Common use of Excluded Assets Clause in Contracts

Excluded Assets. Other than the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries: (a) all cash and cash equivalents (including other investment assets), bank accounts and securities of Sellers or their respective Affiliates; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employees; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease Agreement.

Excluded Assets. Other than Notwithstanding Section 1.1, the Transferred Purchased Assets subject to Section 2.02, Buyer expressly understands and agrees that it is do not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from include the Transferred Assets following (the “Excluded Assets”). For ): (a) Seller’s organizational documents, qualifications to conduct business as a foreign entity, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, general ledgers, seals, minute books, equity transfer books and similar documents of Seller relating to the organization, maintenance and existence of Seller as a limited liability company, and all payroll, personnel and employment records for all current or former employees of Seller; (b) all Removed Real Property; (c) all Contracts that are not Assigned Contracts (including, for the avoidance of doubt, notwithstanding anything in Section 2.02the Management Services Agreement, Excluded Assets which Management Services Agreement shall include (be mutually terminated by the parties thereto and evidence thereof delivered to Buyer at or prior to the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries: (a) all cash and cash equivalents (including other investment assetsClosing), bank accounts and securities of Sellers or their respective Affiliates; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employees; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) all cash of Seller other than any on account of the corporate sealsHome Sale Contract Deposits; (e) Seller’s insurance policies, organizational documentsincluding premium adjustment, minute and prepaid insurance premiums, along with all claims, causes of action, proceeds or other rights under such policies; (f) all Tax Returns of Seller and all books, stock booksdocuments or records related to Taxes of Seller (for the avoidance of doubt, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than books and records or documents relating to Taxes imposed on the Purchased SubsidiaryAssets, as described in Section 1.1(e)); (g) all Tax assets or attributes of Seller, all including refunds, except any refunds or credits for Property Taxes with respect to the Purchased Assets that are allocable to a Tax period (or portion thereof) beginning after the Closing Date; (h) any employee-related or employee benefit-related plans, files or records, other than personnel files records of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel CommunicationsSeller; (i) all Benefit Plans and trusts rights of Seller under this Agreement or other assets attributable thereto;any Seller Transaction Document; and (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller any claims against any Person to the extent such claims exclusively relate to Excluded Assets or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease AgreementExcluded Liabilities.

Excluded Assets. Other than Notwithstanding the Transferred Assets subject to provisions of Section 2.022.1, Buyer expressly understands and agrees that it is hereby expressly acknowledged and agreed that the Purchased Assets shall not purchasing or acquiringinclude, and Sellers and/or their respective Subsidiaries are not selling or neither Seller nor any Subsidiary is granting, bargaining, selling, transferring, assigning, any other assets conveying or properties of Sellers delivering to Buyer or their respective Subsidiariesa Buyer Designee, and all such other neither Buyer nor any Buyer Designee is purchasing, acquiring or accepting from Seller or any Subsidiary, any of the rights, properties or assets set forth or described in paragraphs (a) through (k) below (the rights, properties and properties shall be assets expressly excluded by this Section 2.2 or otherwise excluded by the terms of Section 2.1 from the Transferred Purchased Assets (being referred to herein as the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:): (a) all any of Seller’s or its Affiliate’s receivables, cash, cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers deposits or their respective Affiliatessimilar cash items (other than deposits related to the Assumed Leases) or employee receivables; (b) any Intellectual Property or Information of Seller or any Affiliate other than the Transferred Contracts, all Contracts to which any Seller Assigned Intellectual Property or its Affiliates is a party, including all employment agreements of Business Employeesthe Licensed Intellectual Property; (c) any (i) confidential personnel records pertaining to any Business Employee to the extent applicable Law prohibits the transfer of such information, or (ii) other books and records that Seller or any Affiliate of Seller is required by Law to retain; provided, however, that Buyer shall have the right, to the extent permitted by Law and subject to reasonable restrictions, to make copies of any portions of such retained confidential personnel records and other books and records that relate to the Engenio Business, the Purchased Assets, the Assumed Liabilities or the Transferred Employees; and (iii) any information management system of Seller or any Affiliate of Seller other than the Transferred Intellectual Property, all other Intellectual Property owned those used or held for use by any Seller primarily in the operation or its Affiliates and its and their Third Party licensorsconduct of the Engenio Business; (d) the corporate sealsany claim, organizational documentsright or interest of Seller or any Affiliate of Seller in or to any refund, minute booksrebate, stock books, Tax Returns, books of account abatement or other records having to do recovery for Excluded Taxes, together with the corporate organization of Sellers any interest due thereon or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainpenalty rebate arising therefrom; (e) all insurance policies and insurance contracts insuring the Business subject to Section 5.8, any rights to, or the Transferred Assets that are arranged use of, the “LSI” or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing“LSI Corporation” trademarks; (f) all rightsthe Excluded Contracts, claims the Nonassignable Licenses and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded LiabilityLeased Equipment; (g) all claims any insurance policies or rights of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closingproceeds thereof; (h) except as specified in Section 2.1, any Counsel Communicationsof Seller’s or any Affiliate’s rights, claims or causes of action against Third Parties relating to the assets, properties or operations of the Engenio Business arising out of transactions occurring prior to, and including, the Closing Date; (i) all Benefit Plans except as specifically provided in Section 5.4 or the applicable Assignment and trusts or other ▇▇▇▇ of Sale and Assumption Agreement for any particular jurisdiction, any of the assets attributable theretoof the Benefits Plans; (j) all Tax assets (including duty other assets, properties, interests and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) rights of a Seller or any Affiliate relating primarily to (i) the RAID adapter business of its Affiliates Seller which develops LSI® MegaRAID® and 3ware® storage controllers and software and (including for this purpose any refunds ii) the ONStor™ clustered NAS gateway and non-integrated file storage products business of Taxes for Seller which any Seller or any of its Affiliates is responsible under the terms of this Agreement);develops ONStor™ Products; and (k) all other assets, properties, interests and rights of Sellers and their respective Affiliates under this Agreement and Seller or any Affiliate not related primarily to the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease AgreementEngenio Business.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02Purchased Assets, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries Seller and its Affiliates are not selling or assigning, any other assets or properties of Sellers Seller or their respective Subsidiariesits Affiliates, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For Without limiting the avoidance of doubtforegoing, notwithstanding anything in Section 2.02, the Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets assets, rights and properties of Sellers Seller and their respective Subsidiariesits Affiliates: (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers Seller or their respective its Affiliates; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeesthat are not Assigned Contracts; (c) other than the Transferred all Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller and its Affiliates, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is and its Affiliates are prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies of Seller and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliatesits Affiliates and all rights to applicable claims and proceeds thereunder, including any prepaid insurance premiums or insurance recoveries thereunder and other than the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closingproceeds actually received as described in Section 2.01(i); (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (jg) all Tax assets (including duty and Tax refunds, Tax refunds and prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates; (h) except as set forth in Section 2.01(h), all rights to any action, suit or claim of any nature available to or being pursued by Seller and its Affiliates, whether arising by way of counterclaim or otherwise; (i) all assets, properties and rights used by Seller and its Affiliates in their respective businesses other than the Business; (including for this purpose any refunds j) all rights and interests of Taxes for Seller and its Affiliates, which any exist in all jurisdictions throughout the world, that are the subject of, are to be granted under, or accrue or will accrue to Seller or any of its Affiliates is responsible under the terms of this Agreement)Transaction Documents, which rights and interests shall be provided to Buyer, if at all, pursuant to the applicable Transaction Documents; (k) all rights accounts receivable, trade receivables, other receivables and other current assets (other than any current assets expressly included in Section 2.01(e) and Section 2.01(k)) of Sellers Seller and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements);its Affiliates; and (l) all desktop and laptop computers, servers, printers, routers, firewalls, copiers, scanners, telephones, tablets, audio-visual equipment and all other information technology equipment hardware owned by Seller and used in connection with the assets, properties Business and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease Agreementnot located at a Leased Real Property.

Excluded Assets. Other than Notwithstanding anything to the Transferred contrary herein and except as expressly set forth in Section 2.1 above, the Assets subject to Section 2.02do not include, Buyer expressly understands and agrees that it Seller is not purchasing or acquiring, selling and Sellers and/or their respective Subsidiaries are Buyer is not selling or assigningpurchasing, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For Without limiting the avoidance of doubt, notwithstanding anything in Section 2.02foregoing, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiariesthe Seller: (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective AffiliatesSeller; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeesthat are not Assigned Contracts; (c) all Intellectual Property other than the Transferred Intellectual Property, all other Intellectual Property owned Assets or held for use by any Seller or its Affiliates and its and their Third Party licensorsIntellectual Property Licenses; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)Employees, and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law Legal Requirements and is required by applicable Law Legal Requirements to retain; (e) all insurance policies of Seller and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder all rights to applicable claims and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closingproceeds thereunder; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (jg) all Tax assets (including duty and Tax refunds, Tax refunds and prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)Seller; (kh) all rights to any action, suit or claim of Sellers and their respective Affiliates under this Agreement and any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise, that are not related to the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)Assets or Business; (li) the all assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth used by Seller in its businesses other than the Sublease AgreementBusiness.

Excluded Assets. Other Except as expressly set forth otherwise in this Agreement, the parties agree and acknowledge that by virtue of this Agreement neither Seller nor any Subsidiary sells or shall sell (verkaufen) to Buyer, and Buyer does not purchase and shall not purchase (kauft), any assets or rights other than the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (collectively, the “Excluded Assets”). For The Parties agree and acknowledge that the Excluded Assets include, but are not limited to, the assets and rights described in paragraphs (i) through (x) below: (i) any of Seller’s or the Subsidiaries’ cash, cash equivalents, bank deposits or similar cash items; (ii) any Proprietary Information of Seller or Seller’s Affiliates other than the Purchased Intellectual Property; (iii) any (x) personnel records pertaining to any Transferred Employees except for German Transferred Employees and Austrian Transferred Employees, (y) other books and records that Seller or any Affiliate of Seller is required by Law to retain, provided, however, that Buyer shall have the right, to the extent permitted by Law, to make copies of any portions of such retained confidential personnel records and other books and records that relate to the Wireline Communications Business in accordance with Section 9.1, and (z) any information management system of Seller or any Affiliate of Seller; (iv) any claim, right or interest of Seller or any Affiliate of Seller in or to any refund, rebate, abatement or other recovery for Taxes, together with any interest due thereon or penalty rebate arising therefrom, related to any Pre-Closing Tax Period; (v) subject to Section 9.3(a)(vi), any rights to, or the use of, the “Infineon”, “Infineon Technologies”, “Infineon Technologies AG” or “IFX” trademarks; (vi) the accounts receivable (Forderungen aus Lieferungen und Leistungen) which are referred to in Section 2.1(d)(i); (vii) any insurance policies or rights of proceeds thereof other than those pursuant to Section 2.2(a)(iv); (viii) to the extent not already excluded by virtue of Section 2.2(b)(vi), any of Seller’s or any of Seller’s Affiliates’ rights, claims or causes of action against Third Parties relating to the assets, properties or operations of the Wireline Communications Business arising out of transactions, measures, actions, omissions or other causes occurring prior to, and including, the Closing Date (other than those with respect to (x) warranty matters for which Purchaser becomes liable pursuant to Section 2.3(a)(ii), (y) counterclaims to the extent of the Purchased Liabilities (it being understood that in the event Seller as well as Buyer need to utilize such counterclaims, they will reasonably agree as to the allocation thereof) or (z) Purchased Intellectual Property as provided in the Intellectual Property Agreement); (ix) any movable fixed assets which relate to Seller’s or its Subsidiaries’ IT infrastructure (other than IT client assets, e.g. laptops, desktops, monitors, and for the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries: (a) all cash and cash equivalents (including other investment assetsmobile phones), bank accounts and securities of Sellers manufacturing or their respective Affiliatescentral R&D department (“ETS”-department) other than as allocated to Buyer pursuant to Section 2.2(a)(i)(C); (bx) all other than the Transferred Contractsassets, all Contracts to which any properties, interests and rights of Seller or its Affiliates is a party, including all employment agreements any Affiliate of Business Employees; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-Assets) not related or employee benefit-related files or records, other than personnel files of Transferred Employees (exclusively to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease AgreementWireline Communications Business.

Excluded Assets. Other than the Transferred Purchased Assets subject to specifically described in Section 2.021.1, Buyer expressly understands and agrees that it is not purchasing or acquiringpurchasing, and the Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets (including, other than as provided in Sections 1.1(c) or (d), any trademarks, service marks, tradenames, service names, logos, product or service designations, slogans, patents, copyrights, inventions, trade secrets, know-how or proprietary design or process) or properties of the Sellers or their respective SubsidiariesAffiliates, and all such other assets and properties (including any Excluded Records) shall be excluded from the Transferred Purchased Assets (collectively, the “Excluded Assets”). For The Parties acknowledge that the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiarieswithout limitation: (a) all cash (other than the cash transferred and cash equivalents (including other investment assetsdelivered to Buyer pursuant to Section 1.8(a)), cash equivalents, investments and any associated bank accounts, deposit accounts and securities similar accounts, and any accounts receivable of the Sellers or their respective Affiliates; (b) other than all Claims of the Transferred ContractsSellers or their Affiliates for refunds of, all Contracts credits attributable to, loss carryforwards with respect to, or similar Tax assets relating to which (i) Income Taxes imposed by any applicable Laws on Sellers or their Affiliates, and (ii) Taxes that are Seller or its Affiliates is a party, including all employment agreements of Business EmployeesTaxes; (c) other than all Claims, actions, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of setoff and rights or recoupment of any kind or nature related to the Transferred Intellectual Property, all other Intellectual Property owned Excluded Assets or held for use by any Seller or its Affiliates and its and their Third Party licensorsthe Excluded Liabilities; (d) all insurance policies and any Claims and rights thereunder of the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainAffiliates; (e) all insurance policies and insurance contracts insuring each account receivable of the Business or under which the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and have delivered the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent products relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred thereto prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (date hereof, including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically those set forth on Schedule 2.03(l1.2(e); and (m) all Leases except as set forth in the Sublease Agreement.

Excluded Assets. Other The Parties acknowledge and agree that Seller will not convey, transfer, deliver or assign to Buyer, and Buyer will not purchase, take delivery of, or acquire, any rights to any assets, properties, interests or rights of Seller other than the Transferred Purchased Assets subject to specifically enumerated in Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets 2.1 (collectively the “Excluded Assets”). For , including all of the avoidance rights, title and interests of doubt, notwithstanding anything Seller and its Affiliates in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiariesfollowing: (a) all cash and cash equivalents (including other investment assetsrestricted cash), bank accounts accounts, bank balances, moneys in possession of banks, or other depositories, term deposits and securities (but the benefit of Sellers or their respective Affiliatesthe instrument described on Schedule 3.6(b)(iv) and any security deposits in respect of any Assigned Real Property Leases are not Excluded Assets); (b) other than the Transferred Contracts, all Contracts to which any Seller (or its Affiliates is a party, including all employment agreements of Business Employeesportions thereof) that are not Assigned Contracts; (c) all Intellectual Property other than the Transferred Assigned Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) all items expressly excluded from the definition of the term Records, retained copies (or originals) of the Records and the corporate seals, organizational documents, minute books, stock record books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers Seller or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainits Affiliates; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid proceeds and insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closingawards receivable thereunder; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to Approvals other than the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded LiabilityAssigned Approvals; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable theretoto those Seller Benefit Plans; (jh) all Tax assets (including duty and Tax refundsrights to any action, Tax prepaymentssuit or claim of any nature available to, Tax books and records and Tax Returns) of a or being pursued by, Seller or any of its Affiliates Affiliates, whether arising by counterclaim or otherwise, arising out of or relating to events prior to the Closing Date or to the extent pertaining to any other Excluded Asset or Excluded Liability; (including for this purpose i) any and all Tax assets of Seller and its Affiliates, including, without limitation, any Tax claims or rights to Tax refunds, other than Tax claims or rights to Tax refunds in respect of Taxes for which any Seller or any of its Affiliates Buyer is responsible under the terms of this Agreement)liable pursuant to Section 8.2; (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (lj) the assets, properties and rights specifically set forth on Schedule 2.03(l2.2(j) necessary in order for Seller to perform its obligations under the Transition Services Agreement (provided that such assets, properties and rights will become Purchased Assets at the time such obligations are fulfilled); (k) the assets, properties and rights to the extent relating to the Retained Business (including positron emission tomography synthesis boxes) or any other business of Seller or its Affiliates, other than the Purchased Assets specifically enumerated in Section 2.1; and (ml) all Leases except as set forth in rights of Seller under this Agreement or any of the Sublease Agreementother Transaction Documents.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.022.01, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective AffiliatesSeller; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeesthat are not Assigned Contracts; (c) all Intellectual Property other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsAssets; (d) the corporate all seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate formation and organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)Employees, and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies of Seller and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder all rights to applicable claims and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closingproceeds thereunder; (f) all rightssubject to Section 6.01(d), claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (jg) all Tax assets (including duty and Tax refunds, Tax refunds and prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)Affiliates; (kh) all rights to any action, suit or claim of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise; (li) the assets, properties and rights specifically set forth on Schedule 2.03(l)Section 2.02(j) of the Disclosure Schedules; and (mj) all Leases except as set forth in the Sublease Agreementrights which accrue or will accrue to Seller under the Transaction Documents.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.022.4, Buyer Acquirer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) all All cash and cash equivalents (including other investment assets)equivalents, bank banks accounts and securities of Sellers or their respective AffiliatesSeller; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeesthat are not Assigned Contracts; (c) other than the Transferred Intellectual Propertyall rights (registered or unregistered) in and to “Crossroads”, all other Intellectual Property owned or held for use by “▇▇▇▇▇▇▇▇▇▇.▇▇▇”, and “Crossroads Sphinx”, including any Seller or its Affiliates and its and their Third Party licensorsderivations thereof; (d) all Patents; (e) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)Employees, and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer Acquirer under applicable Law law and is required by applicable Law law to retain; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, insurance policies of Seller and all rights to applicable claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liabilityproceeds thereunder; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans benefit plans and trusts or other assets attributable thereto; (jh) all Tax assets (including duty and Tax refunds, Tax refunds and prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates Affiliates; (including for this purpose i) all rights to any refunds action, suit or claim of Taxes for which any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise; (j) all assets, properties and rights used by Seller or any of in its Affiliates is responsible under businesses other than the terms of this Agreement)Business; (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l2.6(k); (l) the Retained Digital Assets; and (m) all Leases except as set forth in the Sublease rights which accrue or will accrue to Seller under this Agreement.

Excluded Assets. Other than the Transferred The Acquired Assets subject to Section 2.02, Buyer expressly understands and agrees that it is shall not purchasing or acquiringinclude, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties there shall be excluded from the Transferred Assets sale, conveyance, assignment, transfer or delivery to Purchaser hereunder, and each of the Sellers and their respective Affiliates shall retain all of their existing right, title and interest in and to, any assets, properties, rights or interests other than those specifically listed or described in Section 2.1 (all such assets, properties, rights or interests not so listed or described, collectively, the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, the Excluded Assets shall include (include, and the Transferred Acquired Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiariesnot include: (a) any Accounts Receivable; (b) any losses, loss carryforwards and rights to receive refunds, credits and loss carryforwards with respect to any and all cash and cash equivalents (including other investment assets), bank accounts and securities Taxes of any of the Sellers or their respective Affiliates; (bc) the corporate books and records of any of the Sellers or their respective Affiliates other than the Transferred Contracts, all Contracts Marketing Records and Regulatory Documentation transferred pursuant to which any Seller or its Affiliates is a party, including all employment agreements of Business Employees; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsSection 2.1(e); (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiaryexcept as provided in Section 2.1(h), any current and prior insurance policies and all employee-related or employee benefit-related files or records, other than personnel files rights of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainnature with respect thereto; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingSeller Names; (f) the Excluded Contracts and all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) other Contracts of any of the Sellers or any of their respective Affiliates other than the Acquired Contracts; (g) all tangible personal property of Sellers and their respective Affiliates other than the Acquired Inventory, Acquired Equipment and other tangible Acquired Assets; (h) all guaranties, warranties, indemnities, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery and similar rights that have been made by any predecessors in title, manufacturers or suppliers and other Third Parties to the extent relating to the Excluded Assets; and (i) all claims, counterclaims, defenses, causes of action, demands, judgments, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any Third Party, to the extent relating to any Excluded Asset Liabilities or any the Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease AgreementAssets.

Excluded Assets. Other than Notwithstanding the Transferred foregoing, the Purchased Assets subject to Section 2.02shall not include the following assets (collectively, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:): (a) all cash and cash equivalents (including other investment assets), bank accounts and securities of Sellers or their respective AffiliatesSeller; (b) all accounts or notes receivable held by Seller, and any security, claim, remedy or other than right related to any of the Transferred Contractsforegoing (collectively, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeesthe “Accounts Receivable”); (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documentsCharter Documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates Seller; (d) Seller’s personnel records and any other than the Purchased Subsidiary)records that Seller is required by Law to retain in its possession; provided that, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by under applicable Law, Buyer shall be entitled to possess one copy of any such records pursuant to Section 2.01(m), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies claims, rights of recovery and insurance contracts insuring causes of action of Seller arising out of any Action to the Business extent arising from any Excluded Asset or Excluded Liability, and all files, documents, instruments, papers, books and records of Seller related exclusively to the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closingforegoing; (f) all rightscasualty, claims and credits (including all guarantees, warranties, indemnities and similar rights) liability or other policies of Sellers or any insurance of their respective Affiliates Seller relating to the extent relating to any Excluded Asset ownership of the Purchased Assets or any Excluded Liabilitythe operation of the Business, including any and all such rightsfiles, claims documents, instruments, papers, books and credits arising under insurance policies in favor records of Sellers and their respective Affiliates relating Seller related exclusively to any Excluded Asset or any Excluded Liabilitythe foregoing; (g) all claims of Seller Employee Plans and all assets owned or held by any Seller or any Employee Plan, and all files, documents, instruments, papers, books and records of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) related exclusively to the extent such breaches occurred prior to the Closingforegoing; (h) the Tax Returns and books of account or other records with respect to the Taxes of Seller and all claims and rights of Sellers to any Counsel Communications;Tax refunds, Tax credits or other Tax attributes of Seller; and (i) all Benefit Plans and trusts the rights that accrue or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a will accrue to Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease AgreementDocuments.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.022.01, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (the “"Excluded Assets”"). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) all cash and cash equivalents (including other investment assets), bank accounts and securities of Sellers or their respective AffiliatesContracts that are not Assigned Contracts; (b) all Intellectual Property other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesIntellectual Property Assets; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)Employees, and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (ed) all insurance policies of Seller and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder all rights to applicable claims and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closingproceeds thereunder; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (ie) all Benefit Plans and trusts or other assets attributable thereto; (jf) all Tax assets (including duty and Tax refunds, Tax refunds and prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)Affiliates; (kg) all rights to any action, suit or claim of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise; (lh) all assets, properties and rights used by Seller in its businesses other than the Business; (i) the assets, properties and rights specifically set forth on Schedule 2.03(l)2.02(i) of the Disclosure Schedules; and (mj) all Leases except as set forth in the Sublease Agreementrights which accrue or will accrue to Seller under the Transaction Documents; provided, however, that no Excluded Asset primarily relates to the Business.

Excluded Assets. Other than the Transferred The Purchased Assets subject to Section 2.02, Buyer expressly understands and agrees that it is do not purchasing or acquiringinclude, and Sellers and/or their respective Subsidiaries are not selling or selling, assigning, any other assets transferring, conveying, furnishing or properties of Sellers or their respective Subsidiariesphysically delivering (as applicable) to Purchaser, and all such other assets and Purchaser is not accepting or acquiring from Sellers, any of the assets, properties shall be excluded from the Transferred Assets or rights set forth in this Section 1.2 (collectively, the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:): (a) all cash and cash equivalents (including other investment assets), bank accounts and securities of Sellers or their respective Affiliatesthe Fairway Marks; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesExcluded Third Party Indemnity Rights; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational charter documents, minute books, stock books, Tax Returnsincome or franchise tax records, and books of account or other records having to do with the corporate organization of Sellers; (d) the rights which accrue or will accrue to Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainthis Agreement; (e) all insurance policies and insurance contracts insuring the Business any Contracts or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims business relationships with respect to any such insurance recoveries, whether arising before or after ClosingSellers’ employees; (f) all rights, claims cash and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any cash equivalents and all such rights, claims and credits arising under insurance policies in favor bank accounts of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded LiabilitySellers; (g) all claims accounts receivable of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the ClosingSellers; (h) any Counsel Communicationsall capital stock, membership interest or other equity of Sellers; (i) all Benefit Plans and trusts capital stock, membership interest or other assets attributable theretoequity of any entity owned by Sellers; (j) all Tax assets (including duty current insurance policies or binders insurance maintained by Sellers and Tax refundsrelating to the Purchased Assets, Tax prepaymentsthe Business, Tax books and records and Tax Returns) operations, employees, officers or directors of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)Sellers; (k) all rights assets set forth in Section 1.2(k) of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)Sellers’ Disclosure Schedule; (l) all Tax Returns of Sellers and related work papers and correspondence, all Tax assets and refunds, and claims for refunds of Taxes and other governmental charges with respect to the assets, properties and rights specifically set forth Purchased Assets for any taxable period ending on Schedule 2.03(l); and (m) all Leases except as set forth in or before the Sublease AgreementClosing Date.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02, Buyer expressly understands Purchaser acknowledges and agrees that it Purchaser is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries Seller is not selling, conveying, assigning or otherwise transferring, any rights or assets of Seller or its Affiliates that are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, specifically listed in Section 2.01 as Purchased Assets and all such other assets and properties rights shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) following, whether or not the following assets and properties of Sellers and their respective Subsidiariessame are disclosed to Purchaser in or pursuant to this Agreement or otherwise: (a) all any cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and cash equivalents (including other investment assets)demand deposits or similar accounts, bank accounts and securities any evidence of Sellers indebtedness issued or their respective Affiliatesguaranteed by any Governmental Authority; (b) any accounts receivable, notes receivable and other indebtedness due and owed by any third party to Seller or any of its Affiliates arising or held in connection with the sale of the Products prior to the Closing; (c) any Contracts of Seller or its Affiliates (including all Contracts and arrangements with third party suppliers for the supply of materials, components, processing supplies and packaging obtained for use in the manufacture of the Products), or rights therein or thereunder, other than the Transferred Contracts; (d) any licenses, all Contracts to which any permits, registrations, certificates or other authorizations, consents, clearances or approvals of Seller or its Affiliates is a partyAffiliates, including all employment agreements of Business Employees; (c) other than the Transferred Intellectual PropertyGovernmental Authorizations; (e) any losses, loss carryforwards, credits, credit carryforwards and other Tax attributes, any deposits or advance payments with respect to Taxes and any claims, rights, and interest in and to any refund, credit or reduction of Taxes; (f) (i) the corporate books and records of Seller or its Affiliates, other than the Books and Records, (ii) all personnel records, (iii) any attorney work product, attorney-client communications and other Intellectual Property owned items protected by attorney-client or held for use similar privilege (“Privileged Communications”), (iv) Tax Returns, Tax information, and Tax records related to Seller or its Affiliates, and (v) any documents that were received from third parties in connection with their proposed acquisition of the Purchased Assets or that were prepared by Seller or any of its Affiliates in connection therewith; (g) any current and prior insurance policies of Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books any rights of account or other records having to do any nature with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliatesrespect thereto, including any prepaid insurance premiums or all insurance recoveries thereunder and the right rights to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel CommunicationsIP Rights or similar rights of Seller or its Affiliates, other than the Transferred IP Rights; (i) all Benefit Plans and trusts any real estate owned or other assets attributable theretoleased by Seller or its Affiliates; (j) all Tax assets (including duty and Tax refundsany rights that interfere with, Tax prepaymentshinder or compromise Seller’s ability to institute or maintain any claim, Tax books and records and Tax Returns) action, suit or proceeding against a third party for infringement of a Patents owned, licensed or otherwise controlled by Seller or any of its Affiliates (Affiliates, including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)Licensed IP Rights; (k) all rights any employees of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)Seller or its Affiliates; (l) the any other assets, properties and or rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in of Seller or its Affiliates, other than the Sublease AgreementPurchased Assets.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.022.01, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSellers, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective SubsidiariesSellers, except to the extent such assets or properties constitute Purchased Assets: (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective AffiliatesSellers; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeesthat are not Assigned Contracts; (c) all Intellectual Property other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsAssets; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, Tax records, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Sellers, all employee-related or employee benefit-related files or recordsrecords of Sellers, other than personnel files of Transferred Employees (Employees, all files or records of Sellers that are not Related to the extent the transfer thereof is permitted by applicable Law)Business, and any other books and records which a Seller is Sellers (i) are prohibited from disclosing or transferring to Buyer under applicable Law and (ii) is required by applicable Law to retain; (e) all insurance policies of Sellers and insurance contracts insuring amounts payable to Sellers under pending claims to the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert extent such claims with respect to any such insurance recoveries, whether arising before or after Closingconstitute Excluded Liabilities; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (jg) all Tax assets (including duty and Tax refunds, Tax credits, and prepayments, Tax books and records and Tax Returns) of a Seller Sellers or any of its their Affiliates (including for this purpose any refunds other than Tax assets of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this AgreementAcquired Subsidiaries); (kh) all rights to any action, suit or claim of Sellers and their respective Affiliates under this Agreement and any nature available to or being pursued by either Seller, whether arising by way of counterclaim or otherwise, not Related to the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)Business, Purchased Assets or Assumed Liabilities; (li) all assets, properties and rights used by Sellers in their businesses other than the Business; (j) the assets, properties and rights specifically set forth on Schedule 2.03(l)Section 2.02(j) of the Disclosure Schedules; and (mk) all Leases except as set forth in the Sublease Agreementrights which accrue or will accrue to Sellers under the Transaction Documents.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02Purchased Assets, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries Seller are not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (collectively, the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) all cash and cash equivalents (including other investment assets), bank accounts and securities of Sellers or their respective AffiliatesContracts that are not Assigned Contracts; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employees; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, records (other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable LawEmployees), and any other books and records which a that Seller is are prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (ec) all insurance policies of Seller and insurance contracts insuring all rights to applicable claims and proceeds thereunder, except to the Business or extent the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to proceeds under any such insurance recoveries, whether arising before or after Closingpolicy may be applied to cover the indemnity obligations of Seller hereunder; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (jd) all Tax assets (including duty and Tax refunds, Tax refunds and prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)their Affiliates; (ke) all rights to any action, suit or claim of Sellers any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise; (f) all books, records, and their respective Affiliates under other materials prepared by, or emails and other correspondence with, outside legal counsel, together with the related attorney-client privilege and all attorney work product protections; (g) all books, records, other materials, emails and other correspondence relating to Seller’s or the Selling Shareholders’ preparation and negotiation of this Agreement and the other agreements Transaction Documents and instruments executed the evaluation and delivered in connection with this Agreement (including consummation of the Ancillary Agreements)transactions contemplated hereby and thereby; (lh) the rights that accrue or will accrue to Seller under the Transaction Documents; and (i) all employee benefit plans maintained by Seller or any Affiliates thereof (the “Seller Benefit Plans”); and (j) the assets, properties and rights rights, if any, specifically set forth on Schedule 2.03(l); and (mSection 2.02(j) all Leases except as set forth in of the Sublease AgreementDisclosure Schedules.

Excluded Assets. Other than Notwithstanding the Transferred foregoing, the Purchased Assets subject to Section 2.02shall not include the following rights, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties owned, held or used by the Seller or its Subsidiaries, as the same shall be excluded from exist on the Transferred Assets Closing Date (collectively, the “"Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:"): (a) all All cash and cash equivalents (including other investment assetsany marketable securities or certificates of deposit), bank accounts receivable, notes receivable and securities of Sellers or their respective Affiliatessimilar assets; (b) deposits, prepaid rentals and other than prepaid expenses of the Transferred Contracts, all Contracts to which any Seller or and its Affiliates is a party, including all employment agreements Subsidiaries as they exist as of Business Employeesthe Option Effective Date; (c) other than Any rights, claims or causes of action of the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsSubsidiaries against third parties relating to the rights, assets, properties, business or operations of the Station arising out of transactions occurring prior to the Closing Date, except those referred to in Section 3.1(b); (d) the corporate seals, organizational documentsThe Seller's limited liability company seal, minute books, stock equity or member record books, records relating to formation, Tax Returns, books of account or returns and related documents and supporting work papers and any other records having and returns relating to do with the corporate organization of Sellers or their Affiliates Taxes, assessments and similar governmental levies (other than real and personal property Taxes, assessments and levies imposed on the Purchased SubsidiaryAssets), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies The contracts, agreements or understandings of the Seller and insurance contracts insuring its Subsidiaries other than the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingStation Agreements; (f) all rightsAll books, claims records and credits (including all guarantees, warranties, indemnities and similar rights) documents of Sellers the Seller or any of their respective Affiliates its Subsidiaries relating to Taxes, the rights, assets, properties and operations of the Excluded Assets and the liabilities of the Seller or any of its Subsidiaries, other than Assumed Liabilities, and all other books, records and documents of the Seller and any of its Subsidiaries not primarily relating to the extent relating to any Excluded Asset Purchased Assets or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liabilitythe Assumed Liabilities; (g) all claims of any All trusts, trust assets, trust accounts, reserves or other assets relating to employees or to funding the employee benefit plans, agreements or arrangements sponsored, maintained, contributed to, or administered by the Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the ClosingSubsidiaries; (h) any Counsel CommunicationsAny rights of or payment due to the Seller under or pursuant to this Agreement, the Optionee LMA or the other agreements with the Optionee contemplated by the Settlement Agreement; (i) all Benefit Plans All accounting and trusts payroll software owned, leased, licensed or other assets attributable thereto;used by the Seller and any of its Subsidiaries; and (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or subject to any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under Prohibited Contract not agreed to in writing by the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease AgreementOptionee.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02, Buyer ▇▇▇▇▇ expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:Seller Entities (collectively, the “Excluded Assets”): (a) all except the Store Cash, any cash and cash equivalents (including other investment assets)equivalents, Credit Card Receivables, bank accounts and or securities of Sellers or their respective AffiliatesSeller Entities; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employees; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)Employees, and any other books and records which a Seller is Entities are prohibited from disclosing or transferring to Buyer under applicable Law and is are required by applicable Law to retain; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (ic) all Benefit Plans and trusts or other assets attributable theretothereto other than the Assumed Benefit Plans; (jd) all Tax assets (including duty and Tax refunds, Tax credits, overpayments and prepayments, Tax books and records and Tax Returns) of a Seller or Entities and any of its Affiliates (including for this purpose any refunds of Taxes for prepaid Apportioned Taxes, which any Seller or any of its Affiliates is responsible under the terms of this Agreementare governed by Section 6.15(b); (ke) all rights to any action, suit or claim of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise; (lf) the assets, properties and rights specifically set forth on Schedule 2.03(lSection 2.02(f) of the Disclosure Schedules; (g) the rights which accrue or will accrue to Seller under the Transaction Documents; (h) any insurance policies of Seller Entities other than the Assigned Insurance Policies; (i) all records containing attorney-client privilege, attorney work-work product or similar protection and any expectation of client confidentiality applicable thereto; (j) Any Inventory at the Facilities that is owned by third parties; (k) Any and all Accounts Receivable including such Accounts Receivable arising from any of the Supply Agreements prior to the Closing Date; (l) All personnel records and other records that are part of the Books and Records that Seller Entities are required by Law to retain in their possession (provided copies of any such records shall be provided to Buyer at the Closing, to the extent permitted by Law); and; (m) all Leases except as set forth prepaid expenses, credits, advance payments, security deposits, charges, sums and fees to the extent not included in Credits to Buyer; and (n) all rights and benefits arising under or relating to the Sublease AgreementAssigned Contracts to the extent such rights and benefits relate to events, circumstances or periods occurring before the Closing Date.

Excluded Assets. Other than Notwithstanding the Transferred provisions of Section 2.2, the Purchased Assets subject shall not include the following (herein referred to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets (as the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include ): (a) all corporate minute books and stock transfer books and the Transferred Assets shall exclude) the following assets and properties corporate seals of Sellers and their respective Subsidiaries:Affiliates (other than Dermagraft JV and DermEquip) and all other books and records which Sellers and their Affiliates (other than Dermagraft JV and DermEquip), as the case may be, may be required by law to retain or which do not relate to the Equity Interests or the Purchased Assets, the Business or the Assumed Liabilities, provided that Buyer shall be entitled to receive copies of any such books and records to the extent they relate to the Business, the Purchased Assets, the Equity Interests or the Assumed Liabilities and to the extent that the provision of such copies is not otherwise prohibited by law; (ab) any and all prepaid workers’ compensation premiums (other than the portion relating to the Transferred Employees); (c) the capital stock or other equity interests of any subsidiaries of Sellers or any subsidiaries of their Affiliates (excluding the Equity Interests); (d) any claims that Sellers may have against any of their respective current or former Representatives; (e) all cash and cash equivalents (including other investment assets), bank accounts and securities of Sellers (but excluding cash and cash equivalents owned or their respective Affiliatesheld by Dermagraft JV and DermEquip); (bf) other than the Transferred Contractsany books, all Contracts to which any Seller or its Affiliates is a partyrecords, files, customer lists, research and development files, records and laboratory books and credit records of customers (including all employment agreements of Business Employees; (c) data and other than the Transferred Intellectual Propertyinformation stored on discs, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account tapes or other records having media) if and to do with the corporate organization of extent Sellers or their Affiliates (other than the Purchased Subsidiary)Dermagraft JV and DermEquip) are required by law to retain such books, all employee-related or employee benefit-related records, files or records, other than personnel files lists; provided that Buyer shall be entitled to receive copies of Transferred Employees (any such items to the extent they relate to the transfer thereof Business, the Equity Interests or the Purchased Assets or the Assumed Liabilities and to the extent that the provision of such copies is permitted not otherwise prohibited by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainlaw; (eg) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) intercompany receivable of Sellers or any of their respective Affiliates (except as otherwise expressly contemplated herein with respect to the extent relating to any Excluded Asset Dermagraft JV or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the ClosingDermEquip); (h) the Sellers’ Benefit Plans and any Counsel Communicationsassets related thereto; (i) all Benefit Plans and trusts or other assets attributable theretocontracts of insurance held by Sellers; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)Retained Patent; (k) all rights of Sellers and their respective Affiliates under this Agreement and any Software which is not exclusively or primarily used or held for use in or relating to the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)Business; (l) any Contracts that are excluded pursuant to the assets, properties final paragraph of Section 2.2; (m) any Intellectual Property which is not used or held for use in or relating to the Business in any respect and rights specifically set forth on Schedule 2.03(l)which is not included in the Cartilage Assets; and (mn) all Leases except as set forth in the Sublease Agreementany ATS Primary Assets.

Excluded Assets. Other Except as provided in Section 1.1, the Acquired Assets shall not include any right, title or interest of any Person other than Seller in any property or asset, or Seller’s right, title and interest in, to and under properties and assets not used in connection with the Transferred Assets subject ownership, operation and/or to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiringmanagement of the Business, and Sellers and/or their respective Subsidiaries are not selling or assigningshall specifically exclude the following properties, any other assets or properties of Sellers or their respective SubsidiariesContracts, Leases, and other assets, interests and rights of Seller (all such other assets and properties shall be excluded from the Transferred Assets (items not being acquired by Buyer being referred to in this Agreement as the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:): (a) all cash rights of every nature and cash equivalents description (including other investment assetsthan Assumed Policies under or arising out of all insurance policies of Seller (“Insurance Policies”), bank accounts including without limitation (i) with respect to Claims arising prior to the Effective Date; (ii) to the extent of coverage of any Excluded Liabilities, (iii) under those insurance policies covering any tort liabilities that are not Assumed Liabilities, (iv) under the D&O Insurance, and securities of Sellers or their respective Affiliates(v) under those insurance policies covering liabilities and Claims against Seller and its affiliates relating to the Excluded Employee Liabilities; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesOwned Real Property; (c) other than the Transferred Intellectual Property, all other Intellectual Property any asset that is not owned or leased by Seller or not used or held for use by any Seller or its Affiliates in connection with the ownership, operation and its and their Third Party licensorsmanagement of the Business; (d) the corporate seals, organizational documents, any minute books, stock booksledgers, corporate seals and stock certificates of Seller, and other similar books and records that Seller is required by Law to retain and all Tax Returns, books of account financial statements and corporate or other records having entity filings; provided that (i) Seller shall provide Buyer with reasonable access to do with the corporate organization of Sellers or their Affiliates (other than same following the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (Closing to the extent relating to the transfer thereof is permitted Acquired Assets and when reasonably requested by applicable Law)Buyer and (ii) Buyer shall be entitled upon reasonable request to be provided with copies of all such records, at its own expense, and provided, further, that Seller shall notify Buyer before disposing of any other books such records and records which a Seller is prohibited from disclosing or transferring upon Buyer’s reasonable request shall transfer them to Buyer under applicable Law and is required by applicable Law to retainBuyer; (e) all insurance policies (i) prepaid premiums in respect of all Excluded Insurance Policies, (ii) retainers, prepayments or on-account cash paid to Seller’s professionals and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliatesadvisors, including any carve-out under any DIP Facility or cash collateral arrangements (whether retained in the Bankruptcy Case or otherwise), and (iii) other deposits, prepaid insurance premiums charges and expenses paid by Seller to the extent in connection with or insurance recoveries thereunder and the right to assert claims with respect relating to any such insurance recoveries, whether arising before or after ClosingExcluded Asset; (f) all rightsrights to or claims for refunds, claims and credits (including all guarantees, warranties, indemnities and similar rights) overpayments or rebates of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded LiabilityPre-Closing Taxes, including any and all refunds, overpayments or rebates of Pre-Closing Taxes for any Straddle Period, other than, in any of the foregoing cases, any such rightsrefunds, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating overpayments or rebates that are attributable to any Excluded Asset or any Excluded LiabilityTaxes actually paid by Buyer; (g) all claims shares of capital stock (and any other equity interests or rights convertible into equity interests) issued by any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closingentity; (h) all Documents exclusively relating to any Counsel CommunicationsExcluded Asset; provided, that Seller shall provide Buyer with reasonable access at Buyer’s sole cost and expense, including the ability to make copies (during business hours with reasonable prior notice and subject to then- applicable COVID Restrictions) to the same to the extent reasonably related to the Acquired Assets; (i) all Benefit Plans and trusts Documents exclusively relating to any Employees who do not become Transferred Employees; provided that, to the extent permitted by applicable Law, Seller shall make copies of such Documents available to Buyer if reasonably related to addressing or other assets attributable theretodefending any such Employees’ claims against Buyer; (j) all Tax assets (including duty and Tax refundssubject to Section 1.6, Tax prepayments, Tax books and records and Tax Returns) any asset that requires the consent of a Seller third party to be transferred, assumed or assigned hereunder as to which, by the Closing Date (and after giving effect to the entry of the Sale Order and any other Order of its Affiliates the Bankruptcy Court eliminating any contractual right of third parties to withhold such consent), such consent to transfer, assumption or assignment has not been effected or excused (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreementclarity, all liabilities associated with each such asset are excluded from Assumed Liabilities pursuant to Section 1.4(a)); (k) all rights of Sellers Employee Benefit Plans and their respective Affiliates under this Agreement all assets of, and the other agreements and instruments executed and delivered in connection Contracts exclusively relating to or associated with this Agreement (including the Ancillary Agreements)such plans; (l) all Cash and all accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to any of the foregoing; (m) any rights of Seller under this Agreement or any Ancillary Agreement to which Seller is a party, including without limitation any rights relating to the Purchase Price; (n) copies of all Historic Firearms Books and Records of Seller; provided, that Seller shall provide Buyer with reasonable access at Buyer’s sole cost and expense, including the ability to make copies (during business hours with reasonable prior notice and subject to then- applicable COVID Restrictions) to the same to the extent reasonably related to the Acquired Assets; (o) all Documents of Seller held by Seller or Seller’s counsel relating to (i) any litigation against Seller or (ii) the Excluded Employee Liabilities; (p) the D&O Insurance, and all proceeds thereof; (q) all rights of recovery, rights of set-off, rights of indemnity, contribution or recoupment, warranties, guarantees, rights, remedies, counter-claims, cross-claims and defenses related to any Excluded Liability; (r) any properties, Contracts, Leases, or other assets, properties interests and rights specifically of Seller that (i) do not relate to the ownership, operation or management of the Business or (ii) are otherwise set forth on Schedule 2.03(l1.2(r); (s) all Avoidance Actions; and (mt) all Leases except as set forth Claims held by Seller against any party that are covered by, relate to or are based upon any Insurance Policies (including the D&O Insurance). Notwithstanding any provision to the contrary in this Section 1.2, “Excluded Assets” does not include the Sublease AgreementBrand Name.

Excluded Assets. Other than The following assets, properties and rights of Seller and the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets Selling Affiliates (the “Excluded Assets”). For ) are expressly excluded from the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (purchase and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiariessale contemplated hereby: (ai) all assets that are not set forth or described in Section 2.1, including all assets giving rise to Seller’s and each Selling Affiliate’s own corporate identity (including the corporate charter, taxpayer and other identification numbers, seals, minute books and stock transfer books) and any equity securities held by Seller or any Selling Affiliate in any Person; (ii) all rights under any Contract that is not a Purchased Contract (such Contracts collectively, the “Excluded Contracts”); (iii) all cash and cash equivalents (including other investment assets), as of the Closing Date and all rights in any bank accounts and securities of Sellers or their respective Affiliates; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a partythe Selling Affiliates, including all employment agreements of Business Employees; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned even if primarily related to or used or held for use by any Seller or its Affiliates and its and their Third Party licensorsin the Acquired Business; (div) all billed accounts receivable as of the corporate seals, organizational documents, minute books, stock books, Tax Returns, books Closing Date in respect of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainBusiness Units; (ev) all insurance policies and insurance contracts insuring any employee benefit plan of any kind sponsored, maintained or contributed to by Seller, the Business or the Transferred Assets that are arranged or maintained by Sellers Selling Affiliates or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingERISA Affiliate; (fvi) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers any intercompany receivables or any of their respective Affiliates to intercompany assets between the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its or between the Seller’s Affiliates) , except to the extent any such breaches occurred prior to intercompany receivables or intercompany assets are solely between the Closing; Business Units (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for in which any Seller or any of its Affiliates is responsible under the terms of this Agreementcase they will be treated as Purchased Assets); (kvii) the accounting records, Tax Returns and other books and records of Seller and the Selling Affiliates that are not specifically identified in Section 2.1, provided that Seller and the Selling Affiliates shall provide copies of any such books and records (other than Tax Returns) to Buyer to the extent related to the Acquired Business, with redactions of information not related to the Acquired Business at Seller’s option; (viii) any Tax asset of any kind or nature whatsoever, including all rights to or claims for refunds of Taxes paid by Seller and Seller’s right to reimbursement of prepaid VAT as described in Section 9.1(f), other than any Tax assets described in Section 2.1(a)(vi); (ix) all prepaid sales, use or value added Taxes paid by Seller or Selling Affiliates; (x) insurance policies and associated prepayments and rights of recovery (except to the extent constituting a Purchased Asset); (xi) any interest in real property other than the Assumed Acquired Business Leases and the Subleases (if any) (except for occupancy rights as may be provided in the Transition Services Agreement) and, except as set forth on Schedule 2.1(b)(xi), all office furniture including printers, copiers, desks, chairs, filing cabinets, and cubicle dividers located at facilities other than Assumed Acquired Business Lease facilities or Subleased Facilities; (xii) all rights of Sellers and their respective Affiliates Seller under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l)Transaction Documents; and (mxiii) all Leases except as set forth in the Sublease Agreementthose other assets listed on Schedule 2.1(b)(xiii).

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.021.01 above, Buyer each of Purchasers and Member expressly understands and agrees that it is Purchasers are not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller (and its subsidiaries) is not selling or assigning, any other assets or properties of Sellers Seller (or their respective Subsidiariesits subsidiaries), and all such other assets and properties shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:Seller (or its subsidiaries): (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers Seller (or their respective Affiliatesits subsidiaries); (b) other than the Transferred Contracts, all Contracts to which any contracts and agreements of Seller (or its Affiliates is a party, including all employment agreements of Business Employeessubsidiaries) that are not Assumed Contracts; (c) other than the Transferred Intellectual Property, any and all other Intellectual Property owned or held for use by any intellectual property of Seller (or its Affiliates and its and their Third Party licensorssubsidiaries) of any kind not explicitly included in the IP Assets; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returnstax returns, books of account or other records having to do with the corporate organization of Sellers Seller (or their Affiliates (other than the Purchased Subsidiaryits subsidiaries), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (defined below) that Seller (or its subsidiaries) is legally permitted to the extent the transfer thereof is permitted by provide to Purchaser under applicable Law)law, and any other books and records which a Seller (or its subsidiaries) is prohibited from disclosing or transferring to Buyer Purchasers under applicable Law law and is required by applicable Law law to retain; (e) all insurance policies of Seller (or its subsidiaries) and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder all rights to applicable claims and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closingproceeds thereunder; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) employee benefit plans of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any kind and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (jg) all Tax tax assets (including duty and Tax tax refunds and prepayments) of Seller (or its subsidiaries); (h) all rights to any claim, action, suit, proceeding or governmental investigation (collectively, “Action”) of any nature available to or being pursued by Seller (or its subsidiaries), whether arising by way of counterclaim or otherwise; (i) all assets located at the Showroom, including furniture and fixtures, other than samples, hangers and mannequins that are Purchased Assets pursuant to Section 1.01(e) above (the “Excluded Showroom Assets”); (j) all rights of Seller (or its subsidiaries) relating to prepayments, deposits, escrows and other prepaid expenses, claims for refunds, Tax prepaymentsreimbursements and other rights to offset, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including except for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)Purchased Deposits; (k) all assets, properties and rights of Sellers and their respective Affiliates under this Agreement and used by Seller (or its subsidiaries) in its businesses other than the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements);Business; and (l) the assets, properties rights which accrue or will accrue to Seller under this Agreement and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease Agreementrelated transactions.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.022.01, Buyer ▇▇▇▇▇ expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective AffiliatesSeller; (b) inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other than inventories of the Transferred ContractsBusiness, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeesexcluding the Taunton Inventory; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsContracts that are not Assigned Contracts; (d) all Intellectual Property, excluding the Brockton Social Media Information and the Taunton Social Media Information; (e) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)Employees, and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (ef) all insurance policies of Seller and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right all rights to assert applicable claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates prior to the extent relating to any Excluded Asset or any Excluded Liability, including any Closing and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liabilityproceeds thereunder; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (jh) all Tax assets Taxassets (including duty and Tax refunds, Tax Taxrefunds and prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates Affiliates; (including for this purpose i) all rights to any refunds action, suit or claim of Taxes for which any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise, including, without limitation, all rights to monies previously paid to the City of Brockton, Massachusetts or the City of Taunton, Massachusetts; (j) all assets, properties and rights used by Seller or any of in its Affiliates is responsible under businesses other than the terms of this Agreement)Business; (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l)Section 2.02(k) of the Disclosure Schedules; and (l) the rights which accrue or will accrue to Seller under the Transaction Documents. (m) all Leases except as set forth in prepaid expenses, credits, advance payments, security, deposits, charges, sums and fees to the Sublease Agreementextent related to any Purchased Assets; and (n) the Brockton Cannabis Licenses.

Excluded Assets. Other than Notwithstanding anything herein contained to the Transferred Assets subject to Section 2.02contrary, Buyer expressly understands from and agrees that it is not purchasing or acquiringafter the Closing, Sellers shall retain, and Sellers and/or their respective Subsidiaries are Buyer shall not selling or assigningpurchase, any other assets or properties of Sellers or their respective SubsidiariesSellers’ right, title and interest in, to and under, and all such other assets and properties these shall be excluded from the Transferred Assets (sale, conveyance, assignment or transfer to Buyer hereunder, and the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Purchased Assets shall not include (and the Transferred Assets shall exclude) any of the following assets and properties of Sellers (collectively, the “Excluded Assets”), all of which shall remain the exclusive property of the Sellers, free and their respective Subsidiariesclear of any Claim of Buyer: (a) all cash and cash equivalents (including Any Contracts other investment assets), bank accounts and securities of Sellers or their respective Affiliatesthan Assumed Contracts; (b) other than All Claims that Sellers may have against any Person (including Governmental Entities) for refund or credit of any type solely with respect to Taxes accrued with respect to periods ending on or prior to the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesClosing Date; (c) All Avoidance Actions or other than Claims that are not acquired by the Transferred Intellectual PropertyBuyer pursuant to Section 2.1(m) including, all other Intellectual Property owned but not limited to, claims against current or held for use by any Seller former officers or its Affiliates directors, insiders as that term is defined in the Bankruptcy Code, Trivest Fund IV, L.P., Trivest Partners GP, LLC, and its and their Third Party licensorsTrivest Partners IV, Inc.; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization All rights of Sellers under this Agreement, the agreements and instruments delivered to Sellers by Buyer pursuant to this Agreement or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainTransaction; (e) all insurance policies The company seal, minute books, charter documents, stock or equity record books and insurance contracts insuring such other books and records solely as pertain to the Business organization, existence or the Transferred Assets that are arranged or maintained by Sellers or any capitalization of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingSellers; (f) all rightsSellers’ directors and officers liability insurance policy or policies, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liabilityif any; (g) all claims All capital stock of Sellers, including any Seller options, warrants or any other securities exchangeable or convertible into capital stock of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the ClosingSellers; (h) any Counsel CommunicationsAll Benefit Plans; (i) all Benefit Plans All Cash and trusts Cash Equivalents in excess of $25,000 that are not held in any Merchandise Deposit Trust Account, the California Membership Fee Deposit Trust Account or other assets attributable theretoconstitutes Surety Bond Cash Collateral, the Letter of Credit Cash Collateral, Vendor Deposits or Landlord Deposits (the “Excluded Cash”); (j) all Tax assets (including duty and Tax refundsAssets owned or used by Sellers, Tax prepaymentswhether or not related to the Business, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under are specifically identified in Schedule 2.2(j). Notwithstanding the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assetsforegoing, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease Agreementsole and absolute discretion of the Buyer, at any time up to the Closing, the Buyer may designate in writing such Purchased Assets which it determines not to acquire and such assets so designated shall be included as Excluded Assets; provided, however, the Buyer may not designate any Member Purchase Orders, membership agreements with any Members or the Beta Finance Receivables as an Excluded Asset.

Excluded Assets. Other than Notwithstanding anything to the Transferred Assets subject to contrary contained in Section 2.02, Buyer expressly understands and agrees that it is not purchasing 2(a) or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other provision of this Agreement, the Acquired Assets shall not include the following properties and assets or properties of Sellers or their respective Subsidiaries(collectively, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:"EXCLUDED ASSETS"): (ai) all cash and cash equivalents equivalents, all bank, custody and investment accounts, all marketable securities; (including other investment assets)ii) all deposits, bank accounts withholdings, prepayments, credits and securities refunds of Sellers or their respective Affiliates; all security deposits and prepayments, prepaid expenses, deposits and advances, whether or not reflected on Sellers' books and records relating to the Assumed Contracts. (iii) Excluded Accounts; (biv) other than all claims, causes of action, choses in action, rights of recovery, rights of set off and rights of recoupment (y) relating to the Transferred ContractsExcluded Assets, or (z) that have accrued, arisen or been asserted against any Person or that relate to any period before the Effective Time, in each case which do not relate primarily to the Acquired Assets (including fiduciary duty claims, tort claims and claims against current and former employees of the Sellers that accrued prior to Closing), all Contracts to which rights and powers of a trustee and debtor-in-possession against any Seller or its Affiliates is a partyPerson whatsoever, including all employment agreements avoidance powers granted to Seller under the bankruptcy Code and all causes of Business Employeesaction and remedies granted pursuant to or incorporated in Sections 502, 510, 541, 544, 545, 547 through 551 and 553 of the Bankruptcy Code; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (kv) all rights of Sellers and their respective Affiliates in, to and under this Agreement and the any agreement, lease or other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)contract other than Assumed Contracts; (lvi) all capital stock of Sellers and Sellers' Subsidiaries; (vii) the assetscertificate of incorporation, properties qualifications to conduct business as a foreign corporation, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other corporate documents and records relating to the organization or maintenance of the corporate existence of Sellers; (viii) all assets held by or for the account of Sellers or their Affiliates pursuant to the terms of any deferred compensation, incentive compensation, welfare or other employee benefit plan, or the assets of any related trust described in Section 401 of the Code; (ix) all insurance policies of Sellers or their Affiliates and any proceeds received thereunder; (x) all rights specifically set forth that accrue to Sellers under this Agreement; (xi) all assets of Sellers' Video Services Group, consisting of (i) sales of interactive video communications equipment, (ii) installations, maintenance and training services, and (iii) the circuits listed on Schedule 2.03(l)Section 2(b)(x) of the Disclosure Letter; (xii) any Governmental Permit or similar right that by its terms or applicable Law is not transferable to Buyer; and (mxiii) all Leases except as set forth tangible and intangible properties and assets of Sellers not used or held for use primarily in connection with the Sublease Agreementconduct of the Business.

Excluded Assets. Other than Notwithstanding anything to the Transferred Assets subject to Section 2.02contrary contained herein, Buyer Purchaser expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other the following assets and properties shall be excluded from of the Transferred Assets Seller Entities (the “Excluded Assets”) shall be retained by the Seller Entities and their Affiliates, and shall be excluded from the Purchased Assets prior to the Closing, notwithstanding any other provision of this Agreement: (a) All Benefit Plans and any and all assets related to the Benefit Plans; (b) Any and all loans and advances, if any, by the Seller Entities to any of their Affiliates or otherwise to the Business; (c) Any and all Intellectual Property, other than the Business Intellectual Property and the licenses set forth in Section 5.16(a) (the “Retained Intellectual Property”). For ; (d) Any and all Contracts and portions of Contracts, other than the Business Contracts; (e) Any and all owned and leased real property and other interests in real property, other than the OATS Facility; (f) Any and all receivables that are not Accounts Receivables, including Retained Receivables; (g) Any and all refunds of Excluded Taxes or credits against Excluded Taxes (not including, for the avoidance of doubt, notwithstanding anything any refunds or credits in respect of VAT that are for the account of Purchaser pursuant to Section 2.026.3(d) or Section 6.4), Excluded Assets shall include (and net of any Taxes imposed on Purchaser or any of its Affiliates with respect to the Transferred Assets shall exclude) the following assets and properties receipt or payment of Sellers and their respective Subsidiaries:such refunds or credits; (ah) all cash Tax Returns and cash equivalents (including other investment assets)books and records related to Taxes paid or payable by Seller, bank accounts and securities any of Sellers the other Seller Entities or any of their respective Affiliates; (bi) Any and all cash and cash equivalents, bank and other than the Transferred Contractsdepositary accounts and safe deposit boxes, all Contracts to which any Seller or its Affiliates is a partydemand accounts, including all employment agreements certificates of Business Employeesdeposit, time deposits, negotiable instruments, securities and brokerage accounts; (cj) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates Any and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies and binders and interests in insurance contracts insuring the Business pools and programs and self-insurance arrangements whether or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates not related to the extent relating to any Excluded Asset or any Excluded LiabilityBusiness, for all periods before, through and after the Closing, including any and all such rightsrefunds and credits due or to become due thereunder and any and all claims, rights to make claims and credits arising under rights to proceeds on any such insurance policies in favor of Sellers for all periods before, through and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to after the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) Any and all rights of Sellers and their respective Affiliates under this Agreement and Business Permits, other than the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l)Transferred Permits; and (m) all Leases except as set forth in the Sublease Agreement.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.022.01, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) include, without limitation, the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective AffiliatesSeller; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a partynotes and receivables howsoever arising, including all employment agreements of Business Employeestrade notes and trade accounts receivable; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsContracts that are not Assigned Contracts; (d) all Seller Intellectual Property; (e) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (all books and records related to the extent conduct of the transfer thereof is permitted by applicable Law)Seller’s business, and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (ef) all insurance policies of Seller and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right all rights to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, applicable claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liabilityproceeds thereunder; (g) all claims any rights of Seller or its Affiliates with respect to (i) any Tax refunds, credits, tax loss carry forwards, rebates or abatements, (ii) any rights to credits, refunds, rebates or abatements of Taxes relating to periods (or portions thereof) ending at or prior to the Closing Date, (iii) any Tax Returns or Tax records of Seller or any of its Affiliates, and (iv) any rights of Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the ClosingTax allocation or sharing agreement; (h) all rights to any Counsel Communicationsaction, suit or claim of any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l)Section 2.02(i) of the Disclosure Schedules; (j) the membership interests or any other rights of Seller in or to VIALCO; and (mk) all Leases except as set forth in the Sublease Agreementrights which accrue or will accrue to Seller under the Transaction Documents.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded The Purchased Assets shall include (and the Transferred Assets shall exclude) exclude the following assets and properties of Sellers and their respective Subsidiaries:(the "Excluded Assets"): (a) all Each Seller’s cash and cash equivalents on hand as of the Closing Date and all other cash and cash equivalents in any of each Seller’s bank or savings accounts; any insurance policies, letters of credit, or other similar items and cash surrender value in regard thereto; any stocks, bonds, certificates of deposit and similar investments; and all prepaid expenses and assets (including other investment assets), bank accounts and securities of Sellers or their respective Affiliatesdeposits) paid prior to the Closing Date; (b) other than the Transferred ContractsEach Seller’s corporate name, any books and records which each Seller is required by law to retain, all Contracts records relating to which any Seller or its Affiliates is a partythe excluded assets described in this Section 2.2 and to each Seller’s accounts payable and accounts receivable and general ledger records, including all employment agreements of Business Employeesand each Seller’s corporate minute books and other books and records relating to each Seller’s internal corporate matters; (c) other than the Transferred Intellectual PropertyAny pension, all other Intellectual Property owned profit-sharing, or held for use by employee benefit plans, and any Seller or its Affiliates and its and their Third Party licensorscollective bargaining agreements; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainThe Accounts Receivable; (e) all Any claims, rights and interest in and to any refunds of federal, state or local franchise, income or other taxes or fees of any nature whatsoever, or refunds from any other Governmental Authorities or third parties (including utilities), in each case for periods prior to the Closing Date; (f) All property listed on Schedule 2.2; (g) Any intercompany receivables; (h) All current and prior insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or all rights of any of their respective Affiliatesnature with respect thereto, including any prepaid all insurance premiums proceeds received or insurance recoveries receivable thereunder and the right rights to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) All personnel records (including all Benefit Plans human resources and trusts or other assets attributable thereto;records) of each Seller relating to employees of such Seller that such Seller is required by applicable law to retain in its possession; and (j) all Tax assets (including duty All rights, claims and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) causes of a action in favor of each Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including Stations that arise out of or are related to the Ancillary Agreements); (l) operations of the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in Stations prior to the Sublease AgreementClosing.

Excluded Assets. Other than At the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other Closing the assets and properties of SPG shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance not include any of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties (individually, an "Excluded Asset", and collectively, the "Excluded Assets"), irrespective of Sellers and their respective Subsidiarieswhether SPG may have had any right, title or interest therein or lease, license or other right to the exploitation or use thereof: (a) all cash any right, title or interest in the SPAR eTraining Business or other SPAR Business or any Intellectual Property of the SPAR Group, including (without limitation) the SPAR eTraining Intellectual Property, the name "SPAR" and cash equivalents (including their other investment assets)trademarks and tradenames, bank accounts and securities of Sellers or their respective Affiliatesthe SPAR accounting, email and payroll systems; (b) any right to participate, or for the employees of SPG to participate, in any pension, welfare or benefit plan, insurance or other than SPAR Group benefit or coverage, and any administrative or other service directly or indirectly provided to or for the Transferred Contracts, all Contracts to which benefit of SPG by any Seller member of the SPAR Group or its Affiliates is a party, including all employment agreements of Business Employeestheir Affiliates; (c) other than any federal, state, local or foreign income or franchise tax benefit or refund of SPG or the Transferred Intellectual Property, all other Intellectual Property owned Seller attributable to periods on or held for use by any Seller or its Affiliates and its and their Third Party licensorsbefore the Closing Date; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books any and all of account or other records having to do with the corporate organization of Sellers or their Affiliates (SPG's Books and Records at any SPAR Group location other than Texas, provided that the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files Seller shall deliver to SPG an electronic copy of Transferred Employees (SPG's accounting data stored on SGRP's "Solomon" computer system such time as SPG ceases to use such computer system pursuant to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainTransition Services Agreement; (e) any and all insurance policies and insurance contracts insuring assets of the Business or the Transferred Assets that are arranged or maintained by Sellers Seller or any other member of their respective Affiliatesthe SPAR Group used at any time or from time to time by SPG and not located on the premises of the SPG, including any prepaid insurance premiums or insurance recoveries thereunder (without limitation) the computers and accounting and other software of the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingSPAR Group ; (f) all rightsany liability or other obligations owed to SPG by the Seller, claims and credits (including all guarantees, warranties, indemnities and similar rights) any Affiliate of Sellers the Seller or any of their respective Affiliates Significant Shareholders (other than any that may be owed to SPG under the extent relating to any Excluded Asset Purchase Documents, Revolving Credit Documents or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded LiabilityTerm Loan Documents); (g) all claims any right, power, privilege, remedy or interest of any the Seller or any other member of its Affiliates the SPAR Group under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing;Purchase Document, Revolving Credit Document, Term Loan Document or Senior Loan Document; and (h) any Counsel Communications; other asset or property listed on Schedule 2.02 hereto. SPG acknowledges and agrees that any right, title or interest in, lease or license of or other right to exploit or use any and all Excluded Assets that SPG has or may have (whether known or unknown) (i) all Benefit Plans will terminate as of June 30, 2002, and trusts or other assets attributable thereto; (jii) all Tax assets (including duty will be separately sold, assigned, conveyed and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a transferred at the Closing to the Seller or its designee, all without any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l)further consideration; and (m) all Leases except as set forth provided that in the Sublease Agreementevent any such right, title or interest is not so separately sold, assigned, conveyed and transferred, SPG hereby sells, assigns, conveys and transfers it to the Seller and its succesors and assigne forever effective as of the Effective Time, all without any further consideration.

Excluded Assets. Other Notwithstanding anything in this Agreement to the contrary, Guarantor and its Subsidiaries shall retain, and the Transferee shall not acquire, any direct or indirect right, title and interest in and to, any assets, properties, claims and rights of Guarantor or its Subsidiaries other than the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and (all such other assets assets, properties, claims and properties shall be excluded from the Transferred Assets (rights, collectively, the “Excluded Assets”). For , including, for the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries: (a) all cash and cash equivalents (including any refunds, credits, overpayments or other investment assets)recoveries of, bank accounts and securities against or in respect of Sellers any Taxes imposed on or their respective with respect to the Transferred Assets for a Pre-Closing Tax Period or any Taxes of or imposed on Transferor or any of its Affiliates; (b) Tax Returns and other than the Transferred Contracts, all Contracts books and records related to which Taxes paid or payable by Transferor or any Seller or of its Affiliates is a party, including all employment agreements of Business EmployeesAffiliates; (c) any Contracts, other than the Transferred Intellectual PropertyContracts (including the portion of Shared Contracts not required to be or otherwise not assigned, all other Intellectual Property owned or held for use by any Seller or its Affiliates transferred and its and their Third Party licensorsconveyed to Transferee); (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account any accounts receivable or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainreceivables; (e) all insurance policies and insurance contracts insuring the Business any Information Technology or other tangible personal property other than the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder Tangible Personal Property and the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingTransferred Software; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded LiabilityIntellectual Property Rights other than Transferred IP Rights; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (data other than such Seller and its Affiliates) to database schema, or database structures, included in the extent such breaches occurred prior to the ClosingTransferred Software; (h) any Counsel CommunicationsSoftware that is not Transferred Software (it being understood that Guarantor and its Subsidiaries may retain copies of any such Transferred Software solely to the extent that it is licensed pursuant to Section 5.13 hereof); (i) all Benefit Plans indemnity rights and trusts other claims and actions arising out of occurrences before or other assets attributable theretoafter the Closing to the extent primarily arising out of or that primarily relate to any of the Excluded Assets or Retained Liabilities, whether arising by way of counterclaim or otherwise; (j) all Tax assets rights or claims that accrue or will accrue to Transferor under this Agreement or any other Transaction Document; and (including duty and Tax refundsk) any assets, Tax prepaymentsproperties, Tax books and records and Tax Returns) claims or rights of a Seller any operations, functions or businesses of Guarantor or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under Subsidiaries to the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth extent not involved in the Sublease AgreementMortgage Servicing Platform.

Excluded Assets. Other than Notwithstanding any provision herein to the Transferred contrary, the Acquired Assets subject to Section 2.02shall not include the following (collectively, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:): (a) all cash Excluded Insurance Policies and cash equivalents (all interests therein and all deposits, prepayments, advances and security relating solely thereto, and all rights and benefits of any of the Selling Entities of any nature with respect solely thereto, including all interests in any bonds maintained under Section 412 of ERISA and in any insurance policies relating to Seller Benefit Plans, and all royalties, advances, prepaid assets, security and other investment assets)deposits, bank accounts prepayments and securities other current assets of Sellers or their respective Affiliatesthe Selling Entities as of the Closing relating solely to Contracts that are not Assumed Contracts; (b) all intercompany obligations and other than the Transferred Contracts, all Contracts amounts receivable of any Selling Entity owed to which it by any Seller or its Affiliates is a party, including all employment agreements of Business Employeesother Selling Entity; (c) any confidential records, documents or other than information relating to Excluded Employees, and any materials containing information about any Excluded Employee or Transferred Employee, to the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsextent disclosure of which to Buyer would violate applicable Law; (d) the Selling Entities’ (i) minute books and other corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records relating to their organization and existence, including the Selling Entities’ stock records and corporate seal, and the Selling Entities’ books and records relating to Taxes of the Selling Entities, including Tax Returns filed by or with respect to the Selling Entities, (ii) records which a Seller is prohibited from disclosing or transferring any of the Selling Entities are required to Buyer under retain by applicable Law and is required by applicable Law (iii) books, records, information, files, data and plans (whether written, electronic or in any other medium), advertising and promotional materials and similar items relating to retainany Excluded Assets or Excluded Liabilities; provided, however, that Buyer shall have the right to make copies of any portions of such books and records related to the Acquired Assets; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder Selling Entities’ rights under this Agreement and the right other Transaction Documents, and all consideration payable or deliverable to assert claims with respect the Selling Entities pursuant to any such insurance recoveries, whether arising before or after Closingthe terms and provisions hereof; (f) all rights, claims and credits any Contracts of any Selling Entities (including employment Contracts and purchase orders that are not Assumed Purchase Orders), other than the Assumed Contracts and Additional Assumed Contracts, together with all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates prepaid assets relating solely to Contracts other than the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded LiabilityAssumed Contracts; (g) all claims any shares of capital stock or other equity interests of any Seller of the Selling Entities, or any securities convertible into, exchangeable or exercisable for shares of its Affiliates under capital stock or other equity interests of any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the ClosingSelling Entities; (h) any Counsel Communicationsprepaid income Tax, Tax receivable, Tax refund or Tax rebate of a Selling Entity with respect to any period ending on or prior to the Closing, other than those relating to any Acquired Asset; (i) all any Seller Benefit Plans and trusts Plan or other any right, title or interest in any assets attributable of or relating thereto; (j) all Tax assets (rights, claims and causes of action, including duty and Tax rights of indemnity, warranty rights, rights of contribution, rights to refunds, Tax prepaymentsrights of reimbursement and other rights of recovery, Tax books including rights to insurance proceeds, of the Selling Entities (regardless of whether such rights are currently exercisable), to the extent solely and records and Tax Returns) of a Seller specifically related to the Excluded Assets or any of its Affiliates Excluded Liabilities (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under collectively, the terms of this Agreement“Excluded Claims”); (k) all rights prepaid charges and deposits in respect of Sellers telephone, electricity, water and their respective Affiliates under this Agreement sewer and other utilities that are required to be funded by the other agreements and instruments executed and delivered Selling Entities pursuant to the Selling Entities’ motion filed in connection with this Agreement (including the Ancillary Agreements);Bankruptcy Case pursuant to Section 366 of the Bankruptcy Code, filed by the Selling Entities on the Petition Date; and (l) all bank and deposit accounts, which for the assetsavoidance of doubt, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease Agreementshall include no Cash other than Retained Cash.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.021.1, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries the Selling Parties are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiariesthe Selling Parties, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (collectively, the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiariesthe Selling Parties: (a) all assets, liabilities and other property held by or belonging to Seller or Seller’s Affiliates, other than the Subsidiaries, unrelated to the Business of the Subsidiaries; (b) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective Affiliates; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesSubsidiaries; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsContracts that are not Assigned Contracts; (d) all intellectual property other than the corporate seals, Intellectual Property Assets; (e) the organizational documents, minute books, stock booksunit ledgers, Tax Returns(as defined below) returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Subsidiaries, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (employees engaged by Buyer pursuant to the extent the transfer thereof is permitted by applicable Law)Transaction Documents, and any other books and records which a Seller is the Subsidiaries are prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (ef) all insurance policies of the Subsidiaries and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right all rights to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, applicable claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liabilityproceeds thereunder; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans benefit plans and trusts or other assets attributable thereto; (jh) all Tax assets (including duty and Tax refunds, Tax refunds and prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)Subsidiaries; (ki) all rights to any action, suit or claim of Sellers and their respective Affiliates under this Agreement and any nature available to or being pursued by the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assetsSelling Parties, properties and rights specifically set forth on Schedule 2.03(l)whether arising by way of counterclaim or otherwise; and (mj) all Leases except as set forth in the Sublease rights which accrue or will accrue to the Selling Parties under the Transaction Documents. For purposes of this Agreement: (i) “Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, such Person; and (ii) “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.022.01, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective AffiliatesSeller; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeesthat are not Assigned Contracts; (c) all Intellectual Property other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsAssets; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), or Other Transferred Employees and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies of Seller and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder all rights to applicable claims and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closingproceeds thereunder; (f) all rightssubject to Section 6.05, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (jg) all Tax assets (including duty and Tax refunds, Tax rebates and prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates Affiliates; (h) all rights to any action, suit or claim of any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise; (i) all assets, properties and rights used by Seller in its businesses other than the Business (including for this purpose any refunds of Taxes for which any all assets, properties and rights used by Seller or any of in its Affiliates is responsible under the terms of this Agreementdata analytics and payment businesses); (kj) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the any assets, properties and rights specifically set forth on Schedule 2.03(l)Section 2.02(j) of the Disclosure Schedules; and (mk) all Leases except as set forth in the Sublease Agreementrights which accrue or will accrue to Seller under the Transaction Documents.

Excluded Assets. Other Notwithstanding the provisions of Section 1.01 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not purchase any assets, properties or rights of any Company of any kind or nature whatsoever other than the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiariesinclude: (a) all cash Cash and cash equivalents (including other investment assets), Equivalents and rights to all bank accounts and securities of Sellers or their respective Affiliatesaccounts; (b) other than the Transferred Contracts, all Contracts to which Tax Returns of Sellers and any Seller refund or its Affiliates is a party, including all employment agreements credit of Business EmployeesTaxes of any Seller; (c) all insurance policies of Seller and captive insurance company membership and other than the Transferred Intellectual Propertyrights (and any equity interest therein) and all rights to applicable claims, all other Intellectual Property owned or held for use by any Seller or its Affiliates refunds, and its and their Third Party licensorsproceeds thereunder; (d) the all rights to any claims and litigation available to or being pursued by any Seller, whether arising by counterclaim or otherwise and all subrogation and contribution claims and proceeds except those identified in Section 1.01(k); (e) Each Seller’s (i) organizational documents and stock certificates or other indicia of ownership, corporate sealsseal, organizational documents, and minute books, stock (ii) Tax Returns and books, records, or information reasonably necessary to prepare and/or file Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or iii) employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any iv) other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and or is required by applicable Law to retain; , and (ev) all insurance policies books and insurance contracts insuring records related to the Business Excluded Assets and Excluded Liabilities (provided, that in the case of each of the foregoing, unless prohibited by Law, Seller will afford Buyer and the Companies access to and copies of any such books, records, and other materials retained by Seller to the extent reasonably requested by Buyer or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingCompanies for a proper purpose); (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers the rights which accrue or any of their respective Affiliates will accrue to Seller under the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded LiabilityTransaction Documents; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (h) all contracts other than the Assigned Contracts; (i) any intercompany assets solely between or among any of the Sellers and/or ▇▇▇▇▇▇▇ or any Affiliate, none of which are included as a receivable in the Net Working Capital calculation; and (j) all Tax assets set forth on Schedule 1.02 (the “Excluded Personal Assets”). Notwithstanding anything to the contrary set forth in this Agreement or in any document, certificate or instrument delivered pursuant to or in connection with this Agreement, Buyer acknowledges and agrees that all of the following shall remain the property of the Companies, and neither Buyer nor any of its Affiliates shall have any interest therein: (w) all records and reports prepared or received by any Company or any Company’s Affiliates in connection with the sale of Sellers’ businesses (collectively, the “Business”) and the transactions contemplated by this Agreement, including duty all analyses relating to the Business or Buyer so prepared or received; (x) all confidentiality contracts with prospective purchasers of the Business or any portion thereof; (y) all bids and Tax refundsexpressions of interest received from prospective purchasers of the Business or any portion thereof with respect thereto; and (z) all privileged materials, Tax prepayments, Tax books documents and records in the possession of any Company or any Company’s Affiliates to the extent such materials, documents and Tax Returnsrecords are related to any Excluded Asset or Excluded Liability; provided, that the materials, documents and records in clause (z) of shall be made available to Buyer (subject to entering into a Seller confidentiality agreement and/or a joint defense agreement if so requested by the applicable Company or Companies) if any Buyer or any of its Affiliates (including becomes subject to any claim or litigation and such materials, documents or records are necessary for this purpose Buyer or such Affiliate to defend such claim or litigation. Buyer further acknowledges and agrees that, with respect to any refunds claim or litigation between a Company or one of Taxes for which any Seller its Affiliates on the one hand, and Buyer or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and on the other agreements hand, only such Company or its applicable Affiliates may waive any evidentiary privilege that may attach to a pre-Closing communication that is determined by a court of competent jurisdiction to be subject to attorney-client privilege, and instruments executed and delivered in connection with this Agreement (including neither Buyer nor its Affiliate shall have the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease Agreementright to compel disclosure of such privileged information.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02Purchased Assets, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (collectively, the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) all cash cash, negotiable instruments, and cash equivalents (including other investment assets)held by, for, or on behalf of the Business, whether restricted or unrestricted, including, for the avoidance of doubt, cash held in bank accounts and securities elsewhere within the Business, but specifically excluding cash held on behalf of Sellers or their respective Affiliatesthird-parties, including without limitation, customer deposits (“Cash”); (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements listed on Section 2.02(b) of Business Employeesthe Disclosure Schedules (the “Excluded Contracts”); (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, records (other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable LawEmployees), and any other books and records which a that Seller is are prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (ed) all insurance policies of Seller and insurance contracts insuring all rights to applicable claims and proceeds thereunder (“Excluded Insurance Rights”), except to the Business or extent the Transferred Assets that are arranged or maintained by Sellers proceeds under any such policy may be applied to cover the indemnity obligations of Seller hereunder; (e) all Tax assets (including all rights to receive duty and Tax refunds and prepayments) of Seller or any of their respective Affiliates, including any prepaid insurance premiums Affiliates or insurance recoveries thereunder and otherwise relating to the right Purchased Assets or the Business to assert claims with respect the extent such Tax assets relate to any such insurance recoveries, whether arising before or after Closingthe Pre-Closing Apportioned Period; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating rights to any Excluded Asset action, suit or claim of any Excluded Liabilitynature available to or being pursued by Seller, including any and all such rights, claims and credits whether arising under insurance policies in favor by way of Sellers and their respective Affiliates relating to any Excluded Asset counterclaim or any Excluded Liabilityotherwise; (g) all claims of any Seller books, records, and other materials prepared by, or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (emails and other than such Seller correspondence with, outside legal counsel, together with the related attorney-client privilege and its Affiliates) to the extent such breaches occurred prior to the Closingall attorney work product protections; (h) any Counsel Communicationsall books, records, other materials, emails and other correspondence relating to Seller’s or the Selling Shareholders’ preparation and negotiation of this Agreement and the other Transaction Documents and the evaluation and consummation of the transactions contemplated hereby and thereby; (i) all Benefit Plans and trusts the rights that accrue or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a will accrue to Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements);Transaction Documents; and (lj) all employee benefit plans maintained by Seller or any Affiliates thereof (the “Seller Benefit Plans”); and (k) the assets, properties and rights rights, if any, specifically set forth on Schedule 2.03(l); and (mSection 2.02(k) all Leases except as set forth in of the Sublease AgreementDisclosure Schedules.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries: (a) all cash and cash equivalents (including other investment assets), bank accounts of the Seller Companies and securities of Sellers or their respective Affiliates; (b) all bank accounts and securities of the Sellers and their Affiliates (other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesForeign Subsidiaries); (c) all Intellectual Property other than the Transferred Business Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or and other records having to do with the corporate organization organization, maintenance and existence of the Sellers or their Affiliates (other than the Purchased SubsidiaryForeign Subsidiaries), all employee-related or related, employee benefit-related or payroll files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)Continuing Employees, and any other books and records which a Seller is the Sellers are prohibited from disclosing or transferring to Buyer Purchaser under applicable Law Legal Requirement and is are required by applicable Law Legal Requirement to retain; (e) all insurance policies those Business Contracts which provide services to the Seller Companies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder but not limited to contracts with attorneys; accountants and providers of services with regard to the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingSellers’ securities; (f) all rightsqualifications to conduct business as a foreign corporation, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent arrangements with registered agents relating to any Excluded Asset or any Excluded Liabilityforeign qualifications and taxpayer and other identification numbers, including any and all such rightsin each case, claims and credits arising under insurance policies in favor of Sellers the Seller and their respective Affiliates relating to any Excluded Asset or any Excluded Liability(other than the Foreign Subsidiaries); (g) all insurance policies of the Sellers and their Affiliates and all rights to applicable claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closingproceeds thereunder; (h) any Counsel Communicationsprepaid items and deferred items or credits and deposits of the Sellers and their Affiliates, other than any such item included as an asset in the calculation of Working Capital; (i) all Benefit Plans claims, rights and, with respect to Proceedings, causes of action, rights to refunds, rights of recovery, rights of set-off and trusts rights of recoupment, and other rights to any action, suit or claim of any nature available to or being pursued by the Sellers or any of their Affiliates (other assets attributable theretothan the Foreign Subsidiaries), whether arising by way of counterclaim or otherwise, in each case, to the extent such claim or right does not primarily arise out of or relate to a Business Asset or Business Liability; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller the rights which accrue or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible will accrue to the Sellers under the terms of this Agreement), the Transaction Documents or the transfer documentation in respect of the Securities of the Foreign Subsidiaries; (k) all rights to the phone numbers for all employees of the Sellers and or their respective Affiliates under this Agreement who are not Offered Employees and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)main phone number of PHMD; (l) all rights to the assets, properties e-mail addresses of the Sellers and rights specifically set forth on Schedule 2.03(l); andtheir Affiliates; (m) all Leases rights to the Internet website domain names of the Sellers and their Affiliates (except as set forth in (i) those Internet website domain names specifically listed on the Sublease Agreement.Intellectual Property disclosure statement, and (ii) any other Internet website domain names that include any of the words "nono," "cleartouch," or "kyrobak," but do not include any of the words "PhotoMedex," "PHMD," “Radiancy” or any part thereof or any other names confusingly similar thereto);

Excluded Assets. Other than Notwithstanding anything contained in Section 1.1, the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling selling, conveying, transferring or assigning, and the Buyer is not purchasing, receiving or accepting, any other assets of the assets, rights or properties of expressly set forth below (such assets being referred to as the ³Excluded Assets´). Sellers or their respective Subsidiariesshall retain all right, title and interest to and in the Excluded Assets, and all such other assets the Buyer waives and properties shall be excluded from releases any claim it may have now or hereafter to the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:. (a) all cash Any real property and cash equivalents (including other investment assets), bank accounts and securities of Sellers any personal property affixed to or their respective Affiliates;located at any real property that is not Real Property. (b) All rights in and to Intellectual Property of the Company and its Affiliates other than Company Intellectual Property, including, without limitation, Intellectual Property belonging to the Transferred Contracts, all Contracts to which any Seller or its European Affiliates is a party, including all employment agreements of Business Employees;Sellers. (c) Any and all raw materials, work in process and finished goods inventory other than Purchased Trade Inventory. (d) Any and all tooling inventory other than the Transferred Intellectual PropertyPurchased Tooling Inventory. (e) Any and all rights under all Contracts that are not Assumed Contracts. (f) Any (i) pre- or post-petition security, all vendor, utility and other Intellectual Property owned similar deposits, prepaid expenses or other prepayments (other than pre-petition or post-petition deposits pursuant to Assumed Contracts that will inure to the benefit of the Buyer), (ii) cash and cash equivalents, including the Purchase Price, (iii) certificates of deposit, commercial paper and securities owned, used or held for use by any Seller Seller, (iv) letters of credit, (v) prepaid payroll and withholding Taxes, (vi) retainers for legal, financial and other professionals funded by or its Affiliates on behalf of the Sellers, and its and their Third Party licensors;(vii) deferred income Taxes. (dg) Any (i) confidential personnel and medical records pertaining to any Employee who is not hired by the Buyer; (ii) books and records that the Sellers are required by Law to retain or that the Sellers determine are necessary or advisable to retain including, without limitation, Tax Returns, financial statements and corporate sealsor other entity filings; provided, organizational documentsthat the Buyer shall have the right to make copies of any portions of such retained books and records that relate to the Business or any of the Acquired Assets, and (iii) minute books, stock books, Tax Returns, books ledgers and stock certificates of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain;Sellers. (eh) all insurance policies and insurance contracts insuring Accounts receivable incurred in the Business or ordinary course of business existing on the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing;Closing Date. (fi) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Any intercompany rights among Sellers and their respective Affiliates and all Contracts related thereto, including, without limitation, rights to distributions of proceeds from any sale of the equity or assets of the European Affiliates of the Sellers. (j) All rights (i) under the Sellers¶ insurance policies relating to the Business (including, without limitation, health insurance, worker¶s compensation insurance and life insurance), and any right to refunds due with respect to such insurance policies and (ii) under or pursuant to all warranties (express or implied), representations and guarantees made by third parties relating to any Excluded Asset or any Excluded Liability;Assets. (gk) all claims Any claim, right or interest of the Sellers in or to any Seller refund, rebate, abatement or other recovery for Taxes, together with any of its Affiliates under interest due thereon or penalty rebate arising therefrom, for any Contract in respect of breaches by any party to such Contract Tax period (other than such Seller and its Affiliatesor portion thereof) to ending on or before the extent such breaches occurred prior to the Closing;Closing Date. (hl) any Counsel Communications;All Employee Plans including the Sellers¶ rights, title and interests in any (i) all Benefit assets related to a defined benefit or defined contribution retirement plan, and (ii) assets related to non-qualified deferred compensation plan (except to the extent related to liabilities of such Employee Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under that are agreed to be assumed by the terms of this AgreementBuyer); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and. (m) Any rights, claims or causes of action of the Sellers against third parties relating to Acquired Assets, properties, business or operations of the Sellers arising out of events occurring on or prior to the Closing Date (other than any of the foregoing that relate to any liabilities or obligations assumed by the Buyer), including, without limitation, warranty rights, indemnification rights, offsets and similar rights and all Leases except as set forth in avoidance claims and causes of action under Sections 544, 547, 548, 549, 550 and 553 of the Sublease AgreementBankruptcy Code or the proceeds thereof.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective neither Seller nor any of its Subsidiaries are not is selling or assigning, any other of the following assets or properties of Sellers or their respective Subsidiariesproperties, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (the “"Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:"): (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective AffiliatesSeller and its Subsidiaries; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employees; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller and its Subsidiaries, all employee-related or employee benefit-related files or records, other than personnel files records of Transferred Business Employees (to the extent the transfer thereof is permitted by applicable Law)who do not become Hired Employees, and any other books and records which a Seller or any of its Subsidiaries is prohibited from disclosing or transferring to Buyer under applicable Law or Contract and is required by applicable Law to retainretain or do not exclusively relate to the Purchased Assets; (c) all Contracts that are not Assigned Contracts and any and all rights thereunder; (d) all insurance policies and all rights to applicable claims and proceeds thereunder; (e) all insurance policies assets and insurance contracts insuring rights attributable to any benefit plans or related trusts or funding arrangements; (f) all Tax assets including refunds, rebates or prepayments of Taxes (or rights thereto); (g) all rights to any action, suit, demand or claim of any nature available to or being pursued by Seller or any of its Affiliates, whether arising by way of counterclaim or otherwise, in each case whether or not related to the Business Business, the Purchased Assets, or the Transferred Assets that are arranged Assumed Liabilities; (h) all rights which accrue or maintained by Sellers will accrue to Seller or any of its Affiliates under the Transaction Documents; (i) all intercompany receivables and, except for any Contract set forth on Section 2.02(i) of the Seller Disclosure Schedules, other rights pursuant to any Contract between Seller, or any of its Affiliates, on the one hand, and any of their respective Affiliates, including on the other hand; (j) the shares of stock or other ownership interests in any prepaid insurance premiums Subsidiaries of Seller; (k) all correspondence and documents prepared by Seller or insurance recoveries thereunder and any of its Affiliates for its internal evaluation purposes or related to any third party bid to purchase any of the right to assert claims assets of the Business; (l) any (i) personnel records with respect to the Hired Employees that Seller or any such insurance recoveries, whether arising before of its Affiliates is required by Law to maintain in its possession and (ii) Books and Records relating to any Purchased Asset or after ClosingAssumed Liability that Seller or any of its Affiliates is required by Law to maintain in its possession; (fm) all rights, claims any and credits (including all guarantees, warranties, indemnities and similar rightsrights (i) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred Business or a Purchased Asset for the period prior to the Closing;Closing Date and (ii) in respect of any other Excluded Asset, arising on or after the Closing Date; and (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (ln) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (mSection 2.02(n) all Leases except as set forth in of the Sublease AgreementSeller Disclosure Schedules.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.022.01, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties listed below shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) are the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective AffiliatesSeller; (b) all accounts or notes receivable of the businesses of Seller other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesReceivables; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsContracts that are not Assigned Contracts; (d) all Intellectual Property of Seller other than the Intellectual Property Assets; (e) the corporate seals, organizational documents, minute books, stock books, Tax ReturnsReturns and related records and workpapers, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)Buyer Employees, and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (ef) all insurance policies of Seller and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right all rights to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, applicable claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liabilityproceeds thereunder; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (h) all rights to any Action of any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise, to the extent primarily relating to any Excluded Asset or any Liability that is not an Assumed Liability; (i) all securities or other Equity Interests of any Person owned or held by Seller; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a documents maintained by Seller in connection with the transactions contemplated by this Agreement or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)Transaction Documents; (k) all the rights of Sellers and their respective Affiliates which accrue or will accrue to Seller under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)Transaction Documents; (l) the assets, properties and rights specifically set forth on Schedule 2.03(l)all collectible watches of Seller; and (m) Applied Biology s.r.o. (a Czech Republic company), which Buyer specifically acknowledges is excluded from the Purchased Assets; and (n) all Leases except as set forth in the Sublease Agreement.automobiles leased or owned by Seller; and

Excluded Assets. Other The Purchased Assets shall not include, and Seller shall retain, all of the properties, assets and rights of any kind, whether tangible or intangible, real or personal, of Seller and all of its Subsidiaries other than the Transferred Assets subject to Section 2.02Purchased Assets, Buyer expressly understands and agrees that it is not purchasing or acquiringincluding the following (collectively, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:): (a) all cash the properties, assets and cash equivalents (including other investment assetsrights in existence on the Closing Date that are listed on Schedule 1.2(a), bank accounts and securities of Sellers or their respective Affiliates; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesCash; (c) all bank and other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any depositary accounts of Seller or its Affiliates and its and their Third Party licensorsSubsidiaries; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainAccounts Receivable; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or rights of Seller in any of their respective Affiliatesreal property, including any prepaid insurance premiums or insurance recoveries thereunder and real property leases, not included in the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingPurchased Assets; (f) all rightsclaims, claims causes of action, choses in action, rights of recovery and credits (including all guarantees, warranties, indemnities and similar rights) rights of Sellers set-off of any kind in favor of Seller or any of their respective Affiliates its Subsidiaries against any Person to the extent relating related to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims personal property, equipment and inventory of any Seller not included in the Purchased Assets, including the Non-U.S. Consignment Inventory; (h) rights under Contracts to which Seller or any of its Affiliates under any Contract in respect of breaches by any Subsidiaries is a party to such Contract (other than such Seller and its Affiliates) to the extent that such breaches occurred prior Contracts relate to the Closing; (h) any Counsel Communicationssale or delivery of the Non-U.S. Consignment Inventory; (i) all Benefit Plans and trusts or other assets attributable theretoof all Employee Plans; (j) all Tax assets personnel, employee compensation, medical and benefits and labor relations records relating to Employees; provided, however, that copies of all such records relating to the Transferred Employees individually or in the aggregate (including duty but excluding any such records that are applicable generally to Employees of the Seller and Tax refundsits Subsidiaries), Tax prepayments, Tax books and shall be delivered to Purchaser unless disclosure of such records and Tax Returns) of a Seller would be prohibited by applicable privacy or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under data protection Laws without the terms of this Agreement)individual’s consent; (k) all losses, loss carryforwards and rights to receive refunds, credits and loss carryforwards with respect to any and all Taxes of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements);Seller that constitute Excluded Liabilities; and (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease Agreementinsurance policies.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees The assets that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, constitute Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiariesonly: (ai) all cash and cash equivalents (including other investment assets), bank accounts and securities of Sellers or their respective Affiliates;The consideration delivered to Seller pursuant to this Agreement. (bii) The right of Seller to enforce the representations, warranties, covenants and indemnities of Buyer under this Agreement, the Assumption Agreement, the Pueblo Lease, the Trademark License, the Lease Assignment, the Side Letter, the Use Agreement (if any) and any related agreements and the obligations of Buyer to pay, perform or discharge the liabilities and obligations of Seller assumed by Buyer under this Agreement, the Assumption Agreement, the Pueblo Lease, the Trademark License, the Lease Assignment, the Side Letter, the Use Agreement (if any) and any related agreements, and all other rights, including rights of indemnification, of Seller under this Agreement, the Assumption Agreement, the Pueblo Lease, the Trademark License, the Lease Assignment, the Side Letter, the Use Agreement (if any) and any related agreements. (iii) All assets, rights, privileges, claims and Contracts owned by Seller and used in connection with the Other Businesses, including, without limitation, the Media Division Assets. (iv) All credits, reserves and deposits with applicable Governmental Entities including, without limitation, those related to unemployment compensation and workers' compensation. (v) All of Seller's insurance policies and any right, title and interest of Seller in and to any proceeds thereof or any claims thereunder or with respect thereto, in each case whenever arising. (vi) All of Seller's deposit accounts other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employees;payroll accounts specified in Section 2.1(a)(xi). (cvii) other than All of Seller's Plans, any assets thereof, and the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates books and its and their Third Party licensors;records related to such Plans. (dviii) the The Marks set forth on Schedule 2.1(b). (ix) Seller's articles of incorporation, non-transferable franchises, corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or and other corporate records having to do with the corporate organization and capitalization of Sellers Seller and all income tax records and nontransferable Permits. (x) Seller's books of account related to the Other Businesses. (xi) All refunds with respect to (A) Income Taxes attributable to periods of time that Seller was the owner of the Purchased Assets and (B) sales Taxes and property Taxes due and payable on or their Affiliates before the Closing Date. (xii) All amounts owed, or reflected on the books of account of Seller as being owed, by Seller to the Business. (xiii) Cash other than the Purchased Subsidiarycash referenced in Section 2.1(a)(vii), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees . (xiv) Seller's fee interest in the Owned Real Property. (xv) All fixtures and improvements attached to the extent Owned Real Property. (xvi) All of Seller's accounts receivable as of the transfer thereof is permitted date hereof arising from the Business, together with any additions thereto received or incurred by applicable Law)Seller after the date hereof through and including the Closing Date, the trade accounts receivable ledger dated as of the Closing Date, and any other books and records which a Seller is prohibited from disclosing documents or transferring instruments related to Buyer under applicable Law and is required by applicable Law to retain;such accounts receivable or useful in the collection thereof, including, without limitation, bills of lading, invoices, shipping documents, purchase orders, etc. (exvii) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other The assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l2.1(b); and (m) all Leases except as set forth in the Sublease Agreement.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries: (a) all cash and cash equivalents (including other investment assets), bank accounts of the Seller Companies and securities of Sellers or their respective Affiliates; (b) all bank accounts and securities of the Sellers and their Affiliates (other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesForeign Subsidiaries); (c) all Intellectual Property other than the Transferred Business Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or and other records having to do with the corporate organization organization, maintenance and existence of the Sellers or their Affiliates (other than the Purchased SubsidiaryForeign Subsidiaries), all employee-related or related, employee benefit-related or payroll files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)Continuing Employees, and any other books and records which a Seller is the Sellers are prohibited from disclosing or transferring to Buyer Purchaser under applicable Law Legal Requirement and is are required by applicable Law Legal Requirement to retain; (e) all insurance policies those Business Contracts which provide services to the Seller Companies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder but not limited to contracts with attorneys; accountants and providers of services with regard to the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingSellers’ securities; (f) all rightsqualifications to conduct business as a foreign corporation, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent arrangements with registered agents relating to any Excluded Asset or any Excluded Liabilityforeign qualifications and taxpayer and other identification numbers, including any and all such rightsin each case, claims and credits arising under insurance policies in favor of Sellers the Seller and their respective Affiliates relating to any Excluded Asset or any Excluded Liability(other than the Foreign Subsidiaries); (g) all insurance policies of the Sellers and their Affiliates and all rights to applicable claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closingproceeds thereunder; (h) any Counsel Communicationsprepaid items and deferred items or credits and deposits of the Sellers and their Affiliates, other than any such item included as an asset in the calculation of Working Capital; (i) all Benefit Plans claims, rights and, with respect to Proceedings, causes of action, rights to refunds, rights of recovery, rights of set-off and trusts rights of recoupment, and other rights to any action, suit or claim of any nature available to or being pursued by the Sellers or any of their Affiliates (other assets attributable theretothan the Foreign Subsidiaries), whether arising by way of counterclaim or otherwise, in each case, to the extent such claim or right does not primarily arise out of or relate to a Business Asset or Business Liability; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller the rights which accrue or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible will accrue to the Sellers under the terms of this Agreement), the Transaction Documents or the transfer documentation in respect of the Securities of the Foreign Subsidiaries; (k) all rights to the phone numbers for all employees of the Sellers and or their respective Affiliates under this Agreement who are not Offered Employees and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)main phone number of PHMD; (l) all rights to the assets, properties e-mail addresses of the Sellers and rights specifically set forth on Schedule 2.03(l); andtheir Affiliates; (m) all Leases rights to the Internet website domain names of the Sellers and their Affiliates (except as set forth (i) those Internet website domain names specifically listed on the Intellectual Property disclosure statement, and (ii) any other Internet website domain names that include any of the words “nono,” “cleartouch,” or “kyrobak,” but do not include any of the words “PhotoMedex,” “PHMD,” “Radiancy” or any part thereof or any other names confusingly similar thereto); (n) all rights of the Sellers and their Affiliates to the Avalara, Avalara TAX, Interplx, OptionTrax and ADP software programs; (o) all furniture and furnishings, office equipment and supplies, computers and related equipment and telephones used exclusively by each employee of the Sellers or their Affiliates who is not an Offered Employee including, without limitation, the contents of the offices (other than books and records that otherwise constitute Business Assets) of each of the personnel located at the Willow Grove, PA facility, and the offices of Dolev Rafaeli, T▇▇▇▇▇▇ ▇▇▇▇▇, L▇▇▇▇ Merxulies, G▇▇▇▇ ▇▇▇▇▇▇▇, D▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇ and S▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, located at the Orangeburg, NY facility; (p) the cabinets and equipment located in the Sublease AgreementOrangeburg, NY office which contain the general records and corporate records for Radiancy, Inc. (q) all tax, audit and SOX files; (r) the records in archive storage (other than books and records that otherwise constitute Business Assets); (s) the Permits of the Sellers or their Affiliates not associated with the Transferred Business, including corporate income and franchise tax registrations; sales and use tax registrations; employment withholding, unemployment tax and other employment-related registrations; registrations to do business as filed with the Secretaries of State of various states; registrations with the United States Securities and Exchange Commission and various securities agencies; memberships and registrations with business groups and industry organizations; and registrations related to products and business lines which are not part of the Transferred Business, including FDA-issued 501(k) Clearances related to Radiancy’s professional LHE line of products. (t) the Employee Benefit Plans and the 401(k) Savings Plans of PhotoMedex, Inc., Radiancy, Inc. and PhotoMedex Technology, Inc., and all rights in connection with any assets thereof; (u) all refunds, rebates, credits and similar items relating to Taxes (i) of the Sellers or their Affiliates, or (ii) arising out of, or relating to, the Business or the Transferred Assets to the extent attributable to Pre-Closing Tax Periods (using the methodology of Section 9.3 for the purpose of allocating Straddle Period Taxes); (v) all Tax Returns and Tax records of the Sellers and their Affiliates, other than copies of Tax Returns of the Foreign Subsidiaries that are filed on a separate entity (i.e., standalone) basis; (w) all email and computer servers and the attendant hardware located at the offices of Radiancy, Inc., Radiancy (Israel) Ltd. and Photo Therapeutics Ltd.; save that Purchasers shall be entitled to a copy of records regarding the Transferred Business; (x) all software programs used to conduct the business of the PhotoMedex corporate group, including the Priority financial and accounting system, and the Avalara tax reporting system; (y) all assets directly related to the Radiancy professional products line, including inventory, intellectual property, tooling and records; (z) all accounting and financial records of the corporate group, including those of PhotoMedex, Inc.; Radiancy, Inc.; Radiancy (Israel) Ltd.; and Photo Therapeutics Ltd.; and (aa) all other assets and properties that do not constitute Business Assets.

Excluded Assets. Other Notwithstanding anything contained in this Agreement to the contrary, from and after the Closing, Sellers and their Affiliates (other than the Transferred Assets subject to Section 2.02Entities) shall retain all of their right, Buyer expressly understands title and agrees that it is not purchasing or acquiringinterest in and to, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties there shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubtdirect or indirect sale, notwithstanding anything in Section 2.02conveyance, Excluded Assets shall include (assignment or transfer to Purchaser hereunder, and the Transferred Assets shall excludenot include, any assets, properties and rights used or held for use by Sellers or their Affiliates (other than the Transferred Entities) of the following assets types described below or any other assets, properties and properties rights of Sellers every kind and their respective Subsidiaries:description that do not constitute Transferred Assets (collectively, “Excluded Assets”): (a) all cash assets, properties and cash equivalents (including other investment assets)rights of, bank accounts and securities of Sellers all equity, joint venture or their respective Affiliatessimilar interests in, the FMP Group Companies; (b) other than the Transferred Contractsall cash (including, without limitation, cash overdrafts), cash equivalents and marketable securities (including, without limitation, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeesmoney market accounts and mutual fund accounts); (c) all accounts and notes receivable of each Seller, whether recorded or unrecorded, (i) from divisions or Affiliates of Sellers that are not Transferred Entities or other than parts of the Transferred Intellectual Property, all Business or (ii) that do not arise out of the sale or other Intellectual Property owned disposition of goods or held for use by any Seller or its Affiliates and its and their Third Party licensorsservices of the Business; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books policies and contracts of account insurance maintained by or other records having to do with the corporate organization on behalf of Sellers or their Affiliates (other than the Purchased SubsidiaryTransferred Entities) or on behalf of the Transferred Entities by Sellers or their Affiliates (including in each case any return of charges or premiums under retrospective rating plans), and all employee-related rights thereunder (including the benefit of any deposits or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Lawprepayments), and any other books and records which a Seller is prohibited from disclosing insurance proceeds to the extent covering any portion of any Excluded Assets or transferring to Buyer under applicable Law and is required by applicable Law to retainExcluded Liabilities; (e) all insurance policies rights of Sellers and insurance contracts insuring the Seller Indemnified Parties under this Agreement and the Ancillary Agreements; (f) Sellers’ and their Affiliates’ (for the avoidance of doubt, excluding the Transferred Entities) corporate charters or formation documents, corporate seals, minute and stock record books, Tax records and other corporate records other than those described in Section 1.2(f), and all rights thereunder; (g) all refunds, rebates, abatements, or credits of Retained Taxes, and all Tax Returns of Sellers and the books and records (including working papers) related thereto; (h) all assets, properties and rights used in providing general and administrative services or information technology services to the Business or other services contemplated by the Transferred Assets Transition Services Agreement and which are not dedicated primarily to the Business; (i) any employee data which relates to employees who are not Employees or which Sellers are prohibited by Law or Contract from disclosing or delivering to Purchaser; (j) all rights in or under, and all assets and entitlements related to, all assets associated with Benefit Plans that are arranged not Assumed Benefit Plans to the extent provided by Article 7; (k) all claims, rights, benefits and interests arising under or maintained resulting from any Excluded Asset or Excluded Liability (including all rights to indemnification in respect thereof and all rights in and benefits arising from claims and litigation relating thereto); (l) all real property owned by Sellers or any of their respective Affiliates (other than the Transferred Entities), and all real property leases of Sellers and their Affiliates, including any prepaid insurance premiums and all manufacturing, operating or insurance recoveries thereunder other facilities (including, without limitation, the Green Island Facility, Guangzhou Facility, Condé Facility, the Tennessee Facility (including, for the avoidance of doubt, the landfill and certain contiguous real property used by the Business in the vicinity thereof) and the right to assert claims ▇▇▇▇ Facility) and ownership or leasehold interests (as applicable) with respect to any such insurance recoveriesthereto, whether arising before or after Closingnot used in the Business, in each case other than those set forth on Schedule 1.2(a); (fm) all Excluded Intellectual Property and Sellers’ Marks; (n) except as expressly provided in Section 1.2, all assets, properties and rights of or relating to the Excluded Businesses (including any assets, properties and rights of the Business used primarily in the conduct of the Excluded Businesses); (o) all assets, properties and rights of Friction Materials France; (p) all assets, properties and rights of Financiere other than (i) the Transferred Owned Real Property located in Allonne, France set forth on Schedule 1.2(a) and (ii) goodwill and intangible assets of the Business; (q) all assets, properties and rights of Honeywell (Guangzhou) Friction Materials Co., Ltd.; (r) all Permits which are not legally transferrable; (s) any asset, property or right, or class of assets, properties or rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all excluded from the categories of assets described in clauses 1.2(a)-1.2(l) by virtue of the limitations contained in such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability;descriptions; and (gt) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on described in Schedule 2.03(l1.3(t); and (m) all Leases except as set forth in the Sublease Agreement.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.022.01, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) Seller’s accounts and notes receivable; (b) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective Affiliates; Seller, except for FIFTY UNITED STATES DOLLARS (b$50.00 USD) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeesper cash register in small bills and change; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsContracts that are not Assigned Contracts; (d) all Intellectual Property of Seller (including without limitation the name or brand “The Herbal Cure” or “The Herbal Cure LLC” or any permutation or variant thereof); (e) Seller’s original Business Books and Records; (f) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (Employees, any other excluded books and records not exclusively related to the extent the transfer thereof is permitted by applicable Law), business or purchased assets and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (eg) all insurance policies of Seller and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right all rights to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, applicable claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closingproceeds thereunder; (h) any Counsel Communications; (i) subject to Section 6.04, all Employee Benefit Plans and trusts Matters or other assets attributable thereto; (ji) all Tax assets (including duty and Tax refunds, Tax refunds and prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates Affiliates; (including for this purpose j) all rights to any refunds action, suit or claim of Taxes for which any Seller nature available to or any being pursued by Seller, whether arising by way of its Affiliates is responsible under the terms of this Agreement)counterclaim or otherwise; (k) all the rights of Sellers and their respective Affiliates which accrue or will accrue to Seller under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)Transaction Documents; (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease Agreement.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02The following properties, Buyer expressly understands and agrees that it is not purchasing or acquiringassets, rights, and Sellers and/or their respective Subsidiaries are not selling or assigninginterests of the Asset Seller (collectively, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For ) are expressly excluded from the purchase and sale contemplated hereby and as such are not included in the Purchased Assets: i. all accounts receivable of Asset Seller; and for the avoidance of doubt, notwithstanding anything any Equity Seller; ii. all rights and interests in Section 2.02and to the Asset Seller’s bank accounts and, Excluded Assets shall include for the avoidance of doubt, any Equity Sellers (and any Affiliate of the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries: (a) all cash and cash equivalents (including other investment assetsSellers), bank accounts and securities of Sellers or their respective Affiliates; (b) iii. all real property owned by the Asset Seller other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesFacility Owned Real Property; iv. all rights and interests of the Asset Seller (cor any Affiliate of the Asset Seller) other than the Transferred Intellectual Property, under all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsPlans; (d) v. the corporate Asset Seller’s Organizational Documents and all qualifications to conduct business as a foreign entity, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, organizational documents, minute books, stock bookstransfer books and other documents relating to the organization, Tax Returnsmaintenance and existence of the Asset Seller as an entity, books and any shareholders agreement or similar agreement with respect to the voting or transfer of account any Equity Interests of the Asset Seller; vi. all claims, causes of action, rights of recovery and rights of setoff with respect to the Excluded Assets and the Excluded Liabilities; vii. the Asset Seller’s rights under or pursuant to this Agreement and the Other Agreements; viii. any Equity Interests of the Asset Seller or any other records having to do with the corporate organization of Sellers or their Affiliates Person (other than the Purchased SubsidiaryAcquired Companies), ; ix. any rights to a refund (or credit in lieu thereof) of Seller Taxes; x. all employee-related or employee benefit-related files or records, software and computers other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable LawSoftware as listed and defined in Section 1.2(a)(vi), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; xi. a limited and non-exclusive, non-transferable and non-sublicensable license right for ABC (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to use any Company Intellectual Property as necessary solely and exclusively to perform its (or its Affiliates) obligations under and in accordance with the extent terms and conditions of the AB Contract Brewing Agreement until such breaches occurred prior to time that the Closing;AB Contract Brewing Agreement is no longer effective (the “IP License”). Upon the expiration or earlier termination of the AB Contract Brewing Agreement, the IP License shall automatically terminate without any further action by any Person. xii. all assets of the Asset Seller (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any Affiliate of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (kAsset Seller) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as that are not set forth in the Sublease AgreementSection 1.2(a), including without limitation, Excluded Brands.

Excluded Assets. Other than Notwithstanding anything to the Transferred Assets subject to contrary contained in Section 2.022.1(a), Buyer expressly understands and agrees that it is Purchaser will not purchasing purchase, assume or acquiringotherwise acquire, and Sellers and/or the Seller Entities and their respective Subsidiaries Affiliates will retain all the rights, title and interest in and to, any and all assets of the Seller Entities and their respective Affiliates that are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from included in the Transferred Purchased Assets (collectively, the “Excluded Assets”). For the avoidance , including, by way of doubtexample only, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets assets, properties, rights, Contracts and properties of Sellers and their respective Subsidiariesclaims, wherever located, whether tangible or intangible, real, personal or mixed: (a1) all cash assets, properties, rights, Contracts and cash equivalents (claims, including other investment assets)Loans and extensions of credit in process, bank accounts and securities of Sellers wherever located, whether tangible or their respective Affiliatesintangible, real, personal or mixed, primarily related to the Retained Businesses; (b2) other than the Transferred ContractsReal Property Leases and ATM Real Property Leases, all leases, subleases, licenses or other Contracts pursuant to which the Seller Entities or any Seller of their respective Affiliates leases, subleases or its Affiliates is a party, including all employment agreements of Business Employeeslicenses real property; (c3) other than all Nonperforming Loans, Loans to Retained Employees and Mortgage Loans guaranteed by the Transferred Intellectual Property, all other Intellectual Property owned Veterans’ Administration or held for use by any Seller or its Affiliates and its and their Third Party licensorsthe Federal Housing Administration; (d4) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with Excluded Contracts and the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainOne HSBC Center Lease; (e5) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers assets related to employee benefit arrangements of any Seller Entity or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingEmployee Plans; (f6) all rightsIntellectual Property of the Seller Entities and their respective Affiliates, claims and credits (including all guaranteesright, warrantiestitle and interest in and to all proprietary or licensed software, indemnities systems or programs or computer software agreements of the Seller Entities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded LiabilityAffiliates, including any rights (ownership, licensed or otherwise) to any of the Seller Entity Names and all such rights, claims and credits arising under insurance policies in favor any other Trademarks of Sellers and Seller Entities or their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (, including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreementthose identified on Schedule 2.1(b)(6); (k7) all rights of Sellers books, records and other data that cannot, without unreasonable effort or expense, be separated from books and records maintained by the Seller Entities or their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary AgreementsRetained Businesses or to the extent that such books, records and other data relate to Excluded Assets, Excluded Liabilities or Business Employees or Affiliated Employees who do not become Transferred Business Employees, and all personnel files and records; provided that, to the extent permitted under, and in accordance with, Section 7.1(b), the Seller Entities shall provide Purchaser with access to any such books, records and other data for which the above-referenced separation would cause the Seller Entities to incur unreasonable effort or expense; (l8) all licenses, charters, and legal entities of the Seller Entities or their respective Affiliates; (9) the assets, properties Retained In-Process Loans; (10) the Excluded Credit Card Accounts and rights specifically set forth on Schedule 2.03(l)Receivables; (11) the Restricted Items; and (m12) all Leases except as set forth in the Sublease AgreementLetters of Credit.

Excluded Assets. Other than Notwithstanding anything set forth in this Agreement to the contrary, the Transferred Assets subject to Section 2.02shall not include the following assets (collectively, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets which shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiariesbe retained by Seller or its Affiliates: 2.2.1 Seller’s cash on hand as of the Adjustment Time (a) all other than p▇▇▇▇ cash of the Newspapers included as Adjustment Assets on Schedule 2.5.6 and cash equivalents (including other investment assets), bank accounts and securities of Sellers or their respective Affiliates; (b) other than the Transferred ContractsClosing Cash) and all other cash, checks, drafts or cash equivalents in Seller’s bank, savings or lockbox accounts or otherwise in Seller’s possession, including any and all bonds, surety instruments, insurance policies and all rights and claims thereunder, letters of credit or other similar items, and any cash surrender value in regard thereto, and any stocks, bonds, certificates of deposit and similar investments; 2.2.2 Seller’s and its Affiliates’ prepaid business (including, liability, business interruption and the like), group and other insurance policies, Contracts of insurance, all Contracts coverage, proceeds and recoveries thereunder and all rights in connection therewith, including, without limitation, rights arising from any refunds due with respect to which any Seller or its Affiliates is a party, including all employment agreements of Business Employees; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (insurance premium payments to the extent related to such insurance policies or to the transfer thereof is permitted by applicable Law), cash surrender value thereof; 2.2.3 all rights and claims of Seller and its Affiliates to the extent relating to any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers Excluded Asset, any Retained Liabilities or any obligation of their respective AffiliatesSeller to indemnify Buyer, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies rights in favor of Sellers Seller or its Affiliates in respect of any other Excluded Asset, any Retained Liabilities or any obligation of Seller to indemnify the Buyer; 2.2.4 any books and records that Seller is required by Legal Rules to retain or is otherwise prohibited by Legal Rules from disclosing and any correspondence, memoranda, books of account, Tax reports and Tax Returns and the like related to the Business and all files related to the Business that are located at the headquarters of Seller in Richmond, Virginia (provided, however, that other than such books and records that Seller is prohibited by Legal Rules from disclosing, that are legal files or subject to attorney-client privilege, or that relate to either Excluded Assets or Retained Liabilities, Seller shall provide Buyer with copies of all such books and records, correspondence, memoranda, books of account, Tax records, Tax Returns and the like related to, and material to the operation of, the Business, as well as copies of all files related to, and material to the operation of, the Business, that are located at the headquarters of Seller in Richmond, Virginia), and all documents, books and records relating to the organization, existence and ownership of Seller and its Affiliates, including their respective corporate minute books and other books and records related to internal company matters or headquarters operations, all records concerning financial relationships with Seller’s lenders or Affiliates, and all other records not relating primarily to the Business; 2.2.5 any claims, rights and interest in and to any refund, rebate, abatement, credit or other recovery of Taxes or fees of any nature for periods prior to the Adjustment Time or any choses in action owned by Seller or its Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts refund, rebate, abatement, credit or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds recovery of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)fees; (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease Agreement.

Excluded Assets. Other than Notwithstanding the Transferred Assets subject to Section 2.02foregoing, Buyer expressly understands and agrees that it is not purchasing or acquiringthe following assets, properties, and rights of the Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be specifically excluded from the Transferred definition of Purchased Assets (collectively, such assets, properties, and rights, the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:): (a) all cash Cash and cash equivalents (including other investment assets), bank accounts Cash Equivalents in an amount equal to the sum of the Wind Down Amount and securities of Sellers or their respective Affiliatesthe Professional Fee Escrow Amount; (b) all prepaid professional and other than expenses paid solely in connection with the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesBankruptcy Cases; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors;[Reserved.] (d) any permits that are not transferable pursuant to their terms and in accordance with applicable Laws; (e) any Contracts that are not Assumed Contracts (the “Excluded Contracts”) and any deposits related thereto; (f) any of the following books and records of the Sellers: corporate seals, organizational documents, corporate governance agreements, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization or governance of Sellers or their Affiliates (other than the Purchased Subsidiary)any Seller, all employee-related or employee benefit-related files or records, records (other than personnel files of Transferred Employees (to identified by the extent Purchasers as being included in the transfer thereof is permitted by applicable LawPurchased Assets), and any other books and records which a any Seller is prohibited from disclosing or transferring to Buyer the Purchasers under applicable Law and is required by applicable Law to retain; (eg) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party and all credits, premium refunds, rights to such Contract (other than such Seller applicable claims and its Affiliates) to the extent such breaches occurred prior to the Closingproceeds thereunder; (h) equity securities or other ownership interest of the Sellers and any Counsel Communicationsof the Sellers’ direct or indirect subsidiaries, except for the Purchased Equity Interests; (i) all Benefit Plans any Seller’s claims for and trusts rights to receive Tax refunds with respect to taxable periods (or other assets attributable portions thereof) ending on or prior to the Closing Date, and Tax Returns with respect to taxable periods (or portions thereof) ending on or prior to the Closing Date, and any notes, worksheets, files or documents relating thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)Seller’s bank accounts; (k) all the Sellers’ rights of Sellers and their respective Affiliates under this Agreement and the Agreement, including any agreement, certificate, instrument or other agreements and instruments document executed and delivered between the Sellers and the Purchasers in connection with this Agreement (including the Ancillary Agreements)transactions contemplated hereby, and any other agreement between the Sellers and the Purchasers entered into on or after the date hereof; (l) the any assets, rights or properties and rights specifically set forth on Schedule 2.03(l)to the extent related to, or used or held for use in any other business lines of any Seller that are not the Business; (m) the Post-petition Accrued AP; (n) any adequate assurance deposit under Section 366 of the Bankruptcy Code; and (mo) all Leases except claims, refunds, causes of action and rights of recovery, to the extent not related to the Business, as set forth in a result of resellers allowing fraudulent usage of any product sold or resold by the Sublease AgreementDebtors.

Excluded Assets. Other than Notwithstanding anything to the Transferred contrary herein, the Acquired Assets subject to Section 2.02do not include any of Sellers’ right, Buyer expressly understands title and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from interest in the Transferred Assets following (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:): (a) all any cash and cash equivalents (including other investment assets), bank accounts and securities of Sellers or their respective AffiliatesSellers; (b) the charter, qualifications to conduct business, arrangements with registered agents, taxpayer and other than identification numbers, seals, minute books and other documents relating to the Transferred Contractsorganization, all Contracts to which any maintenance, and existence of each Seller as a corporation or its Affiliates is a partylimited liability company, including all employment agreements of Business Employeesas applicable; (c) other than any Contract relating to the Transferred Intellectual Property, all other Intellectual Property owned issuance of securities or held for use by governance of any Seller or its Affiliates and its and their Third Party licensorsSeller; (d) any Contract not disclosed in Section 4.11 of the corporate sealsDisclosure Schedules if (i) such non-disclosure constitutes a misrepresentation under Section 4.11 and (ii) the assumption of such Contract by any Purchaser would, organizational documentsin such Purchaser’s reasonable determination, minute booksmaterially and adversely affect such Purchaser, stock books, Tax Returns, books of account or other records having unless Purchaser Parent gives written notice to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (Seller Parent that it deems such Contract to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainconstitute an Acquired Contract; (e) all insurance policies Sellers’ books or records relating primarily to internal corporate matters, Tax Returns and insurance contracts insuring associated work papers through the Business Closing Date, and any other Books and Records to the extent not primarily related to the Acquired Assets or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingFinishing Business; (f) all rightsbooks, claims documents, records and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers files prepared in connection with or relating in any of their respective Affiliates way to the extent relating to any Excluded Asset transaction covered by this Agreement or any Excluded Liabilitythe Ancillary Agreement, including bids received from other parties and analyses relating in any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating way to any Excluded Asset or any Excluded Liability;the Finishing Business (g) all claims of reimbursements or refunds owed to any Seller or for Taxes for which any of its Affiliates Seller is responsible under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closingthis Agreement; (h) any Counsel CommunicationsSeller’s rights under any policies of insurance purchased by Sellers, or any benefits, proceeds, or premium refunds payable or paid thereunder or with respect thereto (except as provided in Section 6.1(h)); (i) all assets held with respect to Sellers’ Employee Benefit Plans and trusts or Plans/Schemes (other assets attributable theretothan those Employee Benefit Plans/Schemes listed on Schedule 6.3(a)); (j) all Tax assets (including duty personnel, payroll, benefits, work authorization, and Tax refunds, Tax prepayments, Tax books and other associated necessary records and Tax Returns) of a Seller or related to any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)Hired Employee that Sellers are not legally permitted to transfer to Purchasers; (k) all rights intercompany accounts between any Sellers or between any Seller and any Acquired Subsidiary or any other Affiliate of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreementsany Seller, which accounts are subject to Section 6.1(i); (l) the assetsValence Facility; (m) the operations of ITW Industry Co. Ltd, properties and rights specifically set forth on Schedule 2.03(lcurrently a subsidiary of ▇▇▇▇▇▇▇▇ Industrial Finishing KK (Japan/US); (n) the equity interest (one share of capital stock) in Syspack Industria e Comercio de Sistemas de Embalagens Industriais Ltda. held by DeVilbiss Equipamentos para Pintura Industrial Ltda; (o) all Excluded Domain Names; and (mp) all Leases except as set forth in the Sublease Agreementrights of any Seller under this Agreement and the Ancillary Agreements.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.02and the Membership Interest, Buyer Buyers expressly understands acknowledge and agrees agree that it is they are not purchasing or acquiring, and Sellers and/or their respective Subsidiaries and Sellers Affiliates are not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSellers Affiliates, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (collectively, the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02greater certainty, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective SubsidiariesSellers: (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of any Seller or Sellers or their respective AffiliatesAffiliate (for the avoidance of doubt, the Round Mountain Cotenancy Interest shall not be considered securities for this purpose), except for suspended funds with respect to proceeds of production as provided in Section 7.24; (b) other than (i) loaded carbon shipped off site from the Transferred ContractsBald Mountain Mine, all Contracts (ii) doré, bullion, unrefined gold and refined gold on site or in transit to which any a smelter or refiner or held by a smelter or refiner for the account of a Seller or its Affiliates is a partythe Round Mountain Venture, including all employment agreements of Business Employeesand (iii) any finished inventory or inventory available for sale; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsExcluded Contracts; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)each Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to which constitute part of the extent the transfer thereof is permitted by applicable Law)Books and Records, and any other books Books and records Records which a any Seller is prohibited from disclosing or transferring to Buyer Buyers under applicable Law and is required by applicable Law to retain; (e) all insurance policies of any Seller or Sellers Affiliates and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliatesall rights to applicable claims and proceeds thereunder, including any prepaid insurance premiums or insurance recoveries thereunder except as provided in Sections 2.1(a)(xviii), 2.1(b)(xvii) and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing7.27; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (jg) all Tax assets (including duty and Tax refunds, Tax refunds and prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)Sellers Affiliates; (kh) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)Bald Mountain Exploration Assets; (li) the rights which accrue or will accrue to Sellers under this Agreement; (j) the assets, properties and rights specifically set forth on in Schedule 2.03(l2.2(j); and (mk) all Leases except as set forth assets, properties and rights owned by a Seller in its business other than those Relating to the Sublease AgreementBusinesses.

Excluded Assets. Other Notwithstanding anything to the contrary in this Agreement, Seller shall not sell, transfer, convey, assign or deliver, and Buyer shall not purchase, accept or otherwise acquire, any right, title or interest in any assets, properties, rights or interests of Seller or any of Seller’s Affiliates other than the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Acquired Assets (the “Excluded Assets”). For , which include the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiariesfollowing: (a) all cash and cash equivalents (including other investment assets), bank accounts and securities rights of Sellers Seller arising under this Agreement or their respective Affiliatesthe Ancillary Agreements or from the consummation of the Transactions; (b) all Tax refunds, credits, offsets, rebates, recoveries, credits of Taxes, Tax losses, loss and credit carry-forwards and similar benefits related to the Acquired Assets for a Pre-Closing Tax Period or relating to the other than the Transferred Contracts, Excluded Assets for all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeesperiods; (c) all Tax Returns, as well as other than the Transferred Intellectual PropertyTax data and records, or any Tax Return of Seller or any of its Affiliates relevant in each case to Pre-Closing Tax Periods; (d) all other Intellectual Property accounts receivable and rights of Seller or its Affiliates relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof; (e) cash, cash equivalents, bank accounts, bank deposits and marketable securities on hand and in transit of Seller or any of its Affiliates; (f) Trademarks owned or held for use by any Seller; (g) the corporate books and records of Seller or and its Affiliates and all books and records related to the employees of Seller and its and their Third Party licensorsAffiliates; (dh) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)current and prior insurance policies, and all rights of any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliatesnature with respect thereto, including any prepaid insurance premiums or all insurance recoveries thereunder and the right rights to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (fi) all rights, claims employees and credits (including all guarantees, warranties, indemnities and similar rights) employee benefit plans or programs of Sellers Seller or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liabilityits Affiliates; (gj) all claims information of any Seller or any of its Affiliates under any Contract in respect of breaches by any party that is protected from disclosure pursuant to such Contract (other than such Seller and its Affiliates) the attorney-client privilege, the work product doctrine or another applicable legal privilege to the extent such breaches occurred prior to arising out of the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms negotiation of this AgreementAgreement and the Ancillary Agreements or the consummation of the Transactions (“Prohibited Information”); (k) all rights of Sellers any equity or other interest in Excel Diagnostics and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements);Nuclear Oncology Center; and (l) the assetsall real property owned by Seller or its Affiliates, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth leasehold interests in the Sublease Agreementreal property, which interests are held by Seller or its Affiliates.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties There shall be excluded from the Transferred Acquired Assets to be sold, assigned, transferred, conveyed and delivered to the Buyer or its designee hereunder and, to the extent in existence on the Closing Date, there shall be retained by the Sellers, all assets, properties and rights other than the Acquired Assets (collectively, the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02including, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiarieswithout limitation: (a) all cash and cash equivalents (including All rights of the Sellers under this Agreement or any other investment assets), bank accounts and securities of Sellers or their respective Affiliatesagreement entered into pursuant hereto; (b) other than Any leased assets included within the Transferred Contracts, all Contracts definition of Acquired Assets if the Buyer does not assume the Seller’s lease obligations with respect to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeessuch assets; (c) other than Any cash or cash equivalents and all bank accounts of the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its Sellers and their Third Party licensorsSubsidiaries; (d) the corporate sealsAny capital stock, organizational documents, minute books, stock books, Tax Returns, books of account securities or other records having to do with the corporate organization of Sellers interests held by any Seller in any Subsidiary or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainPerson; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or Any assets of any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingSeller Plan; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) All inventory of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded LiabilitySellers; (g) all claims All rights of any Seller or any of its Affiliates the Sellers under any Contract in respect of breaches by any party to such Contract real property leases (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the ClosingAcquired Leases); (h) All rights of the Sellers in, under, and with respect to the insurance policies, contracts and coverages obtained by any Counsel Communicationsof the Sellers or listing any of them as an insured party, a beneficiary or loss payee; (i) all Benefit Plans All rights of any of the Sellers under any Contractual Obligation (other than Licenses, Acquired Leases, Acquired Permits, Acquired Contracts, and trusts or other assets attributable theretoconfidentiality agreements acquired by the Buyer pursuant to Section 2.1(f) hereof); (j) all Tax assets All corporate seals, minute books, charter documents, corporate stock record books, registers of other securities, copies of original tax and financial records (including duty the originals of which will be delivered to the Buyer as part of the Acquired Assets), and Tax refunds, Tax prepayments, Tax such other books and records and Tax Returns) as pertain only to the organization, existence, share capitalization or debt financing of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement);Sellers; and (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assetsAll losses, properties loss carryforwards and rights specifically set forth on Schedule 2.03(l); and (m) to receive refunds, credits and loss carryforwards with respect to any and all Leases except as set forth in the Sublease AgreementTaxes which constitute Retained Liabilities.

Excluded Assets. Other Notwithstanding anything contained in this Agreement to the contrary, other than the Transferred Assets subject to Section 2.02Acquired Assets, Buyer expressly understands all other rights, properties and agrees that it is not purchasing or acquiringassets of the Sellers, including the following rights, properties and Sellers and/or their respective Subsidiaries are not selling or assigningassets of the Sellers, any other assets or properties of Sellers or their respective Subsidiariesas the same shall exist on the Closing Date (collectively, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For , will not be included in the avoidance of doubtAcquired Assets, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets Sellers shall exclude) retain all their right, title and interest in and to the following assets and properties of Sellers and their respective SubsidiariesExcluded Assets: (a) all cash and cash equivalents (equivalents, including other investment assets)checks, commercial paper, treasury bills, certificates of deposit and marketable securities, any bank accounts and securities lockbox arrangements of Sellers the Sellers, and any accounts receivable that are owed or their respective Affiliatespayable to any Seller or any Affiliate thereof; (b) other than the Transferred Contractsall intercompany accounts receivable that are owed or payable to any Seller or any Affiliate thereof, all Contracts or as to which any Seller or its Affiliates any Affiliate thereof is a party, including all employment agreements of Business Employeesan obligor or is otherwise responsible or liable; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned current and prior director and officer or held for use by any Seller similar fiduciary or its Affiliates errors and its omissions insurance policies and their Third Party licensorsall rights thereunder; (d) all rights with respect to deferred Tax assets or refunds for Taxes; (e) any shares of capital stock or other equity interests of any Seller or any Affiliate thereof (including the corporate sealsshares of capital stock of Savient Pharma Ireland Limited and Savient International Limited) or any securities convertible into, organizational documentsexchangeable or exercisable for shares of capital stock or other equity interests of any Seller or any Affiliate thereof; (f) the company seal, minute books, stock certificates, stock or equity record books, Tax Returnsrecords, work papers and such other books and records as pertain to the organization, qualification to do business, existence or capitalization of any Seller or any Affiliate thereof, books and records that the Sellers are required to retain under applicable Law and books and records that relate primarily to an Excluded Asset or Excluded Liability; provided, that copies of account or other such books and records having shall be made available to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (Purchaser Parties upon reasonable request to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims copies retained by the Sellers of any Seller or any of its Affiliates under any Contract original books and records included in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the ClosingAcquired Assets; (h) any Counsel Communicationsall avoidance actions and similar rights, claims and causes of action, including under Sections 544 through 553, inclusive, of the Bankruptcy Code; (i) all Benefit Plans and trusts rights, claims or other assets attributable theretocauses of action of any Seller arising under this Agreement, the Ancillary Documents or the Confidentiality Agreement or arising under the Parent Confidentiality Agreements (to the extent not assigned to the Purchaser pursuant to Section 5.13(b)); (j) all Tax assets (including duty and Tax refundsrights, Tax prepayments, Tax books and records and Tax Returns) claims or causes of a Seller or any action of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible arising under the terms litigation listed or described on Schedule 1.2(j) (whether or not asserted as of this Agreement)the Closing Date) or the facts and circumstances underlying such litigation; (k) all rights rights, claims or causes of Sellers and their respective Affiliates under this Agreement and action by or in the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)right of any Seller against any current or former director or officer of any Seller; (l) the assetsBenefit Plans, properties all assets of such Benefit Plans and all trust agreements, administrative service contracts, insurance policies and other Contracts related thereto and all rights specifically set forth on Schedule 2.03(l); andof the Sellers with respect to any of the foregoing; (m) all Leases except as set forth receivables, claims or causes of action that relate primarily to any Excluded Asset or Excluded Liability; (n) all real property leases; (o) all equipment, computers, furniture, furnishings, fixtures, office supplies, vehicles, tools and all other tangible personal property not included in the Sublease AgreementAcquired Assets; and (p) all Contracts not included in the Assigned Contracts.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02, Buyer expressly understands Purchaser acknowledges and agrees that that, pursuant to this Agreement or any Ancillary Agreement, it is not purchasing acquiring any rights, titles or acquiringinterests in, to or under any assets, property (of any kind or nature, real or personal, tangible or intangible), rights and Sellers and/or their respective Subsidiaries are not selling or assigninginterests of Seller and its Affiliates other than the Purchased Assets, any other assets or properties of Sellers or their respective Subsidiariesthe Facility Lease and the Contractual Rights, and all such other assets and properties shall be excluded from including the Transferred Assets following (collectively, the “"Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:"): (a) all cash any Cash Equivalents of Seller and cash equivalents (including other investment assets), bank accounts and securities of Sellers or their respective its Affiliates; (b) any losses, loss carryforwards and rights to receive refunds, credits and loss carryforwards or any other than the Transferred Contracts, Tax asset with respect to any and all Contracts to which any Taxes of Seller or any of its Affiliates is a party, including all employment agreements of Business Employeesspecified under Section 2.5(f); (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsExcluded Records; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainExcluded Tangible Assets; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers Seller or any of their respective its Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any guarantees, warranties, indemnities and all such rights, claims and credits arising under insurance policies similar rights in favor of Sellers and their respective Seller or any of its Affiliates relating to any Excluded Asset or (other than any Excluded Liability; (g) all claims of and any amounts received after the Lease Assignment Closing pursuant to the Facility Lease by Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) Purchaser from Landlord related to the extent such breaches occurred period prior to the Lease Assignment Closing; (h) any Counsel Communications; (if) all Benefit Employee Plans and all related Contracts, including the funding arrangements (e.g., accounts, trusts, insurance arrangements and policies, and stop-loss policies) and administrative or other service agreements with third-party providers, trusts or other assets attributable thereto; (jg) all Tax assets (including duty and Tax refundsShared Contracts, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered than Shared Contract Rights allocated to Purchaser in connection accordance with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l)Section 2.11; and (mh) all Leases except as set forth in the Sublease Agreementany Excluded Contracts.

Excluded Assets. Other than In no event shall the Transferred Purchased Assets subject to Section 2.02include any of the following assets, Buyer expressly understands properties and agrees that it is not purchasing rights of Seller or acquiringits Affiliates (collectively, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include ): (and the Transferred Assets shall excludei) the following assets cash, cash equivalents and properties investments of Sellers Seller (except for any normal and their respective Subsidiaries: customary cash deposits made by or to third parties and held by Seller or such third parties related to Products to be sold by Seller after the Effective Time or security deposits made with any lessor of the Leased Real Property (aas hereinafter defined) or any Personal Property Assets); (ii) all cash accounts receivable, trade accounts receivable and cash equivalents notes receivable of Seller and all claims, remedies, and rights relating thereto; (including other investment assets), bank accounts and securities iii) any inventory of Sellers or their respective Affiliates; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employees; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (relating to the extent the transfer thereof Business that is permitted by applicable Law)not Purchased Inventory; (iv) any contracts, and any other books and records which a Seller is prohibited from disclosing agreements or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any leases of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such the Assumed Contracts (“Excluded Contracts”); (v) all federal and state income tax, franchise tax and sales and use tax returns of Seller and its Affiliatesall claims and rights to refunds, credits and deposits relating thereto; (vi) all ownership and other rights with respect to the extent such breaches occurred prior Seller Benefit Plans; (vii) any Licenses, Permits and Registrations that by their terms are not transferable to Purchaser, including those listed on Schedule 1.3(vii) as not being transferable to Purchaser; (viii) the charter documents of Seller, stock records and minute books, tax identification numbers, books of account and other constituent records relating to the Closing; corporate organization of Seller; (hix) any Counsel Communications; the rights that accrue to Seller under this Agreement; (ix) all Benefit Plans insurance policies of Seller and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates rights thereunder; and (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (lxi) the assets, rights and properties and rights specifically of Seller, if any, set forth on Schedule 2.03(l1.3(xi); and (m) all Leases except as set forth in the Sublease Agreement.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.022.01, Buyer expressly understands and agrees that it is not purchasing or acquiringacquii;ing, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties listed below shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) are the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective AffiliatesSeller; (b) all accounts or notes receivable of the businesses of Seller other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesReceivables; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsContracts that are not Assigned Contracts; (d) all Intellectual Property of Seller other than the Intellectual Property Assets; (e) the corporate seals, organizational documents, minute books, stock books, Tax ReturnsReturns and related records and workpapers, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)Buyer Employees, and any other books and records which a Seller is prohibited from disclosing or transferring transfen-ing to Buyer under applicable Law and is required by applicable Law to retain; (ef) all insurance policies of Seller and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right all rights to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, applicable claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liabilityproceeds thereunder; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (h) all rights to any Action of any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise, to the extent primarily relating to any Excluded Asset or any Liability that is not an Assumed Liability; (i) all securities or other Equity Interests of any Person owned or held by Seller; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a documents maintained by Seller in connection with the transactions contemplated by this Agreement or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement);Transaction Documents; and (k) all the rights of Sellers and their respective Affiliates which accrue or will accrue to Seller under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease AgreementTransaction Documents.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries: (a) all cash and cash equivalents (including other investment assets), bank accounts of the Seller Companies and securities of Sellers or their respective Affiliates; (b) all bank accounts and securities of the Sellers and their Affiliates (other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesForeign Subsidiary); (c) all Intellectual Property other than the Transferred Business Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or and other records having to do with the corporate organization organization, maintenance and existence of the Sellers or their Affiliates (other than the Purchased Foreign Subsidiary), all employee-related or related, employee benefit-related or payroll files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)Continuing Employees, and any other books and records which a Seller is the Sellers are prohibited from disclosing or transferring to Buyer Purchaser under applicable Law Legal Requirement and is are required by applicable Law Legal Requirement to retain; (e) all insurance policies and insurance contracts insuring those Business Contracts marked with an asterisk on Section 3.15(a) of the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingDisclosure Letter; (f) all rightsqualifications to conduct business as a foreign corporation, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent arrangements with registered agents relating to any Excluded Asset or any Excluded Liabilityforeign qualifications and taxpayer and other identification numbers, including any and all such rightsin each case, claims and credits arising under insurance policies in favor of Sellers the Seller and their respective Affiliates relating to any Excluded Asset or any Excluded Liability(other than the Foreign Subsidiary); (g) all insurance policies of the Sellers and their Affiliates and all rights to applicable claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closingproceeds thereunder; (h) any Counsel Communicationsprepaid items and deferred items or credits and deposits of the Sellers and their Affiliates, other than any such item included as an asset in the calculation of Working Capital; (i) all Benefit Plans claims, rights and, with respect to Proceedings, causes of action, rights to refunds, rights of recovery, rights of set-off and trusts rights of recoupment, and other rights to any action, suit or claim of any nature available to or being pursued by the Sellers or any of their Affiliates (other assets attributable theretothan the Foreign Subsidiary), whether arising by way of counterclaim or otherwise, in each case, to the extent such claim or right does not primarily arise out of or relate to a Business Asset or Business Liability; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller the rights which accrue or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible will accrue to the Sellers under the terms of this Agreement), the Transaction Documents or the transfer documentation in respect of the Securities in the forms provided by S▇▇▇▇▇▇ Amarchand Mangaldas & Co.; (k) all rights to the phone numbers for all employees of the Sellers and or their respective Affiliates under this Agreement who are not Continuing Employees, the main phone number of PHMD, the 8▇▇-▇▇▇-▇▇▇▇ customer service number and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)2▇▇-▇▇▇-▇▇▇▇ facsimile number; (l) all rights to the assets, properties e-mail addresses of the Sellers and rights specifically set forth on Schedule 2.03(l); andtheir Affiliates; (m) all Leases rights to the Internet website domain names of the Sellers and their Affiliates (except as set forth (i) those Internet website domain names specifically listed on Appendix VI, and (ii) any other Internet website domain names that include any of the words "xtrac," "vtrac," "psoriasis," or "vitiligo," but do not include any of the words "PhotoMedex," "PHMD," or any part thereof or any other names confusingly similar thereto); (n) all rights of the Sellers and their Affiliates to the Avalara, Avalara TAX, Interplx, OptionTrax and ADP software programs; (o) all furniture and furnishings, office equipment and supplies, computers and related equipment and telephones used exclusively by each employee of the Sellers or their Affiliates who is not a Continuing Employee including, without limitation, the contents of the offices (other than books and records that otherwise constitute Business Assets) of each of the personnel located at the Horsham, PA facility listed on Section III of the Disclosure Letter; (p) the color printer located in the Sublease Agreementmarketing area at the Horsham, PA facility; (q) the cabinets and equipment listed on Section III of the Disclosure Letter; (r) all tax, audit and SOX files; (s) all electronic and paper files relating to the Surgical Laser Technology, Ominlux/LHE and Neova product lines and their respective customers and all such files relating to Radiancy, Inc. and its customers, including the filing cabinets containing all such files; (t) the records in archive storage (other than books and records that otherwise constitute Business Assets); (u) the Copyright Clearance Center Annual Copyright License order number C4722, dated May 21, 2015 and effective August, 4, 2015; (v) all Permits of the Sellers or their Affiliates other than the 510(k) Clearances listed in 4(a) through 4(h) on Section 3.8 of the Disclosure Letter; (w) the Employee Benefit Plans and the PHMD 401(k) Savings Plan and all rights in connection with any assets thereof; (x) all refunds, rebates, credits and similar items relating to Taxes (i) of the Sellers or their Affiliates, or (ii) arising out of, or relating to, the Business or the Transferred Assets to the extent attributable to Pre-Closing Tax Periods (using the methodology of Section 9.3 for the purpose of allocating Straddle Period Taxes); (y) all Tax Returns and Tax records of the Sellers and their Affiliates, other than copies of Tax Returns of the Foreign Subsidiary that are filed on a separate entity (i.e., standalone) basis; (z) all Consumer Business Vendor Contracts; and (aa) all other assets and properties that do not constitute Business Assets. .

Excluded Assets. Other than Notwithstanding anything herein to the Transferred Assets subject to Section 2.02contrary, Buyer expressly understands from and agrees that it is not purchasing or acquiringafter the Closing, the Seller Parties shall retain all of their right, title and interest in and to, and Sellers and/or their respective Subsidiaries are the Acquired Assets shall not selling or assigninginclude, any other assets or properties of Sellers or their respective Subsidiaries, and all such other the following assets and properties shall be excluded from the Transferred Assets (collectively, the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:): (ai) all All cash and cash equivalents (including other investment assets)equivalents, checkbooks and canceled checks, bank accounts and securities of Sellers or their respective Affiliatesbank deposits; (bj) other than The limited liability company interests of the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesSubsidiary; (ck) The rights of the Seller Parties under this Agreement and the other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsAncillary Agreements; (dl) All insurance policies of the Seller Parties to the extent covering Excluded Liabilities, and all rights to applicable claims and proceeds thereunder to the extent covering Excluded Liabilities; (m) All Tax Returns and Tax planning methods and techniques of the Seller Parties, all Tax refunds and other Tax assets of the Stockholders and all Tax refunds and other Tax assets relating to the Acquired Assets for a Pre-Closing Tax Period; (n) All contracts, leases, agreements and other arrangements that are not Assumed Contracts; (o) All prepayments, refunds, deposits (other than deposits in bank accounts), over-payments and prepaid expenses to the extent related to any asset that is not an Acquired Asset; (p) Except to the extent related to the Acquired Assets, the Business or the Assumed Liabilities, all rights of the Seller Parties to claims, actions, causes of action, lawsuits, judgments, rights to setoff and demands against third parties for any period prior to the Closing, whether arising by way of counterclaim or otherwise; (q) The corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate or limited liability company organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller Parties, all employee-related or employee benefit-related files or records, records -13- other than personnel files of for the Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)Employees, and any other books and records which a the Seller is Parties are prohibited from disclosing or transferring to Buyer the Purchaser Parties under applicable Law and is are required by applicable Law to retain; (er) The name “MuscleDog”, together with all insurance policies variations thereof and insurance contracts insuring the Business all trademarks, service marks, domain names, trade names, trade dress, corporate names and other identifiers of source containing, incorporating or the Transferred Assets that are arranged or maintained by Sellers or associated with any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closingforegoing; (fs) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates All assets relating to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts any other employee benefit plan, program, arrangement or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l)agreement; and (mt) all Leases except as set forth in The assets of the Sublease AgreementSeller Parties listed on Section 2.02(l) of the Disclosure Schedule.

Excluded Assets. Other than Notwithstanding anything to the Transferred Assets subject to contrary contained in Section 2.022.1(a), Buyer expressly understands and agrees that it is Purchaser will not purchasing purchase, assume or acquiringotherwise acquire, and Sellers and/or their respective Subsidiaries Seller and its Affiliates will retain all the rights, title and interest in and to, any and all assets of Seller and its Affiliates that are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from expressly included in the Transferred Purchased Assets (collectively, the “Excluded Assets”). For the avoidance , including, by way of doubtexample only, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets assets, properties, rights, Contracts and properties of Sellers and their respective Subsidiariesclaims, wherever located, whether tangible or intangible, real, personal or mixed: (a1) all cash assets, properties, rights, Contracts and cash equivalents (claims, including other investment assets)Loans and extensions of credit in process, bank accounts and securities of Sellers wherever located, whether tangible or their respective Affiliatesintangible, real, personal or mixed, primarily related to the Retained Business; (b2) other than the Transferred ContractsReal Property Leases and ATM Real Property Leases, all leases, subleases, licenses or other Contracts pursuant to which any Seller or its Affiliates is a party, including all employment agreements of Business Employees; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closingleases, subleases or licenses real property; (h3) any Counsel Communicationsall Nonperforming Loans and Loans to Retained Employees; (i4) all Benefit Plans and trusts or other assets attributable theretothe Excluded Contracts; (j5) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) related to employee benefit arrangements of a Seller or any of its Affiliates Affiliates, including the Employee Plans; (6) all Intellectual Property of Seller and its Affiliates, including for this purpose all right, title and interest in and to all proprietary or licensed software, systems or programs or computer software agreements of Seller and its Affiliates, including any refunds rights (ownership, licensed or otherwise) to any of Taxes for which Seller Names and any other Trademarks or logos of Seller or any of its Affiliates is responsible under the terms of this AgreementAffiliates, including those identified on Schedule 2.1(b)(6); (k7) all rights of Sellers books, records and their respective other data that cannot, without unreasonable effort or expense, be separated from books and records maintained by Seller or its Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary AgreementsRetained Businesses or to the extent that such books, records and other data relate to Excluded Assets, Excluded Liabilities or Banking Center Employees who do not become Transferred Banking Center Employees, and all personnel files and records; provided that, to the extent permitted under, and in accordance with, Section 7.1(b), Seller shall provide Purchaser with access to any such books, records and other data for which the above-referenced separation would cause Seller to incur unreasonable effort or expense; (l) the assets8) all licenses, properties charters, and rights specifically set forth on Schedule 2.03(l)legal entities of Seller or its Affiliates; and (m9) all Leases except as set forth in the Sublease Agreementassets listed on and operations described on Schedule 2.1(b)(9) (collectively, the “Additional Excluded Assets”).

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.022.01, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) include, but are not limited to, the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective AffiliatesSeller; (b) other than the Transferred Contracts, all Contracts to which any Seller accounts or its Affiliates is a partynotes receivable, including all employment agreements those of Business Employeesthe Business; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsContracts that are not Assigned Contracts; (d) all Intellectual Property other than (i) the Intellectual Property Assets as set forth in Section 2.01(g) and Seller’s rights under the Used Intellectual Property, except to the extent that such Used Intellectual Property is otherwise considered an Excluded Asset under Section 2.03(c) and 2.03(n), and (ii) any Intellectual Property Registrations that are for any reason omitted from Section 4.07(a) of the Disclosure Schedules; (e) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)Seller, and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (ef) all insurance policies of Seller and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right all rights to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, applicable claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liabilityproceeds thereunder; (g) all claims Tax assets (including duty and Tax refunds and prepayments) of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) all rights to any Counsel Communicationsaction, suit or claim of any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise, but in any event only to the extent related to Seller’s ownership or operation of the Business and the Purchased Assets prior to the Closing Date; (i) all rights under warranties, indemnities and all similar rights against third parties to the extent related to Seller’s ownership or operation of the Business and the Purchased Assets prior to the Closing Date; (j) all other assets, properties and rights used by Seller exclusively in its businesses other than the Business; (k) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds; NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, Tax prepaymentsAND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements);UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. (l) the assetsrights which accrue or will accrue to Seller under the Transaction Documents; (m) the Mixed Contracts; (n) the trade name, properties including corporate or fictitious names, whether registered as a trademark or subject to common law trademark rights, of Seller and rights specifically set forth on Schedule 2.03(l)any of its Affiliates, including the names RTI Surgical, RTI, RTI Donor Services, Pioneer Surgical Technologies, Pioneer Surgical, Pioneer, Tutogen Medical, or Tutogen; (o) the assets listed in Section 2.03(o) of the Disclosure Schedules; and (mp) all Leases except as set forth raw materials, work in the Sublease Agreementprocess, and ordinary and customary shop floor instrumentation, gauges, tools, supplies, equipment, and machinery.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, Notwithstanding any other provision of this Agreement, the Seller shall retain and shall not transfer to Purchaser the following assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from the Transferred Assets Seller (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:): (ai) all cash and cash equivalents Rights to real property, including any rights to any lease of real property (including other investment assetsthan those rights related to the Leasehold Interest), bank accounts and securities of Sellers or their respective Affiliates; (bii) other than the Transferred Contracts, Fringe Benefit Plans and all Contracts assets and rights relating to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeessuch Fringe Benefit Plans; (ciii) other than Proceeds of any federal, state, local or foreign tax refund relating to any period ending on or prior to the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsClosing Date; (div) the The Seller’s corporate sealscharter and its qualifications to do business in any jurisdiction, organizational documentstemporary identification numbers, stock certificates, stock transfer ledger, corporate minute books, stock bookstax returns and records, Tax Returns, books of account or other and similar records having to do with Seller’s organization or stock capitalization and all other corporate documents related to the corporate organization formation or governance of Sellers or their Affiliates the Seller’s corporation, but not the operation of its business; Asset Purchase Agreement – Protexure Insurance Agency, Inc. (other than the Purchased SubsidiaryA Delaware Corporation), all employeeet al. (v) Any documents, records or communications to which the attorney-related client privilege or employee benefit-related files or records, any other than personnel files of Transferred Employees (privilege accruing to the extent the transfer thereof is permitted by applicable Law)benefit of Seller does or would apply, and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer Purchaser under applicable Law and law or confidentiality obligations or is required by applicable Law law or confidentiality obligations to retain; provided, however, that the Seller shall not withhold any document, record, or communication, the withholding of which would negatively impact the ability of the Purchaser to operate its insurance brokerage / insurance underwriting business that is dependent upon the Transferred Assets; (evi) all insurance policies and insurance contracts insuring Any work papers or materials in the Business or the Transferred Assets that are arranged or maintained by Sellers or any possession of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under equity owners, officers, directors, employees, agents or attorneys relating to the evaluation and consideration by Seller of the transactions contemplated by this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement Transaction Documents; including, without limitation, the items on Schedule 1.2. (including the Ancillary Agreementsa) (vi); (lvii) All claims, rights, causes of action, and choses in action against any person or entity regardless of when asserted based upon events, acts, claims, or circumstances arising with respect to the assetsbusiness of the Seller prior to the Closing Date; (viii) All of Seller’s cash and cash equivalents, properties including bank deposits and any cash and cash equivalents included in any operating or premium trust account (and all of Seller’s bank accounts and premium trust accounts themselves); (ix) All accounts receivable of Seller, subject to Section 1.2. (b) of this Agreement (“Allocation of Policy Revenues & Responsibilities”); (x) The rights specifically set forth on that accrue or will accrue to Seller under the Transaction Documents; (xi) The personal effects listed in Schedule 2.03(l)1.2. (a) (xi) hereto; and, (mxii) all Leases except as set forth in All rights, claims, properties, licenses, permits, privileges, and demands relating to any of the Sublease AgreementExcluded Assets.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other the following assets and properties of Seller and its Affiliates (the “Excluded Assets”) shall be retained by Seller and its Affiliates (other than the Company), and shall be excluded from the Transferred Assets (if held by Seller or an Affiliate of Seller that is not the “Excluded Assets”Company) or, to the extent an asset of the Company, shall be transferred out of the Company prior to the Closing, notwithstanding any other provision of this Agreement: (i) the Corporate Shared Services; (ii) (A) all cash on hand or held by any bank or other third Person (other than any Closing Cash reflected on the Final Closing Statement) and other amounts excluded from Current Assets in the Accounting Principles, and (B) all rights to any bank accounts other than any Transferred Bank Accounts; (iii) all of Seller’s and its Affiliates’ (other than the Company) right, title and interest in any real property that is not Seller Business Real Property, including any Seller Retained Real Property, and to the extent applicable, all such right, title and interest under any related lease, and all improvements, fixtures and appurtenances thereto and rights in respect thereof; (iv) Tax assets (including any rights to any Tax refunds or credits) and all Tax Returns (other than Tax Returns of the Company, excluding any Combined Tax Returns). For ; (v) any Employee Benefit Plans and Contracts (including any retirement plan (qualified or non-qualified) and other post-employment benefits, including retiree medical plans, programs, arrangements and agreements and employment Contracts with Transferred Employees) sponsored or maintained by Seller or its Affiliates (other than any Company Benefit Plans or Employee Benefit Plans which are sponsored or maintained by the Company exclusively for its employees, former employees or other current or former service providers) and any trusts and other assets related thereto; provided, however, that, for the avoidance of doubt, notwithstanding anything in Section 2.02Seller and its Affiliates shall retain all assets with respect to the UPS Pension Plan, Excluded Assets shall include (the UPS Retirement Plan and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries: (a) all cash and cash equivalents (including other investment assets), bank accounts and securities of Sellers or their respective AffiliatesUPS Retired Employees Health Care Plan; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employees; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (evi) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained Insurance Policies held by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the ClosingCompany; (h) any Counsel Communications; (ivii) all Benefit Plans Actions (including counterclaims) and trusts defenses against third parties relating to any of the Excluded Assets or other assets attributable the Excluded Liabilities as well as any books, records and privileged information relating thereto; (jviii) all Tax assets Intellectual Property of Seller or any of its Affiliates that is not used exclusively in the Business, including the Seller Registered Intellectual Property; (including duty ix) any interest of Seller or any Affiliate of Seller (other than the Company) under this Agreement or in any document, certificate or instrument delivered pursuant to or in connection with this Agreement; (x) any personnel and Tax refundsemployment records for employees and former employees of Seller or any Affiliate of Seller (other than the Company); (xi) any other assets, Tax prepaymentsproperties, Tax books rights, Contracts and records and Tax Returns) claims of a Seller or any of its Affiliates (other than the Company) that are not primarily related to the Business, wherever located, whether tangible or intangible, real, personal or mixed; (xii) except to the extent accruing following the Closing pursuant to agreements that remain outstanding pursuant to Section 5.11, any intercompany accounts receivable (including for this purpose any refunds of Taxes for which any trade accounts receivable) or other loan, Contract or advance by Seller or any of its Affiliates is responsible under to the terms of this Agreement)Company; (kxiii) (A) all rights corporate minute books (and other similar corporate records) and stock records of Sellers Seller (but not of the Company and their respective Affiliates under this Agreement all of its predecessors), (B) any books and records relating to the Excluded Assets and Excluded Liabilities, and (C) any books, records or other materials that Seller (1) is required by Law to retain, (2) reasonably believes are necessary to enable Seller to prepare and/or file Tax Returns (copies of which will be made available to Buyer upon Buyer’s reasonable request, to the extent related to the Company) or (3) is prohibited by Law from delivering to Buyer, provided that unless prohibited by Law, Seller will afford Buyer and the Company access to and copies of any such books, records, and other agreements and instruments executed and delivered in connection with this Agreement (including materials retained by Seller to the Ancillary Agreements)extent reasonably requested by Buyer or the Company for a proper purpose; (lxiv) any Equity Interests of any Person other than the Shares; (xv) the assets, properties and rights specifically real property set forth on Schedule 2.03(l2.2(b)(xv); and (mxvi) all Leases except as assets set forth on Schedule 2.2(b)(xvi). Notwithstanding anything to the contrary set forth in this Agreement or in any document, certificate or instrument delivered pursuant to or in connection with this Agreement, Buyer acknowledges and agrees that all of the Sublease following shall remain the property of Seller and its Affiliates, and neither Buyer nor any of its Affiliates (including, after the Closing, the Company) shall have any interest therein: (w) all records and reports prepared or received by Seller or any of its Affiliates in connection with the sale of the Business and the transactions contemplated by this Agreement, including all analyses relating to the Business or Buyer so prepared or received; (x) all confidentiality Contracts with prospective purchasers of the Business or any portion thereof; (y) all bids and expressions of interest received from prospective purchasers of the Business or any portion thereof with respect thereto; and (z) all privileged materials, documents and records in the possession of any of Seller or any of its Affiliates to the extent such materials, documents and records are (A) not exclusively related to the Business or (B) related to any Excluded Asset or Excluded Liability; provided, that the materials, documents and records in clause (z) shall be made available to Buyer, the Company or any post-Closing Affiliate of either (subject to entering into a confidentiality agreement and/or a joint defense agreement if so requested by Seller) if any such Person becomes subject to any Action and such materials, documents or records are necessary for Buyer, the Company or such Affiliate (as applicable) to defend such Action. Buyer further acknowledges and agrees that, with respect to any Action between Seller or one of its Affiliates on the one hand, and Buyer or the Company (following the Closing) on the other hand, only Seller or its applicable Affiliates may waive any evidentiary privilege that may attach to a pre-Closing communication that is determined by a court of competent jurisdiction to be subject to attorney-client privilege, and neither Buyer nor the Company (following the Closing), nor any of their Affiliates, shall have the right to compel disclosure of such privileged information.

Excluded Assets. Other than the Transferred The Purchased Assets subject to Section 2.02, Buyer expressly understands and agrees that it is will not purchasing or acquiringinclude, and Sellers and/or their respective and the Related Subsidiaries will retain, the following properties, assets, title, interests and rights of any kind, whether tangible or intangible, real or personal, of any Seller and any of the Related Subsidiaries: (x) all assets, properties or rights of any Seller or any of the Related Subsidiaries which are not selling used in, not necessary for, or assigning, any other assets or properties of Sellers or their respective Subsidiariesnot primarily related to the Business, and all such other assets and (y) those assets, properties shall be excluded from the Transferred Assets or rights, described below in this Section 1.2 (collectively, the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:): (a) all cash and cash equivalents (including other investment assets)Cash, bank and other depositary accounts of any Seller or any of the Related Subsidiaries wherever located, including bank balances and securities bank accounts, monies in possession of Sellers any banks, savings and loans or their respective Affiliatestrust companies and similar cash items on hand, and all accounts receivable of any Seller or any of the Related Subsidiaries relating to the Business that have accrued or relate to periods prior to the Closing other than to the extent included in Closing Working Capital; (b) other than the Transferred Contracts, all Contracts to which Tax Returns of any Seller or its Affiliates is a party, including all employment agreements any of the Related Subsidiaries (other than those relating solely to the Business Employeesor the Purchased Assets) that the Sellers are required by Applicable Law to retain in their possession or that relate to Income Taxes; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documentsOrganizational Documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates any of the Related Subsidiaries; (other than the Purchased Subsidiary), d) all employee-related or employee benefit-related files or records, other than personnel files assets of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), all Seller Benefit Plans and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainassets attributable thereto; (e) all insurance policies personnel, employee compensation, medical and insurance contracts insuring benefits and labor relations records relating to the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder Employees and the right to assert claims with respect to Employees of Sellers and the Related Subsidiaries; provided, however, that copies of any such insurance recoveriesrecords relating to the Business Employees, whether arising before individually or after Closingin the aggregate, will be delivered to Purchaser at Closing unless disclosure of such records would be prohibited by applicable privacy or Data Protection Laws without the individual’s consent; (f) all rightsany right, claims and credits (including all guarantees, warranties, indemnities and similar rights) title or interest in any form of equity or ownership in Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded LiabilityRelated Subsidiaries; (g) any and all claims insurance policies of any Seller or and any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the ClosingRelated Subsidiary; (h) any Counsel Communicationsthe rights which accrue or will accrue to Sellers under this Agreement and the Transaction Documents; (i) all Benefit Plans right, title, and trusts interest in and to (i) the Seller Marks and (ii) all Intellectual Property Rights other than the Transferred Seller IP; together with the right to enforce all Intellectual Property Rights other than the Transferred Seller IP and the right to ▇▇▇ (and seek and retain damages) for infringement, misappropriation or other assets attributable theretoviolation of such Intellectual Property Rights); (j) all Tax the properties, assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under rights in existence on the terms of this AgreementClosing Date that are listed on Schedule 1.2(j); (k) all any refunds, claims for refunds or rights of Sellers and their respective Affiliates under this Agreement and the to receive refunds from any Taxing Authority or other agreements and instruments executed and delivered in connection Governmental Entity or any loss carry forwards with this Agreement (including the Ancillary Agreements)respect to Excluded Taxes; (l) the all assets, properties or rights of the Company which will be transferred to Purchaser by virtue of the transfer of the Membership Interests, subject to the terms and rights specifically conditions set forth on Schedule 2.03(l); andin this Agreement; (m) all Leases except rights, privileges and claims under any Contract (other than an Assumed Contract) of any Seller or any Related Subsidiary, regardless of when arising; (i) all attorney-client privilege and attorney work-product protection of Sellers or associated with the Business as set forth a result of legal counsel representing Sellers or the Business in connection with the Sublease AgreementTransactions contemplated by this Agreement or any of the Transaction Documents, (ii) all documents subject to the attorney-client privilege or work-product protection described in clause (i) of this paragraph, and (iii) all documents maintained by any Seller and any Related Subsidiary in connection with the Transactions contemplated by this Agreement or any of the Transaction Documents; (o) all leases of real property; (p) all furniture, fixtures, furnishings, equipment and other tangible personal property owned or leased by any Seller or any Related Subsidiary, to the extent not primarily related to the Business; and (q) all rights, privileges and claims under the arrangements, understandings and Contracts listed on Schedule 1.2(q) (collectively, the “Shared Contracts”).

Excluded Assets. Other than All of the Transferred Assets subject property and the assets of Seller of any type whatsoever that are not utilized in, related to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiringarising from the Business, and Sellers and/or their respective Subsidiaries that are not selling or assigningincluded as an “Asset” herein, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be are excluded from the Transferred Assets sale to Buyer (the “Excluded Assets”). For , including, without limitation, the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiariesfollowing: (a) all cash Cash and cash equivalents (including other investment assets), bank accounts and securities of Sellers or their respective Affiliates;equivalents. (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employees;All securities owned by Seller. (c) other than All rights of Seller under any claims, deposits, refunds, causes of action, choses in action, rights of recovery, rights of set off and rights of recoupment (including any such items relating to the Transferred Intellectual Propertypayment of taxes, all other Intellectual Property owned the Assets or held for use by any Seller or its Affiliates and its and their Third Party licensors;the Accounts Receivable). (d) Accounts, notes or other receivables due to Seller, whether or not arising from or related to the operation of the Business on, prior to or after the Closing Date. (e) Seller’s rights under contracts, indentures, guarantees, leases, commitments and other agreements that are not Assumed Contracts (the “Excluded Contracts”). (f) Seller’s rights under any policies of insurance purchased by Seller, or any benefits payable or paid thereunder. (g) All interests of Seller in any copyrights, patents, trademarks, trade names and logos, whether or not utilized in, related to or arising from the Business, together with pending applications for any of the foregoing, and all interests of Seller in any trade secrets, inventions, know how, confidential information and other intellectual property except such items that are identified as “Assets” hereunder. (h) The corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, general ledgers, tax returns, seals, organizational documents, minute books, stock books, Tax Returns, transfer books and similar documents of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (Seller relating to the extent the transfer thereof is permitted by applicable Law)organization, maintenance and any other books and records which existence of Seller as a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications;corporation. (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) Any of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates Seller under this Agreement or any other agreement between Seller and Buyer entered into on or after the other agreements and instruments executed and delivered in connection with date of this Agreement (including in accordance with the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease Agreementterms hereof.

Excluded Assets. Other Notwithstanding anything contained in this Agreement to the contrary, from and after the Closing, Sellers and their Affiliates (other than the Transferred Assets subject to Section 2.02Entities) shall retain all of their right, Buyer expressly understands title and agrees that it is not purchasing or acquiringinterest in and to, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties there shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubtdirect or indirect sale, notwithstanding anything in Section 2.02conveyance, Excluded Assets shall include (assignment or transfer to Purchaser hereunder, and the Transferred Assets shall excludenot include, any assets, properties and rights used or held for use by Sellers or their Affiliates (other than the Transferred Entities) of the following assets types described below or any other assets, properties and properties rights of Sellers every kind and their respective Subsidiaries:description that do not constitute Transferred Assets (collectively, “Excluded Assets”): (a) all cash assets, properties and cash equivalents (including other investment assets)rights of, bank accounts and securities of Sellers all equity, joint venture or their respective Affiliatessimilar interests in, the FMP Group Companies; (b) other than the Transferred Contractsall cash (including, without limitation, cash overdrafts), cash equivalents and marketable securities (including, without limitation, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeesmoney market accounts and mutual fund accounts); (c) all accounts and notes receivable of each Seller, whether recorded or unrecorded, (i) from divisions or Affiliates of Sellers that are not Transferred Entities or other than parts of the Transferred Intellectual Property, all Business or (ii) that do not arise out of the sale or other Intellectual Property owned disposition of goods or held for use by any Seller or its Affiliates and its and their Third Party licensorsservices of the Business; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books policies and contracts of account insurance maintained by or other records having to do with the corporate organization on behalf of Sellers or their Affiliates (other than the Purchased SubsidiaryTransferred Entities) or on behalf of the Transferred Entities by Sellers or their Affiliates (including in each case any return of charges or premiums under retrospective rating plans), and all employee-related rights thereunder (including the benefit of any deposits or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Lawprepayments), and any other books and records which a Seller is prohibited from disclosing insurance proceeds to the extent covering any portion of any Excluded Assets or transferring to Buyer under applicable Law and is required by applicable Law to retainExcluded Liabilities; (e) all insurance policies rights of Sellers and insurance contracts insuring the Seller Indemnified Parties under this Agreement and the Ancillary Agreements; (f) Sellers’ and their Affiliates’ (for the avoidance of doubt, excluding the Transferred Entities) corporate charters or formation documents, corporate seals, minute and stock record books, Tax records and other corporate records other than those described in Section 1.2(f), and all rights thereunder; (g) all refunds, rebates, abatements, or credits of Retained Taxes, and all Tax Returns of Sellers and the books and records (including working papers) related thereto; (h) all assets, properties and rights used in providing general and administrative services or information technology services to the Business or other services contemplated by the Transferred Assets Transition Services Agreement and which are not dedicated primarily to the Business; (i) any employee data which relates to employees who are not Employees or which Sellers are prohibited by Law or Contract from disclosing or delivering to Purchaser; (j) all rights in or under, and all assets and entitlements related to, all assets associated with Benefit Plans that are arranged not Assumed Benefit Plans to the extent provided by Article 7; (k) all claims, rights, benefits and interests arising under or maintained resulting from any Excluded Asset or Excluded Liability (including all rights to indemnification in respect thereof and all rights in and benefits arising from claims and litigation relating thereto); (l) all real property owned by Sellers or any of their respective Affiliates (other than the Transferred Entities), and all real property leases of Sellers and their Affiliates, including any prepaid insurance premiums and all manufacturing, operating or insurance recoveries thereunder other facilities (including, without limitation, the Green Island Facility, Guangzhou Facility, Condé Facility, the Tennessee Facility (including, for the avoidance of doubt, the landfill and certain contiguous real property used by the Business in the vicinity thereof) and the right to assert claims ▇▇▇▇ Facility) and ownership or leasehold interests (as applicable) with respect to any such insurance recoveriesthereto, whether arising before or after Closingnot used in the Business, in each case other than those set forth on Schedule 1.2(a); (fm) all Excluded Intellectual Property and Sellers’ Marks; (n) except as expressly provided in Section 1.2, all assets, properties and rights of or relating to the Excluded Businesses (including any assets, properties and rights of the Business used primarily in the conduct of the Excluded Businesses); (o) all assets, properties and rights of Friction Materials France; (p) all assets, properties and rights of Financiere other than (i) the Transferred Owned Real Property located in Allonne, France set forth on Schedule 1.2(a) and (ii) goodwill and intangible assets of the Business; (q) all assets, properties and rights of Honeywell (Guangzhou) Friction Materials Co., Ltd.; (r) all Permits which are not legally transferrable; (s) any asset, property or right, or class of assets, properties or rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all excluded from the categories of assets described in clauses 1.2(a)-1.2(l) by virtue of the limitations contained in such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liabilitydescriptions; (gt) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l)of Friction Materials LLC and any other assets, properties and rights owned, used or held for use by Sellers or any of their Affiliates in connection with the conduct of the US Business (including, without limitation, in connection with the conduct of the Business at the Green Island Facility, the Tennessee Facility and the ▇▇▇▇ Facility) or the business of the FMP Group Companies; and (mu) all Leases except as set forth in the Sublease AgreementUS Bendix Inventory.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.022.01, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties listed below shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) are the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) to the extent not included in Current Assets, all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective AffiliatesSeller; (b) all accounts or notes receivable of the businesses of Seller other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesReceivables; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsContracts that are not Assigned Contracts; (d) all Intellectual Property of Seller other than the Intellectual Property Assets; (e) the corporate seals, organizational documents, minute books, stock books, Tax ReturnsReturns and related records and workpapers, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)Buyer Employees, and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (ef) all insurance policies of Seller and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right all rights to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, applicable claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liabilityproceeds thereunder; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (h) all rights to any Action of any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise, to the extent primarily relating to any Excluded Asset or any Liability that is not an Assumed Liability; (i) all securities or other Equity Interests of any Person owned or held by Seller; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a documents maintained by Seller in connection with the transactions contemplated by this Agreement or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement);Transaction Documents; and (k) all the rights of Sellers and their respective Affiliates which accrue or will accrue to Seller under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease AgreementTransaction Documents.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.021.01, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties shall be excluded from the Transferred Purchased Assets and retained by Seller (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) include, without limitation, the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective AffiliatesSeller; (b) other than all accounts or notes receivable of the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesBusiness; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsContracts that are not Assigned Contracts; (d) all Intellectual Property not listed in Section 1.01 (c) above; (e) all Owned Real Property and Leased Real Property; (f) the corporate seals, organizational documents, minute books, stock books, Tax ReturnsReturns and any related records, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law)transferred employees, and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies and insurance contracts insuring retain or which are not exclusive to the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded LiabilityPurchased Assets; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller bank accounts and its Affiliates) to the extent such breaches occurred prior to the Closinglockboxes; (h) any Counsel Communicationsall Permits, including Environmental Permits, related to the Business which are not transferable, and all rights and incidents of interest therein; (i) all insurance policies of Seller and all rights to applicable claims and proceeds thereunder; (j) all Benefit Plans and trusts or other assets attributable thereto; (jk) all Tax assets (including duty and Tax refunds, Tax refunds and prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)Affiliates; (l) the assetsall rights to any action, properties and rights specifically set forth on Schedule 2.03(l)suit or claim of any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise; and (m) all Leases except as set forth assets, properties and rights used by Seller in its businesses other than the Sublease AgreementBusiness.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.021.1, Buyer ▇▇▇▇▇ expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers or their respective SubsidiariesSeller, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (collectively, the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) include, without limitation, the following assets and properties of Sellers and their respective SubsidiariesSeller: (a) all cash and cash equivalents Contracts that are not Assigned Contracts (including other investment assetsthe “Excluded Contracts”), bank accounts and securities of Sellers or their respective Affiliates; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employees; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary)Seller, all employee-related or employee benefit-benefit related files or records, other than personnel files of Transferred Employees (Transferable Employees, books and records not exclusively related to the extent the transfer thereof is permitted by applicable Law)Business or Purchased Assets, and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (hc) any Counsel Communications; (i) all Benefit Plans benefit plans and trusts or other assets attributable thereto; (jd) all Tax assets (including duty cash and Tax refundscash equivalents, Tax prepayments, Tax books bank accounts and records and Tax Returns) securities of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)Seller; (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (le) the assets, properties and rights specifically set forth on Schedule 2.03(l)Section 1.2(e) of the Disclosure Schedules; (f) all Intellectual Property other than the Intellectual Property Assets; (g) all insurance policies of Seller and all rights to applicable claims and proceeds thereunder; (h) all tax assets (including duty and Tax refunds and prepayments) of Seller or any of its affiliates; (i) all rights to any action, suit or claim of any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise, other than those primarily related to a Purchased Asset or Assumed Liability; (j) all assets, properties and rights used by Seller in its business other than those exclusively used in the Business; and (mk) all Leases except as set forth in the Sublease rights which accrue or will accrue to Seller under this Agreement, the Assignment and Assumption Agreement, the Intellectual Property Assignment Agreement, the Domain Name Assignment Agreement and the other agreements, instruments and documents required to be delivered at the Closing (“Ancillary Documents”).

Excluded Assets. Other than Notwithstanding anything herein contained to the Transferred Assets subject to Section 2.02contrary, Buyer expressly understands from and agrees that it is not purchasing or acquiringafter the Closing, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other the following assets and properties of the Asset Sellers (collectively, the “Excluded Assets”) shall remain the exclusive property of the Asset Sellers and shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:Assets:‌ (a) all cash and cash equivalents Contracts set forth on Section 2.4(a) of the Sellers’ Disclosure Schedule (including other investment assets), bank accounts and securities of Sellers or their respective Affiliates;the “Excluded Contracts”);‌ (b) accounts receivable to the extent arising exclusively out of any Excluded Asset (including any Excluded Contract) or any intercompany accounts receivable due and owing from any Affiliate of any Asset Seller (other than the any Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesEntity); (c) all Claims that the Sellers may have against any Person (other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates Buyer and its and their Third Party licensorsAffiliates) with respect to any Excluded Assets; (d) all rights under or pursuant to all warranties, representations and guarantees under any Excluded Contract, including those made by suppliers, manufacturers and contractors or any other third party to and for the corporate sealsbenefit of the Asset Sellers, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (but in each case solely to the extent the transfer thereof underlying equipment, component product or other asset provided under that Excluded Contract is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainalso an Excluded Asset; (e) all insurance policies and insurance contracts insuring the Business rights under non-disclosure or the Transferred Assets confidentiality, non-compete or non- solicitation agreements that are arranged or maintained by Sellers or any listed on Section 2.4(e) of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingSellers’ Disclosure Schedule; (f) all rightsrights of any nature with respect to any insurance policy, including any recoveries thereunder any rights to assert claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or seeking any of their respective Affiliates such recoveries to the extent relating to any such policy is an Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded LiabilityAsset; (g) all claims rights of any Seller or any of its Affiliates the Sellers under any Contract in respect of breaches by any party to such Contract (other than such Seller this Agreement and its Affiliates) the agreements and instruments delivered to the extent such breaches occurred prior Sellers by Buyer pursuant to the Closingthis Agreement; (h) any Counsel Communicationssubject to Section 6.3, the company seal, minute books, charter documents, stock or equity record books and such other books and records solely as pertain to the organization, existence or capitalization of the Sellers; (i) all Benefit Plans the Sellers’ directors and trusts or other assets attributable theretoofficers liability insurance policies, if any; (j) all Tax assets executive or incentive compensation, bonus, deferred compensation, pension, profit sharing, severance, retirement, savings, retirement, stock option, stock purchase, group life, health or accident insurance or other Benefit Plan, including the Seller Parent’s 2021 Incentive Award Plan (including duty the “Parent LTIP”) and Tax refunds(i) the amended and restated long-term incentive plan of Li-Cycle Corp. and the (ii) amended and restated stock option plan of Li-Cycle Corp. (collectively, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement);“Parent Legacy Plans”);‌ (k) all rights equity interests in or securities of Sellers and their respective Affiliates under this Agreement and any Seller or any other Person, including options, restricted stock units warrants or other securities exchangeable or convertible into equity interests of any Seller or any other Person (other than the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary AgreementsTransferred Entities); (l) other than the assetsTransferred Entities, properties and rights specifically set forth on Schedule 2.03(l); andthe equity interests of any Person, including the Carve-out Entities; (m) all Leases except as set forth cash, money orders, third-party checks, wire transfers and any other funds of the Asset Sellers, commercial paper, marketable securities, demand deposits, reserves for taxes, certificates of deposit and other bank deposits, deposits of the Asset Sellers with any third- party (including any vendor, manufacturer, customer, utility or landlord or other cash deposits for rent, electricity, telephone or otherwise), treasury bills, and other cash equivalents and liquid investments (collectively, the “Excluded Cash”); and‌ (n) all assets owned or used by the Sellers that are specifically identified in Section 2.4(n) of the Sublease Agreement.Sellers’ Disclosure Schedule.‌

Excluded Assets. Other than Notwithstanding the Transferred provisions of Section 2.2, the Purchased Assets subject shall not include the following (herein referred to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties shall be excluded from as the Transferred Assets (the “"Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include "): (a) all corporate minute books and stock transfer books and the Transferred Assets shall exclude) the following assets and properties corporate seals of Sellers and their respective Subsidiaries:Affiliates (other than Dermagraft JV and DermEquip) and all other books and records which Sellers and their Affiliates (other than Dermagraft JV and DermEquip), as the case may be, may be required by law to retain or which do not relate to the Equity Interests or the Purchased Assets, the Business or the Assumed Liabilities, provided that Buyer shall be entitled to receive copies of any such books and records to the extent they relate to the Business, the Purchased Assets, the Equity Interests or the Assumed Liabilities and to the extent that the provision of such copies is not otherwise prohibited by law; (ab) any and all prepaid workers' compensation premiums (other than the portion relating to the Transferred Employees); (c) the capital stock or other equity interests of any subsidiaries of Sellers or any subsidiaries of their Affiliates (excluding the Equity Interests); (d) any claims that Sellers may have against any of their respective current or former Representatives; (e) all cash and cash equivalents (including other investment assets), bank accounts and securities of Sellers (but excluding cash and cash equivalents owned or their respective Affiliatesheld by Dermagraft JV and DermEquip); (bf) other than the Transferred Contractsany books, all Contracts to which any Seller or its Affiliates is a partyrecords, files, customer lists, research and development files, records and laboratory books and credit records of customers (including all employment agreements of Business Employees; (c) data and other than the Transferred Intellectual Propertyinformation stored on discs, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensors; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account tapes or other records having media) if and to do with the corporate organization of extent Sellers or their Affiliates (other than the Purchased Subsidiary)Dermagraft JV and DermEquip) are required by law to retain such books, all employee-related or employee benefit-related records, files or records, other than personnel files lists; provided that Buyer shall be entitled to receive copies of Transferred Employees (any such items to the extent they relate to the transfer thereof Business, the Equity Interests or the Purchased Assets or the Assumed Liabilities and to the extent that the provision of such copies is permitted not otherwise prohibited by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainlaw; (eg) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) intercompany receivable of Sellers or any of their respective Affiliates (except as otherwise expressly contemplated herein with respect to the extent relating to any Excluded Asset Dermagraft JV or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the ClosingDermEquip); (h) the Sellers' Benefit Plans and any Counsel Communicationsassets related thereto; (i) all Benefit Plans and trusts or other assets attributable theretocontracts of insurance held by Sellers; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement)Retained Patent; (k) all rights of Sellers and their respective Affiliates under this Agreement and any Software which is not exclusively or primarily used or held for use in or relating to the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements)Business; (l) any Contracts that are excluded pursuant to the assets, properties final paragraph of Section 2.2; (m) any Intellectual Property which is not used or held for use in or relating to the Business in any respect and rights specifically set forth on Schedule 2.03(l)which is not included in the Cartilage Assets; and (mn) all Leases except as set forth in the Sublease Agreementany ATS Primary Assets.

Excluded Assets. Other than Notwithstanding anything herein contained to the Transferred Assets subject to Section 2.02contrary, Buyer expressly understands from and agrees that it is not purchasing or acquiringafter the Closing, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other the following assets and properties of the Asset Sellers (collectively, the “Excluded Assets”) shall remain the exclusive property of the Asset Sellers and shall be excluded from the Transferred Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries: (a) all cash and cash equivalents Contracts set forth on Section 2.4(a) of the Sellers’ Disclosure Schedule (including other investment assetsthe “Excluded Contracts”), bank accounts and securities of Sellers or their respective Affiliates; (b) accounts receivable to the extent arising exclusively out of any Excluded Asset (including any Excluded Contract) or any intercompany accounts receivable due and owing from any Affiliate of any Asset Seller (other than the any Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesEntity); (c) all Claims that the Sellers may have against any Person (other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates Buyer and its and their Third Party licensorsAffiliates) with respect to any Excluded Assets; (d) all rights under or pursuant to all warranties, representations and guarantees under any Excluded Contract, including those made by suppliers, manufacturers and contractors or any other third party to and for the corporate sealsbenefit of the Asset Sellers, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (but in each case solely to the extent the transfer thereof underlying equipment, component product or other asset provided under that Excluded Contract is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainalso an Excluded Asset; (e) all insurance policies and insurance contracts insuring the Business rights under non-disclosure or the Transferred Assets confidentiality, non-compete or non-solicitation agreements that are arranged or maintained by Sellers or any listed on Section 2.4(e) of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after ClosingSellers’ Disclosure Schedule; (f) all rightsrights of any nature with respect to any insurance policy, including any recoveries thereunder any rights to assert claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or seeking any of their respective Affiliates such recoveries to the extent relating to any such policy is an Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded LiabilityAsset; (g) all claims rights of any Seller or any of its Affiliates the Sellers under any Contract in respect of breaches by any party to such Contract (other than such Seller this Agreement and its Affiliates) the agreements and instruments delivered to the extent such breaches occurred prior Sellers by Buyer pursuant to the Closingthis Agreement; (h) any Counsel Communicationssubject to Section 6.3, the company seal, minute books, charter documents, stock or equity record books and such other books and records solely as pertain to the organization, existence or capitalization of the Sellers; (i) all Benefit Plans the Sellers’ directors and trusts or other assets attributable theretoofficers liability insurance policies, if any; (j) all Tax assets executive or incentive compensation, bonus, deferred compensation, pension, profit sharing, severance, retirement, savings, retirement, stock option, stock purchase, group life, health or accident insurance or other Benefit Plan, including the Seller Parent’s 2021 Incentive Award Plan (including duty the “Parent LTIP”) and Tax refunds(i) the amended and restated long-term incentive plan of Li-Cycle Corp. and the (ii) amended and restated stock option plan of Li-Cycle Corp. (collectively, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement“Parent Legacy Plans”); (k) all rights equity interests in or securities of Sellers and their respective Affiliates under this Agreement and any Seller or any other Person, including options, restricted stock units warrants or other securities exchangeable or convertible into equity interests of any Seller or any other Person (other than the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary AgreementsTransferred Entities); (l) other than the assetsTransferred Entities, properties the equity interests of any Person, including the Carve-out Entities; (m) all cash, money orders, third-party checks, wire transfers and rights specifically set forth on Schedule 2.03(lany other funds of the Asset Sellers, commercial paper, marketable securities, demand deposits, reserves for taxes, certificates of deposit and other bank deposits, deposits of the Asset Sellers with any third-party (including any vendor, manufacturer, customer, utility or landlord or other cash deposits for rent, electricity, telephone or otherwise), treasury bills, and other cash equivalents and liquid investments (collectively, the “Excluded Cash”); and (mn) all Leases except as set forth assets owned or used by the Sellers that are specifically identified in Section 2.4(n) of the Sublease AgreementSellers’ Disclosure Schedule.

Excluded Assets. Other than the Transferred Purchased Assets subject to Section 2.022.2, Buyer Purchaser expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are Seller is not selling or assigning, any other assets or properties of Sellers Seller or their any of its respective SubsidiariesAffiliates, and all such other assets and properties shall be excluded from the Transferred Purchased Assets (the “Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers Seller and their respective Subsidiariesits Affiliates: (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective Seller and its Affiliates; (b) all Contracts other than the Transferred Assumed Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employees; (c) other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any of Seller or its Affiliates and its and their Third Party licensorsAffiliates; (di) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates Seller and its Affiliates, (other than the Purchased Subsidiary), ii) all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and iii) any other books and records which a Seller or any of its Affiliates is prohibited from disclosing or transferring to Buyer Purchaser under applicable Law and is required by applicable Law (iv) any other books and records of Seller and its Affiliates that are not exclusively related to retainthe Purchased Assets or the Assumed Liabilities; (e) subject to Section 2.1(d), all insurance policies of Seller and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder its Affiliates and the right all rights to assert applicable claims with respect to any such insurance recoveries, whether arising before or after Closingand proceeds thereunder; (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (jg) all Tax assets rights to any action, suit or claim of any nature available to or being pursued by Seller or any of its Affiliates, whether arising by way of counterclaim or otherwise; (including duty h) all assets, properties and Tax refundsrights used, Tax prepayments, Tax books and records and Tax Returns) of a owned or leased by Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under that are not related to the terms of this Agreement)Somerset Facility; (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (li) the assets, properties and rights specifically set forth on Schedule 2.03(l)Section 2.2(i) of the Disclosure Letter; and (mj) all Leases except as set forth in the Sublease Agreementrights which accrue or will accrue to Seller under this Agreement or the Ancillary Documents.

Excluded Assets. Other than the Transferred The Acquired Assets subject to Section 2.02shall not include any assets, Buyer expressly understands properties, rights or interests of Sellers and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling Affiliates other than those specifically listed or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and described in Section 2.1 (all such other assets and properties shall be excluded from the Transferred Assets (assets, properties, rights or interests not so listed or described, collectively, the “Excluded Assets”). For greater certainty, the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiariesinclude: (a) any Accounts Receivable; (b) any losses, loss carryforwards and rights to receive refunds, credits and loss carryforwards with respect to any and all cash and cash equivalents (including other investment assets), bank accounts and securities Taxes of Sellers or and any of their respective Affiliates; (bc) other than the Transferred Contracts, all Contracts corporate books and records of Sellers and their respective Affiliates to which any Seller the extent not exclusively related to the Product or its Affiliates is a partythe Acquired Assets, including (i) those portions of the Tax Returns and other corporate books and records that are not exclusively related to the Product or the Acquired Assets, (ii) all employment agreements of Business Employees; personnel records, and (ciii) any attorney work product, attorney-client communications and other than the Transferred Intellectual Property, all other Intellectual Property owned items protected by attorney-client or held for use by any Seller or its Affiliates and its and their Third Party licensorssimilar privilege; (d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), any current and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all prior insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or all rights of any of their respective Affiliatesnature with respect thereto, including any prepaid insurance premiums or all insurance recoveries thereunder and the right rights to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (e) the Seller Trademarks; (f) all rights, claims and credits (including all guaranteesguaranties, warranties, indemnities and similar rightsrights that have been made by any predecessors in title, manufacturers or suppliers and other Third Parties relating to the Excluded Assets; (g) all claims, counterclaims, defenses, causes of Sellers or action, rights of recovery, rights of set-off, rights of subrogation and all other rights of any of their respective Affiliates kind against any Third Party, to the extent relating to any Excluded Asset Liabilities or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded Liability; (g) all claims of any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the Closing;Assets; and (h) all real property and interests therein owned by Sellers or any Counsel Communications;of their respective Affiliates; and (i) the assets of all Benefit Seller Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller employee benefit plans maintained by Sellers or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements); (l) the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease AgreementAffiliates.

Excluded Assets. Other than the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiring, and Sellers and/or their respective Subsidiaries are not selling or assigning, any other assets or properties of Sellers or their respective Subsidiaries, and all such other assets and properties There shall be excluded from the Transferred Acquired Assets to be sold, assigned, transferred, conveyed and delivered to the Buyer or its designee hereunder and, to the extent in existence on the Closing Date, there shall be retained by the Selling Parties, the following assets, properties and rights (collectively, the “"Excluded Assets”). For the avoidance of doubt, notwithstanding anything in Section 2.02, Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiaries:"): (a) all cash and cash equivalents (including other investment assets), bank accounts and securities All rights of Sellers or their respective Affiliatesthe Selling Parties under this Agreement; (b) All capital stock of all Subsidiaries of any of the Selling Parties (other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employees▇▇ ▇▇▇▇▇▇); (c) All rights of the Selling Parties under any real property leases (other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsAcquired Leases); (d) All rights of the corporate sealsSelling Parties in, organizational documentsunder, minute booksand with respect to the insurance policies, stock bookscontracts and coverages obtained by any of the Selling Parties or listing any of them as an insured party, Tax Returns, books of account a beneficiary or other records having to do with the corporate organization of Sellers or their Affiliates loss payee (other than the Purchased Subsidiaryany Acquired Insurance or any Acquired Employee Benefit Plan), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies All rights in, under and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to the assets, any such insurance recoveries, whether arising before administrative service contracts or after Closingfunding arrangements associated with any Employee Benefit Plans (other than the Acquired Employee Benefit Plans); (f) all rights, claims and credits (including all guarantees, warranties, indemnities and similar rights) of Sellers or any of their respective Affiliates to the extent relating Any Indebtedness owed to any Excluded Asset Selling Party solely by the Seller and/or one or more of its Subsidiaries, and any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies Guarantees in favor of Sellers and their respective Affiliates relating to any Excluded Asset Selling Party made solely by the Seller and/or one or any Excluded Liabilitymore of its Subsidiaries; (g) all claims All Contractual Obligations with respect to any right of any Person to acquire any capital stock or other direct or indirect ownership interest in the Seller or and/or any of its Affiliates Subsidiaries (including any warrant, option or similar instrument) or with respect to any right to request registration of such capital stock or ownership interest under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the ClosingSecurities Act or otherwise; (h) any Counsel CommunicationsOther than with respect to GB Canada, all corporate seals, minute books, charter documents, corporate stock record books, registers of other securities, copies of original tax and financial records (the originals of which will be delivered to the Buyer as part of the Acquired Assets), and such other books and records as pertain only to the organization, existence, share capitalization or debt financing of the Selling Parties; (i) All losses, loss carryforwards and rights to receive refunds, credits and loss carryforwards with respect to any and all Benefit Plans and trusts or other assets attributable theretoRetained Taxes; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) All rights of a Seller or any of its Affiliates the Selling Parties under any Contractual Obligation (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under other than Licenses, Acquired Leases, Acquired Insurance, Acquired Permits, Acquired Contracts, Acquired Employee Benefit Plans, and confidentiality agreements acquired by the terms of this AgreementBuyer pursuant to Section 2.1(m) hereof); (k) all rights of Sellers and their respective Affiliates under this Agreement and the other agreements and instruments executed and delivered in connection with this Agreement (including the Ancillary Agreements);All Artech Assets; and (l) All items listed on Section 2.2(l) of the assets, properties and rights specifically set forth on Schedule 2.03(l); and (m) all Leases except as set forth in the Sublease AgreementDisclosure Schedule.

Excluded Assets. Other than In no event shall any Subsidiary Transferor sell, assign, transfer, convey or deliver to the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiringBuyer, and Sellers and/or their respective Subsidiaries are not selling or assigningin no event shall the Buyer acquire, any of the right, title and interest of any Subsidiary Transferor in or to any of the assets of such Subsidiary Transferor, other assets or properties of Sellers or their respective Subsidiaries, and than such Subsidiary Transferor’s Purchased Assets (all such other excluded assets and properties shall be excluded from the Transferred Assets (of all Subsidiary Transferors, collectively, the “Excluded Assets”). For Without limiting the avoidance generality of doubtthe foregoing, notwithstanding anything in Section 2.02, the Excluded Assets shall include (and the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiarieseach Subsidiary Transferor: (a) all cash and cash equivalents (including other investment assets)equivalents, bank accounts and securities of Sellers or their respective Affiliatessecurities; (b) other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business Employeesthat are not Assigned Contracts; (c) other than the Transferred Intellectual Propertysubject to Section 2.1(h), all other Intellectual Property owned or held for use by any Seller or its Affiliates Books and its and their Third Party licensors; (d) the Records, corporate seals, organizational documents, minute books, stock books, books and Tax Returns; (d) all Seller Benefit Plans and assets, books of account interests, property or other records having to do with the corporate organization of Sellers or their Affiliates (rights attributable thereto other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees (those assets transferred pursuant to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retain; (e) all insurance policies and insurance contracts insuring the Business rights which accrue or will accrue to the Transferred Assets that are arranged or maintained by Sellers or any of their respective AffiliatesSeller under this Agreement, including any prepaid insurance premiums or insurance recoveries thereunder the Ancillary Agreements and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closingtransactions contemplated thereby; (f) all rights, claims intercompany accounts receivable between Seller and credits any of its Affiliates (including all guaranteesthe Subsidiary Transferors), warranties, indemnities or between any Affiliate of Seller and similar rights) any other Affiliate of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset or any Excluded Liability, including any and all such rights, claims and credits arising under insurance policies in favor of Sellers and their respective Affiliates relating to any Excluded Asset or any Excluded LiabilitySeller; (g) all claims policies of insurance, whether with respect to the Purchased Assets or the Business or otherwise, maintained or managed through the Seller or such Subsidiary Transferor, including general liability, property, casualty, workers’ compensation and product liability and all policies of insurance covering any Seller or any of its Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller and its Affiliates) to the extent such breaches occurred prior to the ClosingBenefit Plan; (h) all Rights to any Counsel CommunicationsLegal Actions of any nature available to or being pursued by the Seller or such Subsidiary Transferor to the extent related to actions or omissions before the Closing, whether arising by way of counterclaim or otherwise, other than those exclusively related to the Business, the Purchased Assets or the Assumed Liabilities; (i) all Benefit Plans claims for refunds or credits with respect to any Taxes paid or incurred by or on behalf of the Seller or such Subsidiary Transferor, together with any interest received or due from the relevant Tax authority, any prepaid Taxes of the Seller or such Subsidiary Transferor and trusts any other Rights related to Taxes of the Seller or other assets attributable theretosuch Subsidiary Transferor, in each case to the extent arising out of the ownership or operation of the Business or the Purchased Assets for taxable periods (or portions thereof) ending on or before the Closing Date; provided, that in the event that the Seller or a Subsidiary Transferor, as the case may be, receives any Tax Refund arising out of, in respect of or relating to the Business or the Purchased Assets for taxable periods (or portions thereof) beginning after the Closing Date, the Seller shall, or direct the Subsidiary to, pay such Tax Refund to the Buyer promptly following such receipt; (j) all Tax assets (including duty and Tax refundsthe capital stock of, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller other equity interest in, such Subsidiary Transferor or any other Subsidiary of its Affiliates is responsible under the terms of this Agreement)Seller; (k) all rights Registered Intellectual Property and Software (other than as listed in Section 2.1(d) of Sellers the Seller Disclosure Letter), other Intellectual Property (other than the Purchased Intellectual Property) and their respective Affiliates under this Agreement all names and the other agreements and instruments executed and delivered in connection with this Agreement Trademarks (including the Ancillary AgreementsSeller Trademarks);, in each case of the Seller or any of its Affiliates, including any Subsidiary Transferor; and (l) the assets, properties and rights Rights specifically set forth on Schedule 2.03(l); and (min Section 2.2(l) all Leases except as set forth in of the Sublease AgreementSeller Disclosure Letter.

Excluded Assets. Other Notwithstanding anything to the contrary set forth in this Agreement or in any of the other Transaction Documents, the Parties expressly acknowledge and agree that nothing in this Agreement shall be construed to obligate any Seller to Transfer to Buyer (or obligate Buyer to acquire from any Seller) any of the assets, properties or rights of any Seller other than the Transferred Assets subject to Section 2.02, Buyer expressly understands and agrees that it is not purchasing or acquiringAssets, and Sellers and/or their respective Subsidiaries are not selling or assigningwithout limiting the generality of the foregoing, any other the term “Transferred Assets” shall expressly exclude the assets or properties of Sellers or their respective Subsidiarieslisted in this ‎Section 1.2, and all such other assets and properties of which shall be excluded from retained by the Transferred Assets Sellers (the “Excluded Assets”). For Each Seller shall retain all of its right, title and interest in and to the avoidance Excluded Assets, and neither Buyer nor the Buyer Designees shall acquire or have any rights or Liabilities with respect to the right, title and interest of doubt, notwithstanding anything each Seller in Section 2.02, Excluded Assets shall include (and to the Transferred Assets shall exclude) the following assets and properties of Sellers and their respective Subsidiariesfollowing: (a) all cash any claim, right, award, recovery, indemnity, warranty, refund, reimbursement, audit right, duty, obligation, liability or other intangible right in favor of or owed to any Seller (i) to the extent primarily related to an Excluded Asset or to any other business of the Sellers, (ii) to the extent exclusively related to any of the Excluded Liabilities, or (iii) for indemnification under a Seller Contract that accrues prior to the Closing and cash equivalents (including other investment assets), bank accounts and securities of Sellers or their respective Affiliateswithout limiting Buyer’s rights for indemnification under any such Seller Contract with respect to Assumed Liabilities; (b) all accounts receivable arising before the Closing other than the Transferred Contracts, all Contracts to which any Seller or its Affiliates is a party, including all employment agreements of Business EmployeesDelinquent Accounts Receivable; (c) any shares or other equity interests in any Person or any securities of any Person other than the Transferred Intellectual Property, all other Intellectual Property owned or held for use by any Seller or its Affiliates and its and their Third Party licensorsas set forth in Section 1.1(m); (d) the corporate sealscharter, organizational documentsseal, minute books, stock booksrecord books and other similar documents relating to the organization, Tax Returns, books of account or other records having to do with the corporate organization maintenance and existence of Sellers or their Affiliates (other than the Purchased Subsidiary), all employee-related or employee benefit-related files or records, other than personnel files any Affiliate of Transferred Employees (to the extent the transfer thereof is permitted by applicable Law), and any other books and records which a Seller is prohibited from disclosing or transferring to Buyer under applicable Law and is required by applicable Law to retainSellers; (e) all insurance policies and insurance contracts insuring the Business or the Transferred Assets that are arranged or maintained by Sellers or any of their respective Affiliates, including any prepaid insurance premiums or insurance recoveries thereunder and the right to assert claims with respect to any such insurance recoveries, whether arising before or after Closing; (f) all rights, claims and credits personnel records (including all guarantees, warranties, indemnities human resources and similar rightsother records) of Sellers or any of their respective Affiliates to the extent relating to any Excluded Asset employees of Sellers or any Excluded Liability, including any and of their respective Affiliates; (f) all such rights, claims and credits arising under insurance policies Cash held by or in favor the name of Sellers and or any of their respective Affiliates relating to any Excluded Asset or any Excluded LiabilityAffiliates; (g) all claims of any Seller or any of its consideration received by Sellers and their respective Affiliates under any Contract in respect of breaches by any party to such Contract (other than such Seller pursuant to, and its Affiliates) to the extent such breaches occurred prior to the Closing; (h) any Counsel Communications; (i) all Benefit Plans and trusts or other assets attributable thereto; (j) all Tax assets (including duty and Tax refunds, Tax prepayments, Tax books and records and Tax Returns) of a Seller or any of its Affiliates (including for this purpose any refunds of Taxes for which any Seller or any of its Affiliates is responsible under the terms of this Agreement); (k) all rights of Sellers and their respective Affiliates under under, this Agreement or any Transaction Document, subject to the terms hereof and thereof; (h) all of the following documents prepared or received by Sellers, their respective Affiliates or any of their respective Representatives, in each case, with respect to the Transferred Assets: (i) lists of prospective buyers; (ii) offers, bids or proposals submitted by any prospective buyer; (iii) analyses by Sellers of any offers, bids or proposals submitted by any prospective buyer; (iv) correspondence between or among Sellers, its Representatives and any prospective buyer other agreements than Buyer; and instruments executed and delivered in connection (v) correspondence between Sellers, their respective Affiliates or any of their respective Representatives with this Agreement respect to any offers, bids or prospective buyers, the Transactions or otherwise contemplated by the Bid Procedures; (i) all Seller Contracts that are not Closing Assumed Contracts or Additional Assumed Contracts, including the Ancillary AgreementsContracts set forth on the Rejected Contracts Schedule (the “Excluded Contracts”); (j) all Intracompany Receivables; (k) any prepayments and good faith and other bid deposits submitted by any third party under the terms of the Bid Procedures Order; (l) the any Benefit Plan and any trusts, funding vehicles, insurance policies, administrative services agreements, files and records, and other assets, properties and rights specifically set forth on Schedule 2.03(l); andrelated thereto; (m) all Leases except as real property leases; (n) any refunds of Taxes that are either described in ‎Section 1.4(h) or that Sellers bear under ‎Section 6.4; (o) all insurance policies; (p) all bank accounts; (q) the furniture, furnishings, equipment, machinery, tools, fixtures, samples and other personal property of Sellers listed on Schedule 1.1(c); (r) all assets primarily related to any of Sellers’ past or present brands other than those included in the definition of the Business, including ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Joe’s Jeans, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, and Caribbean ▇▇▇; and (s) all of the assets set forth in the Sublease Agreementon Schedule 1.2(s).