Common use of Assets to be Sold Clause in Contracts

Assets to be Sold. On the Closing Date, subject to the terms and conditions set forth herein, Seller shall, provided that all of the conditions set forth in Section 7 hereto have been satisfied, sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and take from Seller, in each case effective as of July 1, 2011 (the “Effective Date”), all of Seller’s right, title and interest in and to the following assets in clauses (a) through (f) below (collectively, the “Sold Assets”), free and clear of all liabilities, debts, mortgages, liens, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”), in each case, to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease); c. All of Seller’s right, title and interest in and to (i) any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with respect to the Sale Containers on or after the Effective Date; and e. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containers.

Assets to be Sold. On the Closing Date, subject to Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in Section 7 hereto have been satisfiedthis Agreement, at the Closing, Seller shall sell, convey, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall purchase and take acquire from Seller, in each case effective as free and clear of July 1, 2011 (the “Effective Date”)any encumbrances other than any permitted herein, all of Seller’s 's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following assets in clauses (the "Assets"): (a) through all tangible personal property, as listed in Exhibit "A" (the "Tangible Personal Property"); (b) all cash on deposit, cash equivalents and short-term investments on hand prior to consummation of this transaction, including those amounts received from a business forwhich Seller has agreed to provide PEO services("Clients") in connection with the performance by Clients of obligations under their PEO Contracts with Seller and for which Seller has a corresponding obligation that constitutes an Assumed Liability and all funds on deposit or in restricted accounts for the purpose of securing insurance coverage. (c) all accounts receivable, as listed in Exhibit "B" (the "Accounts Receivable"); (d) all contracts with customers and suppliers, as listed in Exhibit "C", which includes all outstanding offers or solicitations made by or to Seller to enter into any contract (the "Contracts"); (e) all Governmental Authorizations and all pending applications therefor or renewals thereof, as listed in Exhibit "D" (the "Governmental Authorizations"); (f) below all insurance programs being offered by Seller to its PEO (collectively, the “Sold Assets”), free and clear of all liabilities, debts, mortgages, liens, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectivelyProfessional Employer Organization) customers, as listed in Exhibit "E" (the “Sale Containers”; b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”), in each case, to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease"Insurance Programs"); c. All of Seller’s right, title and (g) all interest in and to securities owned of all subsidiary operations and corporations as listed in Exhibit "F": (h) all claims for refund of taxes and other governmental charges of whatever nature; and (i) any purchase agreement pursuant all data and records related to the operations of Seller, including client and customer lists and records, referral sources, market research reports, financial and accounting records, advertising materials, promotional materials, correspondence and other similar documents and records, which Seller acquired any shall be preserved by Buyer as provided in Paragraph 10.8, below; (j) all of the Sale Containersintangible rights and property of Seller, including intellectual property assets, telephone, telecopy and e-mail addresses and listings; (iik) warranties by the manufacturers or original sellers all claims of the Sale Containers, in each case, Seller against third parties relating to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with respect to the Sale Containers on or after the Effective DateAssets; and e. All books(1) all rights of Seller relating to deposits and prepaid expenses, files, papers, correspondence, databases, documents, records claims for refunds and other documentation thereof regarding any rights to offset in respect thereof. The transfer of the Sale Containers Assets pursuant to this Agreement shall not include the assumption of any liability related to the Assets unless Buyer expressly assumes that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containersliability herein.

Assets to be Sold. On the Closing Date, subject to the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in Section 7 hereto have been satisfiedthis Agreement, at Closing, Seller shall sell, assign, transfer, convey transfer and deliver assign to BuyerPurchaser, and Buyer Purchaser shall purchase and take receive from Seller, in each case effective as of July 1, 2011 (the “Effective Date”), all of Seller’s right, title and interest in and to the following properties, assets and rights (except the Excluded Assets as hereinafter defined) related to or used or held for use in clauses connection with the Location as the same may exist as of the Closing (ahereinafter defined) through (f) below (collectively, the “Sold Assets”): (a) Any real property owned or leased by Seller at the Location more particularly described on Schedule 1.1(a), free together with all buildings, improvements, easements and clear of all liabilities, debts, mortgages, liens, appurtenances thereon and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date thereto (each, a “Lease” and collectively, the “LeasesReal Property”), in each case, to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease); c. (b) All inventories of Seller’s rightmerchandise, title supplies and interest in and to (i) any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held motor fuels owned by Seller under a Lease to present at the extent Location at Closing (but only to collectively, the extent) that such security deposit relates to a Sale Container“Inventory”); d. (c) Any furniture, fixtures, equipment and other tangible personal property owned by Seller and now situated at the Real Property, which may include the items listed in Schedule 1.1(b) (collectively, the “Tangible Personal Property”); (d) All proceeds of motor fuel fixtures and equipment now attached to or used in connection with the Sale Containers to the extent accrued on or after the Effective Date, Real Property including, without limitation, payments of rentany petroleum pumps and dispensers, termination valuesunderground fuel storage tanks, casualty values canopies, fuel lines, fittings and insurance payments accrued with respect to the Sale Containers on or after the Effective Date; and e. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers that are maintained on behalf of Seller by CCC connections used in the ordinary course of business at the Real Property to receive, store and dispense motor fuels (collectively, the “Books and RecordsFuel Equipment”); ; (e) Except as otherwise provided, howeverto the extent that the same may be transferred pursuant to their respective terms and applicable laws, thatrules and regulations, any operating permits, underground storage tank notifications or registrations, if any, and other permits, licenses, filings and other governmental authorizations, agreements, contracts, and approvals; (f) Any plans and specifications, surveys, blueprints and drawings in Seller’s possession now or as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands Closing related solely to any buildings and improvements at the Location; and (“CAY”)g) Any and all rights, manages the Sale Containers for Buyer, then duties and in such event the Books and Records shall be maintained by and obligations of Seller as contained in the possession of CAY, except real estate lease contracts as otherwise directed by Buyer as owner of the Sale Containersset forth on Schedule 1.1(g) hereof.

Assets to be Sold. (a) On the Closing Date, and subject to the terms and conditions set forth hereinof this Agreement, Seller shall, provided that all of the conditions set forth in Section 7 hereto have been satisfied, shall sell, assign, assign and transfer, convey and deliver will cause the Selling Subsidiaries to Buyersell, assign and transfer, to Buyer shall purchase and take from Seller, in each case effective as of July 1, 2011 (the “Effective Date”), all of Seller’s and the Selling Subsidiaries’ right, title and interest in and to the following assets in clauses (a) through (f) below (collectively, the “Sold Purchased Assets”), free and clear of all liabilitiesLiens other than Permitted Liens, debts, mortgages, liens, and encumbrances except as set forth in this Agreement:provided herein. a. The Containers; such Containers being hereinafter referred to, collectively(b) Such transfers will be effected by Seller or one or more Selling Subsidiaries, as the “Sale Containers”; b. All rightcase may be, title and interest of the Seller in any lease transferring to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”)Buyer, in each case, to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged as shall be mutually agreed upon by Seller and agreed that containers owned by various persons may be subject to the terms of a Lease); c. All of Seller’s rightBuyer, title and interest in and pursuant to (i) any purchase agreement pursuant one or more bills of sale as shall be necessary to which Seller acquired any transfer to Buyer good and valid title to all the Acquired Assets other than Transferred Real Property, free and clear of all Liens other than Permitted Liens (the Sale Containers“Bills of Sale”), (ii) warranties by one or more assignment and assumption agreements as shall be necessary to assign and transfer to Buyer all the manufacturers Assumed Agreements (or original sellers of the Sale Containers, in each case, portions thereof relating to the extent Patient Monitoring Business or the Purchased Assets) to be assigned and transferred to Buyer at the Closing (but only to the extent) that such purchase agreement or warranty relates to a Sale Container“Contract Assignments”), and (iii) any security deposit(sthe Conveyancing Documents, (iv) held by Seller under a Lease one or more general assignments as shall be necessary to assign to Buyer all of the rights to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with respect to the Sale Containers on or after the Effective Date; and e. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers that are maintained on behalf of Seller by CCC in the ordinary course of business Transferred Trademarks (the “Books and RecordsTrademark Assignments”); provided, however, thatthat it shall be Buyer’s responsibility to prepare any applicable country trademark assignments and to record them, at its own expense, following execution by Seller (or the applicable Selling Subsidiaries), (v) one or more general assignments as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws shall be necessary to assign to Buyer all of the Cayman Islands rights to the Copyrights comprised in the Transferred Copyrights and Know-How (the “CAYCopyright and Know-How Assignments”); provided, manages the Sale Containers for Buyerhowever, then and in such event the Books and Records that it shall be maintained Buyer’s responsibility to prepare any applicable country copyright assignments and to record them, at its own expense, following execution by Seller (or the applicable Selling Subsidiaries), and in the possession of CAY, except (vi) one or more general assignments as otherwise directed by shall be necessary to assign to Buyer as owner all of the Sale Containersrights to the Transferred Patents (the “Patent Assignments” and, together with the Bills of Sale, the Contract Assignments, the Conveyancing Documents, the Trademark Assignments and the Copyright and Know-How Assignments, the “Asset Transfer and Assumption Agreements”); provided, however, that it shall be Buyer’s responsibility to prepare any applicable country-specific intellectual property assignments and to record them, at its own expense, following execution by Seller (or the applicable Selling Subsidiaries). (c) If any separate agreements are necessary for the sale, assignment and transfer of any Purchased Assets outside of the United States, such agreements shall be on terms wholly consistent with and as close as reasonably possible to the terms of this Agreement. Without limiting the foregoing, the parties shall arrange for such separate agreements providing for the sale, assignment and purchase of the Purchased Assets located in Belgium, France, Germany, the United Kingdom and the Netherlands to be prepared and entered into by the respective local Selling Subsidiaries and Buyer or its Affiliates prior to the Closing Date. Each party shall be responsible for its own legal costs in connection with this Section 2.2. (d) All risk of loss with respect to the Purchased Assets (whether or not covered by insurance) shall be on Seller up to and including the Closing Date, whereupon such risk of loss shall pass to Buyer.

Assets to be Sold. On the Closing Date, subject Subject to the terms and conditions set forth hereinof this Agreement, Seller shallhereby agrees to sell, provided that convey, assign, transfer and deliver to Purchaser at the Closing (as hereinafter defined) and Purchaser hereby agrees to acquire, for the consideration hereinafter provided, all of the conditions set forth assets, properties, rights, titles and privileges of Seller of every kind, character and description, whether tangible, intangible, real, personal or mixed, of whatever description and wherever located, involved in, related to, owned, used or held for use or useful in Section 7 hereto have been satisfiedconnection with the ownership, sell, assign, transfer, convey use or operation of the System and deliver to Buyer, and Buyer shall purchase and take from Seller, in each case effective as all other assets of July 1, 2011 (the “Effective Date”), all of Seller’s right, title and interest in and Seller relating to the following assets System whether or not required to be listed on Seller's balance sheet in clauses (a) through (f) below (collectively, the “Sold Assets”), free and clear of all liabilities, debts, mortgages, liens, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”), in each case, to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease); c. All of Seller’s right, title and interest in and to (i) any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Dateaccordance with generally accepted accounting principles, including, without limitation, payments of rentall additions, termination values, casualty values accessions and insurance payments accrued with respect substitutions made prior to the Sale Containers Closing as permitted pursuant to the terms of this Agreement (collectively, the "Assets"), but excluding the Excluded Assets (defined below) and assets disposed of by Seller between the date hereof and the Closing Date on or after the Effective Date; and e. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers that are maintained on behalf of Seller by CCC an arms' length basis in the ordinary course of business business. The Assets include, without limitation, the following: (a) all of the real property interests of Seller relating to the System (collectively, the "Real Property"); (b) all items of tangible personal property owned, used, held for use or useful by Seller in the operation of the System, including, without limitation, all equipment relating to the System (collectively, the "Equipment"); and (c) all the rights of Seller under any and all franchises, licenses (including those required by the FCC), permits, authorizations, easements, registrations, leases, variances, consents and certificates and similar rights which authorize or are required in connection with the operation of the System, including any applications for any of the foregoing (collectively, the "Governmental Permits") that are obtained from or are pending with any federal, state, county, municipal, local or foreign government and any governmental agency, bureau, commission, authority, body, court (or other judicial body), administrative or executive agency, legislative or quasi-legislative body, commission, council or other agency, including any such agency, authority or body responsible for the issuance or administration of any Governmental Permit or whose consent is required for the sale and transfer of the Assets (each, a "Governmental Authority") and all subscription contracts with subscribers of Seller relating to the System, pole attachment agreements, access agreements and all other contracts, leases, agreements or undertakings (other than those that are included in the Excluded Assets or which constitute Governmental Permits), written or oral, relating to the ownership, operation or maintenance of the System and/or the Assets (the “Books and Records”"Contracts"); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containers.

Assets to be Sold. On the Closing Date, subject to Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in Section 7 hereto have been satisfiedthis Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall purchase and take acquire from Seller, in each case effective as free and clear of July 1, 2011 (the “Effective Date”)any Liens other than Permitted Liens, all of Seller’s right, title and interest in and to the following property and assets of Seller used in clauses the Business (but excluding the Excluded Assets): (a) through all Tangible Personal Property set forth on Schedule 2.1(a); (b) all Inventories set forth on Schedule 2.1(b); (c) those Seller Contracts (including related customer purchase orders and Seller purchase orders to suppliers) set forth on Schedule 2.1(c); (d) all customer Proposals for products in the Product Line set forth on Schedule 2.1(d); (e) all data and records related Primarily to the Business, including client and customer lists and records, referral sources, research and development reports and records, production reports and records, service and warranty records, equipment logs, operating guides and manuals, product designs, drawings, and schematics, financial and accounting records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records and other records set forth on Schedule 2.1(e); (f) below those intangible rights and property of Seller licensed to Buyer pursuant to the License Agreement and all of the other intangible rights and property of Seller Primarily relating to the Business, including Seller’s Intellectual Property assets, Intellectual Property Rights, going concern value and goodwill and Trademarks Primarily related to the Product Line (collectively, other than the C-COR name and other Excluded Assets) and those items set forth on Schedule 2.1(f) (the “Sold Intellectual Property Assets”); (g) all insurance benefits, free including rights and clear proceeds, arising from or relating to the Assets (as defined below) or the Assumed Liabilities prior to the Effective Time, unless expended in accordance with this Agreement; (h) all claims of Seller against third parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent, including all such claims set forth on Schedule 2.1(h); (i) a pro rata portion of all liabilitiesrights of Seller relating to deposits (i.e., debtsthe amount of any such deposits which has not been earned by Seller prior to Closing), mortgages, liensall prepaid expenses, and encumbrances except as set forth all claims for refunds and rights to offset in this Agreement:respect of the Business that are not excluded under Section 2.2(f); a. The Containers(j) other than the accounts receivable for the Excluded Orders and customer orders where the goods are shipped but not invoiced, any accounts receivable arising from the Business which Seller has not actually earned prior to the Closing Date, including accounts receivable for services not yet performed; such Containers being hereinafter and (k) miscellaneous manufacturing tools and supplies, and all other assets and personal properties of Seller used Primarily in the Business and necessary for the manufacture, maintenance, support and sustaining engineering of the Product Line. All of the property and assets to be transferred to Buyer hereunder are herein referred to, collectively, to collectively as the “Sale Containers”; b. All rightAssets.” Notwithstanding the foregoing, title and interest the transfer of the Seller in Assets pursuant to this Agreement shall not include the assumption of any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”), in each case, Liability related to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed Assets unless Buyer expressly assumes that containers owned by various persons may be subject to the terms of a Lease); c. All of Seller’s right, title and interest in and to (i) any purchase agreement Liability pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with respect to the Sale Containers on or after the Effective Date; and e. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale ContainersSection 2.4.

Assets to be Sold. On the Closing Date, subject to Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in Section 7 hereto have been satisfiedthis Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall purchase and take acquire from Seller, in each case effective as of July 1, 2011 (the “Effective Date”), all of Seller’s right, title and interest in and to the following assets in clauses (a) through (f) below (collectively, the “Sold Assets”), free and clear of any Encumbrances other than Permitted Encumbrances, all liabilities, debts, mortgages, liens, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”), in each case, to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease); c. All of Seller’s 's right, title and interest in and to (i) any purchase agreement pursuant to which Seller acquired all personal property and assets located at any of the Sale ContainersFacilities and used in connection with or otherwise relating to the business of the Division, and (ii) warranties by all other personal property and assets, tangible and intangible, of every kind and description, wherever located, used solely in connection with the manufacturers or original sellers business of the Sale ContainersDivision, including in each case the following (but excluding the Excluded Assets): (a) all Tangible Personal Property; (b) all Inventories; (c) all Accounts Receivable; (d) all Seller Contracts, and all outstanding offers or solicitations made by or to Seller to enter into any Contract relating solely to the business of the Division; (e) all Governmental Authorizations relating to the business of the Division and all pending applications therefor or renewals thereof, in each case, case to the extent transferable to Buyer; (but only f) all data and Records related to the extentbusiness of the Division, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(f); (g) that such purchase agreement all of the intangible rights and property of Seller used in connection with or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease otherwise relating to the extent (but only to the extent) that such security deposit relates to a Sale ContainerDivision, including Intellectual Property Assets, going concern value, goodwill and telephone and telecopy addresses and listings; d. All proceeds (h) all rights of Seller relating to deposits and prepaid expenses of the Sale Containers Division, claims for refunds and rights to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with offset in respect to the Sale Containers on or after the Effective Datethereof that are not excluded under Section 2.2(g); and e. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containers.

Assets to be Sold. On Seller shall deliver to Buyer at the Closing Date, subject to the terms and conditions set forth herein, Seller shall, provided that an Absolute Bill of Sale for all Assets. A complete list of all of the conditions set forth in Section 7 hereto have been satisfiedassets which are subject to this sale, sellare attached to this Agreement as Exhibit “A”. Seller warrants that it has, assignor will at the closing of this transaction, transfer, convey good and deliver to Buyer, and Buyer shall purchase and take from Seller, in each case effective as of July 1, 2011 (the “Effective Date”), all of Seller’s right, title and interest in and to the following assets in clauses (a) through (f) below (collectively, the “Sold Assets”)marketable title, free and clear of all liabilitiesliens and encumbrances, debtsexcept any liens or encumbrances disclosed herein, mortgages, liens, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”), in each case, to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease); c. All of Seller’s right, title and interest in and to (i) any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with respect to the Sale Containers items to be listed on Exhibit “A”. Buyer shall receive a copy of the Exhibit “A” at the time of execution of this contract and, as of execution of this contract, acknowledge that all of the assets contained on Exhibit “A” are the assets of personal property and assets to be transferred by Seller pursuant to this agreement, which shall include a disclaimer of all warranties, expressed, implied or statutory. Buyer shall have ten (10) business days after receipt of Exhibit “A”, within which to cancel this Contract after which all parties shall be discharged from all further liability under the Effective Date; and e. All booksterms of this contract. Assets shall also include all (i) trademarks, filesservice marks, papersbrand names, correspondencecertification marks, databasescollective marks, documentsd/b/a’s, records domain names, logos, symbols, trade dress, assumed names, fictitious names, trade names, and other documentation thereof regarding any indicia of origin, all applications and registrations for the Sale Containers that are maintained on behalf foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of Seller by CCC in the ordinary course of business same (the collectively, “Books Trademarks”): (ii) inventions and Recordsdiscoveries, whether patentable or not, and all patents, registrations, invention disclosures and applications therefor, including divisions, continuations, continuations-in-part and renewal applications, and including renewals, extensions and reissues (collectively, “Patents”); provided(iii) trade secrets, howeverand know-how, thatincluding processes, as long as CCC’s affiliateschematics, Cronos Containers business methods, formulae, drawings, prototypes, models, designs, customer lists and supplier lists (Cayman) Ltd.collectively, a company organized and existing under the laws of the Cayman Islands (“CAYTrade Secrets”); (iv) published and unpublished works of authorship, manages the Sale Containers for Buyerwhether copyrightable or not (including without limitation databases and other compilations of information), then including mask rights and in such event the Books computer “software, copyrights therein and Records shall be maintained thereto, registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof (collectively, “Copyrights”); (v) any other intellectual property or proprietary rights; and (vi) all formulas, recipes, binders, processes, techniques, discoveries and applications relating to fire inhibiting and fire extinguishing products, including, by way of example, all formulas, recipes, binders, processes, techniques, discoveries and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containersapplications related to Sellers product lines.

Assets to be Sold. On the Closing Date, subject to Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in Section 7 hereto have been satisfiedthis Agreement, at the Closing, Seller shall sell, convey, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall purchase and take acquire from Seller, in each case effective as free and clear of July 1, 2011 (the “Effective Date”)any encumbrances other than any permitted herein, all of Seller’s 's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following assets in clauses (the "Assets"): (a) through all tangible personal property, as listed in Exhibit "A" (the "Tangible Personal Property"); (b) all cash on deposit, cash equivalents and short-term investments on hand prior to consummation of this transaction, including those amounts received from a business forwhich Seller has agreed to provide PEO services("Clients") in connection with the performance by Clients of obligations under their PEO Contracts with Seller and for which Seller has a corresponding obligation that constitutes an Assumed Liability and all funds on deposit or in restricted accounts for the purpose of securing insurance coverage. (c) all accounts receivable, as listed in Exhibit "B" (the "Accounts Receivable"); (d) all contracts with customers and suppliers, as listed in Exhibit "C", which includes all outstanding offers or solicitations made by or to Seller to enter into any contract (the "Contracts"); (e) all Governmental Authorizations and all pending applications therefor or renewals thereof, as listed in Exhibit "D" (the "Governmental Authorizations"); Asset Purchase Agreement 10/06/03 TRSG and Asmara (f) below all insurance programs being offered by Seller to its PEO (collectively, the “Sold Assets”), free and clear of all liabilities, debts, mortgages, liens, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectivelyProfessional Employer Organization) customers, as listed in Exhibit "E" (the “Sale Containers”; b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”), in each case, to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease"Insurance Programs"); c. All of Seller’s right, title and (g) all interest in and to securities owned of all subsidiary operations and corporations as listed in Exhibit "F": (h) all claims for refund of taxes and other governmental charges of whatever nature; and (i) any purchase agreement pursuant all data and records related to the operations of Seller, including client and customer lists and records, referral sources, market research reports, financial and accounting records, advertising materials, promotional materials, correspondence and other similar documents and records, which Seller acquired any shall be preserved by Buyer as provided in Paragraph 10.8, below; (j) all of the Sale Containersintangible rights and property of Seller, including intellectual property assets, telephone, telecopy and e-mail addresses and listings; (iik) warranties by the manufacturers or original sellers all claims of the Sale Containers, in each case, Seller against third parties relating to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with respect to the Sale Containers on or after the Effective DateAssets; and e. All books(1) all rights of Seller relating to deposits and prepaid expenses, files, papers, correspondence, databases, documents, records claims for refunds and other documentation thereof regarding any rights to offset in respect thereof. The transfer of the Sale Containers Assets pursuant to this Agreement shall not include the assumption of any liability related to the Assets unless Buyer expressly assumes that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containersliability herein.

Assets to be Sold. On the Closing Date, subject to Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in Section 7 hereto have been satisfiedthis Agreement, effective as of the Effective Time, each Seller hereby agrees to sell, convey, assign, transfer, convey transfer and deliver to Buyer or to Buyer’s Affiliate pursuant to the terms of a Local Country Purchase Agreement, and Buyer shall hereby agrees, either on its behalf or on behalf of its Affiliate pursuant to a Local Country Purchase Agreement, to purchase and take acquire from each Seller, in each case effective as of July 1, 2011 (the “Effective Date”), all of Seller’s right, title and interest in and to the following assets in clauses (a) through (f) below (collectively, the “Sold Assets”), free and clear of any Encumbrances other than Permitted Encumbrances, all liabilitiesrights, debtstitle and interests in and to all property and assets (real, mortgagespersonal or mixed, lienstangible and intangible) of every kind and description, and encumbrances except wherever located, owned, held or used in the conduct of the Business by such Seller, but excluding the Excluded Assets (all such assets to be transferred to Buyer or Buyer’s Affiliate, as set forth in this Agreement: a. The Containers; such Containers applicable, hereunder or pursuant to a Local Country Purchase Agreement being hereinafter herein referred to, collectively, to collectively as the “Sale Containers”; b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “LeasesAcquired Assets”), in each caseincluding, except to the extent constituting Excluded Assets, the following: (a) all interests of each Seller in real property, including the Owned Real Property listed on Schedule 3.7 and the Leased Real Property listed on Schedule 3.8; (b) all Tangible Personal Property, including those items described in Schedule 2.1(b), but only excluding the items described in Schedule 2.2(i); Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the extentomitted portions marked [***]. (c) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease)all Inventories; c. All of Seller’s right(d) all Accounts Receivable; (e) except as provided in Section 2.2(e), title all Seller Contracts, including those listed in Schedule 3.20(a), and interest all outstanding sale orders, bids, offers or solicitations made by or to such Seller to enter into any Contract; (f) all issued and outstanding equity interests in GES Vietnam; (g) all Governmental Authorizations and to (i) any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by the manufacturers all pending applications therefor or original sellers of the Sale Containersrenewals thereof, in each case, case to the extent transferable to Buyer (but only if any Governmental Authorization cannot be transferred, such Seller agrees to the extent) that cooperate with and reasonably assist Buyer in obtaining such purchase agreement or warranty relates to a Sale ContainerGovernmental Authorization), including all Permits and (iii) any security deposit(s) Environmental Permits, which are held by Seller under a Lease to Sellers and required for the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds conduct of the Sale Containers to Business as currently conducted or for the extent accrued on or after ownership and use of the Effective DateAcquired Assets, including, without limitation, payments of rent, termination values, casualty values those listed in Schedule 3.17(a); (h) all data and insurance payments accrued with respect Records related to the Sale Containers on operations of such Seller, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records; (i) all of the Intellectual Property owned or after licensed by Sellers, any and all accompanying intangible rights of Sellers, including (i) all Intellectual Property Rights and Licensed Rights (ii) going concern value and (iii) goodwill, and those items listed in Schedules 3.25(a) and 3.25(d). (j) all insurance benefits, including rights and proceeds, arising from or relating to the Acquired Assets or the Assumed Liabilities prior to the Effective DateTime, unless expended in accordance with this Agreement; (k) all goodwill relating to the Business and the Acquired Assets and all rights to enforce covenants of employees of the Business regarding noncompetition, nonsolicitation, proprietary rights, intellectual property and confidentiality agreements; (l) all claims of such Seller against any other Person and relating to the Business or the Acquired Assets, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent; and e. All books(m) all rights of such Seller relating to deposits and prepaid expenses, filesclaims for refunds and rights to offset in respect thereof. Notwithstanding the foregoing, papers, correspondence, databases, documents, records and other documentation thereof regarding the transfer of the Acquired Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Business or any of the Sale Containers Acquired Assets unless Buyer expressly assumes that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”Liability pursuant to Section 2.4(a); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containers.

Assets to be Sold. On the Closing Date, subject to Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in Section 7 hereto have been satisfiedthis Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer, convey transfer and deliver to Buyer (or Buyer’s assignee as permitted by Section 13.10), and Buyer (or Buyer’s assignee) shall purchase and take acquire from Seller, in each case effective as free and clear of July 1, 2011 (the “Effective Date”)any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, belonging to Seller and used exclusively in the Businesses, including the following assets in clauses (but excluding the Excluded Assets): (a) through all Tangible Personal Property used exclusively in connection with the Businesses which is listed on Exhibit 2.1(a); (b) all Accounts Receivable which represent amounts owed by Customers for services to be provided by Buyer subsequent to the Effective Time; (c) all of Seller’s Administrative Agreements, including any prepaid expenses thereunder; (d) all of Seller’s Service Agreements; (e) all rights relating to deposits and claims for refunds and rights to offset in respect thereof in connection with the Businesses, including but not limited to those listed on Exhibit 2.1(e); (f) below (collectively, all Governmental Authorizations used exclusively in connection with the “Sold Assets”), free Businesses and clear of all liabilities, debts, mortgages, liens, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”)pending applications therefor or renewals thereof, in each casecase to the extent transferable to Buyer, which are listed on Exhibit 3.15(b); (g) all Customer lists, Customer and client files and billing records and invoices, referral sources, production reports, equipment logs, operating guides and manuals, creative materials, advertising materials, promotional materials, studies, reports and other similar documents relating exclusively to the Businesses or the Assets, copies of all financial and accounting records related exclusively to the Businesses since January 1, 2003, and, subject to Legal Requirements, copies of all personnel Records of those Active Employees of Seller hired by Buyer as a result of this Agreement; (h) all of the intangible rights and property of Seller used exclusively in connection with the Businesses, including Intellectual Property Assets and Software (including the Results System), technical documentation related thereto, going concern value, goodwill, telephone, telecopy, the xxx.xxxxxxxxxx.xxx domain name, and e-mail addresses and listings and those items listed in Sections 3.7(a), including the names “Advanced HR Solutions” and “SIS”, to the extent (of Seller’s rights thereto, but only not the Table of Contents name “Sheakley-Uniservice” or any other name incorporating “Sheakley” which shall be licensed on a limited basis pursuant to the extentTransition Services Agreement; (i) all claims of each Sale Container subject Seller against third parties relating exclusively to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease)Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent; c. All (j) all of Seller’s right, title and interest in and to (i) any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with respect to the Sale Containers on or after the Effective DateReal Property Leases; and e. (k) all other properties and assets of every kind, character and description, tangible or intangible, owned by Seller and used or held for use exclusively in connection with the Businesses. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers that property and assets to be transferred to Buyer hereunder are maintained on behalf of Seller by CCC in the ordinary course of business (herein referred to collectively as the “Books and Records”); providedAssets.” Notwithstanding the foregoing, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws transfer of the Cayman Islands (“CAY”Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containers.

Assets to be Sold. On the Closing Date, subject to (a) Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in Section 7 hereto have been satisfiedthis Agreement, sellSeller hereby sells, assignconveys, transferassigns, convey transfers and deliver delivers the Assets and assign the Assumed Liabilities to Buyer, and Buyer shall purchase hereby purchases and take acquires from Seller, in each case effective as the Assets and assume the Assumed Liabilities, for the Purchase Price. (b) Seller hereby sells, conveys, assigns, transfers and delivers to Buyer and Buyer hereby purchases and acquires from Seller, free and clear of July 1, 2011 (the “Effective Date”)any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to the following assets in clauses (a) through (f) below Business, including substantially all of Seller’s property and assets, whether real, personal or mixed, tangible and intangible, of every kind and description, wherever located other than the Excluded Assets (collectively, the “Sold Assets”), free and clear of which include the following: (i) all liabilities, debts, mortgages, liens, and encumbrances except as Real Property Leases set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as Section 3.8 of the “Sale Containers”Disclosure Schedule; b. All right(ii) all Tangible Personal Property; (iii) all Inventories; (iv) all Accounts Receivable; (v) to the extent assignable by Seller after the Closing Date, title and interest all Assumed Contracts, including those listed in Section 3.20(a) of the Seller in any lease to which any Sale Container is subject on the Effective Date Disclosure Schedule; (each, a “Lease” vi) all Governmental Authorizations and collectively, the “Leases”)all pending applications therefor or renewals thereof, in each case, case to the extent transferable to Buyer under applicable Legal Requirement, including those listed in Section 3.17(b) of the Disclosure Schedule, except for Governmental Authorizations solely relating to ownership of the Excluded Assets or relating to any Seller’s existence or good standing; (but only vii) all data and Records related to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease); c. All operations of Seller’s right, title and interest in and to (i) any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitationthose relating to client and customer lists, payments of rentreferral sources, termination valuesresearch and development reports, casualty values production reports, service and insurance payments accrued with respect to the Sale Containers on or after the Effective Date; and e. All bookswarranty, filesequipment logs, papersoperating guides and manuals, correspondencefinancial and accounting, databasescreative materials, documentsadvertising materials, records promotional materials, studies, reports, correspondence and other documentation thereof regarding any similar documents and, subject to Legal Requirements, copies of the Sale Containers that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books all personnel Records and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and other Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containers.described in

Assets to be Sold. On the Closing Date, subject to Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in this Agreement, at the Closing (as defined in Section 7 hereto have been satisfied1.6 below), Seller shall sell, convey, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall purchase and take acquire from Seller, in each case effective free and clear of any charge, claim, equitable interest, lien, option, pledge, security interest, mortgage, encroachment, or restriction of any kind (an “Encumbrance”), other than any Encumbrance identified on Annex A as of July 1, 2011 acceptable to Buyer (the a “Effective DatePermitted Encumbrance”), all of Seller’s rightproperty and assets, title real, personal or mixed, tangible and interest intangible, of every kind and description, wherever located, belonging to Seller and used in the conduct of the Seller’s private investigations and to security consulting business (the “Business”), including the following assets in clauses (but excluding the Excluded Assets): (a) through all leasehold interest in all real property leased or used by Seller (f) below (collectively, the “Sold AssetsReal Property”), free and clear of including the Real Property described in Schedule 2.6; (b) all liabilitiesequipment, debtsfurniture, mortgagesoffice equipment, lienscomputer hardware, supplies, materials, vehicles, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as other items of tangible personal property (other than inventory) of every kind owned or leased by Seller (the “Sale Containers”; b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “LeasesTangible Personal Property”), including those items described in each case, to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a LeaseSchedule 2.7(b); c. All (c) all trade accounts receivable and all other accounts or notes receivable of Seller’s right, title and interest in and to Seller (the “Accounts Receivable”); (d) any oral or written contracts or agreement (i) any purchase agreement pursuant to under which Seller acquired has or may acquire any of the Sale Containersrights or benefits, (ii) warranties under which Seller has or may become subject to any obligation or liability, or (iii) by the manufacturers which Seller or original sellers any of the Sale ContainersAssets is or may become bound (any such contract or agreement, a “Seller Contract”), including those Seller Contracts listed on Schedule 2.14; (e) all Governmental Authorizations (as defined in Section 2.11(b)) and all pending applications therefor or renewals thereof, in each case, case to the extent transferable to Buyer; (but only f) all data and records related to the extent) that such purchase agreement or warranty relates to a Sale Containeroperations of Seller, and copies of all records referenced in Section 1.2(e) below; (iiig) all of the intangible rights and property of Seller, including the Intellectual Property Assets (as defined in Section 2.16) and the Proprietary Assets (as defined in Section 2.16), going concern value, goodwill, telephone, telecopy, and e-mail addresses, websites, domain names, and listings including the name “SafirRosetti, LLC,” abbreviations thereof, and Safir Xxxxxxx LLC (it being understood among the parties that Buyer is not purchasing or have any security deposit(srights thereto of the individual names “Safir” and/or “Xxxxxxx”); (h) held by Seller under a Lease all insurance benefits, including rights and proceeds, arising from or relating to the extent (but only Assets prior to the extent) that such security deposit relates to a Sale ContainerClosing Date; d. All proceeds (i) all claims of the Sale Containers Seller against third parties relating to the extent accrued on or after the Effective DateAssets; (j) all cash and cash equivalents and all securities and short term investments; (k) all rights of Seller relating to deposits and prepaid expenses, including, without limitation, payments of rent, termination values, casualty values claims for refunds and insurance payments accrued with rights to offset in respect to the Sale Containers on or after the Effective Datethereof which are not excluded under Section 1.2(f); and e. (l) all other properties and assets of every kind, character and description, tangible or intangible, of every kind and description, owned by Seller, whether or not similar to the items specifically set forth above. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers that property and assets to be transferred to Buyer hereunder are maintained on behalf of Seller by CCC in the ordinary course of business (referred to collectively as the “Books and RecordsAssets”); provided. Notwithstanding the foregoing, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws transfer of the Cayman Islands (“CAY”Assets pursuant to this Agreement will not include the assumption of any liability or obligation in respect thereof unless the Buyer expressly assumes such liability or obligation pursuant to Section 1.4(a), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containers.

Assets to be Sold. On the Closing Date, subject to Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in Section 7 hereto have been satisfiedthis Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall purchase and take acquire from Seller, in each case effective free and clear of any Encumbrances (except as of July 1, 2011 (to Appurtenances to the “Effective Date”)extent provided for elsewhere herein) other than Permitted Encumbrances, all of Seller’s 's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following assets in clauses (but excluding the Excluded Assets): (a) through all Real Property and all Appurtenances; (b) all Tangible Personal Property; (c) all Inventories; (d) all Accounts Receivable and Unbilled Customer Revenue; (e) all Seller Contracts and all outstanding offers or solicitations made by or to Seller to enter into any Contract; (f) below (collectively, the “Sold Assets”), free all Governmental Authorizations and clear of all liabilities, debts, mortgages, liens, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”)pending applications therefor or renewals thereof, in each case, case to the extent transferable to Buyer; (but only g) all data and Records related to the extentoperations of Seller, including client and customer lists and Records, all personnel records (provided that Seller shall have reasonable access thereto) of each Sale Container referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease)Legal Requirements; c. All (h) all of the intangible rights and property of Seller’s right, title including Intellectual Property assets, the trade name, "Florida Water Services", going concern value, goodwill, telephone, telecopy and interest in e-mail addresses and to listings; (i) any purchase agreement pursuant all claims of Seller against third parties relating to the Assets, whether choate or inchoate, known or unknown, contingent or non-contingent; xxx (j) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof and that are not excluded under Section 2.2, and not including Seller letters of credit for which the Seller acquired any is an applicant. All of the Sale Containers, (ii) warranties by property and assets to be transferred to Buyer hereunder are herein referred to collectively as the manufacturers "Assets" or original sellers of the Sale Containers, in each case, "Assets to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with respect to the Sale Containers on or after the Effective Date; and e. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale ContainersSold".

Assets to be Sold. On the Closing Date, subject Subject to the terms and conditions set forth hereinin this Agreement, Seller shall, provided that all of at the conditions set forth Closing (as defined in Section 7 hereto have been satisfied, 6.1 hereof) Seller shall sell, assign, transfer, convey convey, assign and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase and take acquire from Seller, in each case effective as of July 1, 2011 (the “Effective Date”), all of Seller’s right, title and interest in and to Seller’s assets (wherever located, tangible and intangible, real, personal or mixed, whether known or unknown and whether or not carried on the following assets books and records of Seller) that are solely used in clauses the Training Business, and the Training Business (aand the goodwill associated therewith) through as a going concern (f) below (collectively, the “Sold Assets”), free and clear of all liabilitiesincluding, debts, mortgages, liens, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred but not limited to, collectivelythe following, but excluding the Excluded Assets (as defined in Section 1.3 hereof) and excluding any liabilities associated with the “Sale Containers”; b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”), in each case, to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease); c. All of Seller’s right, title and interest in and to (i) any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective DateAssets, including, without limitation, payments of rentany employment or severance contracts/arrangements, termination valuesbuy and sell agreements, casualty values real estate or equipment finance leases, mortgages, secured or unsecured indebtedness, all tax liabilities, ongoing utility and insurance payments maintenance expenses, vacation liabilities and any other amounts accrued with respect to the Sale Containers on or after benefit of Seller’s employees (hereinafter, the Effective Date; and“Liabilities”), for all of which Liabilities Seller shall remain solely and exclusively responsible: e. All books(a) all of Seller's rights under all contracts, agreements, arrangements, commitments, instruments and understandings ("Contracts") to which Seller is a party which relate solely to the Training Business; (b) all of Seller's records, files, papersbooks, correspondencedocuments as they pertain to the Training Business, databasesthe current ICM Education 800 number, documentsthe current ICM Education web site and, records to the extent legally possible, all related manufacturer/vendor certifications and authorizations and other documentation thereof regarding any data relating solely to the Training Business; (c) all of Seller's confidential data as it relates solely to the Sale Containers Training Business; (d) all municipal, state and federal franchises, permits, licenses and authorizations held or used by Seller as they relate solely to the Training Business; (e) all of Seller's copyrights, trademarks, service marks, trade names, domain names and URLS related to the Training Business, it being understood and agreed that Seller shall, at Seller’s sole expense, execute all such documents and take all such actions as are maintained on behalf necessary or appropriate to effectuate the assignment to Purchaser of Seller by CCC all of Seller’s rights, title and interests (hereinafter, “Intellectual Property Rights”) in and to the ordinary course of business (the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containersaforementioned.

Assets to be Sold. On Subject to Section 2.2, the Closing Dateother provisions of this Agreement and the Approval Order, subject to the terms and conditions set forth hereinat Closing, Seller shallSellers shall sell, provided that all of the conditions set forth in Section 7 hereto have been satisfied, sellconvey, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall purchase purchase, acquire, and take from Seller, in each case effective as of July 1, 2011 (the “Effective Date”), all of Seller’s right, title and interest in and to accept the following assets in clauses (a) through (f) below and rights (collectively, the “Sold "Assets”"), free and clear of all liabilities, debts, mortgages, liens, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All right, title (a) With respect to 79 superstores and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date 23 specialty stores (each, a “Lease” and collectively, the “Leases”"Subject Stores"), the leases or subleases and all amendments thereto under which each Seller is a lessor or lessee or sublessor or sublessee of real property relating to the operation of the Business (collectively, the "Real Property Leases") and any real property which is owned by such Seller (including two of the superstore Subject Stores and the Birmingham, Alabama corporate headquarters) and which is used in the operation of the Business (the "Owned Real Property"), each caseas listed on Schedule 2.1(a); (b) The equipment leases which relate to equipment used in the operation of the Business (the "Equipment Leases") and are listed on Schedule 2.1(b); (c) The furniture, fixtures, equipment, machinery, supplies, computer hardware and software and other tangible personal property owned by each Seller and pertaining to the operation of the Business, including equipment related to Sellers' satellite dish networks and the production studio located at Sellers' Birmingham, Alabama headquarters (collectively, the "Equipment"), and all warranties, if any, express or implied, existing for the benefit of such Seller in connection with the Equipment to the extent transferable; (d) Any licenses, permits, franchises and other authorizations of any Governmental Entity relating to the Assets and to the operation of the Business (collectively, the "Permits") including, but not limited to, the Permits listed on Schedule 2.1(d), to the extent the same are transferable or assignable; (but only e) The contracts and agreements of the Sellers which pertain to the extentoperation of the Business and are listed on Schedule 2.1(e) of each Sale Container subject to (collectively, the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease"Assumed Contracts"); c. All (f) The merchandise inventory held for sale by Sellers, located at the Subject Stores and at the 15 stores listed on Schedule 2.1(f) (collectively, the "Inventory"), and all warranties, if any, express or implied, existing for the benefit of Seller’s right, title and interest Sellers in and to (i) any purchase agreement pursuant to which Seller acquired any of connection with the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each caseInventory, to the extent transferable; (but only g) Any books, records, files or papers of Sellers, whether in hard copy or computer format, relating to the extent) that such purchase agreement Assets or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds operation of the Sale Containers to the extent accrued on or after the Effective DateBusiness, including, without limitation, payments management information systems or software, engineering information, sales and promotional literature, manuals and data, sales and purchase correspondence, personnel and employment records, Tax records and returns, customer lists, vendor lists, catalogs, research material, technical information, trade secrets, technology, know-how, specifications, designs, drawings, processes and quality control data, if any, or any other intangible property and applications for the same; (h) Any of rentSellers' right, termination valuestitle or interest in or to any of Sellers' packaging designs or trade dresses, casualty values any derivatives or combinations thereof, any patents, patent registrations, patent applications, trademarks, trademark registrations, trademark applications, tradenames, copyrights, copyright applications, or copyright registrations, web sites, URL addresses, registrations, intranet networks, customer databases (including with respect to "family plan" program and Sellers' websites) and all hardware, software or systems supporting the foregoing, including, without limitation, the names Just for Feet, Athletic Attic, Imperial Sports and Sneaker Stadium (collectively, the "Intellectual Property"), including, but not limited to, the Intellectual Property listed on Schedule 2.1(h); (i) any insurance payments accrued claims or proceeds with respect to the Sale Containers on Assets or the Business for which a casualty occurred after the Effective date hereof and prior to the Closing Date; and e. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers that are maintained (j) those assets listed on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”Schedule 2.1(j); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containers.

Assets to be Sold. (a) On the Closing Date, terms and subject to the terms and conditions set forth hereinof this Agreement, Seller shall, provided that all of on the conditions set forth in Section 7 hereto have been satisfiedClosing Date, sell, assign, transfer, convey and deliver to BuyerPurchaser or cause to be sold, assigned, transferred, conveyed and delivered to Purchaser, and Buyer Purchaser shall purchase from Seller and take from Sellerits subsidiaries, in each case effective as of July 1, 2011 (on the “Effective Closing Date”), all of Seller’s and its subsidiaries’ right, title and interest in in, to and to under the following assets in clauses and properties (a) through (f) below (collectively, the “Sold Assets”), free and clear of all liabilities, debts, mortgages, liens, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers assets to be purchased by Purchaser being hereinafter collectively referred to, collectively, to as the “Sale ContainersAssets”): (i) all Inventories as of the Closing Date; b. All (ii) all of Seller’s and its subsidiaries’ right, title and interest in, to and under the Transferred IP, including but not limited to the Dazzle trademark; (iii) tooling and test equipment related to Transferred Products; (iv) all rights of Seller and its subsidiaries under all Transferred Contracts as of the Closing Date, except to the extent required consents have not been obtained with respect to those Transferred Contracts listed in Part II of Schedule 8.2(f); (v) all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind (including rights to insurance proceeds if any, pertaining to Inventory included on the Closing Statement of Inventory), rights under and pursuant to all warranties, representations and guarantees made by vendors of products, materials or equipment, or components thereof that relate to any of the Assets or Assumed Liabilities, and rights to past, present and future damages for breach, infringement or misappropriation), pertaining to, arising out of, and inuring to the benefit of Seller in and its subsidiaries to the extent that they relate to any lease of the Assets (including all rights to enforce and rights to past, present and future damages for breach, infringement or misappropriation under all proprietary rights agreements pursuant to which any Sale Container is subject on employees of Seller and its subsidiaries, including Transferred Employees, have assigned Transferred IP to the Effective Date Seller and its subsidiaries) or Assumed Liabilities, other than Tax attributes, prepaid Taxes and claims for refunds or credits of Taxes relating to Seller’s operation of the Business prior to the Closing; (eachvi) copies of all Distribution Channel Participant, a “Lease” vendor and collectivelyother mailing or contact lists, including but not limited to lists of registered users of Transferred Products, owned, used, associated with or employed by Seller and its subsidiaries currently used in the “Leases”Business; (vii) all labels, packaging materials, promotional materials, point-of-purchase displays, sales literature, advertising, brochures, user manuals, graphics and artwork (in each case, in paper and electronic format), and UPC codes (or, in each case, the applicable portions thereof) to the extent (but only they relate to the extent) sale of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease)Transferred Products; c. All (viii) copies of all shipping, purchasing, sales and similar records, correspondence, documents and files (in each case in paper or electronic format) owned, associated with or employed by Seller or its subsidiaries or in Seller’s or its subsidiaries’ care, custody, or control used in, or reasonably relating to, the Assets or Assumed Liabilities at the Closing Date, other than organization documents, minute and stock record books and the corporate seal of Seller’s right; and (ix) all municipal, title state and interest federal franchises, permits, licenses, agreements, waivers and authorizations held or used by Seller and its subsidiaries in and to (i) any purchase agreement pursuant to which Seller acquired any connection with, or required for, the conduct of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each caseBusiness, to the extent (but only that they relate exclusively to the extentBusiness and are transferable. The Transferred Contracts shall be assumed by Purchaser free and clear of any Excluded Liabilities related thereto, including any accounts payable and intercompany Liabilities that arise out of events occurring prior to the Closing. (b) that such purchase agreement or warranty relates to a Sale ContainerThe Assets shall exclude the following assets owned by Seller and its subsidiaries (the “Excluded Assets”): (i) all cash, cash equivalents and bank accounts owned by Seller and its subsidiaries at the Closing Date; (ii) all Receivables; (iii) any security deposit(s) all furniture, equipment, computers, machinery and other tangible personal property used, owned or held for use by Seller and its subsidiaries at the Closing Date for use in the conduct of the Business, other than tooling and test equipment related to Transferred Products; (iv) all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind (including rights under a Lease and pursuant to all warranties, representations and guarantees made by vendors of products, materials or equipment, or components thereof, and rights to past, present and future damages for breach, infringement or misappropriation) to the extent that they relate to any of the Excluded Assets or Excluded Liabilities and any rights to insurance proceeds other than those described in Section 2.1(a)(v); (but only v) all of the real property owned or leased by Seller and its subsidiaries, together with all buildings and other structures, facilities or improvements currently or hereafter located thereon, all fixtures, systems, equipment and items of personal property of Seller and its subsidiaries attached or appurtenant thereto and all easements, licenses, rights and appurtenances relating to the extent) that such security deposit relates to a Sale Containerforegoing; d. All proceeds (vi) all other assets, intangible or tangible, real or personal that are not included in the Assets; (vii) the capital stock and all other equity interests of each subsidiary of Seller; (viii) Tax attributes, prepaid Taxes and claims for refunds or credits of Taxes relating to Seller’s operation of the Sale Containers Business prior to the extent accrued on Closing; (ix) the rights to receive all royalty credits, rebates or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued paybacks arising under any Transferred Contract with respect to Product Returns of Transferred Products that were shipped prior to the Sale Containers on Closing; (x) all assets, rights and claims of every kind and nature used or after intended to be used in the Effective Dateoperation of, or residing with, the Media Reader Business or the SCM Security Business other than the Video Business Shared IP; (xi) all Contracts other than Transferred Contracts; and e. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers that are maintained on behalf (xii) all rights of Seller by CCC in under this Agreement and the ordinary course of business (the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale ContainersAncillary Agreements.

Assets to be Sold. On the Closing Date, subject Subject to the terms and conditions set forth hereinin this Agreement, Seller shall, provided that all of at the conditions set forth Closing (as defined in Section 7 hereto have been satisfied, 6.1 hereof) Seller shall sell, assign, transfer, convey convey, assign and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase and take acquire from Seller, in each case effective as of July 1, 2011 (the “Effective Date”), all of Seller’s right, title and interest in and to Seller’s assets (wherever located, tangible and intangible, real, personal or mixed, whether known or unknown and whether or not carried on the following assets books and records of Seller) that are used in clauses the The Business, and The Business (aand the goodwill associated therewith) through as a going concern (f) below (collectively, the “Sold Assets”), free and clear of all liabilitiesincluding, debtsbut not limited to, mortgages, liensthe following, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as excluding any liabilities associated with the “Sale Containers”; b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”), in each case, to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease); c. All of Seller’s right, title and interest in and to (i) any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective DateAssets, including, without limitation, payments of rentany employment or severance contracts/arrangements, termination valuesbuy and sell agreements, casualty values real estate or equipment finance leases, mortgages, secured or unsecured indebtedness, all tax liabilities, ongoing utility and insurance payments maintenance expenses, vacation liabilities and any other amounts accrued with respect to the Sale Containers on or after benefit of Seller’s employees (hereinafter, the Effective Date; and“Liabilities”), for all of which Liabilities Seller shall remain solely and exclusively responsible: e. All books(a) all of Seller's rights under all contracts, agreements, arrangements, commitments, instruments and understandings ("Contracts") to which Seller is a party which relate solely to the The Business; (b) all of Seller's records, files, papersbooks, correspondencedocuments as they pertain to the The Business. To the extent legally possible, databases, documents, records all related manufacturer/vendor certifications and authorizations and other documentation thereof regarding any data relating solely to the The Business; (c) all of Seller's confidential data as it relates solely to the Sale Containers The Business; (d) all municipal, state and federal franchises, permits, licenses and authorizations held or used by Seller as they relate solely to the The Business; (e) all of Seller's copyrights, trademarks, service marks, trade names, domain names and URLS related to the The Business, it being understood and agreed that Seller shall, at Seller’s sole expense, execute all such documents and take all such actions as are maintained on behalf necessary or appropriate to effectuate the assignment to Purchaser of Seller by CCC all of Seller’s rights, title and interests (hereinafter, “Intellectual Property Rights”) in and to the ordinary course aforementioned. (f) the Sellers established distribution channel which amasses in excess of business (300,000 retail locations throughout the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale ContainersUnited States.

Assets to be Sold. On the Closing Date, subject to Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in Section 7 hereto have been satisfiedthis Agreement, at the Closing, the Seller shall sell, convey, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall purchase and take acquire from the Seller, in each case effective as of July 1, 2011 (the “Effective Date”)subject to Section 2.2, all of such Seller’s right, title and interest as of the Closing Date in and to the following assets in clauses to: (a) through the Shares; and (fb) the assets set forth below (collectively, the “Sold Assets”), free and clear of all liabilities, debts, mortgages, liens, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter collectively referred to, collectively, to herein as the “Sale ContainersPurchased Assets”): (i) the Seller Contracts; b. All right(ii) all Governmental Authorizations and all pending applications therefor or renewals thereof, title in each case to the extent issued to Seller and interest transferable to Buyer, that relate primarily to the Gift Business including any such Governmental Authorizations that were not effectively transferred pursuant to the US Assignment; (iii) all data and records primarily related to the operations of the Gift Business in the possession of the Seller, including client and customer lists and records, referral sources, research and development reports and records, production reports and records, service and warranty records, equipment logs, operating guides and manuals, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records and, subject to Legal Requirements, copies of all personnel records and other records that Seller is required to retain in its possession pursuant to applicable Legal Requirements; (iv) all of the intangible rights and property of the Seller in any lease relating primarily to which any Sale Container is subject on the Effective Date Gift Business (each, a “Lease” other than the Website Interest and collectively, the “Leases”Retained IP), including the Seller Intellectual Property; (v) all rights of the Seller relating to the Restricted Cash, and the security deposits and prepaid items relating primarily to the Gift Business that are set forth on Schedule 2.1(b)(v), and any claims for refunds and rights to offset in respect thereof; (vi) all insurance benefits, including rights and proceeds, arising from or relating to the Purchased Assets or the Assumed Liabilities (defined in Section 2.4(a) below) on or prior to the Closing Date, unless expended in accordance with this Agreement; (vii) all claims of the Seller against third parties relating to the Purchased Assets, whether xxxxxx, inchoate, known or unknown, contingent or noncontingent; and (viii) any other assets of the Seller used primarily in the Gift Business not included in the definition of Excluded Assets in Section 2.2, other than the Shares. Buyer acknowledges that, notwithstanding anything herein to the contrary: (x) 65% of the Shares of each of: Amram’s Distributing Ltd., Tri Xxxx International (Hong Kong) Limited, Xxxx Xxxxxx (U.K.) Limited, Xxxx Xxxxxx (Ireland) Limited and Xxxx Australia, (y) 100% of the Shares of each of: RB Gift, Xxxx Xxxxxx and Company Properties, Inc., Russplus, Inc. and Xxxx Xxxxxx and Company Investments, Inc., and (z) substantially all of the assets of the Subs described in clause (y) above are subject to Encumbrances created by the LaSalle Loan Documents (and in each case, case will remain subject to such Encumbrances subsequent to the extent (but only to consummation of the extent) of each Sale Container subject Contemplated Transactions pursuant to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease); c. All of Seller’s rightLaSalle Loan Documents, title and interest until all obligations thereunder are paid in and to (i) any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with respect to the Sale Containers on or after the Effective Date; and e. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containersfull.

Assets to be Sold. On the Closing Date, subject to (a) Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in Section 7 hereto have been satisfiedthis Agreement, Sellers hereby sell, convey, assign, transfertransfer and deliver the Assets and assign the Assumed Liabilities to Buyers, convey and Buyers hereby purchase and acquire from Sellers, the Assets and assume the Assumed Liabilities, for the Purchase Price. (b) Sellers hereby sell, convey, assign, transfer and deliver to Buyer, Buyers and Buyer shall Buyers hereby purchase and take acquire from SellerSellers, in each case effective as free and clear of July 1, 2011 (the “Effective Date”)any Encumbrances other than Permitted Encumbrances, all of Seller’s Sellers’ right, title and interest in and to substantially all of Sellers’ property and assets, whether real, personal or mixed, tangible and intangible, of every kind and description, wherever located other than the following assets in clauses (a) through (f) below Excluded Assets (collectively, the “Sold Assets”), which include the following: (i) all Real Property Leases set forth in Section 3.8 of the Disclosure Schedule; (ii) all Tangible Personal Property; (iii) all Inventories; (iv) all Accounts Receivable; (v) all Assumed Contracts, including those listed in Section 3.20(a) of the Disclosure Schedule; (vi) all Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to a Buyer under applicable Legal Requirement, including those listed in Section 3.17(b) of the Disclosure Schedule, except for Governmental Authorizations solely relating to ownership of the Excluded Assets or relating to any Seller’s existence or good standing; (vii) all data and Records related to the operations of Sellers, including, those relating to client and customer lists, referral sources, research and development reports, production reports, service and warranty, equipment logs, operating guides and manuals, financial and accounting, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(g); (viii) all of the intangible rights and property of Sellers, including all Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Section 3.25(b) of the Disclosure Schedule and Section 3.25(c) of the Disclosure Schedule; (ix) to the extent assignable, all insurance proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing; (x) all claims of Seller against third parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(b)(x); (xi) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not excluded by Section 2.2(d) or Section 2.2(h); and (xii) all rights of Sellers relating to the Savings Plan. (c) Shareholders hereby convey, assign, transfer and deliver to Buyers and Buyers hereby accept and acquire from Shareholders for no consideration the vehicles set forth on Schedule 2.1(c) free and clear of any Encumbrances, “as is”, “where is” and “with all liabilitiesfaults”. (d) The Assets are hereby be transferred from Sellers to Buyers as follows: the Assets of K Defense are hereby purchased by and transferred to API Defense, debtsexcept for the Assets associated with the activities of K Defense that require special classification and/or security clearance from the Defense Security Service, mortgages, lienswhich Assets are hereby purchased by and transferred to API USA, and encumbrances except as set forth in this Agreement: a. the Assets of KII and K Industries are hereby purchased by and transferred to Systems. The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All right, title and interest details of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” purchase and collectively, the “Leases”), in each case, transfer of Assets to the extent Buyer are reflected in the Bills of Sale. (but only to e) The transfer of the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease); c. All of Seller’s right, title and interest in and to (i) any purchase agreement Assets pursuant to which Seller acquired this Agreement does not include the assumption of any of the Sale ContainersLiability, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, unless Buyers expressly assume that Liability pursuant to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with respect to the Sale Containers on or after the Effective Date; and e. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”Section 2.6(a); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containers.

Assets to be Sold. On the Closing Date, subject to Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in Section 7 hereto have been satisfiedthis Agreement, at the Closing, Seller shall sell, convey, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall purchase and take acquire from Seller, in each case effective as free and clear of July 1, 2011 any Encumbrance (the “Effective Date”other than collateral assignments granted to Xxxxxxx Capital Corporation), all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following assets in clauses (but excluding the Excluded Assets): (a) through all cash in Seller’s TD Bank accounts and accounts receivable related to any proceeds received from the Riverbay Contracts; (fb) below all inventory; (c) all of the going concern value and goodwill associated therewith; (d) all of the intangible rights and property of Seller, including Intellectual Property Assets, including the name “GEM Water Management System,” facsimile numbers, e-mail addresses, universal resource locators (other than for use by Parent), social media identifiers and locators and related content; provided, however, that any intangible rights and property of Seller related to its Green Energy Management Services name shall be retained by Seller; (e) the Technology License Agreement by and among PMP Pool Maintenance Protection, Inc., a Florida corporation, Xxxx Xxxxxx Xxxxx and Seller dated September 29, 2010, and Technology Assignment Agreement between PMP Pool Maintenance Protection, Inc., Xxxx Xxxxxx Xxxxx and Seller dated February 23, 2012 (collectively, the “Sold AssetsLicense Agreement”), free ; (f) all going concern value of the Business and clear of all liabilities, debts, mortgages, liensthe goodwill of, and encumbrances except as set forth associated with the Assets or otherwise in this Agreement:connection with, the Business; and a. The Containers; such Containers being hereinafter (g) all claims of Seller against third parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent. All of the property and assets to be transferred to Buyer hereunder are herein referred to, collectively, to collectively as the “Sale Containers”; b. All rightAssets.” Notwithstanding the foregoing, title and interest the transfer of the Seller in Assets pursuant to this Agreement shall not include the assumption of any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”), in each case, Liability related to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed Assets unless Buyer expressly assumes that containers owned by various persons may be subject to the terms of a Lease); c. All of Seller’s right, title and interest in and to (i) any purchase agreement Liability pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with respect to the Sale Containers on or after the Effective Date; and e. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”Section 2.4(a); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containers.

Assets to be Sold. On (a) Upon the Closing Date, terms and subject to the terms conditions of this Agreement, at the closing provided for in Section 1.03 hereof (the "Closing"), the Seller shall sell, convey, assign, transfer and conditions set forth herein, Seller shall, provided that deliver to the Buyer all of the conditions set forth in Section 7 hereto have been satisfied, sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and take from Seller, in each case effective as of July 1, 2011 (the “Effective Date”), all of Seller’s 's right, title and interest in and to the following property and assets of the Business listed and described in clauses (aSchedule 1.01(a) through (f) below hereto and the Seller shall sell, convey, assign, transfer and deliver to the Buyer the entire fee interest in the Owned Real Property, including all rights, benefits and hereditaments appurtenant thereto (collectively, the “Sold "Acquired Assets”"), expressly excluding the Excluded Assets, as hereinafter defined, free and clear of all liabilitiesEncumbrances, debts, mortgages, liens, except for the Assumed Liabilities and encumbrances except as set forth in this Agreement:the Permitted Encumbrances. a. (b) The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All right, title and interest of the Seller in Acquired Assets do not include any lease to assets which any Sale Container is subject are not listed on the Effective Date (each, a “Lease” and collectively, the “Leases”), in each case, to the extent (but only to the extentSchedule 1.01(a) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease); c. All of Seller’s right, title and interest in and to (i) any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Datehereto, including, without limitation, payments those assets of rentthe Seller listed and described in Schedule 1.01(b) hereto (collectively, termination valuesthe "Excluded Assets"). (c) Such sale, casualty values conveyance, assignment, transfer and insurance payments accrued delivery shall be effected by delivery by the Seller to the Buyer or its designees of (i) a duly executed xxxx of sale, in substantially the form of Exhibit A-1 hereto (the "Xxxx of Sale"), (ii) a special warranty deed, in recordable form and in the form of Exhibit A-2 hereto (the "Deed"), with respect to the Sale Containers on or after the Effective Date; and e. All booksOwned Real Property, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any (iii) an assignment of the Sale Containers that are maintained on behalf of Seller by CCC Contracts (as hereinafter defined), permits and certain other assets included in the ordinary course Acquired Assets in substantially the form of business Exhibit B hereto (the “Books "Assignment and Records”Assumption Agreement"); provided, however(iv) assignments of all of the trademarks of the Seller included in the Acquired Assets in substantially the form of Exhibit C hereto (the "Trademark Assignments"), thatand (v) such other good and sufficient instruments of conveyance and transfer, including, without limitation, assignments of any leases for Leased Property included in the Acquired Assets in substantially the form of Exhibit D hereto (the "Lease Assignment and Assumption Agreements") (collectively, the "Other Instruments"), as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and necessary to vest in the possession Buyer or one of CAYits subsidiaries good, except valid and marketable title to the Acquired Assets, free and clear of all Encumbrances, excepting the Assumed Liabilities (as otherwise directed by Buyer hereinafter defined) and Permitted Encumbrances (as owner of the Sale Containershereinafter defined).

Assets to be Sold. On a) Upon the Closing Date, terms and subject to the terms conditions of this Agreement, at the Closing, the Seller shall sell, convey, assign, transfer and conditions set forth herein, Seller shall, provided that deliver to the Purchaser all of the conditions set forth following: (i) all Servicing Rights related to the Mortgage Loans which have been securitized in the transactions identified in Section 7 hereto have been satisfied2.01(a)(i) of the Disclosure Schedule (the "Purchased Servicing Rights"); (ii) the Real Property and the Leases identified in Section 2.01(a)(ii) of the Disclosure Schedule (the "Transferred Leases"); (iii) all furniture, sell, assign, transfer, convey fixtures and deliver other fixed assets and other articles of personal property related thereto to Buyer, and Buyer shall purchase and take from the extent of the Seller's ownership or other interests therein located on the premises leased pursuant to the Transferred Leases, in each case effective all material cases as identified in Section 2.01(a) (iii) of July 1, 2011 (the “Effective Date”), all of Seller’s right, title and interest in and to the following assets in clauses (a) through (f) below (collectively, the “Sold Assets”), free and clear of all liabilities, debts, mortgages, liens, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”Disclosure Schedule; b. All (iv) all right, title and interest of Seller in the Contracts listed in Section 2.01(a) (iv) of the Disclosure Schedule relating to the Business and any other Contract entered into by the Seller in any lease to between the date hereof and Closing which any Sale Container is subject on the Effective Date (each, Purchaser hereafter agrees shall become a “Lease” and collectively, the “Leases”), in each case, to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease)Purchased Asset; c. All of Seller’s right, title and interest in and to (iv) any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Dateall Business Records, including, without limitation, payments the customer lists owned exclusively by the Seller or shared with Affiliates, broker and correspondent lists and any related mailing lists relating to the Business and all records relating to the sale of rentloans by the Seller; (vi) all Seller IPR and any rights in any Third Party IPR which are identified in Section 2.01(a) (vi) of the Disclosure Schedule; (vii) all right, termination valuestitle and interest of Seller in the Custodial Accounts listed in Section 2.01(a)(vii) of the Disclosure Schedule; and (viii) any and all rights and claims of Seller relating to any of the foregoing. All the assets to be transferred pursuant to this Agreement are referred to collectively herein as the "Purchased Assets". (b) Notwithstanding anything to the contrary in this Agreement, casualty values the Purchased Assets shall not include any assets not specifically set forth in this Section 2.01 (the "Excluded Assets"). (c) The Purchased Assets shall not include any cash or cash equivalents owned by Seller at the time of the Closing. (d) The sale, conveyance, assignment, transfer and insurance payments accrued delivery of the Purchased Assets shall be effected by delivery by the Seller to the Purchaser at the Closing of (i) the Xxxx of Sale, (ii) good and sufficient warranty deeds in recordable or registrable form, with respect to all Real Property owned by the Sale Containers on or after the Effective Date; and e. All books, files, papers, correspondence, databases, documents, records Seller and other documentation thereof regarding any of the Sale Containers that are maintained on behalf of Seller by CCC included in the ordinary course Purchased Assets, and (iii) such other instruments of business (conveyance and transfer as the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records Purchaser shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containersreasonably request.

Assets to be Sold. On the Closing Date, subject to Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in Section 7 hereto have been satisfiedthis Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall purchase and take acquire from Seller, in each case effective as free and clear of July 1, 2011 (the “Effective Date”)any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to the following assets in clauses (a) through (f) below (collectively, the “Sold Assets”): (a) the Lease; (b) all items of property listed in Schedule 2.1(b), free along with purchase records, manuals, specifications, turn-over and clear commissioning packages, maintenance and calibration records, equipment history files, validation studies, certification reports and spare parts, relevant to the ownership and use of the fixed Assets listed therein, to the extent such items exist on May 5, 2005, with the turnover of these records, documents and files to take place prior to June 1, 2005; (c) all liabilitiesother items of property, debtsincluding Tangible Personal Property and any Inventory located at 9000 Xxxxxxx Xxxxxx Xxxxx, mortgagesXxxxxxxxx, liensXxxxxxxx, but excluding those items of property relating to Seller’s cell banking operations specifically listed in Schedule 2.1(c); (d) all Service Contracts listed in Schedule 2.1(d); (e) all of the intangible rights and encumbrances property of Seller in the Assets, subject to the right of Seller to retain copies of each of the SOPs as needed by Seller in the conduct of its business, pursuant to the terms of Section 2.3(c) hereof; and (f) all claims of Seller against third parties relating to those Assets which are Tangible Personal Property, whether cxxxxx or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(f). The parties acknowledge that the Schedules of the various Assets may be modified prior to Closing by their mutual agreement. With respect to the assignment of Seller’s interest in the Lease under Section 2.1(a) hereof, except as otherwise expressly set forth in this Agreement: a. The Containers; such Containers being hereinafter referred toAgreement or any agreement entered into pursuant to the Contemplated Transactions, collectively, Buyer accepts the Premises under the Lease in its “As Is” and “Where Is” condition as the “Sale Containers”; b. All right, title and interest of the Seller date hereof; and except as otherwise expressly set forth in this Agreement or any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”), in each case, agreement entered into pursuant to the extent Contemplated Transactions, Seller makes no warranty of any kind, express or implied, with respect to such Premises (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease); c. All of Seller’s right, title and interest in and to (i) any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments Seller make no warranty as to habitability, fitness or suitability of rentsuch Premises for a particular purpose; nor as to the compliance or non-compliance of such Premises with the provisions of the Americans with Disabilities Act of 1990, termination values, casualty values and insurance payments accrued with as amended; nor as to the absence of any toxic or otherwise hazardous substances). With respect to the Sale Containers on or after the Effective Date; and e. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing Assets transferred under the laws remainder of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAYthis Section 2.1, except as otherwise directed by expressly set forth in this Agreement or any agreement entered into pursuant to the Contemplated Transactions, Buyer accepts such Assets in their “As Is” and “Where Is” condition as owner of the Sale Containersdate hereof; and except as otherwise expressly set forth in this Agreement or any agreement entered into pursuant to the Contemplated Transactions, Seller makes no warranty of any kind, express or implied, including without limitation warranties of merchantability or fitness for a particular purpose, with respect to such Assets. Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).

Assets to be Sold. On the Closing Date, subject to the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in Section 7 hereto have been satisfiedthis Agreement, at the Closing, Seller shall sell, assign, transfer, convey convey, assign and deliver to Buyer, Purchaser and Buyer Purchaser shall purchase and take from Seller, in each case effective as of July 1, 2011 (the “Effective Date”), all of Seller’s 's right, title and interest in and to all of the following assets in clauses Assets (aas herein defined) through (f) below (collectively, which includes the “Sold Assets”Business as a going concern), free and clear of all liabilitiesLiens, debtsother than Permitted Liens. At the Closing, mortgages, liens, Seller shall execute and encumbrances except as set forth deliver to Purchaser (x) a Xxxx of Sale substantially in this Agreement: a. the form of Exhibit A hereto (the "Xxxx of Sale") and (y) a customary assignment of the Business Intellectual Property substantially in the form of Exhibit B hereto (the "Assignment of Business Intellectual Property"). The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All "Assets" consist of all right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”), in each case, to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease);to: c. All of Seller’s right, title and interest in and to (i) any purchase agreement pursuant to which Seller acquired any All rights under all written and oral (a) contracts and agreements with customers of the Sale ContainersBusiness, (iib) warranties purchase orders, sales orders and other orders and commitments issued by the manufacturers or original sellers customers of the Sale ContainersBusiness, (c) other licenses, leases, contracts and agreements which are used in each case, or relate to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective DateBusiness, including, without limitation, payments License Agreements and (d) to the extent not included in the foregoing, Assumed Contracts (as herein defined) (collectively, the "Business Contracts"); (ii) All rights to trades receivable, accounts receivable, notes receivable and other monies receivable relating to or arising out of rent, termination values, casualty values and insurance payments accrued the Business (the "Accounts Receivable"); (iii) All rights with respect to claims made under or pursuant to the Sale Containers Business Insurance Policies (as herein defined) through the Closing; (iv) All product records, customer correspondence, production records, contract files, technical, accounting, manufacturing and procedural manuals, customer lists, employment records, studies, reports or summaries relating to any environmental conditions or consequences of any operation, present or former, as well as all studies, reports or summaries relating to any environmental aspect or the general condition of any of the Assets, to the extent that any of the foregoing are used in or relate to the Business; (v) All rights under express or implied warranties and guarantees relating to any of the Assets or relating to or arising out of the Business; (vi) All inventory of the Business, whether located at 000 Xxxx 0000 Xxxxx, Xxxxx, Xxxx or at any other location, including all inventory of the Business consisting of work in process and finished products (the "Inventory"); (vii) All property, plant, equipment, fixed assets, furniture and fixtures, and tangible personal property, including machinery, equipment, furniture, fixtures, buildings and other improvements, leasehold improvements, vehicles, structures, computers, supplies, office equipment and other property, in each case, relating to or used in connection with the Business other than the Inventory (the "Tangible Property"); (viii) All deposits and other similar assets related to or made in connection with any of the Assets as well as all prepayments or deposits received by Seller from customers of the Business (collectively, the "Prepayments and Deposits"); (ix) All rights of Seller under any non-disclosure agreements, non-solicitation agreements, non-competition agreements, confidentiality agreements or other restrictive agreements or covenants entered into with any Seller Employee or any other person to the extent such rights relate to the Business or the Assets to the extent such agreements are assignable; (x) All goodwill of the Business and all Intellectual Property used or held for use by or in connection with the Business together with all income, royalties, damages and payments due or payable at the Closing or thereafter (including, without limitation, damages and payments for past or future infringements or misappropriations thereof) with respect thereto, the right to xxx and recover for past infringements or misappropriations thereof, any and all corresponding rights that, now or hereafter, may be secured throughout the world and all copies and tangible embodiments of any such Intellectual Property (the "Business Intellectual Property"); (xi) All franchises, approvals, permits, licenses, orders, registrations, certificates, variances and other similar permits and rights obtained from any government or similar type entity in connection with the conduct of the Business, and all pending applications therefore, to the extent the foregoing are by their terms or by law assignable; (xii) Any and all cash received by Verso or Seller from any customer of the Business on or after January 14, 2005 (the Effective Date"Seller Received Cash"); and e. All books(xiii) Except for the Excluded Assets, filesall other assets, papersproperties, correspondenceprepaid charges, databasesprepaid expenses, documentsclaims, records rights and other documentation thereof regarding any of the Sale Containers that are maintained on behalf interests of Seller by CCC in related to the ordinary course Business of business (the “Books every kind and Records”); providednature and description, howeverwhether tangible or intangible, thatreal, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containerspersonal or mixed.

Assets to be Sold. On Except as otherwise provided in Section 1.2 below, at the Closing Date, subject to (as hereinafter defined) the terms and conditions set forth herein, Seller shall, provided that all of the conditions set forth in Section 7 hereto have been satisfied, shall sell, assign, transferconvey, convey transfer and deliver to the Buyer, and the Buyer shall purchase and take from the Seller, in each case effective as of July 1, 2011 (the “Effective Date”), all of Seller’s right, title and interest in and to the following assets in clauses (a) through (f) below (collectively, the “Sold Assets”), free and clear of all liabilities, debts, mortgages, liens, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All right, title and interest of the Seller in any lease and to which any Sale Container is subject the assets, properties, rights and business of the Seller of every type and description, real, personal and mixed, tangible and intangible, wherever located and whether or not reflected on the Effective Date books and records of the Seller relating to or used in connection the Business (each, a “Lease” and collectively, the “Leases”"Purchased Assets"), in each caseincluding, without limitation: (i) all accounts receivable, whether collected or uncollected on the date hereof, attributable to sales made by Seller and its agents relating to the extent (but only period commencing on the date which is 60 business days prior to the extentClosing Date (as hereinafter defined), including without limitation, those which are listed on Schedule 1.1 (i) of each Sale Container subject to attached hereto (the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease"Accounts Receivable"); c. All of Seller’s right, title and interest in and to (i) any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties all cash and marketable securities held or owned by Seller on the manufacturers date hereof in any bank or original sellers of the Sale Containerssecurities account, in each case, to the extent (but only to the extentas set forth on Schedule 1.1(ii) that such purchase agreement or warranty relates to a Sale Container, and attached hereto; (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to goodwill of the extent) that such security deposit relates to a Sale ContainerSeller; d. All proceeds (iv) all of the Sale Containers to Seller's inventories on the extent accrued on or after the Effective Closing Date, including, without limitation, payments all inventories of rentraw materials, termination values, casualty values work-in-progress and insurance payments accrued with respect to active shipments and ordered goods whether located on the Sale Containers on or after the Effective Date; and e. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any premises of the Sale Containers that are maintained on behalf of Seller by CCC Seller, in transit to or from such premises, in warehouses, in the ordinary course premises of business (the “Books and Records”); providedmanufacturers, howeveror otherwise, thatincluding, as long as CCC’s affiliatewithout limitation, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containers.those indicated on Schedule 1.1

Assets to be Sold. On (a) Upon the terms and subject to the conditions of this Agreement, the Seller shall, on the Closing Date, subject to the terms and conditions set forth herein, Seller shall, provided that all of the conditions set forth in Section 7 hereto have been satisfied, sell, assign, transfer, convey and deliver to Buyerthe Purchaser, and Buyer shall the Purchaser shall, on the Closing Date, purchase and take from the Seller, in each case effective as free and clear of July 1, 2011 (the “Effective Date”)any Encumbrances except Permitted Encumbrances, all of the Seller’s 's right, title and interest in and to the following any and all assets in clauses (a) through (f) below (collectively, the “Sold Assets”), free and clear of all liabilities, debts, mortgages, liens, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All right, title and interest or rights of the Seller that are solely or primarily used in, held for use in or necessary for the conduct of the Business as currently conducted, including the following assets, but excluding the Excluded Assets (the "Transferred Assets"): (i) all rights of the Seller under those Customer Contracts listed on Section 2.01(a)(i) of the Disclosure Schedule and under any lease to which any Sale Container is subject on the Effective Date (eachother agreements, a “Lease” and collectivelycontracts, the “Leases”)leases, in each casepurchase orders, commitments or licenses that relate solely or primarily to the extent Business (but only subject to Section 5.06(c)) other than contracts, agreements, leases, commitments or licenses that (x) are material and were not entered into in the ordinary course of the Business, (y) relate solely to the extentExcluded Assets or (z) represent solely a performance obligation of each Sale Container subject to the terms of such Lease Seller (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease"Transferred Contracts"); c. All of Seller’s right, title and interest in and to (i) any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by all Inventories at the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and Closing Date; (iii) any security deposit(sthe test equipment and test equipment fixtures listed on Section 2.01(a)(iii) of the Disclosure Schedule, including (A) all documentation and source codes held by the Seller under a Lease at Closing which relate solely or primarily to such assets and (B) the extent (but only to materials listed on Section 2.01(a)(iii)(B) of the extent) that such security deposit relates to a Sale ContainerDisclosure Schedule; d. All proceeds of (iv) all the Sale Containers to the extent accrued on or after the Effective DateBusiness Intellectual Property, including, without limitation, the statistical process control software and source code and macros related thereto, excluding the Business Intellectual Property expressly included in the Excluded Assets (the "Transferred Business Intellectual Property"); (v) all deposits, deferred charges, advance payments of rent, termination values, casualty values and insurance payments accrued with respect prepaid expenses relating solely to the Sale Containers on or after the Effective Date; andTransferred Assets; e. All books(vi) all books of account, filesgeneral and financial information, papersinvoices, correspondenceshipping records, databasessupplier lists, correspondence and other documents, records and other documentation thereof regarding files which relate solely to the Business; (vii) all claims, warranties, causes of action, choses in action, rights of recovery and rights of set-off of any kind, to the extent pertaining to or arising out of the Sale Containers that are maintained on behalf of Seller by CCC in Business or the ordinary course of business (Transferred Assets, and enuring to the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws benefit of the Cayman Islands Seller; (“CAY”)viii) all sales and promotional literature and other sales-related materials owned, manages previously used, currently used, associated with or employed by the Sale Containers Seller at the Closing Date for Buyer, then and use solely in such event connection with the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner conduct of the Sale ContainersBusiness; (ix) all franchises, permits, licenses, agreements, waivers and authorizations issued or granted by any Governmental Authority held or used by the Seller solely in connection with, or required for, the performance of Transferred Contracts, to the extent transferable; (x) those screens, test equipment, fixturing and computer software and programs (including documentation, data files and source code) listed in Section 2.01(a)(x) of the Disclosure Schedule; (xi) all right, title and interest held by the Seller in any trademark, service xxxx, brand name, certification xxxx, trade name, corporate name or other indication of origin that (x) consists of, incorporates or is based on the terms "MPD Technologies" or "Microwave Power Devices" or Microwave Power Devices' logo, and any other similar term or symbol, or (y) relates solely to the conduct of the Business; (xii) all packaging material that is related solely to the conduct of the Business; and (xiii) all of the Seller's goodwill that is related solely to the Business.

Assets to be Sold. On the Closing Date, subject to Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in Section 7 hereto have been satisfiedthis Agreement, at the Closing, each Seller will sell, convey, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall will purchase and take acquire from each Seller, in each case effective as of July 1, 2011 (the “Effective Date”), all of such Seller’s 's right, title and interest in and to substantially all of such Seller's assets on the Closing Date, including the following assets in clauses (the "ASSETS"): (a) through all Cash and related bank accounts; (b) all customer Contracts and relationships; (c) all Accounts Receivable; (d) all Inventories; (e) all prepaid and other assets, including lease, utility and similar deposits, service or maintenance contracts, dues and subscriptions, guarantees, bonds or other rights; (f) below all Real Property and Tangible Personal Property; (collectivelyg) all books and Records insofar as the same relate to Assets otherwise described in this Section 2.1 or to Assumed Liabilities; (h) all Intellectual Property; (i) all operating leases, capital leases and Contracts to which such Seller is a party as of the “Sold Assets”), free and clear Closing Date or the full benefits of all liabilitiesoperating leases, debts, mortgages, liens, capital leases and encumbrances except as set forth Contracts used in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All right, title and interest business of the Seller in any lease Sellers to which any Sale Container such Seller is subject on the Effective Date a third-party beneficiary; (eachj) all vendor Contracts; (k) all rights and interests under each Insurance Policy, a “Lease” including claims and collectivelyrights to insurance proceeds, the “Leases”), in each caserefunds or awards, to the extent (but only they relate to the extentAssets or Assumed Liabilities; (l) all Tax refunds of each Sale Container subject Sellers, including the Refundable Income Tax Amount, other than property Tax refunds and other Tax refund amounts specifically related to the terms of such Lease Excluded Assets or Retained Liabilities; (it being acknowledged m) all claims, rights and agreed that containers owned by various persons may be subject to the terms defenses of a Lease); c. All of Seller’s right, title and interest in and Seller against third parties relating to (i) any purchase agreement pursuant to which Seller acquired any of the Sale ContainersAssets or Assumed Liabilities, (ii) warranties by the manufacturers whether xxxxxx or original sellers of the Sale Containersinchoate, in each caseknown or unknown, to the extent (but only to the extent) that such purchase agreement contingent or warranty relates to a Sale Containernon-contingent, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Dateincluding all attorney work-product protections, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with respect to the Sale Containers on or after the Effective Date; and e. All books, files, papers, correspondence, databases, documents, records attorney-client privileges and other documentation thereof regarding legal protections and privileges to which such Seller may be entitled in connection with any of the Sale Containers that are maintained on behalf of Assets or Assumed Liabilities; and (n) all Seller by CCC in the ordinary course of business (the “Books Benefit Plans and Records”); providedany related assets, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized trusts and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale ContainersInsurance Policies.

Assets to be Sold. (a) On the Closing Date, terms and subject to the terms and conditions set forth hereinof this Agreement, the Seller shall, provided that all of shall on the conditions set forth in Section 7 hereto have been satisfied, Closing Date sell, assign, transfertransfer and convey to Buyer (and shall cause its Affiliates to sell, convey and deliver to Buyerassign, transfer or convey, as applicable), and Buyer shall purchase from the Seller and take from Sellerits Affiliates, in each case effective as of July 1, 2011 (on the “Effective Date”), Closing Date all of the Seller’s and its Affiliates’ right, title and interest in and to the following assets in clauses (a) through (f) below of the Seller or one of its Affiliates free and clear of all Encumbrances (collectively, the “Sold Purchased Assets”): (i) All Intangibles owned by the Seller or one of its Affiliates relating to or used in connection with the Business (other than the Excluded Assets), which includes without limitation those Intangibles listed on Schedule 2.1(a)(i), and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (ii) All of the Seller’s or its Affiliates’ rights, powers and privileges in and to the Contracts described on Schedule 2.1(a)(ii) (the “Assigned Contracts”) and all Contract Rights thereunder; (iii) The Real Property leased by the Seller or one of its Affiliates listed on Schedule 2.1(a)(iii) (the “Leased Real Property”), free including all right and clear of all liabilitiesinterest, debtsif any, mortgages, liens, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”), in each case, to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease); c. All of Seller’s right, title and interest in and to all Leasehold Improvements and all personal property and interests (iincluding furniture and office furnishings) located at the Leased Real Property; (iv) All historical samples, sample books, prototypes, archive files or other similar items used in or related to the Business that are not Intangibles or Excluded Assets; (v) All prepaid assets, including the pro rata portion of advances or guaranteed minimum royalty and advertising payments relating to periods after the Closing Date under the Assigned Contracts or payments under terminated license agreements related to the Marks (which are Purchased Assets) with payments due post-Closing and any purchase agreement liquidated damages under the Assigned Contracts and the signing bonuses, marketing fees and other one time payments paid pursuant to which Seller acquired any those Contracts listed on Schedule 2.1(a)(v); and (vi) All of the Sale ContainersSeller’s and its Affiliates’ claims, (ii) warranties by the manufacturers causes of action and other legal rights and remedies, whether or original sellers not known as of the Sale ContainersClosing, in each case, relating to the extent (but only to the extent) that such purchase agreement Seller’s or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds one of its Affiliates’ ownership of the Sale Containers to the extent accrued on or after the Effective DatePurchased Assets, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued but excluding claims against Buyer with respect to the Sale Containers on or after transactions contemplated herein. (b) There is excluded from the Effective Date; and e. All books, files, papers, correspondence, databases, documents, records sale and other documentation thereof regarding any of the Sale Containers that are maintained on behalf purchase contemplated by this Agreement all assets of Seller by CCC and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the ordinary course of business (Purchased Assets, including without limitation, the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale ContainersExcluded Assets.

Assets to be Sold. (a) On the Closing Date, Date and subject to the terms and conditions set forth hereinof this Agreement, Seller shall, provided that all of the conditions set forth in Section 7 hereto have been satisfied, shall sell, assign, transfer, convey transfer and deliver to Buyerdeliver, and will cause its Affiliates to sell, assign, transfer and deliver, to Buyer shall purchase and take from Seller, in each case effective as of July 1, 2011 (the “Effective Date”), all of Seller’s right, title and interest in and to the following assets Purchased Assets. Buyer may designate one or more of its Affiliates to purchase the Purchased Assets. For purposes of clarity, it is acknowledged and agreed that Seller shall assign the Assumed Agreements to Buyer or one or more of its Affiliates pursuant to this Section 2.3(a) but Seller shall not be required to physically deliver the Assumed Agreements to Buyer on the Closing Date. (b) The transfers contemplated in clauses (aSection 2.3(a) through (f) below (collectivelywill be effected on the Closing Date by Seller and its Affiliates transferring to Buyer or an Affiliate of Buyer pursuant to such good and sufficient instruments of conveyance, transfer and assignment, including, without limitation, a general assignment of the “Sold worldwide rights to the Transferred Intellectual Assets”), as shall be necessary to transfer to Buyer good and valid title to the Purchased Assets, free and clear of all liabilitiesliens except Permitted Encumbrances and Permitted Liens. (c) On the Closing Date and subject to the terms and conditions of this Agreement, debtsBuyer or an Affiliate of Buyer shall assume the Assumed Liabilities and shall agree to pay and discharge the Assumed Liabilities as and when the Assumed Liabilities become due in accordance with the terms and conditions of this Agreement. (d) Subject to the terms and conditions of this Agreement, mortgages, liensSeller will cause Ethicon S.p.A. to, and encumbrances except as Buyer will, or will cause one or more of its Affiliates to, enter into the Latina Business Transfer Deed, providing for (i) the sale, transfer, assignment or other direct or indirect conveyance of the Purchased Assets to be transferred by Ethicon S.p.A. to Buyer or one or more of its Affiliates, and (ii) the assumption of the Assumed Liabilities of Ethicon S.p.A. by Buyer or one or more of its Affiliates. The representations, warranties, covenants and agreements of the parties and the remedies for any breach thereof set forth in this Agreement: a. The Containers; such Containers being hereinafter referred toAgreement are in lieu of separate representations, collectivelywarranties, as covenants and agreements and remedies for any breach thereof in the “Sale Containers”; b. All rightForeign Purchase Agreements. Notwithstanding anything to the contrary contained in the Foreign Purchase Agreements or any other related agreement, title and interest instrument or document evidencing the transfer of the Seller in any lease to which any Sale Container is subject on Purchased Assets outside of the Effective Date (each, a “Lease” and collectively, the “Leases”), in each caseUnited States, to the extent (but only to the extent) of each Sale Container subject to that there is a conflict between the terms of any Foreign Purchase Agreement or any such Lease (it being acknowledged other agreement, instrument or document, on the one hand, and agreed that containers owned by various persons may be subject to the terms of a Lease);this Agreement, on the other hand, the terms of this Agreement shall control and prevail among the parties hereto. c. (e) All risk of Seller’s right, title and interest in and to (i) any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued loss with respect to the Sale Containers Purchased Assets (whether or not covered by insurance) shall be on or after Seller up to the Effective Date; and e. All bookstime of Closing, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any whereupon such risk of the Sale Containers that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for loss shall pass to Buyer, then and subject solely to Buyer's indemnification rights set forth in such event the Books and Records shall be maintained by and in the possession Article X of CAY, except as otherwise directed by Buyer as owner of the Sale Containersthis Agreement.

Assets to be Sold. On the Closing Date, subject to Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in this Agreement, as approved by the Bankruptcy Court, and the Sale Order, effective as of the Effective Time, or the effective date of subsequently executed and delivered Designation Assignment and Assumption Agreements pursuant to Section 7 hereto have been satisfied2.12(b), as applicable, to the fullest extent permitted by Sections 105, 363 and 365 of the Bankruptcy Code, Sellers shall sell, convey, assign, transfer, convey transfer and deliver to Buyer, both directly and Buyer as Agent's assignee of rights (or Buyer's designated subsidiaries or affiliates), and Buyer, both directly and as Agent's assignee of rights, shall purchase and take acquire from SellerSellers, in each case effective as free and clear of July 1, 2011 (the “Effective Date”)any Encumbrances other than Permitted Encumbrances, all of Seller’s Sellers' right, title and interest in and to all of Sellers' property and assets, real, personal or mixed, tangible and intangible, of every kind and description, relating to or used by Sellers in connection with Sellers' interior and underhood business, including such business and any other business conducted at the Facilities set forth on Schedule 2.1(a) hereto (the "Acquired Business"), including, but not limited to the following assets in clauses (but excluding the Excluded Assets and as adjusted after the date of this Agreement for items that are Buyer-Excluded Assets and Liabilities and that are not designated pursuant to Section 2.12, as the case may be): (a) through all Real Property, including the Real Property described in Schedules 3.5 and 3.6, underlying the Facilities listed on Schedule 2.1(a); (b) all Tangible Personal Property, including those items described in Schedule 2.1(b); (c) all Inventories; (d) all Contracts and all outstanding offers or solicitations made by or to Sellers to enter into any such Contract listed in Schedule 2.1(d) hereto; (e) all Contracts designated by Buyer as Assumed Contracts following Closing in accordance with Section 2.12(b) hereto; (f) below (collectively, all Governmental Authorizations relating to the “Sold Assets”), free Acquired Business and clear of all liabilities, debts, mortgages, liens, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”)pending applications therefore or renewals thereof, in each case, case to the extent (but only transferable to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a LeaseBuyer, including those listed in Schedule 3.13(b); c. All (g) all data and Records related to the ownership or operation of Seller’s rightthe Sellers' business, title including client and interest customer lists and records, referral sources, research and development reports and records, production reports and records, service and warranty records, equipment logs, operating guides and manuals, financial and accounting records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records, and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(g); (h) all of the intangible rights and property of Sellers related to the Acquired Business, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy, and e-mail addresses and those items listed in Schedule 3.20(c); (i) to the extent assignable, all insurance benefits net of any purchase agreement pursuant deductible, including rights and proceeds, arising from or relating to which Seller acquired the Assets or the Assumed Liabilities prior to the Effective Time, unless expended by Sellers in accordance with this Agreement; (j) all claims of Sellers against Third Parties related to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent, except for the Excluded Assets; (k) all rights of Sellers related to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof primarily related to the Assets; (l) Sellers' 51% equity interest, including all rights and privileges related or incident thereto, in TrimQuest, LLC, a Michigan limited liability company, including all rights and preferences in connection therewith (the "TrimQuest Membership Interest"); and (m) subject to Section 2.12, any of the Sale Containersforegoing assets that require the consent of a third party to be transferred, (ii) warranties by assumed or assigned notwithstanding the manufacturers or original sellers provisions of Section 365 of the Sale ContainersBankruptcy Code, in each caseas to which such consent has not been obtained as of the Effective Time, to the extent (but only to the extent) that upon receipt of such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued consent on or after the Effective DateTime or entry of an appropriate Assumption Order as provided in Section 2.12 herein. All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "Assets." Notwithstanding the foregoing, including, without limitation, payments the transfer of rent, termination values, casualty values and insurance payments accrued with respect the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Sale Containers on or after the Effective Date; and e. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers Assets unless Buyer expressly assumes that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”Liability pursuant to Section 2.4(a); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containers.

Assets to be Sold. On Subject to Section 2.2, the Closing Dateother provisions of this Agreement and the Approval Order, subject to at the terms and conditions set forth hereinClosing, Seller shallSellers shall sell, provided that all of the conditions set forth in Section 7 hereto have been satisfied, sellconvey, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall purchase purchase, acquire, and take from Selleraccept, in each case effective as of July 1, 2011 (the “Effective Date”), all of Seller’s right, title and interest in and to the following assets used or held for use by Sellers in clauses (a) through (f) below the conduct of the Business (collectively, the “Sold Assets”)"ASSETS"): (a) Sellers' rights in, free to and clear of under (i) the real estate leases or subleases and all liabilities, debts, mortgages, liens, and encumbrances except as amendments thereto used in the Business set forth in this SCHEDULE 2.1(a) under which any Seller is a lessor or lessee or sublessor or sublessee of real property relating to the operation of the Stores, and (ii) the Lease Agreement: a. The Containers; such Containers being hereinafter referred to, collectivelydated December 11, 1996 (the "CANTON REAL PROPERTY LEASE"), by and between JBAK Canton, as landlord, and JBI, as tenant, demising the “Sale Containers”; b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date Owned Real Property (each, a “Lease” and collectively, the “Leases”"REAL PROPERTY LEASES"); (b) Sellers' rights in, to and under the equipment leases used in the Business including those set forth in SCHEDULE 2.1 (b) (collectively, the "EQUIPMENT LEASES"); (c) The furniture, fixtures, equipment, supplies and other tangible personal property owned by Sellers used in the Stores (collectively, the "EQUIPMENT"), and all warranties, if any, express or implied, existing for the benefit of any Seller in each caseconnection with the Equipment, to the extent such warranties are transferable at no expense to Sellers; (d) All licenses, permits, franchises and other authorizations of any Governmental Entity relating to the Assets and to the operation of the Business including those listed on SCHEDULE 2.1(d) (collectively, the "PERMITS"), to the extent transferable or assignable and, in the case of non-material Permits, to the extent transferable or assignable at no expense to Sellers; (e) All Contracts and rights thereunder of any Seller, including Inventory and non-Inventory purchase orders for the benefit of any Seller, listed on SCHEDULE 2.1(e), and that certain Transition Services Agreement, dated as of March 11, 2002, by and between WGS and Xxxxx Point, LLC attached hereto as EXHIBIT B (collectively, the "ASSUMED CONTRACTS"), to the extent transferable or assignable and, in the case of non-material Assumed Contracts, to the extent transferable or assignable at no expense to Sellers (other than Cure Amounts as provided herein); (f) The merchandise inventory relating exclusively to the Business held for sale by Sellers (i) located in Sellers' Stores, (ii) located in Sellers' distribution center, (iii) in-transit on the Closing Date to Sellers' distribution center and (iv) in-transit on the Closing Date to Sellers' Stores from Sellers' distribution center or from Sellers' other Stores (collectively, the "Inventory"), and all warranties, if any, express or implied, existing for the benefit of Sellers in connection with the Inventory, to the extent such warranties are transferable; (g) All cash in the cash registers at all Stores after the close of business on the day prior to the Closing Date (and in no event less than $400 per Store), subject to Section 6.1(b), and all loans owed to any Seller from any Continued Employee all of which are listed on SCHEDULE 2.1(g) (such loans, the "CONTINUED EMPLOYEE LOANS"); (h) All books, records, files or papers of Sellers, whether in hard copy or computer format, relating to the Assets or to the on-going operation of the Business consistent with past practices (or an accurate copy thereof), including, sales and promotional literature, manuals and data, sales and purchase correspondence, customer lists, vendor lists, mailing lists, catalogues, research material, URLs, know-how, specifications, designs, drawings, processes and quality control data, if any, or any other intangible property and applications for the same, in the case of non-material Assets to the extent transferable at no expense to Sellers; (i) All of Sellers' right, title or interest to all Intellectual Property owned by Sellers and necessary to operation of the Business as presently conducted, including the Intellectual Property listed on SCHEDULE 2.1(i); (j) All membership interests in Securex; (k) All furniture, fixtures or equipment used for the Business by Sellers in their warehousing, distribution, headquarters or catalogue and e-commerce call and fulfillment facilities used in the Business; (l) All assets and any rights under any Benefit Plan, including Sellers' pension plans and supplemental retirement plans, or any agreement relating to employee benefits, employment or compensation of Sellers or their respective employees, but only to the extentextent such Benefit Plans (including related agreements) are assumed by Buyer hereunder, (m) All insurance policies, insurance claims and proceeds set forth in SCHEDULE 2.1(m); PROVIDED, HOWEVER, that Buyer shall cause each Seller to be named and maintained as an additional insured under such insurance policies until the close of each Sale Container the Cases, subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease)Section 6.15; c. All of Seller’s right, title and interest in and to (i) Any security, vendor, utility or other deposits, including any purchase agreement pursuant to which Seller acquired any security deposits given in favor of the Sale Containerslessors of real property, (ii) warranties any rights to receive from such lessors unpaid construction allowances, (iii) any prepaid expenses in excess of actual expenses from whatever source, and (iv) any other cash due and owing any Seller in respect of such leases owed to Seller by such lessor prior to the Closing Date; PROVIDED, HOWEVER, that the foregoing shall not apply to any deposits or claims with respect to any real property, Real Property Leases or Contracts that are not acquired by Buyer hereunder; (o) All rights with respect to the bank accounts (other than the cash in such bank accounts) of each Seller used by the manufacturers or original sellers of the Sale Containers, in each caseStores, to the extent transferable at no expense to Sellers; (but only to the extentp) that such purchase agreement or warranty relates to a Sale ContainerAll marketing materials and works-in-progress, and all related prepaid expenses, for use in the Business after the Closing; (iiiq) All contractual, prepaid or other rights of any security deposit(s) held by Seller under to maintenance and/or upgrades of the software for which any Seller has a Lease license as set forth on Schedule 2.1(i), to the extent transferable or assignable at no expense to Sellers; (but only r) Specified assets of Work 'n Gear set forth on SCHEDULE 2.1(r); (s) All assets, including prepaid expenses, contracts, leases and agreements, directly and indirectly materially related to the extent) that such security deposit relates to a Sale Containeroperations of the Business on an on-going basis as historically operated, and not otherwise explicitly enumerated in Section 2.2; d. (t) All proceeds of the Sale Containers amounts due to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued any Seller with respect to the Sale Containers Inventory on or after the Effective Datelay-away; (u) The Owned Real Property; and e. (v) All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of goodwill related to the Sale Containers that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containersforegoing.

Assets to be Sold. On the Closing Date, subject to Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in Section 7 hereto have been satisfiedthis Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall purchase and take acquire from Seller, in each case effective as free and clear of July 1, 2011 (the “Effective Date”)any Encumbrances other than Permitted Encumbrances, all of Seller’s 's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following assets in clauses (but excluding the Excluded Assets): (a) through all Real Property, if any; (b) all Tangible Personal Property, including, but not limited to, those items described in Part 2.1(b); (c) all Inventories, if any; (d) all Accounts Receivable; (e) all Seller Contracts, including those listed in Part 3.20(a), and all outstanding offers or solicitations made by or to Seller to enter into any Contract; (f) below (collectively, the “Sold Assets”), free all Governmental Authorizations and clear of all liabilities, debts, mortgages, liens, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”)pending applications therefor or renewals thereof, in each case, case to the extent (but only transferable to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a LeaseBuyer, including those listed in Part 3.17(b); c. All (g) all data and Records related to the operations of Seller’s right, title including client and interest in customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records; (h) all of the intangible rights and property of Seller, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings; (i) any purchase agreement pursuant to which Seller acquired any of the Sale Containersall insurance policies and rights thereunder, (ii) warranties by the manufacturers all insurance benefits, including rights and proceeds, arising from or original sellers of the Sale Containers, in each case, relating to the extent (but only Assets or the Assumed Liabilities prior to the extentEffective Time, unless expended in accordance with this Agreement; (j) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by all claims of Seller under a Lease against third parties relating to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on Assets, whether xxxxxx or after the Effective Dateinchoate, includingknown or unknown, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with respect to the Sale Containers on contingent or after the Effective Datenoncontingent; and e. All books(k) all rights of Seller relating to deposits and prepaid expenses, filesclaims for refunds and rights to offset in respect thereof that are not listed in Part 2.2(d); (l) all cash, papers, correspondence, databases, documents, records cash equivalents and other documentation thereof regarding any short-term investments; (m) those rights relating to deposits and prepaid expenses and claims for refunds and rights to offset in respect thereof; (n) all rights in connection with and assets of the Sale Containers that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”)Employee Plans; provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws All of the Cayman Islands (“CAY”)property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "Assets." Notwithstanding the foregoing, manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner transfer of the Sale ContainersAssets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).

Assets to be Sold. On the Closing Date, subject to Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in Section 7 hereto have been satisfiedthis Agreement, at and effective as of the Closing, Seller shall sell, convey, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall purchase and take acquire from Seller, in each case effective as free and clear of July 1, 2011 any Liens (the “Effective Date”other than Permitted Liens), all of Seller’s (and any of Seller’s Affiliates) right, title and interest in and to the following assets in clauses (a) through (f) below (collectively, the “Sold Assets”), free and clear of in each case to the extent Seller is able to sell, assign or convey the following: (a) all liabilities, debts, mortgages, liens, and encumbrances except as Tangible Personal Property set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as on Schedule 2.01(a) (the “Sale ContainersPurchased Tangible Personal Property”); b. All right, title (b) all Intellectual Property set forth on Schedule 2.01(b) (the “Purchased Intellectual Property”) and interest all goodwill of the Seller in any lease Business appurtenant to which any Sale Container is subject such Intellectual Property; (c) all Inventory listed on the Effective Date Schedule 2.01(c) (each, a “Lease” and collectively, the “LeasesPurchased Inventory”); (d) the Contracts listed on Schedule 2.01(d) (the “Assigned Contracts”); (e) all Permits set forth on Schedule 2.01(e) and all pending applications therefor or renewals thereof, in each case, to the extent transferable to Buyer; (but only f) all Business Books and Records; provided that Seller shall be permitted to keep copies of such Business Books and Records to the extent) of each Sale Container subject extent relating to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject Retained Business or the Retained Liabilities, or otherwise to the terms of a Lease);extent reasonably necessary, and only for so long as required, for Seller’s financial reporting purposes c. All (g) all of Seller’s rightclaims, title causes of action, choses in action, rights of recovery and interest in and to (i) rights of set-off of any purchase agreement pursuant to which Seller acquired any of the Sale Containerskind, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, against Third Parties relating to the extent (but only to Business or the extent) that such purchase agreement Assets, whether cxxxxx or warranty relates to a Sale Containerinchoate, known or unknown, or contingent or non-contingent and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Containerwhether or not liquidated; d. All proceeds (h) all of Seller’s rights to enforce any covenants, warranties, representations or guarantees benefiting the Sale Containers to Business or the extent accrued on or after the Effective Date, Assets (including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued covenants or warranties made by suppliers or other persons in connection with respect the Assets or services furnished to Seller primarily relating to the Sale Containers on Business or after affecting the Effective DateAssets); and e. All books(i) all deposits (including, fileswithout limitation, papers, correspondence, databases, documents, records vendor and other documentation thereof regarding any of the Sale Containers that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”customer deposits), manages prepayments, refunds, and rights of offset, recovery or recoupment (including any such item relating to the Sale Containers payment of Taxes) for Buyer, then and in such event Events that occur after the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale ContainersClosing Date.

Assets to be Sold. On the Closing Date, subject to Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in Section 7 hereto have been satisfiedthis Agreement, at the Closing and effective as of the Effective Time, each Seller shall sell, convey, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and take acquire from such Seller, in each case effective as free and clear of July 1, 2011 (the “Effective Date”)any Encumbrances other than Permitted Encumbrances, all of such Seller’s right, title title, and interest in and to all of such Seller’s property and assets, real, personal, or mixed, tangible and intangible, of every kind and description, wherever located, belonging to such Seller and which relate primarily to the business conducted by the TUG Airline Products Division of Sellers, including the design, manufacture, and sale of its products and the furnishing of advisory and consulting services to customers as well as any goodwill associated therewith (the “Business”), including the following assets in clauses (but excluding the Excluded Assets): (a) through (f) below (collectively, all Real Property described in Sections 3.6 and 3.7 of the “Sold Assets”), free Seller Disclosure Letter and clear of all liabilities, debts, mortgages, liens, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All right, title and interest of Sellers, if any, in and to the fixtures, equipment and other personal property owned by any Seller and attached or appurtenant to, or located on, the Real Property, subject only to Permitted Encumbrances; (b) all Tangible Personal Property, including those items described in Section 3.8(c) of the Seller Disclosure Letter; (c) all Inventories; (d) all Accounts Receivable; (e) all Seller Contracts, including those listed in Section 3.19(a)(i)-(xiii) of the Seller Disclosure Letter, and all outstanding offers or solicitations made by or to any lease Seller to which enter into any Sale Container is subject on Contract related primarily to the Effective Date Business; (eachf) all Governmental Authorizations related to the Business and all pending applications therefor or renewals thereof, a “Lease” and collectively, including those listed in Section 3.16(b) of the “Leases”)Seller Disclosure Letter, in each case, case to the extent permitted by applicable Legal Requirement and otherwise transferable to Buyer; (but only g) the data and Records of each Seller related primarily to the extentBusiness, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, any tax documentation collected from clients, lenders and others (such as sales tax exemption certificates), creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records; (h) all of the intangible rights and property of Sellers used primarily in the Business, including going concern value, and the Owned Intellectual Property, including the goodwill therein, listed in Sections 3.24(b)(i) and (ii) of the Seller Disclosure Letter and the right to xxx for infringement, including past infringement, thereof; (i) all rights of Sellers relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof, in each Sale Container subject case related to the terms Business, that are not listed in Section 2.2(c) of such Lease the Seller Disclosure Letter and that are not excluded under Section 2.2(h); and (it being acknowledged and agreed that containers owned by various persons may be subject j) all rights of Sellers, relating to the terms Industrial Revenue Bonds, including all rights of a Lease); c. All of Seller’s right, title and interest Sellers in and to (i) any purchase agreement pursuant to which Seller acquired any the Irrevocable Letter of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with respect to the Sale Containers on or after the Effective Date; and e. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers that are maintained on behalf of Seller by CCC Credit No. LC S7923 in the ordinary course original amount of business $3,675,000 from the Bank dated September 7, 1990 (the “Books and RecordsLetter of Credit”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws . All of the Cayman Islands (property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “CAYAssets.”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containers.

Assets to be Sold. On Seller shall deliver to Buyer at the Closing Date, an Absolute Bill of Sale for all Assets. A complete list of all the assets which are subject to this sale, are attached to this Agreement as Exhibit “A”. Seller warrants that it has, or will at the terms closing of this transaction, good and conditions set forth herein, Seller shall, provided that all of the conditions set forth in Section 7 hereto have been satisfied, sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and take from Seller, in each case effective as of July 1, 2011 (the “Effective Date”), all of Seller’s right, title and interest in and to the following assets in clauses (a) through (f) below (collectively, the “Sold Assets”)marketable title, free and clear of all liabilitiesliens and encumbrances, debtsexcept any liens or encumbrances disclosed herein, mortgages, liens, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”), in each case, to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease); c. All of Seller’s right, title and interest in and to (i) any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with respect to the Sale Containers items to be listed on Exhibit “A”. Buyer shall receive a copy of the Exhibit “A” at the time of execution of this contract and, as of execution of this contract, acknowledge that all of the assets contained on Exhibit “A” are the assets of personal property and assets to be transferred by Seller pursuant to this agreement, which shall include a disclaimer of all warranties, expressed, implied or statutory. Buyer shall have ten (10) business days after receipt of Exhibit “A”, within which to cancel this Contract after which all parties shall be discharged from all further liability under the Effective Date; and e. All booksterms of this contact. Assets shall also include all (i) trademarks, filesservice marks, papersbrand names, correspondencecertification marks, databasescollective marks, documentsd/b/a’s, records domain names, logos, symbols, trade dress, assumed names, fictitious names, trade names, and other documentation thereof regarding any indicia of origin, all applications and registrations for the Sale Containers that are maintained on behalf foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of Seller by CCC in the ordinary course of business same (the collectively, “Books and RecordsTrademarks”); provided(ii) inventions and discoveries, howeverwhether patentable or not, thatand all patents, as long as CCC’s affiliateregistrations, Cronos Containers invention disclosures and applications therefor, including divisions, continuations, continuations-in-part and renewal applications, and including renewals, extensions and reissues (Cayman) Ltd.collectively, a company organized and existing under the laws of the Cayman Islands (“CAYPatents”); (iii) trade secrets, manages the Sale Containers for Buyerand know-how, then including processes, schematics, business methods, formulae, drawings, prototypes, models, designs, customer lists and in such event the Books supplier lists (collectively, “Trade Secrets”): (iv) published and Records shall be maintained unpublished works of authorship, whether copyright able or not (including without limitation databases and other compilations of information), including mask rights and computer software, copyrights therein and thereto, registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof (collectively, “Copyrights”); (v) any other intellectual property or proprietary rights; and (vi) all formulas, recipes, binders, processes, techniques, discoveries and applications relating to fire inhibiting and fire extinguishing products, including, by way of example, all formulas, recipes, binders, processes, techniques, discoveries and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containersapplications related to Sellers product lines.

Assets to be Sold. On Except as otherwise provided in Section 1.2, at the Closing Date, subject to the terms and conditions set forth herein, Seller shall, provided that all of the conditions set forth (as defined in Section 7 hereto have been satisfied4), the Seller shall sell, assign, transfer, convey transfer and deliver to Buyer, and the Buyer shall purchase and take from Seller, in each case effective as of July 1, 2011 (the “Effective Date”), all of Seller’s rightthe assets, title properties, rights and interest in and to the following assets in clauses (a) through (f) below (collectively, the “Sold Assets”), free and clear of all liabilities, debts, mortgages, liens, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All right, title and interest business of the Seller in any lease to which any Sale Container is subject of every type and description, real, personal and mixed, tangible and intangible, wherever located and whether or not reflected on the Effective Date books and records of the Seller (eachall of such assets, a “Lease” properties, rights and collectively, business being hereinafter sometimes collectively called the “Leases”"Purchased Assets"), in each caseincluding, to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease);without limitation: c. All of Seller’s right, title and interest in and to (i) those assets, properties and rights reflected on the Balance Sheet (as defined in Section 5.4) (subject to changes therein through the Closing Date (as defined in Section 4)) or otherwise referred to in this Agreement or any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective DateSchedule hereto, including, without limitation, payments all inventory of rentthe Seller; (ii) the Seller's lists of customers; (iii) the Seller's right to use the names New England Audio Resource, termination valuesInc., casualty values NEAR and insurance payments accrued with respect all variants thereof; (iv) all of the Seller's interest in and claims and rights under contracts and other agreements, Permits (as hereinafter defined), titles, and patents, trademarks, copyrights and other intellectual property and applications therefor which are referred to in this Agreement or any Schedule hereto (subject to changes therein through the Closing Date); (v) the books and records of the Seller relating to the Sale Containers on or after Purchased Assets; (vi) the Effective Dategoodwill of the Seller; and e. All books(vii) all other assets, filesproperties, papersrights and business of every kind and nature owned or held by the Seller, correspondenceor in which the Seller has an interest, databaseson the Closing Date, documentsknown or unknown, records and other documentation thereof regarding any fixed or unfixed, xxxxxx or inchoate, accrued, absolute, contingent or otherwise, whether or not specifically referred to in this Agreement. In confirmation of the foregoing sale, assignment and transfer, the Seller shall execute and deliver to the Buyer at the Closing a xxxx of sale and assignment agreement (the "Xxxx of Sale Containers that are maintained on behalf of Seller by CCC and Assignment") substantially in the ordinary course of business (the “Books and Records”); provided, however, that, form attached hereto as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containers.Exhibit A.

Assets to be Sold. On Subject to Section 2.2 below, at the Closing DateClosing, upon the terms and subject to the terms and conditions set forth hereinhereof, Seller shallshall sell, provided that all of the conditions set forth in Section 7 hereto have been satisfied, sellconvey, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall purchase purchase, acquire, and take from accept, the Acquired Assets. The Acquired Assets shall include the following: (a) All of Seller’s rights, title and interest in and to: (i) All Customer accounts for Services and other accounts with Customers, including those set forth on the Preliminary Customer List who remain Customers as of the Closing Date, together with any contracts or agreements with Customers pursuant to which Seller provides Services, including without limitation Seller Terms of Service and Services Agreements (“Customer Contracts”); (ii) Any and all billing, credit card, support, technical and other information relating to the Customer Contracts; (iii) All contracts and agreements of Seller with (i) online marketplace providers, partners, and third party providers of Services, (ii) all license agreements for third party components included with or integrated into the Seller Intellectual Property (as defined below), and (iii) the contracts or agreements with Seller’s other vendors used in connection with the Business (the contracts and agreements referenced in clauses (i) through (iii), collectively with the Customer Contracts, the “Assumed Contracts”); (iv) All accounts receivable, including any residual payments, contingent compensation and consideration payable in connection therewith; (v) All prepaid assets, refunds, rebates, discounts, security deposits and other similar items, including prepaid expenses, deferred charges, advance payments and other prepaid items, in each case effective as arising out of or relating to any of the Acquired Assets used in the operation of the Business prior to Closing, including those that arose under any of the Assumed Contracts but excluding those that relate to an Excluded Asset or Excluded Liability; (vi) The Facility License Agreement dated July 1, 2011 2019 with the University of North Carolina at Charlotte (the “Effective DateFacility License Agreement”), all ; and (vii) Seller’s PayPal and other merchant accounts specified on Schedule 2.1(a)(vii); (b) All of Seller’s rightrights, title and interest in and to any Intellectual Property used in or related to the following assets Business (the “Seller Intellectual Property”), including the following, whether owned, leased, licensed or internally developed, and whether now existing or hereafter arising, together with any and all assets, rights and licenses, relating thereto or therefor, and the rights to xxx for, and exercise remedies against, past, present and future infringements thereof and the rights of priority and protection of interests therein under applicable Laws, including: (i) The names, tradenames and service names used in clauses connection with the Business, including those listed on Schedule 2.1(b)(i) (athe “Business Names”); (ii) through Any and all domain names and name servers used by Seller in the conduct of the Business, including those listed on Schedule 2.1(b)(ii), but excluding Prohibited Domains (the “Domains”); (iii) Any and all review sites, web sites, social media accounts, blogs or directories, including those listed on Schedule 2.1(b)(iii), that have been or are used to drive traffic to any of the Domains, as well as passwords and other user login credentials for any of the foregoing; (iv) Any and all data, databases, Customer information (including Personally Identifiable Information) and other records related to Customers or partners of the Business (including financial, credit card, billing, domain name registration and renewal and customer support information, electronic documentation, policies, procedures, brochures and other related items), including any of the foregoing residing on the Equipment; (v) Any and all registered or unregistered copyrights, Trademarks, domain registrations, and patents, together with any applications or registrations for any of the foregoing, whether in process, being prepared, filed, approved, allowed, registered or otherwise (including any expired, withdrawn, abandoned, or “dead” registrations), and any and all licenses, products, services and other Intellectual Property rights related thereto; (vi) Any (A) computer software programs, (B) operating systems, (C) software applications, (D) control panels or (E) database software, used by Seller in connection with the Business (whether open-source or commercially licensed, and including Seller’s billing systems), together with all systems, images, websites, templates, controls or processes used by Seller in connection with the Business (whether written externally or internally within Seller’s operations), and any and all licenses, distribution or re-distribution rights, or other rights to or for any of the foregoing; (vii) All of the IP address ranges or blocks set forth on Schedule 2.1(b)(vii) (the “IP Addresses”); and (viii) Without limiting the foregoing, any items listed on Schedule 2.1(b)(viii), together with any and all goodwill of Seller symbolized by any Trademarks, service marks, trade names, domain names, copyright, patents or other Intellectual Property or any other of the foregoing; (c) The telephone numbers used in connection with the Business, including those listed on Schedule 2.1(c); (d) All books and records used in the Business; (e) All equipment, servers, computers and other tangible personal property, including those listed on Schedule 2.1(e) (“Equipment”); (f) below (collectivelyAll claims, the “Sold Assets”)counterclaims, free causes of action, choses in action, rights of recovery and clear rights of all liabilities, debts, mortgages, liens, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All right, title and interest set-off or recoupment of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”), in each case, to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease); c. All of Seller’s right, title and interest in and to (i) any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued kind with respect to the Sale Containers Acquired Assets and the Assumed Liabilities, but excluding claims, counterclaims, causes of action, choses in action, rights of recovery and rights of set-off or recoupment that constitute Excluded Assets (including for the enforcement of rights or collection of payments) or relate to Excluded Liabilities; (g) The right to receive and retain mail, payments of accounts receivable and other communications related to the Business (other than those constituting or related to Excluded Assets or Excluded Liabilities, if any) and the right to xxxx and receive payment for services performed but unbilled as of the Closing Date; (h) All Permits used in or related to the Business; (i) The other assets set forth on or after the Effective DateSchedule 2.1(i); (j) Any other assets reflected in Working Capital; and e. All books, files, papers, correspondence, databases, documents, records (k) Any and other documentation thereof regarding all goodwill associated with any of the Sale Containers that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containersforegoing.

Assets to be Sold. On the Closing Date, subject to Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in Section 7 hereto have been satisfiedthis Agreement, at the Closing (as defined in SECTION 1.6 below), Seller shall sell, convey, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall purchase and take acquire from Seller, in each case effective as free and clear of July 1any charge, 2011 claim, equitable interest, lien, option, pledge, security interest, mortgage, encroachment, or restriction of any kind (the “Effective Date”an "ENCUMBRANCE"), other than any Encumbrance identified on ANNEX B (a "PERMITTED ENCUMBRANCE"), all of Seller’s right's property and assets, title real, personal or mixed, tangible and interest in intangible, of every kind and description, wherever located, necessary to conduct Seller's crisis and emergency management consulting business (the following assets in clauses "BUSINESS"), as currently conducted as of the Closing, excluding the Excluded Assets, but including the following: (a) through all leasehold interest in all real property leased by Seller (fthe "REAL PROPERTY") below described in SCHEDULE 1.1(A); (collectivelyb) all equipment, furniture, office equipment, computer hardware, supplies, materials, vehicles, the “Sold Assets”RV, and other items of tangible personal property (other than inventory) of every kind owned or leased by Seller (the "TANGIBLE PERSONAL PROPERTY") described in SCHEDULE 1.1(B); (c) all trade accounts receivable and all other accounts or notes receivable of Seller described in SCHEDULE 1.1(C), free as updated from time to time (the "ACCOUNTS RECEIVABLE"); (d) excluding the NDAs (as defined on SCHEDULE 1.4(A)(IV)), the Assumed Employment Agreements, the Equipment Leases, the Leases and clear the Independent Contractor Agreements, any oral or written contract or agreement described on SCHEDULE 1.1(D) (i) under which Seller has or may acquire any rights or benefits, (ii) under which Seller has or may become subject to any obligation or liability, (iii) by which Seller or any of the Assets is or may become bound (any such contract or agreement, a "SELLER CONTRACT"); (e) all liabilitiesGovernmental Authorizations (as defined in SECTION 2.11(B)) and all pending applications therefor or renewals thereof, debts, mortgages, liens, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”SCHEDULE 1.1(E), in each case, case to the extent transferable to Buyer; (but only f) all data and records related to the extentoperations of Seller, and copies of all records referenced in SECTION 1.2(E) below; (g) all of each Sale Container subject the intangible rights and property of Seller, including the Intellectual Property Assets (as defined in SECTION 2.15) described on SCHEDULE 1.1(G) and the Proprietary Assets (as defined in SECTION 2.15), going concern value, goodwill, telephone, telecopy and e-mail addresses, and listings including the name "James Lee Witt Associates, LLC" and abbreviations thereof, excxxx xx xxx xxxxx in SECTION 1.2 below; (h) all insurance benefits, including rights and proceeds, arising from or relating to the terms of such Lease (it being acknowledged Assets after the date hereof and agreed that containers owned by various persons may be subject prior to the terms Closing Date, unless expended prior to the Closing Date in accordance with this Agreement; (i) all claims of a LeaseSeller against third parties relating to the Asset set forth on SCHEDULE 1.1(I); c. All (j) all rights of Seller’s rightSeller relating to employee advances, title deposits and interest prepaid expenses, claims for refunds and rights to offset in and to respect thereof which are not excluded under SECTION 1.2(F), set forth on SCHEDULE 1.1(J) (i) any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with respect to the Sale Containers on or after the Effective Date"DEPOSITS AND PREPAYMENTS"); and e. All books(k) all rights under all subcontractor and independent consultant agreements set forth on SCHEDULE 1.1(K) (the "INDEPENDENT CONTRACTOR AGREEMENTS"). Notwithstanding the foregoing, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any the transfer of the Sale Containers that are maintained on behalf Assets pursuant to this Agreement will not include the assumption of Seller by CCC any liability or obligation in the ordinary course of business (the “Books and Records”respect thereof unless Buyer expressly assumes such liability or obligation pursuant to SECTION 1.4(A); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containers.

Assets to be Sold. On the Closing Date, subject to Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in Section 7 hereto have been satisfiedthis Agreement, at the Closing and effective as of the Effective Time, each Seller shall sell, convey, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and take acquire from such Seller, free and clear of any Encumbrances other than Permitted Encumbrances all of such Seller’s right, title, and interest in and to the Business, including the following (but excluding the Excluded Assets): (a) all Tangible Personal Property; (b) all Inventories; (c) Except as set forth in Section 2.2(k), all Seller Contracts, and all outstanding offers or solicitations made by or to any Seller to enter into any Contract related solely to the Business (the “Assigned Contracts”); (d) the Real Property Lease set forth in the Seller Disclosure Letter, together with any leasehold improvements thereunder (the “Assigned Lease”); (e) all Governmental Authorizations related solely to the Business and all pending applications therefor or renewals thereof, in each case effective as to the extent permitted by applicable Legal Requirement and otherwise transferable to Buyer; (f) the data and Records of July 1each Seller related solely to the Business that, 2011 consistent with such Seller’s past practices, are located at a facility located on the land or located at a property subject to a Real Property Lease, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records; THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. (the “Effective Date”), g) all of Seller’s the intangible rights and property of Sellers used solely in the Business, including going concern value, goodwill, Software, and the Owned Intellectual Property (including Sellers’ right, title and interest in or to any assumed fictional business names, trade names, registered and to the following assets in clauses (a) through (f) below (collectivelyunregistered trademarks, the service marks, applications, logos, icons or any other trade designation or derivative of “Sold AssetsFastTrack” or “Exchange Lynx”), free ; (h) all rights in the internet web sites and clear of all liabilities, debts, mortgages, liens, and encumbrances except as internet domain names set forth in this Agreement:the Seller Disclosure Letter; and a. The Containers(i) all claims of Seller against Third Parties relating to the Business or the Assets, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent; such Containers being hereinafter and (j) all rights of Sellers relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof, in each case related to the Business. All of the property and assets to be transferred to Buyer hereunder are herein referred to, collectively, to collectively as the “Sale Containers”; b. All right, title and interest of Assets.” Notwithstanding the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”), in each caseforegoing, to the extent that any of the Assigned Contracts (but only other than those required to be assigned or renewed pursuant to Section 2.8(a)(ix) hereof) are not assignable without the consent, waiver or approval of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof. Parent and Sellers, in consultation with Buyer, shall use reasonable efforts to obtain such consents as contemplated by Section 5.1 hereof, and Buyer shall submit any financial information reasonably requested by the contract party in connection with the purchase of the Business in applying for such consents. If any such consent is not obtained prior to the extent) of each Sale Container subject Closing Date, Parent and Sellers shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned to the terms Buyer under the relevant contract, including enforcement at the cost and for the account of the Buyer of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such Lease (it being acknowledged and agreed other party or otherwise; provided that containers owned by various persons may be subject to the terms of a Lease); c. All of Seller’s right, title and interest in and Buyer shall undertake to (i) any purchase agreement pursuant pay or satisfy the corresponding Liabilities for the enjoyment of such benefit to which Seller acquired any of the Sale Containersextent that Buyer would have been responsible therefor hereunder if such consent, waiver or approval had been obtained, (ii) warranties by pay all the manufacturers or original sellers reasonable costs and expenses of the Sale ContainersParent and Sellers, other than non out-of-pocket expenses (e.g., time of Parent’s and Sellers’ employees), in each case, to the extent (but only to the extent) that providing such purchase agreement or warranty relates to a Sale Containerarrangements and taking such actions, and (iii) indemnify Parent and Sellers in full for any security deposit(sloss, claims or damages resulting to Parent and Sellers (including reasonable attorneys’ fees and expenses) held by Seller under a Lease to the extent (but only to the extent) that in providing such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values arrangements and insurance payments accrued with respect to the Sale Containers on or after the Effective Date; and e. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in taking such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containersactions.

Assets to be Sold. On the Closing Date, subject to Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in Section 7 hereto have been satisfiedthis Agreement, effective as of the Effective Time, Sellers shall sell, convey, assign, transfer, convey transfer and deliver to BuyerPurchaser, free and clear of all Encumbrances other than the Permitted Encumbrances (including those set forth on Schedule 2.1), and Buyer Purchaser shall purchase and take acquire from SellerSellers, in each case effective as of July 1, 2011 (the “Effective Date”), all of Seller’s Sellers' right, title and interest in and to all of Sellers' property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following assets in clauses (but excluding the Excluded Assets (as defined below)): (a) through all Real Property and Real Property Leases described in Section 2.1(a) of the Seller Disclosure Schedule currently owned or leased by Seller or any of its Subsidiaries (the "ASSUMED REAL ESTATE"), but excluding the Real Property and Real Property Leases relating to Seller's facilities in Rexdale, Ontario and Henrietta, New York (together, the "EXCLUDED REAL ESTATE INTERESTS"); (b) all Tangible Personal Property of Seller and its Subsidiaries, including those items described in Schedule 2.1(b) of the Seller Disclosure Schedule; (c) all Inventories of Sellers and their Subsidiaries; (d) all Accounts Receivable of Sellers and their Subsidiaries, including all intercompany receivables due to Seller; (e) all Seller Contracts set forth on Schedule 2.1(e) of the Seller Disclosure Schedule, and all other Seller Contracts and outstanding offers or solicitations made by or to Seller to enter into any Contract after the date hereof that are made in accordance with the provisions of this Agreement, in each case which are assignable by their terms or with respect to which consent to assignment is obtained (the "ASSUMED SELLER CONTRACTS"); (f) below all Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Purchaser, including those listed in Section 3.5(c) of the Seller Disclosure Schedule; (collectivelyg) all data and Records related to the operations of Seller, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records (all in the “Sold Assets”state in which such records and information presently exists) and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(m); (h) all of the intangible rights and property of Seller, including Intellectual Property Rights (as defined in Section 3.15), free good-will, telephone and clear of all liabilities, debts, mortgages, lienstelecopy numbers to the extent transferable, and encumbrances except as set forth e-mail addresses, websites and listings and those items listed in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as Section 3.15(b) of the “Sale Containers”Seller Disclosure Schedule; b. (i) All right, title and interest rights (including all Intellectual Property Rights) of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”), in each case, to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged trademarks, service marks, trade names, trade dress and agreed that containers owned other names and brand identifiers held or used by various persons may be subject to the terms of a Lease); c. All of Seller’s right, title and interest in and to (i) any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by the manufacturers Seller or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Dateits Subsidiaries, including, without limitation, payments the name "A.B. Dick Company," "A.B. Dick Company of rentCanada, termination valuesLtd." and "A.B. Dick UK Limited" and the applications and registrations therefore identified in Section 3.15(b) of the Seller Disclosure Schedule (collectively, casualty values the "MARKS"), and insurance payments accrued with respect to the Sale Containers on or after the Effective Date; and e. All booksfurther including all filings associated therewith and all specimens, samples, illustrations and files, papers, correspondence, databases, documents, records and or other documentation thereof regarding any of the Sale Containers that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books arising from or relating to such registrations, applications, and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containers.filings;

Assets to be Sold. On the Closing Date, subject to Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in Section 7 hereto have been satisfiedthis Agreement, at the Closing, Seller shall sell, convey, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall purchase and take acquire from Seller, in each case effective as free and clear of July 1, 2011 (the “Effective Date”)any encumbrances other than any permitted herein, all of Seller’s 's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following assets in clauses (the "Assets"): (a) through all tangible personal property, as listed in Exhibit "A" (the "Tangible Personal Property"); (b) all cash on deposit, cash equivalents and short-term investments on hand prior to consummation of this transaction, including those amounts received from a business for which Seller has agreed to provide PEO services ("Clients") in connection with the performance by Clients of obligations under their PEO Contracts with Seller and for which Seller has a corresponding obligation that constitutes an Assumed Liability and all funds on deposit or in restricted accounts for the purpose of securing insurance coverage. (c) all accounts receivable, as listed in Exhibit "B" (the "Accounts Receivable"); (d) all contracts with customers and suppliers, as listed in Exhibit "C", which includes all outstanding offers or solicitations made by or to Seller to enter into any contract (the "Contracts"); (e) all Governmental Authorizations and all pending applications therefor or renewals thereof, as listed in Exhibit "D" (the "Governmental Authorizations"); (f) below all insurance programs being offered by Seller to its PEO (collectively, the “Sold Assets”), free and clear of all liabilities, debts, mortgages, liens, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectivelyProfessional Employer Organization) customers, as listed in Exhibit "E" (the “Sale Containers”; b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”), in each case, to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease"Insurance Programs"); c. All of Seller’s right, title and (g) all interest in and to securities owned of all subsidiary operations and corporations as listed in Exhibit "F"; (h) all claims for refund of taxes and other governmental charges of whatever nature; and (i) any purchase agreement pursuant all data and records related to the operations of Seller, including client and customer lists and records, referral sources, market research reports, financial and accounting records, advertising materials, promotional materials, correspondence and other similar documents and records, which Seller acquired any shall be preserved by Buyer as provided in Paragraph 10.8, below; (j) all of the Sale Containersintangible rights and property of Seller, including intellectual property assets, telephone, telecopy and e-mail addresses and listings; (iik) warranties by the manufacturers or original sellers all claims of the Sale Containers, in each case, Seller against third parties relating to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with respect to the Sale Containers on or after the Effective DateAssets; and e. All books(l) all rights of Seller relating to deposits and prepaid expenses, files, papers, correspondence, databases, documents, records claims for refunds and other documentation thereof regarding any rights to offset in respect thereof. The transfer of the Sale Containers Assets pursuant to this Agreement shall not include the assumption of any liability related to the Assets unless Buyer expressly assumes that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containersliability herein.

Assets to be Sold. On the Closing Date, subject to Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in Section 7 hereto have been satisfiedthis Agreement, at the Closing and effective as of the Effective Time, each Seller shall sell, convey, assign, transfer, convey and deliver to Buyer, or one or more Affiliates of Buyer to which Buyer has assigned its rights hereunder in accordance with Section 13.8, and Buyer (or such assignee) shall purchase and take acquire from such Seller, in each case effective as free and clear of July 1, 2011 (the “Effective Date”)any Encumbrances other than Permitted Encumbrances, all of such Seller’s 's right, title title, and interest in and to all of such Seller's property and assets, real, personal, or mixed, tangible and intangible, of every kind and description, wherever located, belonging to such Seller and which relate to either Business as well as any goodwill associated therewith, including the following assets in clauses (but excluding the Excluded Assets): (a) through all Tangible Personal Property, including those items described in Section 3.5(a) of the Seller Disclosure Schedules, together with all rights of Sellers against Third Parties relating to such Tangible Personal Property; (b) all Inventories, together with all rights of Sellers against suppliers or manufacturers of such Inventories; (c) all Accounts Receivable (other than any Accounts Receivable due from any Seller to another Seller or due from any Related Person of any Seller); (d) (i) all Seller Contracts listed or required to be listed in Section 3.17(a) of the Seller Disclosure Schedules, (ii) to the extent, but only to the extent, of the Specified Nabors Rigs, the Nabors Contract, and (iii) all outstanding offers or solicitations made by or to any Seller to enter into any Contract related to either Business ("Bids"); (e) all unearned customer deposits; (f) below all Governmental Authorizations related to either Business and all pending applications therefor or renewals thereof, including those listed or required to be listed in Section 3.14(b) of the Seller Disclosure Schedules, in each case to the extent permitted by applicable Legal Requirements and otherwise transferable to Buyer; (collectivelyg) all data and Records related to either Business, the “Sold Assets”)including client and customer lists and Records, free referral sources, research and clear development reports and Records, production reports and Records, quality control data, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all liabilitiespersonnel Records (the "Business Records"); (h) all of the intangible rights and property of Sellers used in either Business, debtsincluding all Intellectual Property and going concern value, mortgagesgoodwill and rights under Intellectual Property Licenses; (i) all rights of Sellers relating to deposits and prepaid expenses, liensadvance payments, security, claims for refunds and rights to offset in respect thereof, in each case related to either Business, that are not listed in Section 2.2(d) of the Seller Disclosure Schedules and that are not excluded under Section 2.2(f); (j) all rights of Sellers pertaining to any counterclaims, set-offs or defenses it may have with respect to the Assumed Liabilities; and (k) all other assets, properties, and encumbrances except as set forth rights of every kind owned or held by Sellers or in which Sellers have an interest on the Closing Date, known or unknown, fixed or unfixed, accrued, absolute, contingent or otherwise, whether or not specifically referred to in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”)that, in each case, relate to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease); c. either Business. All of Seller’s right, title the property and interest in and assets to (i) any purchase agreement pursuant be transferred to which Seller acquired any of Buyer hereunder are herein referred to collectively as the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with respect to the Sale Containers on or after the Effective Date; and e. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containers"Assets."

Assets to be Sold. On the Closing Date, subject to 2.1.1 Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in this Agreement (including the conditions listed in this Section 7 hereto have been satisfied2.1 below), at the Closing, Seller shall, or Seller shall cause a Seller Local Entity (defined below in this Section 2.1) to, sell, convey, assign, transfer, convey transfer and deliver to Buyer or Buyer's nominee, and Buyer or Buyer's nominee shall purchase and take acquire from Seller, in each case effective as free and clear of July 1, 2011 (the “Effective Date”)any Encumbrances other than Permitted Encumbrances, all of Seller’s 's, or all of Seller Local Entity's, right, title and interest in and to the following assets in clauses of the Acquired Business as a going concern (but excluding the Retained Assets): (a) through the tangible personal property items listed or described in Schedule 2.1.1(a), which Schedule shall be updated at Closing ("TANGIBLE PERSONAL PROPERTY"); (b) the Inventories reflected on the Final Statement of Net Operating Assets; (c) the Accounts Receivable reflected on the Final Statement of Net Operating Assets; (d) the Seller Contracts (including the Leased Real Property) listed or described in Schedule 2.1.1(d); (e) the data and Records related to the operations of the Acquired Business, excluding all personnel Records and other Records that Seller is required by law to retain in its possession (copies of which shall be made available to Buyer on request); (f) below the Intellectual Property Assets of the Acquired Business listed in Schedule 2.1.1(f); and (collectively, g) pre-payments relating to the “Sold Assets”Acquired Business and other miscellaneous assets of the Acquired Business listed on Schedule 2.1.1(g), free . 2.1.2 All of the property and clear of all liabilities, debts, mortgages, liens, and encumbrances except as set forth in assets to be transferred to Buyer under this Agreement: a. The Containers; such Containers being hereinafter Section 2.1 shall be herein referred to, collectively, to collectively as the “Sale Containers”; b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”), in each case, to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease); c. All of Seller’s right, title and interest in and to (i) any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with "ACQUIRED ASSETS." With respect to the Sale Containers Schedules referenced in this Section 2.1 ("ASSET SCHEDULES"), Seller hereby provides to Buyer on or after the Effective date hereof a current schedule of such Assets. Not later than five (5) days prior to the Closing Date; and e. All books, files, papers, correspondence, databases, documents, records Seller shall deliver to Buyer final updated Asset Schedules. Buyer shall have an opportunity to review all such updated asset schedules and other documentation thereof regarding request that Seller provide an explanation and/or support that any assets added to such schedules are part of the Sale Containers that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws Acquired Business. The final disposition of the Cayman Islands Acquired Assets may be adjusted by the Final Statement of Net Operating Assets (“CAY”as defined in Section 2.3(e), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containers).

Assets to be Sold. On the Closing Date, subject to (a) Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in Section 7 hereto have been satisfiedthis Agreement, at the Closing, Seller shall sell, convey, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall purchase and take acquire from Seller, in each case effective as free and clear of July 1, 2011 (the “Effective Date”)any encumbrances, all of Seller’s 's right, title and interest in and to all of Seller's property and assets as of June 30, 2002, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including without limitation the following specific assets in clauses listed on Schedule 2.1 (a) hereto. All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "Assets." (b) In the event certain Assets may not be legally transferred or assigned to Buyer upon Closing, Seller and/or Shareholder shall give Buyer the exclusive, royalty-free right to use such Assets through Seller (fback to back) below (collectivelyaccording to any applicable law for no additional consideration, and the provision by Buyer to Seller of this right shall be deemed fulfillment of Seller's obligations under this Section 2.1; provided, however, that to the extent that it becomes possible subsequent to the closing to legally transfer or assign such Assets to the Buyer after the Closing, Seller and/or Shareholder shall take all steps necessary or appropriate to effecting the parties' intent to transfer such Assets to the Buyer in fee simple absolute. Without limiting the generality of the foregoing, the “Sold Assets”)parties acknowledge that the Assets to which this subsection refers shall include, but shall not be limited to, the Technology Rights (as hereinafter defined) and any contractual rights with respect to agreements and/or leases as to which the Seller may require the consent of a third party in order to assign its rights and/or obligations thereunder to Buyer. (c) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to EFL, and EFL shall purchase and acquire from Shareholder, free and clear of any encumbrances, all liabilitiesof Shareholder's right, debtstitle and interest in the Seller's technology as listed on Schedule 2.1(c) hereto (the "Technology Rights") (unless the context clearly provides otherwise, mortgagesthe term "Assets" as used throughout this Agreement shall also include the Technology Rights). EFL and Buyer are fully aware to the provisions of the Law for the Encouragement of Industrial Research and Development, liens5744-1984, and encumbrances except as set forth in this Agreement:the regulations promulgated thereunder, and hereby undertake to follow the provisions of the above-mentioned law and regulations and/or any other applicable law relating to the Technology Rights. a. The Containers; such Containers being hereinafter referred to(d) Simultaneously with the sale by the Seller of the Assets, collectivelythe Shareholder shall sell and assign to the Buyer, as for $1.00 and other good and valuable consideration, the “Sale Containers”; b. All receipt and sufficiency of which is hereby acknowledged, $1,504,735 of the Shareholder's right, title and interest of the Seller in Shareholder and/or any lease to which any Sale Container is subject on subsidiary of the Effective Date (each, a “Lease” and collectively, the “Leases”), in each case, to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease); c. All of Seller’s right, title and interest Shareholder in and to (i) any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by subordinated loan from the manufacturers or original sellers of the Sale Containers, in each case, Shareholder to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with respect to the Sale Containers on or after the Effective Date; and e. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers that are maintained on behalf of Seller by CCC in the ordinary course amount of business $1,804,735 (such $1,504,735 interest that Buyer is acquiring from the “Books Shareholder is hereinafter referred to as the "Shareholder Loan"). Such sale and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records assignment shall be maintained evidence by and an assignment in the possession form of CAY, except as otherwise directed by Buyer as owner of the Sale ContainersExhibit 2.1(d) hereto.

Assets to be Sold. On the Closing Date, subject to Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in this Agreement, at the Closing (as defined in Section 7 hereto have been satisfied1.6 below), Seller shall sell, convey, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall purchase and take acquire from Seller, in each case effective free and clear of any charge, claim, equitable interest, lien, option, pledge, security interest, mortgage, encroachment, or restriction of any kind (an "ENCUMBRANCE"), other than any Encumbrance identified on ANNEX A as of July 1, 2011 acceptable to Buyer (the “Effective Date”a "PERMITTED ENCUMBRANCE"), all of Seller’s right's property and assets, title real, personal or mixed, tangible and interest intangible, of every kind and description, wherever located, belonging to Seller and used in the conduct of the Seller's private investigations and to security consulting business (the "BUSINESS"), including the following assets in clauses (but excluding the Excluded Assets): (a) through all leasehold interest in all real property leased or used by Seller (f) below (collectively, the “Sold Assets”"REAL PROPERTY"), free and clear of including the Real Property described in SCHEDULE 2.6; (b) all liabilitiesequipment, debtsfurniture, mortgagesoffice equipment, lienscomputer hardware, supplies, materials, vehicles, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as other items of tangible personal property (other than inventory) of every kind owned or leased by Seller (the “Sale Containers”; b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”"TANGIBLE PERSONAL PROPERTY"), including those items described in each case, to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a LeaseSCHEDULE 2.7(B); c. All (c) all trade accounts receivable and all other accounts or notes receivable of Seller’s right, title and interest in and to Seller (the "ACCOUNTS RECEIVABLE"); (d) any oral or written contracts or agreement (i) any purchase agreement pursuant to under which Seller acquired has or may acquire any of the Sale Containersrights or benefits, (ii) warranties under which Seller has or may become subject to any obligation or liability, or (iii) by the manufacturers which Seller or original sellers any of the Sale ContainersAssets is or may become bound (any such contract or agreement, a "SELLER CONTRACT"), including those Seller Contracts listed on SCHEDULE 2.14; (e) all Governmental Authorizations (as defined in SECTION 2.11(B)) and all pending applications therefor or renewals thereof, in each case, case to the extent transferable to Buyer; (but only f) all data and records related to the extent) that such purchase agreement or warranty relates to a Sale Containeroperations of Seller, and copies of all records referenced in SECTION 1.2(E) below; (iiig) all of the intangible rights and property of Seller, including the Intellectual Property Assets (as defined in SECTION 2.16) and the Proprietary Assets (as defined in SECTION 2.16), going concern value, goodwill, telephone, telecopy, and e-mail addresses, websites, domain names, and listings including the name "Hyperion Risk," abbreviations thereof, and Hyperion Risk, Inc., or any security deposit(sprevious name or names utilized by the Seller; (h) held by Seller under a Lease all insurance benefits, including rights and proceeds, arising from or relating to the extent (but only Assets prior to the extent) that such security deposit relates to a Sale ContainerClosing Date; d. All proceeds (i) all claims of the Sale Containers Seller against third parties relating to the extent accrued on or after the Effective DateAssets; (j) all cash and cash equivalents and all securities and short term investments; (k) all rights of Seller relating to deposits and prepaid expenses, including, without limitation, payments of rent, termination values, casualty values claims for refunds and insurance payments accrued with rights to offset in respect to the Sale Containers on or after the Effective Datethereof which are not excluded under SECTION 1.2(F); and e. (l) all other properties and assets of every kind, character and description, tangible or intangible, of every kind and description, owned by Seller, whether or not similar to the items specifically set forth above. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers that property and assets to be transferred to Buyer hereunder are maintained on behalf of Seller by CCC in referred to collectively as the ordinary course of business ("Assets". Notwithstanding the “Books and Records”); providedforegoing, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws transfer of the Cayman Islands (“CAY”Assets pursuant to this Agreement will not include the assumption of any liability or obligation in respect thereof unless the Buyer expressly assumes such liability or obligation pursuant to SECTION 1.4(A), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containers.

Assets to be Sold. On the Closing Date, subject to (a) Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in Section 7 hereto have been satisfiedthis Agreement, Sellers hereby sell, convey, assign, transfertransfer and deliver the Assets and assign the Assumed Liabilities to Buyers, convey and Buyers hereby purchase and acquire from Sellers, the Assets and assume the Assumed Liabilities, for the Purchase Price. (b) Sellers hereby sell, convey, assign, transfer and deliver to Buyer, Buyers and Buyer shall Buyers hereby purchase and take acquire from SellerSellers, in each case effective as free and clear of July 1, 2011 (the “Effective Date”)any Encumbrances other than Permitted Encumbrances, all of Seller’s Sellers’ right, title and interest in and to substantially all of Sellers’ property and assets, whether real, personal or mixed, tangible and intangible, of every kind and description, wherever located other than the following assets in clauses (a) through (f) below Excluded Assets (collectively, the “Sold Assets”), which include the following: (i) all Real Property Leases set forth in Section 3.8 of the Disclosure Schedule; (ii) all Tangible Personal Property; (iii) all Inventories; (iv) all Accounts Receivable; (v) all Assumed Contracts, including those listed in Section 3.20(a) of the Disclosure Schedule; (vi) all Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to a Buyer under applicable Legal Requirement, including those listed in Section 3.17(b) of the Disclosure Schedule, except for Governmental Authorizations solely relating to ownership of the Excluded Assets or relating to any Seller’s existence or good standing; EXECUTION VERSION (vii) all data and Records related to the operations of Sellers, including, those relating to client and customer lists, referral sources, research and development reports, production reports, service and warranty, equipment logs, operating guides and manuals, financial and accounting, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(g); (viii) all of the intangible rights and property of Sellers, including all Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Section 3.25(b) of the Disclosure Schedule and Section 3.25(c) of the Disclosure Schedule; (ix) to the extent assignable, all insurance proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing; (x) all claims of Seller against third parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(b)(x); (xi) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not excluded by Section 2.2(d) or Section 2.2(h); and (xii) all rights of Sellers relating to the Savings Plan. (c) Shareholders hereby convey, assign, transfer and deliver to Buyers and Buyers hereby accept and acquire from Shareholders for no consideration the vehicles set forth on Schedule 2.1(c) free and clear of any Encumbrances, “as is”, “where is” and “with all liabilitiesfaults”. (d) The Assets are hereby be transferred from Sellers to Buyers as follows: the Assets of K Defense are hereby purchased by and transferred to API Defense, debtsexcept for the Assets associated with the activities of K Defense that require special classification and/or security clearance from the Defense Security Service, mortgages, lienswhich Assets are hereby purchased by and transferred to API USA, and encumbrances except as set forth in this Agreement: a. the Assets of KII and K Industries are hereby purchased by and transferred to Systems. The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All right, title and interest details of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” purchase and collectively, the “Leases”), in each case, transfer of Assets to the extent Buyer are reflected in the Bills of Sale. (but only to e) The transfer of the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease); c. All of Seller’s right, title and interest in and to (i) any purchase agreement Assets pursuant to which Seller acquired this Agreement does not include the assumption of any of the Sale ContainersLiability, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, unless Buyers expressly assume that Liability pursuant to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with respect to the Sale Containers on or after the Effective Date; and e. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”Section 2.6(a); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containers.

Assets to be Sold. On the Closing Date, subject to Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in Section 7 hereto have been satisfiedthis Agreement, at the Closing, Seller shall sell, convey, assign, transfer, convey transfer and deliver to Buyer, and Buyer shall purchase and take acquire from Seller, in each case effective as free and clear of July 1, 2011 (the “Effective Date”)any encumbrances other than any permitted herein, all of Seller’s 's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following assets in clauses (the "Assets"): (a) through all tangible personal property, as listed in Exhibit "A" (the "Tangible Personal Property"); (b) all accounts receivable, as listed in Exhibit "B" (the "Accounts Receivable"); (c) all contracts with customers and suppliers, as listed in Exhibit "C", which includes all outstanding offers or solicitations made by or to Seller to enter into any contract (the "Contracts"); (d) all Governmental Authorizations and all pending applications therefor or renewals thereof, as listed in Exhibit "D" (the "Governmental Authorizations"); (e) all insurance programs being offered by Seller to its PEO (Professional Employer Organization) customers, as listed in Exhibit "E" (the "Insurance Programs"); (f) below (collectivelyall data and records related to the operations of Seller, the “Sold Assets”)including client and customer lists and records, free referral sources, market research reports, financial and clear of all liabilitiesaccounting records, debtsadvertising materials, mortgagespromotional materials, lienscorrespondence and other similar documents and records, and encumbrances except which shall be preserved by Buyer as set forth provided in this Agreement: a. The Containers; such Containers being hereinafter referred toParagraph 10.8, collectively, as the “Sale Containers”below; b. All right, title and interest (g) all of the intangible rights and property of Seller, including intellectual property assets, telephone, telecopy and e-mail addresses and listings; (h) all claims of Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”), in each case, against third parties relating to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease);Assets; and c. All of Seller’s right, title and interest in and to (i) any purchase agreement all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof. The transfer of the Assets pursuant to which Seller acquired this Agreement shall not include the assumption of any of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, liability related to the extent (but only to the extent) Assets unless Buyer expressly assumes that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with respect to the Sale Containers on or after the Effective Date; and e. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containersliability herein.

Assets to be Sold. On the Closing Date, subject to the terms and conditions set forth herein, Seller shall, provided that A complete list of all of the conditions set forth in Section 7 hereto have been satisfiedassets which are subject to this sale, sellare attached to this Agreement as Exhibit “A”. Seller warrants that it has, assignor will at the closing of this transaction, transfer, convey good and deliver to Buyer, and Buyer shall purchase and take from Seller, in each case effective as of July 1, 2011 (the “Effective Date”), all of Seller’s right, title and interest in and to the following assets in clauses (a) through (f) below (collectively, the “Sold Assets”)marketable title, free and clear of all liabilitiesliens and encumbrances, debtsexcept any liens or encumbrances disclosed herein, mortgages, liens, and encumbrances except as set forth in this Agreement: a. The Containers; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”), in each case, to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease); c. All of Seller’s right, title and interest in and to (i) any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Container, and (iii) any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with respect to the Sale Containers items to be listed on Exhibit “A”. Buyer shall receive a copy of the Exhibit “A” at the time of execution of this contract and, as of execution of this contract, acknowledge that all of the assets contained on Exhibit “A” are the assets of personal property and assets to be licensed by Seller pursuant to this agreement, which shall include a disclaimer of all warranties, expressed, implied or statutory. Buyer shall have ten (10) business days after receipt of Exhibit “A”, within which to cancel this Contract after which all parties shall be discharged from all further liability under the Effective Date; and e. All booksterms of this contract. Assets shall also include license of all associated (i) trademarks, filesservice marks, papersbrand names, correspondencecertification marks, databasescollective marks, documentsd/b/a’s, records domain names, logos, symbols, trade dress, assumed names, fictitious names, trade names, and other documentation thereof regarding any indicia of origin, all applications and registrations for the Sale Containers that are maintained on behalf foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of Seller by CCC in the ordinary course of business same (the collectively, “Books Trademarks’”): (ii) inventions and Recordsdiscoveries, whether patentable or not, and all patents, registrations, invention disclosures and applications therefor, including divisions, continuations, continuations-in-part and renewal applications, and including renewals, extensions and reissues (collectively, “Patents”); provided(iii) trade secrets, howeverand know-how, thatincluding processes, as long as CCC’s affiliateschematics, Cronos Containers business methods, formulae, drawings, prototypes, models, designs, customer lists and supplier lists (Caymancollectively, “Trade Secrets’”): (iv) Ltd.published and unpublished works of authorship, a company organized whether copyright able or not (including without limitation databases and existing under the laws other compilations of the Cayman Islands information), including mask rights and computer software, copyrights therein and thereto, registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof (collectively, “CAYCopyrights”); (v) any other intellectual property or proprietary rights; and (vi) all formulas, manages recipes, binders, processes, techniques, discoveries and applications relating to the Sale Containers for Buyerassets, then including, by way of example, all formulas, recipes, binders, processes, techniques, discoveries and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containersapplications related to Sellers product lines.

Assets to be Sold. On (a) Upon the Closing Date, terms and subject to the terms and conditions set forth hereinof this Agreement, at the closing provided for in Section 2.03 (the "Brokerage Closing"), Seller shallshall sell, provided that all of the conditions set forth in Section 7 hereto have been satisfied, sellconvey, assign, transfer, convey transfer and deliver to Buyer (or to a Subsidiary of Buyer, as directed by Buyer), and Buyer (or such Subsidiary) shall purchase purchase, acquire and take assume from Seller, good and valid title in each case effective as of July 1, 2011 (the “Effective Date”), and to all of Seller’s 's right, title and interest in and to all of the following property and assets (other than the Excluded Assets) used primarily in clauses (a) through (f) below or necessary to conduct the Brokerage Business (collectively, the “Sold "Brokerage Assets”"), free and clear of any Liens other than Permitted Liens, including: (i) all liabilitiesCompany's rights under the Eligible Customer Accounts as of the Brokerage Closing Date, debtsother than the Excluded Accounts (the "Transferred Accounts"); (ii) all Company's rights under the Customer Agreements related to the Transferred Accounts, mortgagesincluding, Company's rights as to all guarantees, warranties and indemnities related thereto; (iii) all Company's rights under the margin loans extended to customers with respect to the Transferred Accounts (the "Margin Loans"), including any liens, pledges and encumbrances except similar rights in favor of Company or any Affiliate with respect thereto; (iv) with respect to the Transferred Accounts: (A) all material information relating to each Transferred Account (all such information, the "Transferred Account Information"); and (B) to the extent legally permissible under applicable privacy laws, all rights granted by customers to use Transferred Account Information, including all customer instructions and consents with respect to solicitation; (v) all Broker Loans; (vi) all Company's rights with respect to the accrued and unpaid fees (the "Accrued Fees") with respect to the Transferred Accounts; (vii) all equipment, furniture, fixtures, improvements and all other tangible personal property used primarily in or necessary to conduct the Brokerage Business as presently conducted by Company (but excluding equipment, furniture, fixtures, improvements and tangible personal property used primarily in the Capital Markets Business and/or the Excluded Functions and not necessary to conduct the Brokerage Business) as set forth on Schedule II ("Acquired Property"); (viii) Company's rights under all Assumed Contracts, subject to any agreements relating to the sharing of leased facilities pursuant to the Transition Services Agreement and the Sublease; (ix) all franchises, licenses, permits, certificates, approvals and other authorizations from any Governmental Entity (collectively, "Permits"), received by or issued to Company to own, or lease and operate the Brokerage Business and to conduct the Brokerage Business as it has been conducted by Company; (x) Trademarks and Intellectual Property, together with all additions, modifications, updates and enhancements, subject to the terms and conditions of the Transition Services Agreement; (xi) the Books and Records subject to Section 3.07; (xii) as set forth in Section 3.4(f) of this Agreement:, the assets of the Transferred Plans that represent liabilities attributable to the Transferred Employees; a. The Containers(xiii) such prepaid fees and expenses as Buyer and Seller shall mutually agree as necessary and appropriate for the operation by Buyer of the Brokerage Business as currently conducted by Company; such Containers being hereinafter referred to, collectivelyand (xiv) all marketable securities held by Company as principal in respect of the Brokerage Business ("Marketable Securities"), as the “Sale Containers”;listed on Schedule II to be provided by Seller. b. All right(b) Such sale, title conveyance, assignment, transfer and interest delivery shall be effected by delivery by Seller to Buyer or its designees of the Seller in any lease to which any Sale Container is subject on the Effective Date (each, a “Lease” and collectively, the “Leases”), in each case, to the extent (but only to the extent) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease); c. All of Seller’s right, title and interest in and to (i) any purchase agreement pursuant a duly executed bill of sale in a form to which Seller acquired any be mutually agreed (the "Bill of the Sale ContainersSale"); anx (xi) a duly executed assignment of Trademarks and Xxxellectual Property, (ii) warranties by the manufacturers or original sellers of the Sale Containersincluding patents, trademarks, trade names, copyrights and licenses and applications therefor, in each caserecordable form and otherwise in a form to be mutually agreed (the "Intellectual Property Assignment" and, together with the Bill of Sale the "Instruments of Assignment") as shall be necessary tx xxst in Buyer good and valid title to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale ContainerBrokerage Assets, free and (iii) clear of any security deposit(s) held by Seller under a Lease to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective Dateand all liabilities, including, without limitation, payments of rent, termination values, casualty values obligations and insurance payments accrued with respect to the Sale Containers on or after the Effective Date; and e. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAYLiens, except as otherwise directed by Buyer as owner of the Sale ContainersAssumed Liabilities and Permitted Liens.

Assets to be Sold. On the Closing Date, subject to Upon the terms and conditions set forth herein, Seller shall, provided that all of subject to the conditions set forth in Section 7 hereto have been satisfiedthis Agreement, at the First Closing and Second Closing, respectively, Seller and Guarantor, as indicated, shall sell, convey, assign, transfer, convey transfer and deliver to BuyerBuyer (or cause to be so assigned, conveyed, transferred and delivered), and Buyer shall purchase and take acquire from Seller, in each case effective as free and clear of July 1, 2011 (the “Effective Date”)any Encumbrances other than Permitted Encumbrances, all of Seller’s rightthe rights, title title, and interest in interests of Seller or any Seller Affiliate in, under and to all of the following assets First Closing Assets and Second Closing Assets identified in clauses Subsections (a) through (e) below, but not including any of the Excluded Assets (the First Closing Assets and the Second Closing Assets, collectively, the “Assets”): (a) Seller’s Geothermal Leases, Permits and Right of Ways identified on Schedule 2 and Schedule 2.1(a); (b) The Contracts, permits and agreements identified on Schedule 2.1(b), excluding however the Empire Agreements which on or before the Second Closing Date shall either be: (i) purchased as provided in Section 5.4, or (ii) terminated. (c) All of the real, personal and mixed property located on or used in the operation of the Project (whether located on or off the Project Site), which is owned or leased by Seller or any Affiliate of Seller, in whole or in part, or in which the Seller or any Affiliate of Seller otherwise has an interest, including without limitation the items listed on Schedule 2.1(c); (i) All accounts receivable and other rights to payment of the Seller under any of the Contracts or otherwise which arise on or after the First Closing Date with respect to the First Closing Assets and which arise on or after the Second Closing Date with respect to the Second Closing Assets, and the full benefit of all security for such accounts or rights to payment and any other rights of the Seller related to the foregoing; (ii) all of the Company’s other intangible rights and property, including going concern value, goodwill, directory, telecopy and e-mail names, numbers, addresses and listings and domain names, and all rights that the Company may have to institute or maintain any action to protect the same and recover damages for any misappropriation or misuse thereof; (iii) all insurance benefits, including rights and proceeds, arising from or relating to the First Closing Assets and the Assumed Liabilities assumed at the First Closing prior to the First Closing Date and arising from or relating to the Second Closing Assets and the Assumed Liabilities assumed at the Second Closing prior to the Second Closing Date; and (iv) all of the Company’s rights to recovery arising out of litigation or any other proceeding that is currently pending or commences prior to the First Closing Date with respect to rights or recovery relating to the First Closing Assets and that is currently pending or commences prior to the Second Closing Date with respect to any other rights or recovery; (e) All of the original and duplicate files, records and data relating to the items described in subsections (a), (b), (c), and (d) above, including title records; contracts; correspondence; documents; microfiche lists; computer output; geological, geophysical and seismic records, plats, surveys, maps, cross-sections, data, and interpretive reports; engineering reports, production records, electric logs, operations and instruction manuals, specifications and drawings; (f) below The Rights of Way listed on Schedule 2.1(a) relating to the delivery of water to the Project and the pipelines, equipment, and other personal property located on the Rights of Way; and (g) Guarantor’s Granite Ranch Leases listed on Schedule 2.1(g). Notwithstanding the foregoing, the Assets shall not include any of the following rights or interests (collectively, the “Sold Excluded Assets”) , all of which shall be retained by the Seller: (i) all of Seller’s personnel records and records relating to the organization, ownership and internal affairs of the Seller (as opposed to the Seller’s operations), free and clear (ii) all of all liabilitiesthe Seller’s insurance policies, debts(iii) any cash balances or investments contained in any deposit account owned by the Seller, mortgages(iv) the Empire Agreements, liens, and encumbrances except which on or before the Second Closing Date shall either be: (1) purchased as set forth in this Agreement: a. The ContainersSection 5.4; such Containers being hereinafter referred to, collectively, as the “Sale Containers”; b. All right, title and interest of the Seller in any lease to which any Sale Container is subject on the Effective Date or (each, a “Lease” and collectively, the “Leases”), in each case, to the extent (but only to the extent2) of each Sale Container subject to the terms of such Lease (it being acknowledged and agreed that containers owned by various persons may be subject to the terms of a Lease); c. All of Seller’s right, title and interest in and to (i) any purchase agreement pursuant to which Seller acquired any of the Sale Containers, (ii) warranties by the manufacturers or original sellers of the Sale Containers, in each case, to the extent (but only to the extent) that such purchase agreement or warranty relates to a Sale Containerterminated, and (iiiv) any security deposit(s) held by Seller under a Lease financial records in existence prior to the extent (but only to the extent) that such security deposit relates to a Sale Container; d. All proceeds of the Sale Containers to the extent accrued on or after the Effective First Closing Date, including, without limitation, payments of rent, termination values, casualty values and insurance payments accrued with respect to the Sale Containers on or after the Effective Date; and e. All books, files, papers, correspondence, databases, documents, records and other documentation thereof regarding any of the Sale Containers that are maintained on behalf of Seller by CCC in the ordinary course of business (the “Books and Records”); provided, however, that, as long as CCC’s affiliate, Cronos Containers (Cayman) Ltd., a company organized and existing under the laws of the Cayman Islands (“CAY”), manages the Sale Containers for Buyer, then and in such event the Books and Records shall be maintained by and in the possession of CAY, except as otherwise directed by Buyer as owner of the Sale Containers.