assign, transfer, convey, assign, convey and deliver to PurchaserBuyer, and Purchaser agrees to Buyer shall purchase, acquire and accept from Seller, free and clear of all Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in, to and under (or, in the business case of leased assets or Contracts or Permits, all rights and interests of Seller in, to and under) the assets, properties, entitlements and rights, solely to the extent that such assets, properties, entitlements and rights exist as of the Closing Date, of every kind and nature, real or personal, and rights of every nature, kind and description, tangible and or intangible, as reflected on wherever located (other than the Closing Balance Sheet Excluded Assets), which are used or useable held for use primarily or exclusively in connection with, the Seller BusinessBusiness (collectively, owned by, leased by, or in the possession of the Seller (the “"Purchased Assets”"), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentenceincluding, the Assets include without limitation, the following: (a) Inventorythe Owned Real Property and all of the plants and facilities located thereon (including the Fairborn Plant and the Columbus Terminal) set forth on Section 2.01(a) of the Seller Disclosure Schedules and any other Owned Real Property primarily or exclusively used or held for use in connection with the Business, wherever locatedtogether with all mineral rights and Water Rights appurtenant to such Owned Real Property, and all buildings, facilities, structures, fixtures and improvements located thereon, and all easements, rights-of-way and other rights and, to the extent owned by Seller, interests incidental thereto; (b) all Leased Real Property and all of the plants and facilities located thereon set forth on Section 2.01(b) of the Seller Disclosure Schedules; (c) all on and off road mobile equipment, trucks, tractors and trailers, in each case, used primarily or useable exclusively at the Seller Facilities (either owned or leased); (d) all equipment, machinery, computers, servers, tools, repair parts, spare parts, supplies, furniture, fixtures and other tangible personal property located at the Seller Facilities or used, primarily or exclusively in connection with the Business (either owned or leased by Seller, but excluding any Excluded Assets) (the “Inventory”"Tangible Personal Property"), including the Tangible Personal Property listed on Section 2.01(d) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf the Seller Disclosure Schedules; (e) all inventories of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goodsstores, or samples, supplies, packaging materials or supplies of any kind(subject to Section 6.15), nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed fuel and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned items treated as inventory by Seller and all agreements of any nature whatsoever with respect thereto (at the “Know-how”); (e) All other trade secrets and proprietary information relating Closing Date, in each case to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto extent located at the Seller Facilities (the “Proprietary Information”"Inventory"); (f) All right, title and interest of all Permits issued to or held by Seller in and to Licensesconnection with its ownership, transferable permitspossession, exemptionsoccupancy or use of any of the Purchased Assets or the Seller Facilities, approvalsor operation of the Business, franchises and privileges relating to the Business except to the extent such Permits are not transferable under Applicable Lawapplicable Law (the "Business Permits"); (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out the Intellectual Property Agreements set forth on Section 4.10(a)(ii) of the BusinessSeller Disclosure Schedules, including accounting recordsand all Intellectual Property Assets, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoingtogether with all goodwill associated therewith; (h) All of Seller’s claims any prepaid rentals, advance payments, deposits, advances and rights under all leasesother prepaid items, contractsincluding prepaid rent, agreementspurchase price and deposits with lessors, suppliers and purchase and sales ordersutilities, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, extent relating to any of the “Contracts”)other Purchased Assets; (i) All accounts owned all (i) Contracts with customers of the Business under which Seller derives or acquired by expects to derive revenues ("Sales Contracts") and all purchase orders and unaccepted bids relating to the sale or possible sale of products to customers or prospective customers of the Business and (ii) supply agreements, purchase orders and unaccepted bids for supply inputs and raw materials of the Seller including, accounts receivable, notes and notes receivable, other receivables, book debts with suppliers or prospective suppliers of the Business and other forms of obligations to Seller and Letter of Credit Rights Contracts relating to the Business set forth on Section 2.01(i) of the Seller Disclosure Schedules (“Accounts Receivable”collectively, the "Assigned Contracts"); (j) All prepaid itemsoriginals or, depositswhere not permitted to be transferred to Buyer under applicable Law, bank accountscopies of all books and records relating primarily or exclusively to the Business, certificated securitiesor the ownership or operation of the Purchased Assets, including all certificates Assigned Contracts and Real Property Leases, books and records of depositaccount, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists and correspondence, customer purchasing histories, price lists, distribution lists, supplier lists and correspondence, catalogues, brochures, advertising materials, forms of purchase orders, sales orders and invoices and similar sales and marketing materials, mining records, production data, quality control records and procedures, customer complaints and inquiry files, records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale), internal financial statements and all manuals, data, records and information pertaining to materials, supplies, reserves, production, operations, maintenance, distribution and similar matters, and all promissory notes reserve reports, engineering reports and studies, environmental and safety compliance and monitoring records and reports, spill response and emergency response plans related to any Real Property, other evidences of indebtedness than books and other similar assets relating to the Businessrecords set forth in Section 2.02(e) ("Books and Records"); (k) All interests the software, websites and related technology used in partnerships, joint ventures and other business associations relating to the BusinessBusiness set forth on Section 2.01(k) of the Seller Disclosure Schedules; (l) All except as set forth on Section 2.01(l) of the Seller Disclosure Schedules, all landline phones and facsimile machines owned by the Seller, and Seller's rights of Seller under express or implied warranties from the suppliers of Seller with respect to any landline phones and facsimile machines leased by the Assets to Seller, in each case used by Employees in connection with the extent transferable under Applicable LawBusiness, along with associated numbers; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that all rights and Claims against any Person which relate primarily or exclusively to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and the Purchased Assets, including warranty rights, guaranty rights, indemnification rights, Encumbrances, judgments, causes of action and rights of recovery; provided, however, that the Seller shall retain, and the Buyer shall have no right in respect of, any such rights or Claims against others relating to the Business (except any Person to the extent related that they relate to the Excluded Assets or Excluded Liabilities); and (on) All all goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, convey, assign, and deliver to Purchaser, and Purchaser agrees to purchase, all of the business assets, properties, real or personal, and rights of every nature, kind and description, tangible and intangible, as reflected on the Closing Balance Sheet used or useable in the Seller Business, owned by, leased by, or in the possession of the Seller (the “"Assets”"), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “"Excluded Assets”") all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (the “"Inventory”") consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s 's business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“"Fixed Assets”"); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “"Intangible Property”"), including, without limitation, the rights to all brand names; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “"Know-how”"); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “"Proprietary Information”"); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoing; (h) All of Seller’s 's claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “"Contracts”"); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“"Accounts Receivable”"); (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the Business; (k) All interests in partnerships, joint ventures and other business associations relating to the Business; (l) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s 's claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreementset forth herein, at the Closing, Seller agrees to shall sell, assign, transfer, convey, assign, convey and deliver to PurchaserBuyer and its designated Affiliates, and Purchaser agrees to purchaseBuyer shall, and shall cause Buyer’s designated Affiliates to, purchase from Seller, free and clear of all Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the business assets, properties, real or personal, properties and rights of every kind and nature, kind and descriptionwhether real, personal or mixed, tangible and intangibleor intangible (including goodwill), as reflected on whether now existing or hereafter acquired (other than the Closing Balance Sheet Excluded Assets), which relate to, or are used or useable held for use in the Seller Businessconnection with, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (collectively, the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Purchased Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names;following: (da) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used all accounts or useable in the Business and owned notes receivable held by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of security, claim, remedy or other right related to any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business foregoing (“Accounts Receivable”); (jb) All all finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories owned by Seller on the Closing Date (“Inventory”) that are used or held for use in the operation or the conduct of the Business including those listed or described on Schedule 2.01(b) (“Transferred Inventory”), but excluding the Inventory necessary for the manufacturing of 7 Day Croissants from and after the Closing listed or described on Schedule 2.02(m) (the “Croissant Inventory”); (c) all Contracts, including Intellectual Property Licenses, set forth on Schedule 2.01(c) (the “Assigned Contracts”); (d) all Intellectual Property Assets, including those set forth on Schedule 2.01(d), together with the goodwill associated exclusively therewith (collectively, the “Transferred IP”); (e) all machinery, equipment, tools and molds, and spare parts inventory with respect thereto (“Equipment”), owned by Seller that are used or held for use in the operation or conduct of the Business, including without limitation, those set forth on Schedule 2.01(e) (the “Transferred Equipment”) but excluding those listed or described on Schedule 2.02(g); (f) the Yadkinville Facility; (g) to the extent legally transferable, all Permits, including Environmental Permits that are used or held for use in the operation or conduct of the Business or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Schedule 4.19(b) and Schedule 4.20(b) (the “Transferred Permits”); (h) all rights to any Actions of any nature available to or being pursued by Seller or any of its Affiliates solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise; (i) all prepaid itemsexpenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, bank accountscharges, certificated securitiessums and fees to the extent used or held for use in the operation or conduct of the Business, but excluding all refunds for Taxes as described in Section 2.02(l) and the items listed or described on Schedule 2.02(n); (j) to the extent legally transferable, all certificates of depositSeller’s rights under guaranties, warranties, indemnities and all promissory notes and other evidences of indebtedness and other similar assets relating rights against third parties to the Businessextent related to any Purchased Asset or any Assumed Liability; (k) All interests in partnershipsthe right to insurance benefits, joint ventures including rights and other business associations proceeds, arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities, except (i) for all insurance benefits, rights or modifications related to any Benefit Plan, and (ii) to the extent such proceeds represent a reimbursement to Seller for amounts paid by Seller with respect to the related claim; (l) All rights of Seller under express or implied warranties from all Uniform Product Codes (UPCs) for the suppliers of Seller with respect to the Assets to the extent transferable under Applicable LawProducts; (m) All proceeds under insurance all books and records, including, but not limited to, personnel records, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales and promotional literature, manuals, materials and records (including billing records, pricing history, total sales, terms and conditions of sale, sales and pricing policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and intellectual property files relating to the Transferred IP and the Intellectual Property Licenses, in each case limited to printed or written materials used or held for use in the operation or conduct of the Business but specifically excluding materials (except i) to the extent related to the Excluded Assets or the Excluded Liabilities, (ii) not reasonably separable from file documents, books or other records that do not relate exclusively to the Business, and (iii) otherwise described in Section 2.02(d) below (“Books and Records”); (n) all goodwill and the going concern value of the Business; and (o) All goodwill associated with all furniture, fixtures, vehicles, office equipment, supplies, computers and telephones that are used or held for use in the operation or the conduct of the Business other than as listed or Assets, together with the right to represent to third parties that Purchaser is the successor to the Businessdescribed on Schedule 2.02(o).

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller agrees to shall sell, assign, transfer, convey, assign, convey and deliver to Purchaserthe Buyer, and Purchaser agrees to purchasethe Buyer, in reliance on the representations, warranties and covenants of the Seller contained herein, shall purchase from the Seller, all of the business Seller’s right, title and interest in and to all assets, properties, real or personal, properties and rights of every nature, kind and description, whether tangible and or intangible, real, personal or mixed, accrued or contingent (including goodwill), wherever located and whether now existing or hereafter acquired prior to the Closing Date, primarily related to or used or held for use primarily in connection with the Business, as reflected the same shall exist on the Closing Balance Sheet used Date, whether or useable not carried or reflected on or specifically referred to in the Seller Business, owned by, leased by, Seller’s books or financial statements or in the possession of Schedules hereto, other than the Seller Excluded Assets (collectively, the “Purchased Assets”), except that the Assets shall not include in each case free and clear of any Encumbrances other than Permitted Encumbrances, including all of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller Seller’s right, title and shall not be sold or conveyed interest in and to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following, in each case to the extent primarily related to or used or held for use primarily in the Business: (a) Inventory, wherever located, used all assets recorded or useable in reflected on the Business Modified Balance Sheet (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are including assets such as Contracts to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded softwarewhich no value was attributed); (b) Fixed and other physical assetsall assets acquired by the Seller since the date of the Modified Balance Sheet which, wherever locatedhad they been held by the Seller on such date, used would have been recorded or useable in reflected on the Business consisting of Equipment, and fixtures Modified Balance Sheet (“Fixed Assets”including assets such as Contracts to which no value would have been attributed); (c) All Patents, Copyrights and Trademarks used all assets that would be recorded or useable in the Business, and all agreements of any nature whatsoever with respect to any reflected on a balance sheet of the foregoing (Business as of the “Intangible Property”), including, without limitation, the rights to all brand namesClosing Date prepared in accordance with GAAP; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by all Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”)Contracts; (e) All other trade secrets and proprietary information relating to the Businessall Seller Intellectual Property, including customer lists, market surveys tangible embodiments thereof and all agreements causes of any nature whatsoever with respect thereto (the “Proprietary Information”)action for infringement thereof; (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Lawall Data; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoingall Business Records; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”)Prepaid Items; (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business (“Accounts Receivable”);all Rights; and (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, the goodwill and all promissory notes going concern value and other evidences of indebtedness and other similar assets relating to intangible assets, if any, used primarily in the Business;; and (k) All interests in partnershipsall assets, joint ventures properties and other business associations relating rights of title set forth on Schedule 2.1(k). Notwithstanding the foregoing, the parties agree that the Seller is not selling, assigning, transferring, conveying or delivering to the Business; (l) All rights Buyer and the Purchased Assets shall not include, any of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

Purchase and Sale of Assets. Subject to the terms and conditions of this Agreementset forth herein, at the Closing, Seller agrees to shall sell, assign, transfer, convey, assign, convey and deliver to PurchaserBuyer, and Purchaser agrees to purchaseBuyer shall purchase from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the business assets, properties, real or personal, properties and rights of every kind and nature, kind and descriptionwhether real, personal or mixed, tangible or intangible (including goodwill), wherever located and intangiblewhether now existing or hereafter acquired (other than the Excluded Assets), as reflected on the Closing Balance Sheet which relate to, or are used or useable held for use in the Seller Businessconnection with, owned by, leased by, or in the possession of the Seller (the “Assets”), except that the Assets shall not include any of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller and shall not be sold or conveyed to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used or useable in the Business (collectively, the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded software; (b) Fixed and other physical assets, wherever located, used or useable in the Business consisting of Equipment, and fixtures (“Fixed Purchased Assets”); (c) All Patents, Copyrights and Trademarks used or useable in the Business, and all agreements of any nature whatsoever with respect to any of the foregoing (the “Intangible Property”), including, without limitation, the rights to all brand names;following: (da) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used all accounts or useable in the Business and owned notes receivable held by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”); (e) All other trade secrets and proprietary information relating to the Businessfor invoices billed after September 30, including customer lists2022, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”); (f) All right, title and interest of Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable Law; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of security, claim, remedy or other right related to any of the foregoing; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”); (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the Business foregoing (“Accounts Receivable”); (jb) All prepaid itemsall inventory, depositsfinished goods, bank accountsraw materials, certificated securitieswork in progress, all certificates of depositpackaging, and all promissory notes supplies, parts and other evidences of indebtedness and other similar assets relating to the Businessinventories (“Inventory”); (kc) All interests in partnershipsall Contracts, joint ventures and other business associations relating to including Intellectual Property Agreements, set forth on Section 2.01(c) of the BusinessDisclosure Schedules (the “Assigned Contracts”); (ld) All rights of Seller under express or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Lawall Intellectual Property Assets; (me) All proceeds under insurance policies all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) the “Tangible Personal Property”); (nf) All all Leased Real Property; (g) all Permits, including Environmental Permits, which are held by Seller and required for the conduct of Seller’s claims and causes of action against others relating to the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Section 4.17(b) and Section 4.18(b) of the Disclosure Schedules; (except h) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Excluded Business, the Purchased Assets or Excluded the Assumed Liabilities, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes); (j) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets; (k) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities; (l) originals, or where not available (or in the case of Tax Returns which Seller is required by applicable Law to retain), copies, of all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, Tax Returns and other related documents and supporting work papers and any other records relating to Taxes, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); and (om) All all goodwill associated with and the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to going concern value of the Business.

Purchase and Sale of Assets. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller agrees to shall sell, assign, transfer, convey, assign, convey and deliver to Purchaserthe Buyer, and Purchaser agrees to purchasethe Buyer, in reliance on the representations, warranties and covenants of the Seller Parties contained herein, shall purchase from the Seller, all of the business Seller’s right, title and interest, direct or indirect, in and to all assets, properties, real or personal, properties and rights of every nature, kind and description, whether tangible and or intangible, as real, personal or mixed, accrued or contingent (including goodwill), wherever located and whether now existing or hereafter acquired prior to the Closing Date, related to, used or held for use in connection with the Business, whether or not carried or reflected on the Closing Balance Sheet used or useable specifically referred to in the Seller Business, owned by, leased by, Seller’s books or financial statements or in the possession of Schedules hereto, other than the Seller Excluded Assets (collectively, the “Purchased Assets”), except that the Assets shall not include in each case free and clear of any Encumbrances other than Permitted Encumbrances, including all of the assets set forth on Schedule 2 hereto (the “Excluded Assets”) all of which shall be retained by Seller Seller’s right, title and shall not be sold or conveyed interest in and to Purchaser hereunder. Without limiting the generality of the preceding sentence, the Assets include the following: (a) Inventory, wherever located, used all assets recorded or useable in reflected on the Business Balance Sheet (the “Inventory”) consisting of inventory, merchandise, goods and other personal property that are held by or on behalf of Seller for sale or lease or are furnished or are including assets such as Contracts to be furnished under a contract of service, or that constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in Seller’s business or in the processing, production, packaging, promotion, delivery or shipping of the same, including all supplies and embedded softwarewhich no value was attributed); (b) Fixed and other physical assetsall assets acquired by the Seller since the date of the Balance Sheet which, wherever locatedhad they been held by the Seller on such date, used would have been recorded or useable in reflected on the Business consisting of Equipment, and fixtures Balance Sheet (“Fixed Assets”including assets such as Contracts to which no value would have been attributed); (c) All Patents, Copyrights and Trademarks used all assets that would be recorded or useable in the Business, and all agreements of any nature whatsoever with respect to any reflected on a balance sheet of the foregoing (Business as of the “Intangible Property”), including, without limitation, the rights to all brand namesClosing Date prepared in accordance with GAAP; (d) All inventions, discoveries, improvements, computer software, data, skill, expertise, procedures and processes used or useable in the Business and owned by Seller and all agreements of any nature whatsoever with respect thereto (the “Know-how”)Receivables; (e) All other trade secrets and proprietary information relating to the Business, including customer lists, market surveys and all agreements of any nature whatsoever with respect thereto (the “Proprietary Information”)Seller Contracts; (f) All right, title and interest of all Seller in and to Licenses, transferable permits, exemptions, approvals, franchises and privileges relating to the Business to the extent transferable under Applicable LawIntellectual Property; (g) All books, records, accounts, correspondence and other information which has been reduced to writing relating to or arising out of the Business, including accounting records, legal records, technical information and manuals, designs, blueprints, models, drawings, specifications, patterns and any computer record of any of the foregoingall Personal Property; (h) All of Seller’s claims and rights under all leases, contracts, agreements, and purchase and sales orders, whether written or oral, relating in any manner to the Business including, without limitation, those set forth on Schedule 6(k) hereto (collectively, the “Contracts”)Records; (i) All accounts owned or acquired by Seller including, accounts receivable, notes and notes receivable, other receivables, book debts and other forms of obligations to Seller and Letter of Credit Rights relating to the all Business (“Accounts Receivable”)Permits; (j) All prepaid items, deposits, bank accounts, certificated securities, all certificates of deposit, and all promissory notes and other evidences of indebtedness and other similar assets relating to the BusinessPrepaid Items; (k) All interests in partnerships, joint ventures and other business associations relating to the Business;all Rights; and (l) All rights of Seller under express the goodwill and going concern value and other intangible assets, if any, arising from or implied warranties from the suppliers of Seller with respect to the Assets to the extent transferable under Applicable Law; (m) All proceeds under insurance policies (excluding proceeds under insurance policies that relate to Excluded Assets or Excluded Liabilities) ; (n) All of Seller’s claims and causes of action against others relating to the Business (except to the extent related to the Excluded Assets or Excluded Liabilities); and (o) All goodwill associated with the Business or Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.