Common use of Schedules Clause in Contracts

Schedules. Schedule 1.1 Purchased Assets Schedule 1.2 Excluded Assets Schedule 2.2 Assumed Liabilities Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into as of April 30, 2001 by and among XXXXXXX SPAS USA, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased Assets 1.1(a) Cash-On-Hand Target Schedule 1.2 Excluded Assets 1.1(b) Non-Company Subsidiary Schedule 2.2 Assumed Liabilities 1.1(c) Indebtedness Schedule 2.6 Allocation of Consideration 1.1(d) Permitted Liens Schedule 2.11 Listed Percentages 2.6(a) Working Capital Categories Schedule 2.6(b) Exchange Rates Schedule 2.7 Withholding Schedule 3.4 Exceptions to No Conflict Representation Schedule 3.5 Governmental Authorities; Consents of Shareholders Schedule 4.1 Organization 3.6 Capitalization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 3.7 Financial Statements Schedule 5.4 3.8 Liabilities Schedule 3.10 Litigation Schedule 3.11 Legal Compliance Schedule 3.12 Material Contracts Schedule 3.13 Company Benefit Plans Schedule 3.14 Labor Relations Schedule 3.15 Taxes Schedule 3.16 Permits Schedule 3.17 Title to Machinery, Equipment and Other Tangible Property Schedule 3.18 Real Property Schedule 3.19 Intellectual Property Schedule 3.20 Sufficiency of Assets Schedule 3.21 Environmental Matters Schedule 3.22 Brokers’ Fees Schedule 3.23 Insurance Schedule 3.24 Affiliate Transactions Schedule 3.25 Customers and Suppliers Schedule 4.3 Exceptions to No Conflict Representation Schedule 4.5 Governmental Authorities; Consents Schedule 7.10 Certain Terms 4.7 Brokers’ Fees Schedule 4.9 Capitalization of Xxxxxxx Employment Agreements Parent Schedule 7.11 Certain Terms 5.1 Conduct of License Business Schedule 7.17 Termination 5.1(a) 2012 Financial Budget Schedule 5.5(a) Financing Cooperation Schedule 5.5(b) Financing Exception Schedule 5.8(b) Acquiror-Requested Policies Schedule 5.9(a) Specified Affiliate Contracts Schedule 5.9(b) Assigned Contracts Schedule 5.9(c) Pre-closing Services Schedule 5.10 Restricted Products Schedule 5.11 Use of Employees Xxxxxxxx Marks Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET 7.2 Purchase Price Allocation Schedule 8.1(b) Required Antitrust Approvals Exhibits Exhibit A Form of Acquiror Limited Guaranty Exhibit B Form of Shareholders Agreement Exhibit C Transition Services Term Sheet Exhibit D Form of Seller Release Exhibit E Form of Acquiror Release Exhibit F Form of Memorandum and Articles of Association of Parent STOCK PURCHASE AGREEMENT This Asset Purchase Agreement STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 15, 2012, is entered into as of April 30, 2001 by and among XXXXXXX SPAS USA, INC.AUTOMOTIVE HOLDING COMPANY, a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared organized under the laws of the State of Pennsylvania Delaware (“Xxxxxxx Automotive US”), XXXXXXX INVESTMENTS COMPANY S.À.X.X., a private limited liability company (société à responsabilité limitée) organized under the "Trust"laws of Luxembourg (“Xxxxxxx Investments”), XXXXXXX AUTOMOTIVE COMPANY S.À.X.X., a private limited liability company (société à responsabilité limitée) organized under the laws of Luxembourg (“Xxxxxxx Automotive Luxembourg”), XXXXXXXX INVESTMENTS LUXEMBOURG S.À.X.X., a private limited liability company (société à responsabilité limitée) organized under the laws of Luxembourg (“Xxxxxxxx Investments”), XXXXXXX OVERSEAS INVESTMENTS LIMITED, a private limited company organized under the laws of England and Wales (“Xxxxxxx Overseas”), XXXXXXX ENGINEERING LTD., a private limited company organized under the holder laws of all England and Wales (“Xxxxxxx Engineering” and, together with Xxxxxxx Automotive US, Xxxxxxx Investments, Xxxxxxx Automotive Luxembourg, Xxxxxxxx Investments and Xxxxxxx Overseas, “Sellers”), August Lux Holding Company, a private limited liability company (société à responsabilité limitée) organized under the laws of Luxembourg (“Acquiror”), and, for the Capital Stock limited purposes specified herein, Xxxxxxx Limited, a private limited company organized under the laws of GHDS, Birmingham England and Second Street Wales (“Xxxxxxx Limited”). Sellers and Acquiror are each of the Trust, GHDS and TGH are sometimes herein referred to herein, individually, individually as a “Party” and collectively as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller “Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement”.

Schedules. Schedule 1.1 Purchased Assets -- Co-branded Products Schedule 1.2 Excluded Assets -- List of Competitors Schedule 2.2 Assumed Liabilities 1.3 -- Unique Components Schedule 2.6 Allocation of Consideration 1.4 -- Specifications for Co-branded Products Schedule 2.11 Listed Percentages 2.5 -- Federal Opportunities Schedule 3.3 -- Market Development Schedule 3.4 Consents of Shareholders -- Sales Information Schedule 3.5.2 -- Demo Units Schedule 3.5.3 -- Training Schedule 3.12 -- Evaluation Units Schedule 4.1 Organization -- Pricing Provisions Schedule 4.2 Qualification 4.1.1 -- Xxxx Up Schedule 4.5 Consents Schedule 5.3 -- Cancellation Fees Schedule 5.6 -- Recirculation Schedule 17.2 -- Trademark Schedule 20.4 -- ARR EXHIBITS Exhibit A -- Form of Seller Parties FIR Measurement Exhibit B -- Co-branded Product Service and Support Agreement Exhibit C -- Co-branded Product Roadmap and Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock Exhibit D -- StorageTek Software License Terms Exhibit E -- Critical End Product Parameters Exhibit F -- Form of the Sellers Scorecard AMENDED AND RESTATED DISTRIBUTOR AGREEMENT THIS AMENDED AND RESTATED DISTRIBUTOR AGREEMENT (this "AGREEMENT") is made and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into effective as of April 3015, 2001 2004 (the "EFFECTIVE DATE"), by and among XXXXXXX SPAS USALSI LOGIC STORAGE SYSTEMS, INC., a Florida Delaware corporation having its principal place of business at 0000 Xxxxxx Xxxx, Milpitas, California 95035 ("SSI") and Storage Technology Corporation, a Delaware corporation having its principal place of business at Xxx XxxxxxxXxx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 ("STORAGETEK"). SSI and StorageTek are referred to individually as a Party and collectively as the Parties. RECITALS LSI Logic Corporation, a Delaware corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("BirminghamLSI LOGIC"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and StorageTek entered into the holder of all of Master Distribution Agreement for the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania Co-branded Products (the "Trust") and the holder of all of the Capital Stock of GHDSORIGINAL AGREEMENT" on January 20, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust 2002 (the "TrusteeORIGINAL AGREEMENT EFFECTIVE DATE")) to pursue a strategic alliance, XXXXX XXXXXXXthrough which StorageTek and its Subsidiaries could, as a resident master distributor, purchase Co-branded Products from LSI Logic and its Subsidiaries, in particular SSI, in order to resell, license or lease these Co-branded Products to End Users and Distributors worldwide. LSI Logic assigned the Original Agreement to SSI on April 15, 2004. The Parties have agreed to enter into this amended and restated agreement under which SSI will be the developer and manufacturer of the State of PennsylvaniaCo-branded Products and StorageTek and its Subsidiaries would, as a distributor, purchase Co-branded Products from SSI in order to resell, license or lease these Co-branded Products to End Users and XXXXXX XXXXXXX, a resident Distributors worldwide pursuant to the terms and conditions set forth in this Agreement. In consideration of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellersmutual covenants in this Agreement, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.Parties agree:

Schedules. Schedule 1.1 Purchased Distribution Centers Schedule 1.2 Restricted Business Excluded Countries Schedule 1.3 Non-Shared Contracts Schedule 1.4 Transferred Entities Schedule 1.5(a)(i) Cereal Brands Schedule 1.5(a)(ii) Granola Brands Schedule 1.5(a)(iii) Cereal Bites Brands Schedule 1.5(a)(iv) Cookies Brands Schedule 1.5(a)(v) Core Brands Schedule 1.5(b) Extended Requirements Brands Schedule 1.6 Excluded WKKC Contracts Schedule 1.7 Certain WKKC Contracts Schedule 1.8 WKKC DCs Schedule 2.1(a) Internal Reorganization Step Plan Schedule 2.2(a)(iv) WKKC Owned Real Property Schedule 2.2(a)(vi) WKKC Permits Schedule 2.2(a)(viii) WKKC Tangible Personal Property Schedule 2.2(a)(xiii) WKKC Information Technology Schedule 2.2(a)(xvi) WKKC Data Schedule 2.2(a)(xvii) Certain WKKC Assets Schedule 1.2 Excluded 2.2(b)(v) Certain Kellanova Assets Schedule 2.2 Assumed 2.3(a)(vii) Certain WKKC Liabilities Schedule 2.6 2.3(b)(ii) Certain Kellanova Accounts Payable Schedule 2.3(b)(iii) Certain Kellanova AP&T Liabilities Schedule 2.3(b)(v) Certain Kellanova Liabilities Schedule 2.7(b) Surviving Intercompany Agreements Schedule 3.2(c) Directors and Officers Schedule 4.3(e) Specified Kellanova Information Schedule 10.9 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents Certain Costs and Expenses EXHIBITS Exhibit A Form of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents Amended and Restated Certificate of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock Incorporation of the Sellers WKKC Exhibit B Form of Amended and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence Restated Bylaws of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE WKKC SEPARATION AND DISTRIBUTION AGREEMENT This Asset Purchase Agreement is entered into SEPARATION AND DISTRIBUTION AGREEMENT, dated as of April 30September 29, 2001 2023 (this “Agreement”), is by and among XXXXXXX SPAS USA, INC.between Xxxxxxx Company, a Florida Delaware corporation ("Buyer" as modified pursuant to Section 1.4“Kellanova”), BIRMINGHAM DAY SPA, LLCand WK Xxxxxxx Co, a Pennsylvania limited liability company Delaware corporation ("Birmingham"), 00xx XXXXXX DAY SPA, LLC“WKKC” and each of Kellanova and WKKC, a New York limited liability company ("57th Street")“Party”, GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Streetcollectively, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"“Parties”). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized Capitalized terms used herein are and not otherwise defined shall have the respective meanings assigned to them in Article XII and throughout this Agreement.I.

Schedules. Schedule 1.1 Purchased Assets 1.01 Liens on Shares / Definitions Schedule 1.2 Excluded Assets 2.02 Purchase Price Allocation Schedule 2.2 Assumed 3.03 Governmental Consents Schedule 3.04 Noncontravention Schedule 3.05 Capitalization Schedule 3.07 Subsidiaries Schedule 3.08 Financial Statements Schedule 3.09 Absence of Certain Changes Schedule 3.10 Certain Liabilities Schedule 2.6 Allocation of Consideration 3.11 Intercompany Accounts Schedule 2.11 Listed Percentages 3.12 Certain Contracts Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 3.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real 3.15 Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) 3.16 Intellectual Property Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 3.17 Insurance Schedule 4.26(a3.19 Employees Schedule 3.20(a) List of Employee Matters (Employees; CompensationPlans Schedule 3.20(f) Schedule 4.26(c) Employee Matters (Employee Benefit Plans–Increases or Changes to Benefits and/or Acceleration of Payment or Vesting under any Benefit Plans and Arrangements as a Result of the Transaction Schedule 3.21 Environmental Matters Schedule 3.22(c) Taxes–Tax Jurisdictions Schedule 4.26(e3.22(f) Taxes–Entity Status Schedule 3.22(k) Tax Sharing Agreements Schedule 4.05 Financing Commitment Letters Schedule 6.03 Trademarks and Tradenames Schedule 9.02 Employee Matters (Pension PlansAgreements and Change of Control Schedule 10.02(d) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 10.02(g) Third Party Consents Schedule 7.10 Certain Terms EXHIBIT A Opinion of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET Seller’s Counsel STOCK PURCHASE AGREEMENT This Asset Purchase Agreement is entered into AGREEMENT dated as of April 30March 14, 2001 by and 2003 among XXXXXXX SPAS USAWings Holdings, INC.Inc., a Florida Delaware corporation ("“Buyer" as modified pursuant to Section 1.4”), BIRMINGHAM DAY SPAXxXxxxx Aircraft Holdings, LLCInc., a Pennsylvania limited liability company Delaware corporation ("Birmingham"“Seller”), 00xx XXXXXX DAY SPA, LLCand XxXxxxx Holdings Co., a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania Delaware corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"“Parent”), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased Assets A-1: Core Applications Services Schedule 1.2 Excluded Assets A-2: Data Center Services Schedule 2.2 Assumed Liabilities A-3: Help Desk Services Schedule 2.6 Allocation of Consideration A-4: Telecommunications Connectivity Services Schedule 2.11 Listed Percentages A-5: Modernization Services Schedule 3.4 Consents of Shareholders B: Service Levels Schedule 4.1 Organization B-1: Definitions Schedule 4.2 Qualification B-2: Critical Service Levels Schedule 4.5 Consents of Seller Parties B-3: Core Applications Service Levels Schedule 4.9 No Subsidiaries B-4: Data Center Service Levels Schedule 4.10 Capital Stock of the Sellers and the Company B-5: Help Desk Service Levels Schedule 4.11 Predecessor Status B-6: Telecommunications Service Levels Schedule 4.12 Related B-7 Systems Integration Service Levels Schedule B-8 Transition Service Levels Schedule C: Charges Schedule D: Employment Schedule D-1: Affected Employees Schedule D-2: Key Transitioned Employees Schedule D-3: Key IBM Positions Schedule E: Third Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases E-1: Core Applications Third Party Service Contracts Schedule 4.21 Proprietary Rights E-2: Data Center Third Party Service Contracts Schedule 4.23 Commitments E-3: Help Desk Third Party Service Contracts Schedule 4.25 Insurance F: Existing Equipment Schedule 4.26(a) Employee Matters (Employees; Compensation) F-1: Core Applications Existing Equipment Schedule 4.26(c) Employee Matters (Employee Benefit Plans) F-2: Data Center Existing Equipment Schedule 4.26(e) Employee Matters (Pension Plans) F-3: Help Desk Existing Equipment Schedule 4.28 Absence F-4: Former NexxtHealth Existing Equipment Schedule F-5: Telecommunications Connectivity Existing Equipment Schedule G: Existing Software Schedule G-l A: Core Applications Applications Software Schedule G-2 A: Data Center Applications Software Schedule G-3 A: Help Desk Applications Software Schedule G-1 S: Core Applications Systems Software Schedule G-2 S: Data Center Systems Software Schedule G-3 S: Help Desk Systems Software Schedule H: Overall Migration Plan Schedule I: Termination/Expiration Assistance Schedule J: Equipment and Software Responsibility Allocation Matrices Schedule K: Reports Schedule K-1: Core Applications Reports Schedule K-2: Data Center Reports Schedule K-3: Help Desk Reports Schedule L: Approved Subcontractors Schedule M: Empire Competitors Schedule N-1: Empire Code of Changes Business Conduct Schedule 4.29 Bank Relationships; Power N-2: Empire Corporate Compliance Program Schedule O-1: Equal Employment Commitment -- Medicare Schedule O-2: Equal Employment Commitment -- Non-Medicare Schedule P: Intentionally Left Blank Schedule Q: Intentionally Left Blank Schedule R: Form of Attorney Xxxx of Sale Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into as of April 30, 2001 by and among XXXXXXX SPAS USA, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.S: India Facility Specifications MASTER SERVICES AGREEMENT

Schedules. Schedule 1.1 Purchased Assets 1.1(a) Revolving Credit Commitment Schedule 1.2 Excluded Assets 1.1(b) Existing Letters of Credit and Existing Banker’s Acceptance Schedule 2.2 Assumed Liabilities 1.1(c) Security Documents Schedule 2.6 Allocation 1.1(d) Account Debtors Schedule 9.1 Corporate Structure of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Holdings and its Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 9.4 Litigation Schedule 4.15 Compliance With Laws 9.12 Benefit Plans and Pension Plans Schedule 4.16(d9.13 Intellectual Property Schedule 9.14 Environmental Schedule 9.15 Real Property Schedule 10.9 Deposit and Securities Accounts Schedule 10.14(d) Environmental Matters (Operations and Activities) Post-Closing Actions Schedule 4.16(f) Environmental Matters (Assessments and Audits) 11.1 Indebtedness Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 11.2 Closing Date Liens Schedule 4.33 Financial Statements 11.5 Closing Date Investments Schedule 5.4 Consents 11.10 Affiliate Transactions Schedule 7.10 Certain Terms 14.2 Notice Addresses EXHIBITS Exhibit A Assignment and Acceptance Exhibit B-1 Collateral Access Agreement – US Credit Parties Exhibit B-2 Collateral Access Agreement – Canadian Credit Parties Exhibit C-1 Customs Broker Agreement – US Credit Parties Exhibit C-2 Customs Broker Agreement – Canadian Credit Parties Exhibit D Form of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms Intercompany Note Exhibit E Joinder Agreement Exhibit F Letter of License Schedule 7.17 Termination Credit Request Exhibit G Lender Promissory Note Exhibit H Notice of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE Borrowing and Conversion or Continuation Exhibit I Borrowing Base Certificate Exhibit J Credit Card Notification Exhibit K ABL/Term Loan Intercreditor Agreement CREDIT AGREEMENT This Asset Purchase Agreement is entered into CREDIT AGREEMENT, dated as of April 30June 3, 2001 by and 2016, among XXXXXXX SPAS USA, CANADA GOOSE HOLDINGS INC., a Florida corporation existing under the laws of British Columbia ("Buyer" as modified pursuant to Section 1.4“Holdings”), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, CANADA GOOSE INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared existing under the laws of Ontario (“CGI Borrower”), CANADA GOOSE INTERNATIONAL AG, a corporation (Aktiengesellschaft) incorporated and existing under the State laws of Pennsylvania Switzerland (“Swiss Borrower”), the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street lending institutions from time to time parties hereto as lenders (each of a “Lender” and, collectively, the Trust“Lenders”), GHDS and TGH are sometimes referred to hereinCANADIAN IMPERIAL BANK OF COMMERCE, individuallyas the administrative agent and collateral agent (in such capacities, the “Administrative Agent”), and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident Letter of the State of Pennsylvania Credit Issuer and trustee of the Trust Swingline Lender (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, such terms and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain each other capitalized terms term used herein are but not defined in Article XII and throughout this Agreementpreamble shall have the meaning provided in Section 1.1).

Schedules. Schedule 1.1 Purchased Knowledge of Individuals Schedule 2.1(a) Working Capital Schedule 3.3 Certain Consents or Approvals Schedule 3.5 Compliance with Law Schedule 3.6(a)-1 Certain Owned Real Property Schedule 3.6(a)-2 Certain Leased Real Property Schedule 3.6(b)-1 Certain Real Property Matters Schedule 3.6(b)-2 Certain Easements Schedule 3.6(c) Certain Personal Property Schedule 3.6(d)-1 Existing RIGS Pipeline Map Schedule 3.6(d)-2 Certain Other Real Property Matters Schedule 3.6(e) Real Property Consents or Approvals Schedule 3.6(f) Certain Assets Schedule 1.2 Excluded Assets 3.6(g) Owned Real Property Schedule 2.2 Assumed Liabilities 3.6(h) Leased Real Property Schedule 2.6 Allocation of Consideration 3.7 Pro Forma Balance Sheet and Related Matters Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d3.8(a) Environmental Matters (Operations and ActivitiesSchedule 3.9(a) Material Contracts Schedule 4.16(f3.9(b) Environmental Certain Material Contracts Schedule 3.10 Legal Proceedings Schedule 3.11 Permits Schedule 3.12 Tax Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 3.15 Insurance Schedule 4.26(a3.16 Intellectual Property Schedule 3.17 Certain Regulatory Matters Schedule 3.18 Confidentiality Schedule 3.21 Haynesville Expansion Project Schedule 3.21(d) Employee Matters Haynesville Expansion Project Map Schedule 6.7 Operation of the Assets CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT, dated as of February 26, 2009 (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AGREEMENT This Asset Purchase Agreement the “Execution Date”), is entered into as of April 30, 2001 by and among XXXXXXX SPAS USA, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, Regency Haynesville Intrastate Gas LLC, a Pennsylvania Delaware limited liability company ("Birmingham"“Regency HIG”), 00xx XXXXXX DAY SPAGeneral Electric Capital Corporation, a Delaware corporation (the “GE Investor”), Xxxxxx Gas Pipeline I, L.P., a Delaware limited partnership (“Xxxxxx Investor 1”) and Xxxxxx Gas Pipeline II, L.P., a Delaware limited partnership (“Xxxxxx Investor 2,” and collectively with Xxxxxx Investor 1, the “Xxxxxx Investors”). The GE Investor and the Xxxxxx Investors are collectively referred to herein as the “Investors.” The parties to this Agreement are collectively referred to herein as the “Parties.” R E C I T A L S WHEREAS, on February 26, 2009, Regency HIG and Regency Gas Services LP (“RGS”) entered into that certain initial Assignment and Assumption Agreement pursuant to which RGS contributed to Regency HIG all of the issued and outstanding equity interests (the “RIGS Interests”) of Regency Intrastate Gas LLC, a New York Delaware limited liability company ("57th Street"“RIGS”), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.;

Schedules. Schedule 1.1 Purchased 1.1(a)(i) Contracts Schedule 1.1(a)(iv) Transferred Intellectual Property Schedule 1.1(a)(vi) Leased Real Property Schedule 1.1(a)(ix) Permits Related to the Business Schedule 1.1(c)(vii) Excluded Intellectual Property Schedule 1.1(c)(xii) Permits Related to the Retained Business Schedule 1.1(c)(xiii) Excluded Assets from Star Agreement Schedule 1.2 1.1(c)(xiv) Retained Causes of Action Schedule 1.1(c)(xvi) Excluded Assets Schedule 2.2 Assumed 1.1(r) Excluded Liabilities Schedule 2.6 Allocation 1.2(a)(i) Bank Accounts Schedule 1.6(c) Net Tangible Book Value of Consideration the Business Definition Exception Schedule 2.11 Listed Percentages 1.6(d) Final Statement Amount Schedule 1.7(d) Dispute Resolution Procedure Schedule 2.3(e) Loans to Certain Employees Schedule 3.1 United States Subsidiaries of Seller Schedule 3.3(a) Required Governmental approvals or Consents Schedule 3.3(b) No Violations Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents 3.5 Absence of Undisclosed Seller Liabilities Schedule 7.10 3.6 Absence of Certain Terms Changes Schedule 3.6(a)(v) Compensation Increases Schedule 3.6(c) Other Claims Schedule 3.7(a) Transferred Intellectual Property Schedule 3.7(b) Other Items Regarding Transferred Intellectual Property Schedule 3.8(a) Permitted Encumbrances Schedule 3.8(b) Exceptions to Leased Real Property Schedule 3.8(e) Assets Subject to Liens Schedule 3.9(a) Litigation Schedule 3.9(b) Product Liability; Non-Uniform Warranties Schedule 3.10(a) Material Non-Compliance with Laws Schedule 3.10(b) Missing Governmental Licenses Schedule 3.11 Certain Contracts and Arrangements Schedule 3.11(c) Estimate of Xxxxxxx Employment Costs Upon Termination of Distribution Agreements Schedule 7.11 3.12 Material Tax Elections and Other Tax Items Schedule 3.13(a) Seller Benefit and Compensation Plans Schedule 3.13(b) Division Employees and Other Related Information Schedule 3.13(c) ERISA Information Schedule 3.14(c) Environmental Documents Schedule 3.15(a) Insurance Policies Schedule 3.15(e) Insurance Claims During Last 2 Years Schedule 3.16 Notification Requirements for Labor Matters Schedule 3.17 Suppliers Schedule 3.18 Customers Schedule 3.19(a) Assets Necessary to Business Schedule 3.19(b) Permits Necessary to Business Schedule 3.20(a) Affiliates Schedule 3.20(b) Transactions Schedule 3.20(c) Jurisdictions of Incorporation and Business Schedule 4.3(a) Governmental Approvals and Consents of Buyer Schedule 4.8 Absence of Undisclosed Buyer Liabilities Schedule 4.9 Absence of Certain Terms of License Buyer Changes Schedule 7.17 Termination of Employees 4.10 Litigation Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into as of April 30, 2001 by and among XXXXXXX SPAS USA, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all 4.11 Buyer Intellectual Property Schedule 5.1 Conduct of the Capital Stock of 00xx Xxxxxx ("GHDS" Business Schedule 5.9 Persons not subject to non-hire Schedule 5.14(a) Licensed Trademarks Schedule 6.3(d) Seller Consents and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller"Approvals Schedule 9.7(e) THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined People included in Article XII and throughout this Agreement.knowledge definition INDEX OF DEFINED TERMS

Schedules. Schedule 1.1 Purchased Assets 1.01(a) Refinancing Indebtedness to Be Repaid Schedule 1.2 1.01(b) Subsidiary Guarantors Schedule 1.01(c) Applicable Jurisdiction Requirements Schedule 1.01(d) Specified Account Debtors Schedule 1.01(e) Excluded Assets Schedule 2.2 Assumed Liabilities Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Collateral Subsidiaries Schedule 4.10 Capital Stock 1.01(f) Immaterial Subsidiaries Schedule 1.01(g) Specified Holders Schedule 1.01(h) Participating Specified Foreign Currency Lenders Schedule 1.01(i) Agent’s Account Schedule 2.18 Existing Letters of the Sellers and the Company Credit Schedule 4.11 Predecessor Status 2.20 Canadian Lenders Schedule 4.12 Related Party 2.21 Lenders to Swiss Borrower Schedule 4.13 Litigation 3.06(c) Violations or Proceedings Schedule 4.15 Compliance With Laws 3.17 Pension Matters Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 3.19 Insurance Schedule 4.26(a3.21 Acquisition Documents and Material Debt Instruments Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Employee Matters (Employees; CompensationLocal and Foreign Counsel Schedule 4.01(l) Sources and Uses Schedule 4.26(c4.01(o)(iii) Employee Matters (Employee Benefit PlansTitle Insurance Amounts Schedule 5.11(b) Certain Subsidiaries Schedule 4.26(e5.16 Post-Closing Covenants Schedule 6.01(b) Employee Matters (Pension PlansExisting Indebtedness Schedule 6.02(c) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Existing Liens Schedule 4.33 Financial Statements 6.04(b) Existing Investments Schedule 5.4 Consents Schedule 7.10 Certain Terms 9.01(b) Cash Management EXHIBITS Exhibit A Form of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms Administrative Questionnaire Exhibit B Form of License Schedule 7.17 Termination Assignment and Assumption Exhibit C Form of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of U.S./European Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of European Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit M-3 Form of U.K. Security Agreement Exhibit M-4 Form of Swiss Security Agreement Exhibit M-5 Form of German Security Agreement Exhibit M-6 Form of Irish Security Agreement Exhibit M-7 Form of Brazilian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Receivables Purchase Agreement Exhibit R Form of Borrowing Base Certificate Exhibit S Form of Revolving Credit Facility Collateral Agent Appointment Letter CREDIT AGREEMENT This Asset Purchase Agreement is entered into CREDIT AGREEMENT (this “Agreement”), dated as of April 30July 6, 2001 by and 2007, is among XXXXXXX SPAS USA, NOVELIS INC., a Florida corporation formed under the Canada Business Corporations Act ("Buyer" as modified pursuant to Section 1.4the “Canadian Borrower”), BIRMINGHAM DAY SPA, LLCNOVELIS CORPORATION, a Pennsylvania Texas corporation, and the other U.S. subsidiaries of the Canadian Borrower signatory hereto as borrowers (each, an “Initial U.S. Borrower” and, collectively, the “Initial U.S. Borrowers”), NOVELIS UK LTD, a limited liability company incorporated under the laws of England and Wales with registered number 00279596 ("Birmingham"the “U.K. Borrower”), 00xx XXXXXX DAY SPA, LLCand NOVELIS AG, a New York limited liability company stock corporation ("57th Street"AG) organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Canadian Borrower, the U.S. Borrowers, and the U.K. Borrower, the “Borrowers”), GH DAY SPAS, AV ALUMINUM INC., a Pennsylvania corporation formed under the Canada Business Corporations Act, the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, ABN AMRO BANK N.V., as U.S./European issuing bank (in such capacity, “U.S./European Issuing Bank”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian issuing bank (in such capacity, “Canadian Issuing Bank”), ABN AMRO BANK N.V., as swingline lender (in such capacity, “U.S. Swingline Lender”), ABN AMRO BANK N.V., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, LASALLE BUSINESS CREDIT, LLC as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the holder of all of Issuing Bank, LASALLE BUSINESS CREDIT, LLC as funding agent (in such capacity, “Funding Agent”) for the Capital Stock of 00xx Xxxxxx Secured Parties and the Issuing Bank, UBS SECURITIES LLC, as syndication agent ("GHDS" and together with Birmingham and 57th Streetin such capacity, the "Spa Sellers", and individually, a "Spa Seller"“Syndication Agent”), GH DAY SPA SECOND STREETBANK OF AMERICA, LLCN.A., a Pennsylvania limited liability company ("Second Street" NATIONAL CITY BUSINESS CREDIT, INC. and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, CIT BUSINESS CREDIT CANADA INC., a Pennsylvania corporation as documentation agents ("Greenhouse"and together with the Operational Sellersin such capacity, the "Sellers"“Documentation Agents”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian funding agent (in such capacity, “Canadian Funding Agent”), ABN AMRO BANK N.V., acting through its Canadian branch, as Canadian administrative agent (in such capacity, “Canadian Administrative Agent”), and individually, a "Seller"), TGH, ABN AMRO INCORPORATED and UBS SECURITIES LLC, a Pennsylvania limited liability company as joint lead arrangers and joint bookmanagers ("TGH") and the holder of all of the Capital Stock of Greenhousein such capacities, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"“Arrangers”), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased Assets Schedule 1.2 Excluded Assets Schedule 2.2 Assumed Liabilities Schedule 2.6 Allocation of 1.10 Closing Balance Sheet; Closing Date Indebtedness Amount; Adjustment to Seller Consideration Schedule 2.11 Listed Percentages 1.11 Acquisition Candidates Schedule 3.4 Consents 2.1(b) Articles of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents Incorporation and Bylaws of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status 2.2(b) Subsidiaries Schedule 4.12 Related Party 2.2(c) Agreements Relating to the Company Stock Schedule 4.13 2.4 Conflicts, Consents and Approvals Schedule 2.5 Litigation Schedule 4.15 Compliance With Laws 2.6(a) Financial Statements Schedule 4.16(d2.6(b) Exceptions to Financial Statements Schedule 2.8 Tax Matters Schedule 2.9 Undisclosed or Contingent Liabilities Schedule 2.10(a) Personal Property Schedule 2.10(c) Owned Real Property/Tenant Leases/Landlord Leases Schedule 2.10(d) Title Exceptions - Owned Real Property Schedule 2.10(e) Title Exceptions - Leasehold Estates (Subsidiaries) Schedule 2.10(f) Title Exceptions - Leasehold Estates (The Company) Schedule 2.10(h) Exceptions to Exclusive Possession, Rent Payments, and Tenant Improvement Work Schedule 2.10(i) Real Property Casualties and Defaults Schedule 2.10(k) Matters Impairing Use of Property and Operations Schedule 2.11(a) Insurance Schedule 2.11(b) Bonding Arrangements Schedule 2.12(a) Environmental Matters (Operations Schedule 2.12(b) Hazardous Substances Schedule 2.12(c) Underground Tanks Schedule 2.13 Intellectual Property Schedule 2.14 Permits Schedule 2.15 Compliance with Laws Schedule 2.16 Labor Matters Schedule 2.17 Changes Since June 30, 1997 Schedule 2.18 Transactions with Affiliates Schedule 2.19 Contracts and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance 2.20(a) Benefit Plans Schedule 4.26(a2.20(c) Employee Benefit Plan Exceptions Schedule 3.1(a) Ownership of Shares Schedule 3.1(b) Seller Stock Agreement Schedule 3.3 Conflicts, Consents and Approvals of Sellers Schedule 4.3 Conflicts, Consents and Approvals of Newco and BRS Schedule 4.6 Brokers or Finders Schedule 5.7 Transfer of Certain Assets Schedule 5.8 Voting, Shareholders Agreement and Other Matters Schedule 5.9 Competition Schedule 6.2 (Employees; Compensationj) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into as of April 30, 2001 by 6.2(l) Closing Approvals and among XXXXXXX SPAS USA, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.Consents - DEFINED TERMS

Schedules. Schedule 1.1 1.1(i) Active Intellectual Property Schedule 1.1(ii) Announcement Effect Parties Schedule 1.1(iii) Excluded Shared Facilities Schedule 1.1(iv) Real Property Schedule 1.1(v) Permitted Liens Schedule 1.1(vi) Private Label Product Schedule 1.1(vii) Purchased Assets Intellectual Property Schedule 1.2 1.1(viii) Retained Liabilities Schedule 1.1(ix) Additional Retained and Excluded Liabilities Schedule 2.1(k) Included Leased Real Property Schedule 2.2(h) Excluded Contracts Schedule 2.2(k) Excluded Assets Schedule 2.2 Assumed Liabilities Schedule 2.6 3.4 Allocation of Consideration Schedule 2.11 Listed Percentages 3.5 Documents to be Delivered by Sellers Schedule 3.4 Consents of Shareholders 3.7 Canadian Tax Matters Schedule 4.1 Organization Organization; Authority; Binding Obligation; Capitalization Schedule 4.2 Qualification Noncontravention; Consents Schedule 4.3 Title and Condition of Assets; Sufficiency Schedule 4.4 Equipment Schedule 4.5 Consents of Seller Parties Inventory Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 4.6 Financial Statements Schedule 5.4 4.10 Compliance with Applicable Laws Schedule 4.11 Tax Matters Schedule 4.12 Intellectual Property Schedule 4.13 Material Contracts Schedule 4.14 Legal Proceedings Schedule 4.15 Product Warranty; Products Liability Schedule 4.16 Employees; Labor Matters Schedule 4.17 Employee Benefits Schedule 4.18 Environmental, Health and Safety Matters Schedule 4.19 Customers and Suppliers Schedule 4.20 Real Property Schedule 4.21 Insurance Schedule 4.22 Affiliate Transactions Schedule 4.24 Permits Schedule 4.26 Bank Accounts Schedule 5.2 Noncontravention; Consents Schedule 7.10 Certain Terms 6.2 Required Consents Schedule 6.3 Interim Conduct of Xxxxxxx Employment the Business Schedule 6.8 Affiliate Agreements Schedule 7.11 Certain Terms 7.3 Employee Matters Schedule 7.6 Confidentiality, Non-Competition and Non-Solicitation Schedule 8.3 Absence of License Schedule 7.17 Termination Litigation EXHIBITS Exhibit A Form of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE Assignment of Trademarks Exhibit B Form of Xxxx of Sale and Assignment and Assumption Agreement Exhibit C Form of Flow of Funds Memorandum Exhibit D Form of Transition Services Agreement ACQUISITION AGREEMENT This Asset Purchase Agreement ACQUISITION AGREEMENT (this “Agreement”) is made and entered into as of April 306, 2001 2007 by and among XXXXXXX SPAS USA, INC.Burtek Systems Corp., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited Nova Scotia unlimited liability company ("Birmingham"the “Company”), 00xx XXXXXX DAY SPAXxxxxxxxxx Electronics, LLCLtd., a New York limited liability company Delaware corporation ("57th Street"“Xxxxxxxxxx”), GH DAY SPASand each other Subsidiary of Xxxxxxxxxx set forth on the signature pages hereto (collectively with Xxxxxxxxxx, INC.but excluding the Company, a Pennsylvania corporation “Sellers” and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and each individually, a "Spa “Seller"”), GH DAY SPA SECOND STREET, LLCand Honeywell International Inc., a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania Delaware corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"“Purchaser”), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased Assets Permitted Liens Schedule 1.2 Excluded Assets 2.3(a) Net Working Capital Principles Schedule 2.2 Assumed Liabilities 2.3(e)(ii) Proportions Schedule 2.6 Allocation of Consideration 3.2(f) Resignations Schedule 2.11 Listed Percentages Schedule 3.4 3.2(i) Required Consents of Shareholders Schedule 4.1 Organization and Standing Schedule 4.2 Qualification 4.2(b) Company Stockholders Schedule 4.5 4.2(c) Company Optionholders Schedule 4.4(a)(ii) No Conflict; Required Filings and Consents of Seller Parties Schedule 4.4(b) No Conflict; Required Filings and Consents Schedule 4.5(a) Financial Statements Schedule 4.5(b) Interim Financial Statements (GAAP Exceptions) Schedule 4.5(d) Financial Institutions Schedule 4.5(e) Accounts Receivable Schedule 4.5(g) Company Debt Schedule 4.6 Taxes Schedule 4.8(b) Leased Real Property Schedule 4.9 No Subsidiaries Compliance with Laws Schedule 4.10 Capital Stock of the Sellers and the Company 4.11(a) Employee Plans Schedule 4.11 Predecessor Status 4.11(b) Exceptions to Employee Plans Schedule 4.12 Related Party 4.11(i) Accelerated Payments Schedule 4.11(j) Section 280G Schedule 4.12(a) Material Contracts Schedule 4.13 Litigation Legal Proceedings Schedule 4.14(a) Intellectual Property Schedule 4.14(b) Title to Intellectual Property Schedule 4.14(c) Intellectual Property - Exclusive Licenses Schedule 4.14(e) Intellectual Property Infringement Schedule 4.14(f) Infringement on Company-Owned Intellectual Property Schedule 4.14(i) Forms Schedule 4.14(l) Open Source Software Schedule 4.14(m) Company Source Code Schedule 4.15 Compliance With Laws Insurance Schedule 4.16(b) Current Employees Schedule 4.16(c) Independent Contractors Schedule 4.16(d) Employee Actions Schedule 4.17 Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Conduct of Business in Ordinary Course Schedule 4.19 Real Properties 4.19(a)(i) Material Customers Schedule 4.19(h4.19(a)(ii) Service Contracts SCHEDULES (continuedMaterial Customers Schedule 4.19(b)(i) Material Suppliers Schedule 4.20(a4.19(b)(ii) Capital Leases Material Suppliers Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Transactions and Agreements Schedule 7.11 Certain Terms 7.1 Interim Operations of License Schedule 7.17 Termination the Company Exhibits Exhibit A Stockholders Exhibit B Optionholders Exhibit C Form of Escrow Agreement Exhibit D Form of Holdback Agreement Exhibit E Key Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET Exhibit F R&W Insurance Policy Exhibit G Seller Press Release STOCK PURCHASE AGREEMENT This Asset Purchase Agreement THIS STOCK PURCHASE AGREEMENT (this “Agreement”), is entered into dated as of April July 30, 2001 2018 (the “Effective Date”), by and among XXXXXXX SPAS USA, INC.Blue Microphones Holding Corporation, a Florida Delaware corporation ("Buyer" as modified pursuant to Section 1.4the “Company”), BIRMINGHAM DAY SPARiverside Micro‑Cap Fund II, LLCL.P., a Pennsylvania Delaware limited liability company partnership ("Birmingham"“Riverside”), 00xx XXXXXX DAY SPAin its capacity as a stockholder of the Company and as the Seller Representative, LLCthe other stockholders of the Company listed on Exhibit A attached hereto (collectively with Riverside, the “Stockholders”), the holders of Options listed on Exhibit B attached hereto (the “Optionholders” and, collectively with the Stockholders, the “Sellers”), Logitech Europe S.A., a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared duly organized under the laws of the State Canton of Pennsylvania Vaud, Switzerland (the "Trust"“Buyer”) and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individuallyfor purposes of Section 10.11 only, Logitech Inc., a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust California corporation (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"“Logitech US”). The SellersUnless the context otherwise requires, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein in this Agreement that are capitalized and not otherwise defined in context have the meanings set forth or cross‑referenced in Article XII and throughout I or elsewhere in this Agreement.

Schedules. Schedule 1.1 Purchased Assets 1.01(a) Korean Opco Security Documents Schedule 1.2 Excluded Assets 1.01(b) Material Indebtedness Schedule 2.2 Assumed Liabilities 1.01(c) Refinancing Indebtedness to Be Repaid Schedule 2.6 Allocation 1.01(d) Subsidiary Guarantors Schedule 2.17 Existing Letters of Consideration Credit Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 3.03 Governmental Approvals; Compliance With with Laws Schedule 4.16(d3.05(b) Real Property Schedule 3.06(b) Intellectual Property Registrations Schedule 3.06(c) Violations or Proceedings Schedule 3.07(a) Equity Interests Schedule 3.07(c) Corporate Organizational Chart Schedule 3.18 Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 3.19 Insurance Schedule 4.26(a4.01(g) Employee Local Counsel Schedule 4.01(n) Intercompany Loan Documents Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 4.01(r)(i) Korean Opco Guarantee Schedule 5.13 Post-Closing Matters (Employees; CompensationSchedule 6.01(b) Existing Indebtedness Schedule 4.26(c6.02(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Existing Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms 6.04(b) Existing Investments EXHIBITS Exhibit A Form of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms Administrative Questionnaire Exhibit B Form of License Schedule 7.17 Termination Assignment and Assumption Exhibit C Form of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AGREEMENT This Asset Purchase Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement is entered into as Exhibit G Form of April 30, 2001 by Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J [Intentionally Omitted] Exhibit K-1 Form of Revolving Note Exhibit K-2 Form of Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M Form of Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and among XXXXXXX SPAS USA, INCExchange Commission upon request., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased Assets 1.1(a) Illustrative Calculation Schedule 1.2 Excluded Assets 1.1(b) Permitted Liens Schedule 2.2 Assumed 3.2 Noncontravention Schedule 3.3(a) Liens on Subject Interests Schedule 3.3(b) Schedule 3.4(a) Capitalization Exceptions Subsidiaries Schedule 3.5(a) Financial Statements Schedule 3.5(b) Liabilities Schedule 2.6 Allocation of Consideration 3.5(c) Accounts Receivable Schedule 2.11 Listed Percentages 3.6 Material Adverse Effect Schedule 3.4 Consents of Shareholders 3.7 Certain Developments Schedule 4.1 Organization 3.8(a) Real Property Schedule 4.2 Qualification 3.8(b) Rights-of-Way Schedule 4.5 Consents of Seller Parties 3.9(a) Tax Returns Schedule 4.9 No Subsidiaries 3.9(c) Tax Audit Schedule 4.10 Capital Stock of the Sellers and the Company 3.9(e) Tax Extension Schedule 4.11 Predecessor Status 3.10(a) Material Contracts Schedule 4.12 Related Party 3.10(b) Material Contracts Exceptions Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d3.11(b) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments 3.11(c) Proprietary Rights Exceptions Schedule 4.25 3.12 Litigation Schedule 3.14(a) Acquired Entity Benefit Plans Schedule 3.14(f) Reimbursements Under Benefit Plans Schedule 3.15 Employee Matters Schedule 3.16 Insurance Schedule 4.26(a3.17(a) Employee Compliance with Laws Schedule 3.17(b) Permit Matters (Employees; CompensationSchedule 3.18 Environmental Matters Schedule 3.19 Title to Assets Schedule 3.20 Condition of Assets Schedule 3.21 Affiliate Transactions Schedule 4.3 Seller Ownership of the Subject Interests Schedule 6.13(a) Non-Continuing Employees Schedule 4.26(c6.13(b) Employee Matters (Employee Benefit Plans) Potential Employees Schedule 4.26(e) Employee Matters (Pension Plans) 6.14 Credit Support Obligations Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 6.21 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET Affiliate Transactions EXHIBITS Exhibit A Form of Assignment EQUITY PURCHASE AGREEMENT This Asset Equity Purchase Agreement (this “Agreement”) is made and entered into as of April 30May 25, 2001 2022, by and among XXXXXXX SPAS USASendero Midstream Partners, INC.LP, a Florida Delaware limited partnership (the “Partnership”), Energy Capital Partners III, LP, a Delaware limited partnership (“ECP III”), Energy Capital Partners III-A, LP, a Delaware limited partnership (“ECP III-A”), Energy Capital Partners III-B (Sendero IP), LP, a Delaware limited partnership (“ECP III-B”), Energy Capital Partners III-C (Sendero IP), LP, a Delaware limited partnership (“ECP III-C”), Carlsbad Co-Invest, LP, a Delaware limited partnership (“Carlsbad CIV”), ECP III (Sendero Co-Invest) Corp, a Delaware corporation ("Buyer" as modified pursuant to Section 1.4“ECP III CIV” and, together with ECP III, ECP III-A, ECP III-B, ECP III-C and Carlsbad CIV, the “ECP Parties”), BIRMINGHAM DAY SPASendero Midstream Management, LLC, a Pennsylvania Delaware limited liability company ("Birmingham"“Sendero Management” and, together with the ECP Parties, “LP Interest Sellers”), 00xx XXXXXX DAY SPASendero Midstream GP, LLC, a New York Delaware limited liability company and the general partner of the Partnership (the “General Partner” and, together with the LP Interest Sellers, “Sellers”), and Crestwood Midstream Partners LP, a Delaware limited partnership (the “LP Buyer”), Crestwood Sendero GP LLC, a Delaware limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" “GP Buyer” and together with the Spa SellersLP Buyer, each a “Buyer” and collectively, the "Operational Sellers"“Buyers”), and individuallyand, an "Operational Seller") THE GREENHOUSE SPAsolely for purposes of Section 8.14, INC.Crestwood Equity Partners LP, a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania Delaware limited liability company ("TGH") partnership and the holder indirect owner of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania Buyers (the "Trust") “Guarantor”). Each Seller and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes Buyers may be referred to hereinherein as a “Party” and, individuallycollectively, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller “Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.”

Schedules. Schedule 1.1 Purchased Assets 1.1(A) - Encumbrances Schedule 1.2 1.1(B) - Pro Forma Working Capital Schedule 2.2(j) - Excluded Assets Schedule 2.2 Assumed 2.4(a)(viii) - Allocation of Certain Liabilities Schedule 2.6 2.4(b)(xv) - Prior Acquisition Liabilities Schedule 2.5 - Allocation of Consideration Methodology Schedule 2.11 Listed Percentages 2.7(a)(ix) - Consents and Governmental Authorizations Schedule 3.4 Consents of Shareholders 3.1(a) - Organization and Good Standing Schedule 4.1 Organization 3.1(b) - Subsidiaries Schedule 4.2 Qualification 3.2(c) - Notice and Consent Schedule 4.5 Consents 3.3 - Ownership of Seller Parties Schedule 4.9 No Subsidiaries 3.6 - Sufficiency of Assets Schedule 4.10 Capital Stock of the Sellers and the 3.8 - Leased Real Property Schedule 3.10(b) - Tangible Personal Property Possession Schedule 3.11 - Accounts Receivable Schedule 3.16(a) - Employee Benefits - Company Benefit Plans Schedule 4.11 Predecessor Status 3.16(b) - ERISA Schedule 4.12 Related Party 3.16(c) - COBRA Schedule 4.13 Litigation Schedule 4.15 3.17(a) - Compliance With with Laws Schedule 4.16(d3.17(b) - Compliance with Governmental Authorizations Schedule 3.18 - Legal Proceedings Schedule 3.19 - Absence of Certain Changes and Events Schedule 3.20(a) - Contracts Schedule 3.20(b) - Related Person or Seller Schedule 3.21 - Insurance Schedule 3.22 - Environmental Matters (Operations Schedule 3.22(g) - Environmental Reports Schedule 3.23 - Occupational Safety and ActivitiesHealth Matters Schedule 3.24(a) - Employees Schedule 4.16(f3.24(b) Environmental Matters (Assessments - Employees at Will Schedule 3.24(c) - Contracts with Current Employees Schedule 3.26(a) - Intellectual Property Schedule 3.26(d) - Computer Software Program Schedule 3.29 - Customers and AuditsSuppliers Schedule 3.30 - Relationships with Related Persons Schedule 3.31 - Brokers or Finders Schedule 3.32 - Warranties Schedule 7.1(a) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 - Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AND CONTRIBUTION AGREEMENT This Asset Purchase and Contribution Agreement is entered into (“Agreement”), dated as of April November 30, 2001 2017, is made by and among XXXXXXX SPAS USA, INC.FF US Acquisition Corp., a Florida Delaware corporation ("“Buyer" as modified pursuant to Section 1.4”), BIRMINGHAM DAY SPA, LLCFF US Holding Corp., a Pennsylvania limited liability company Delaware corporation ("Birmingham"“Buyer Parent”), 00xx XXXXXX DAY SPAFlagship, LLCInc., d/b/a New York limited liability company Tuscany, an Indiana corporation ("57th Street"“Seller”), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxxx Xxxxxx ("GHDS" “Xx. Xxxxxx”), and Xxxx Xxxxxxxxxxx (“Xx. Xxxxxxxxxxx” and together with Birmingham and 57th StreetXx. Xxxxxx, the "Spa Sellers", and individually, a "Spa Seller"“Owners”), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all . Each of the Capital Stock of GreenhouseOwners, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") Buyer and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH Seller are sometimes individually referred to herein, individually, herein as a “Party” and collectively as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller “Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement”.

Schedules. Schedule 1.1 Purchased Distribution Centers Schedule 1.2 Restricted Business Excluded Countries Schedule 1.3 Non-Shared Contracts Schedule 1.4 Transferred Entities Schedule 1.5 Extended Requirements Brands Schedule 1.6(a)(i) Cereal Brands Schedule 1.6(a)(ii) Granola Brands Schedule 1.6(a)(iii) Cereal Bites Brands Schedule 1.6(a)(iv) Cookies Brands Schedule 1.6(a)(v) Core Brands Schedule 1.6(b) WKKC Licensing Arrangements Schedule 1.7 Excluded WKKC Contracts Schedule 1.8 Certain WKKC Contracts Schedule 1.9 Distribution Centers Fully Subleased to WKKC Schedule 2.1(a) Internal Reorganization Step Plan Schedule 2.2(a)(iv) WKKC Owned Real Property Schedule 2.2(a)(vi) WKKC Permits Schedule 2.2(a)(viii) WKKC Tangible Personal Property Schedule 2.2(a)(xiii) WKKC Information Technology Schedule 2.2(a)(xvi) WKKC Data Schedule 2.2(a)(xvii) Certain WKKC Assets Schedule 1.2 Excluded 2.2(b)(v) Certain Kellanova Assets Schedule 2.2 Assumed 2.3(a)(vii) Certain WKKC Liabilities Schedule 2.6 2.3(a)(viii) Certain WKKC Claims Schedule 2.3(b)(v) Certain Kellanova Liabilities Schedule 2.7(b) Surviving Intercompany Agreements Schedule 3.2(c) Directors and Officers Schedule 4.3(e) Specified Kellanova Information Schedule 10.9 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents Certain Costs and Expenses EXHIBITS Exhibit A Form of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents Amended and Restated Certificate of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock Incorporation of the Sellers WKKC Exhibit B Form of Amended and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence Restated Bylaws of Changes Schedule 4.29 Bank Relationships; Power WKKC Exhibit C Form of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE Distribution Center Sublease Agreement SEPARATION AND DISTRIBUTION AGREEMENT This Asset Purchase Agreement is entered into SEPARATION AND DISTRIBUTION AGREEMENT, dated as of April 30[•], 2001 2023 (this “Agreement”), is by and among XXXXXXX SPAS USA, INC.between Xxxxxxx Company, a Florida Delaware corporation ("Buyer" as modified pursuant to Section 1.4“Kellanova”), BIRMINGHAM DAY SPA, LLCand WK Xxxxxxx Co, a Pennsylvania limited liability company Delaware corporation ("Birmingham"), 00xx XXXXXX DAY SPA, LLC“WKKC” and each of Kellanova and WKKC, a New York limited liability company ("57th Street")“Party”, GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Streetcollectively, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"“Parties”). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized Capitalized terms used herein are and not otherwise defined shall have the respective meanings assigned to them in Article XII and throughout this Agreement.I.

Schedules. Schedule 1.1 Purchased Assets 1.1(a) Assigned Contracts Schedule 1.2 1.1(b) Tangible Personal Property Schedule 1.1(c) Leasehold Interests Schedule 1.1(h) Employee Benefit Plans Schedule 1.1(i) Insurance Policies Schedule 1.2(e) Excluded Accounts and Notes Receivable Schedule 1.2(f) Certain Excluded Assets Schedule 2.2 1.4(a) Excluded Intercompany Liabilities Schedule 1.4(e) Certain Excluded Liabilities Schedule 2.2(a) Working Capital Adjustments Schedule 2.2(b) Working Capital Statement Schedule 4.5(a) Permitted Public Announcement Schedule 4.9(a)(i) Website Transition Services Schedule 4.12(b)(1) Process for Deleting Company Customer List from TeenBase Schedule 4.12(b)(2) Permitted Cross-marketing Activities Disclosure Schedule Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission Pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934. iv INDEX TO DEFINED TERMS Accountant’s Working Capital 2.2(d) Acquired Assets 1.1 Acquisition Proposal 4.4(a) Actions 3.1(i) Adjustment Notice 2.2(c) Affiliate 6.1(a) Agreement Preamble Assigned Contracts 1.1(a) Assumed Liabilities 1.3 Assumed Plan 4.6(b) Business Day 1.5 Buyer Preamble Buyer Event of Indemnification 6.2(a) Buyer Indemnified Persons 6.1(c)(i) Buyer Indemnifying Persons 6.1(d)(ii) Closing 1.5 Closing Date 1.5 COBRA Coverage 3.1(k)(iii) Code 3.1(e) Company Preamble Company Business 4.10 Company Contracts 3.1(h) Company Customer List 4.12(b) Company Employee 4.6(a) Company Event of Indemnification 6.2(b) Company Indemnified Persons 6.1(c)(ii) Company Indemnifying Persons 6.1(d)(i) Company Intellectual Property 3.1(g) Continuing Employee 4.6(a) Contracts 3.1(h) Current Assets 2.2(a)(i) Current Liabilities 2.2(a)(ii) Damages 1.1(g) Dan’s House File 4.12(b) Deposit 2.1 Disclosure Schedule 2.6 Allocation 3.1 Dispute Notice 2.2(d) Employee Benefit Plans 3.1(k)(i) Encumbrance 3.1(c) ERISA 3.1(k)(i) Escrow Agent 2.1 Portions of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock this Exhibit were omitted and have been filed separately with the Secretary of the Sellers Commission Pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934. Escrow Agreement 2.1 Estimated Working Capital 2.2(b) Event of Indemnification 6.1(b) Excluded Assets 1.2 Excluded Liabilities 1.4 Final Working Capital 2.2(d) Governmental Authority 3.1(c) Governmental Permits 3.1(j)(ii) Income Tax 3.1(e) Income Tax Return 3.1(e) Indemnified Persons 6.1(c) Indemnifying Persons 6.1(d) Independent Accountant 2.2(d) Intellectual Property 3.1(g) IRS 3.1(e) Licensed Intellectual Property 3.1(g) Losses 6.1(e) Material Adverse Change 3.1(d) Material Adverse Effect 3.1(a) Member Preamble Members Preamble Notice of Claim 6.4(a) Other Pre-Closing Tax Returns 4.7(a)(ii) Outside Date 7.1(b) Owned Intellectual Property 3.1(g) Parent Preamble Parent GAAP 2.2(a)(i) Permitted Encumbrances 3.1(f) Person 3.1(g) Promissory Note 2.1 Public Announcement 4.5(a) Purchase Price 2.1 Related Agreements 3.1(c) Representatives 4.4(a) Revised Working Capital 2.2(c) Shared Customer List 4.12(b) Specified Sales and Use Tax Returns 3.1(e) Straddle Period 4.7(a)(ii) Superior Proposal 4.4(a) Survival Date 6.6 Tax 3.1(e) Tax Audit 4.7(c) Tax Dispute Accountants 4.7(b) Portions of this Exhibit were omitted and have been filed separately with the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Secretary of the Commission Pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934. vi Tax Proceeding 4.7(d) Tax Return 3.1(e) Taxes 3.1(e) TeenBase 4.12(b) Third Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(dClaim 6.5 Trademark Assignment 1.6(b) Environmental Matters (Operations Trademarks 3.1(g) Transfer Documents 1.6 Transferred Books and ActivitiesRecords 1.1(i) Schedule 4.16(fWebsite 4.9(i) Environmental Matters (Assessments Working Capital 2.2(a)(iii) Working Capital Statement 2.2(b) Working Capital Target 2.2(a)(iv) Portions of this Exhibit were omitted and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence have been filed separately with the Secretary of Changes Schedule 4.29 Bank Relationships; Power the Commission Pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 under the Securities Exchange Act of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY 1934. ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of April 30May 31, 2001 2005, is made by and among XXXXXXX SPAS USADAN’S COMPETITION, LLC, a Delaware limited liability company (the “Company”), ALLOY, INC., a Florida Delaware corporation and the indirect parent of the Company ("Buyer" as modified pursuant to Section 1.4“Parent”), BIRMINGHAM DAY SPA, XP INNOVATION LLC, a Pennsylvania an Indiana limited liability company ("Birmingham")the “Buyer”) and SXXXXX XXXXXX, 00xx XXXXXX DAY SPAWXXXXXX XXXXXXXXXX and DXXXXX XXXXXX, LLCthe sole members of the Buyer (each, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation “Member” and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Streetcollectively, the "Spa Sellers", and individually, a "Spa Seller"“Members”), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased Assets Corporations; Membership Interests Schedule 1.2 Excluded Assets Schedule 2.2 Assumed Liabilities Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders 3.2(b) Indebtedness Schedule 4.1 Organization States Where Licensed To Do Business Schedule 4.2 Qualification 4.3 Governmental and Third Party Consents Schedule 4.5 Consents 4.4(b) Ownership of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and Equity Interests by the Company Schedule 4.5 Ownership of Equity Interests by the Sellers Schedule 4.10 Leased Real Property Schedule 4.11 Predecessor Status Owned Tangible Personal Property; Leases of Personal Property Schedule 4.12 Related Party 4.14 Intellectual Property; Royalties and Fees Schedule 4.13 Litigation 4.15(a) Contracts Schedule 4.15 Compliance With Laws 4.15(f) Complaints, Repricings, Givebacks or Discounts Schedule 4.16(d4.16 Permits Schedule 4.17(a) Insurance Policies Schedule 4.17(b) Insurance Claims Schedule 4.18(a) Employee Benefit Plans Schedule 4.18(s) Foreign Plans Schedule 4.20 Capital Expenditures not yet Completed; Cost Estimate To Complete Schedule 4.21(a) Tax Returns After January 1, 1998 Schedule 4.21(b) Tax Audits After January 1, 1998; Deficiencies from Any Tax Audit Being Contested Schedule 4.21(c) Tax Consulting Services Schedule 4.22 Product Liability Claims Pending or Threatened Schedule 4.23(g) Environmental Matters (Operations and ActivitiesReports Schedule 4.24(a) Insurance Deductibles Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 4.26 Bank Relationships; Power of Attorney Accounts Schedule 4.30 Accreditations Contracts with Customers and Suppliers Schedule 4.32 Liens 6.6 Permitted Use of Name Schedule 4.33 Financial Statements 6.7 Contracts To Remain Outstanding Schedule 5.4 Consents 6.10 Permitted Distributions Schedule 7.10 Certain Terms 6.11(j) Tax Liabilities Schedule 13.3 Notice Information for Sellers EXHIBITS -------- Exhibit A Form of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms Stockholder Approval Agreement Exhibit B Form of License Schedule 7.17 Termination Non-Compete Agreement Exhibit C Form of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE Registration Rights Agreement Exhibit D Form of Stockholders Agreement Exhibit E Form of Warrant AGREEMENT This Asset Purchase Agreement is entered into as of April 30, 2001 by and among XXXXXXX SPAS USA, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.AND PLAN OF MERGER ----------------------------

Schedules. Schedule 1.1 Purchased Assets 2.3 Indebtedness Schedule 1.2 Excluded Assets Schedule 2.2 Assumed Liabilities Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization 4.1(a) Existence; Good Standing; Authority Schedule 4.2 Capitalization Schedule 4.3(a) Subsidiaries Schedule 4.3(b) Foreign Qualification Schedule 4.4 No Conflicts; Consents Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 4.6(a) Absence of Certain Changes Schedule 4.6(b) Absence of Certain Changes Schedule 4.7 Litigation Schedule 4.8 Taxes Schedule 4.9(a) Employee Benefit Plans Schedule 4.9(b) ERISA Schedule 4.9(d) Effect of Transaction on Benefits Schedule 4.9(e) Section 280G Payments Schedule 4.10(a) Owned Real Property Schedule 4.10(b) Leased Real Property Schedule 4.10(c) Encumbrances Schedule 4.10(c)(vi) Certain Encumbrances Schedule 4.10(d) Assets Schedule 4.11(a) Labor and Employment Matters Schedule 4.11(b) Organized Labor Agreements Schedule 4.12 Contracts and Commitments Schedule 4.13(a) Patents, Marks and Copyrights Schedule 4.13(b) Intellectual Property Encumbrances Schedule 4.13(f) Intellectual Property Licenses Schedule 4.14 Environmental Matters Schedule 4.15 Insurance Schedule 4.17 Compliance with Laws Schedule 4.18 Licenses and Permits Schedule 4.20 Undisclosed Liabilities Schedule 4.21 Affiliate Transactions Schedule 4.22 Customers and Suppliers Schedule 4.24 Warranty Schedule 4.25 Indebtedness Schedule 5.2 Authorization Schedule 5.3 No Conflicts; Consents Schedule 7.10 Certain Terms 6.1 Conduct of Xxxxxxx Employment Business Schedule 6.3 Affiliated Transactions Schedule 7.8(b) Indemnification Agreements Schedule 7.11 Certain Terms of License 8.2(d) Required Consents Schedule 7.17 Termination of Employees 9.2 Indemnity Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE 11.6(n) Working Capital Schedule 11.6(w) Pro Rata Portion Schedule 11.6(z) Responsible Pro Rata Portion AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER This Asset Purchase Agreement AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into dated as of April 30January 5, 2001 2007, by and among XXXXXXX SPAS USAWII Holding, INC.Inc., a Florida Delaware corporation ("Buyer" as modified pursuant to Section 1.4“Parent”), BIRMINGHAM DAY SPA, LLCWII Merger Corporation, a Pennsylvania limited liability company Delaware corporation ("Birmingham"“MergerCo”), 00xx XXXXXX DAY SPAWII Components, LLCInc., a New York limited liability company Delaware corporation ("57th Street"), GH DAY SPAS, INC.the “Company”) and Xxxxxxx Capital III L.P., a Pennsylvania corporation and Delaware limited partnership, solely in the holder of all capacity of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania Stockholders’ Representative (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"“Stockholders’ Representative”). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein in this Agreement are defined in Article XII and throughout Section 11.6 hereof. An index of defined terms used in this AgreementAgreement is attached as Annex A hereto.

Schedules. Schedule 1.1 Purchased Assets 1.1(a) Major Customers Schedule 1.2 2.1 Permitted Liens Schedule 2.1(d) Personal Property Schedule 2.1(e) Intangible Property Schedule 2.1(h) Equity Interests Schedule 2.2 Excluded Assets Schedule 2.2 2.3 Assumed Liabilities Schedule 2.6 2.5(a) Executory Contracts, Intellectual Property Agreements and Cure Amounts Schedule 2.5(b) Real Property Leases and Cure Amounts Schedule 2.5(c) Personal Property Leases and Cure Amounts Schedule 3.1 Retained Employees Schedule 3.2 Approved Cure Amounts Schedule 5.2 Governmental Consents; Compliance with Corporate Documents Schedule 5.3(a) Intellectual Property Rights Schedule 5.3(b) Exceptions to Intellectual Property Title Schedule 5.3(c) Material Adverse Effects on Intellectual Property Rights Schedule 5.3(e) Impairment of Intellectual Property Rights Schedule 5.3(f) Intellectual Property Rights Indemnities Schedule 5.3(g) Intellectual Property Rights Infringements Schedule 5.5 Required Consents Schedule 5.6 Litigation Schedule 5.7 Compliance with Laws and Court Orders Schedule 7.1 Conduct of Business Schedule 7.7(e) Allocation of Consideration Purchase Price Schedule 2.11 Listed Percentages Schedule 3.4 Consents 7.13(b) Key Employees List EXHIBITS Exhibit A Form of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents Assumption Agreement Exhibit B Form of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock Xxxx of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY Sale Exhibit C Budget ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement") is made and entered into as of April 30this 6th day of October, 2001 2004 by and among XXXXXXX SPAS USAbetween Commerce One, INC.Inc., a Florida corporation ("Buyer" as modified pursuant to Section 1.4)Delaware corporation, BIRMINGHAM DAY SPACommerce One Operations, LLCInc., a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania Delaware corporation and wholly-owned subsidiary of Commerce One, Inc. (collectively Commerce One, Inc. and Commerce One Operations, Inc. are referred to herein as the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, Commerce Acquisition LLC, a Pennsylvania Delaware limited liability company (the "TGHBuyer") and, solely for the purposes as specifically set forth herein, ComVest Investment Partners II LLC ("ComVest") and the holder of all of the Capital Stock of GreenhouseDCC Ventures, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9thLLC ("DCC") (collectively, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "TrustSecured Creditors") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased 1.6 Assumed Contracts Schedule 1.18 Consents Schedule 1.26 Equipment Schedule 1.38 Insurance Policies Schedule 1.48 Permits Schedule 1.49 Permitted Liens Schedule 1.54 Real Property Schedule 2.3 Principles, Policies and Practices in Preparing the Final Balance Sheet Schedule 3.1 Organization of Seller Schedule 3.3 Violations, Conflicts and Consents Schedule 3.4 Title to Assets Schedule 1.2 Excluded Assets Schedule 2.2 Assumed Liabilities Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 3.5 Litigation Schedule 4.15 Compliance With Laws 3.6 Inventory Schedule 4.16(d) Environmental Matters (Operations and Activities) 3.7 Material Contracts Schedule 4.16(f) Environmental Matters (Assessments and Audits) 3.8 Accounts Receivable Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 3.11 Financial Statements Schedule 5.4 Consents 3.12 Significant Customers Schedule 7.10 Certain Terms of Xxxxxxx 3.14 Permits Schedule 3.15 Taxes Schedule 3.16 Affiliated Transactions Schedule 3.17 Insurance Claims Schedule 3.18 Employment Agreements and Benefits Schedule 7.11 Certain Terms 3.19 Intellectual Property Schedule 3.20 Orders, Commitments and Returns Schedule 3.21 Material Adverse Change Schedule 3.23 Real Property Schedule 3.24 Pricing Audits Schedule 5.3 No Violation or Conflict by the Buyer Schedule 9.6 Employment Matters EXHIBITS Exhibit A Form of License Schedule 7.17 Termination Assignment and Assumption Agreement Exhibit B Form of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY Xxxx of Sale Exhibit C Form of Buyer’s Closing Certificate Exhibit D Form of Buyer’s Secretary’s Certificate Exhibit E Form of Escrow Agreement Exhibit F Form of Seller’s Closing Certificate Exhibit G Form of Seller’s Secretary’s Certificate ASSET PURCHASE AGREEMENT This Asset Purchase Agreement ASSET PURCHASE AGREEMENT is entered into made as of April 30August 19, 2001 2008 by and among XXXXXXX SPAS USAXXXXX & MINOR DISTRIBUTION, INC.. (the “Buyer”), a Florida Virginia corporation, THE XXXXXXX COMPANY, an Illinois corporation ("Buyer" as modified pursuant to Section 1.4the “Seller”), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust X. XXXXXXX (the "Beneficiary"“Stockholder”). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased Assets Persons with Knowledge Schedule 1.2 Excluded Assets Permitted Liens Schedule 2.2 Assumed Liabilities Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a2.1(a)(ii) Capital Leases Schedule 4.21 Proprietary Rights 2.1(a)(v) Assumed Leases Schedule 4.23 Commitments 2.3(a)(iv) Assumed Liabilities Schedule 4.25 Insurance 3.2 Organization Schedule 4.26(a3.4 Conflicts or Violations Schedule 3.5 Customers and Suppliers Schedule 3.6(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 3.6(c) Accounts Payable and Other Accrued Liabilities Schedule 3.7 Undisclosed Liabilities Schedule 3.8 Accounts Receivable Schedule 3.9 Material Adverse Effect Schedule 3.10(b) Lease Obligations Schedule 3.11(a) Personal Property; Liens Schedule 3.11(b) Leased Personal Property Schedule 3.11(e) Retained Assets Schedule 3.12(a) Legal Requirements Schedule 3.12(b) Permits Schedule 3.12(c) Retained Permits Schedule 3.13 Affiliate Agreements Schedule 3.14(a) Contracts Schedule 3.14(c) Material Breach or Default Schedule 3.14(d) Retained Contracts Schedule 3.15(a) Scheduled Intellectual Property Schedule 3.15(b) Intellectual Property Contracts Schedule 3.15(c) Expired, Lapsed or Abandoned Intellectual Property Schedule 3.15(d) Exceptions for Trade Secrets Schedule 3.15(e) Infringement Schedule 3.15(f) Governmental Consents, Filings and Authorizations Schedule 3.15(k) Retained Intellectual Property Schedule 3.16(a) Software Schedule 3.16(b) Restrictions on Software Transferability Schedule 3.16(c) Defects and Errors Schedule 3.16(d) Bugs and Viruses Schedule 3.16(e) Retained Software Schedule 3.17 Transferred Employees and Labor Relations Schedule 3.18(b) Employees 401(k) Schedule 3.19 Insurance Schedule 3.20 Litigation Schedule 3.21 Environmental Matters Schedule 3.22 Tax Matters Schedule 3.23 Unaudited Operations Schedule 3.26 Owned Research Reports Schedule 4.2 Purchaser Litigation Schedule 4.3 Purchaser Conflicts or Violations Schedule 5.3 Scheduled Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of 5.8 Benefits to Transferred Employees Schedule 15.12 Build Out Expenses EXECUTION COPY 6.3(d) Key Employees EXHIBITS Exhibit A Escrow Agreement Exhibit B Transition Services Agreement Exhibit C Trademark Assignment Agreement Exhibit D Seller’s Opinion of Counsel Exhibit E Employment and Non-Compete Agreements ASSET PURCHASE AGREEMENT This Asset Purchase Agreement THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of April 30March 28, 2001 2006, by and among XXXXXXX SPAS USA, INC.Jupitermedia Corporation, a Florida corporation ("Buyer" as modified pursuant to Section 1.4)Delaware corporation, BIRMINGHAM DAY SPAxxxxxxxx.xxx Limited, an entity organized under the laws of England and Wales, and Jupitermedia GmbH, an entity organized under the laws of Germany, on the one hand, and JupiterResearch, LLC, a Pennsylvania Delaware limited liability company ("Birmingham")company, 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INCon the other hand., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased Assets 1.04 Maximum Closing Indebtedness Amount and Maximum Transaction Fees Amount Schedule 1.2 Excluded Assets 1.04(b) First Escrow Amount Schedule 2.2 Assumed 1.04(c)(iv)(i) Indebtedness Schedule 1.04(c)(iv)(ii) Payoff Indebtedness Schedule 1.07 October 3, 2015 and October 31, 2015 Working Capital Illustration Schedule 3.01(a) Holders of Record Schedule 3.01(a)(i) Convertible Securities Schedule 3.01(a)(ii) Redemption or Repurchase Obligations Schedule 3.01(b) Company Stock Options Schedule 3.01(c) Phantom Stock Awards Schedule 3.02 Subsidiaries Schedule 3.04 Conflicts Schedule 3.05 Consents Schedule 3.07 Litigation Schedule 3.08 Organization and Authority Schedule 3.09(a)(i) Audited Financial Statements of V Sub Schedule 3.09(a)(ii) Unaudited Financial Statements of V Sub as at July 4, 2015 and September 5, 2015 Schedule 3.09(a)(iii) Unaudited Yearly Financial Statements of the Company as at January 3, 2015 Schedule 3.09(a)(iv) Unaudited Financial Statements of the Company as at July 4, 2015 and September 5, 2015 Schedule 3.09(a)(v) Unaudited Yearly Financial Statements of the Jostens Division as at January 3, 2015 Schedule 3.09(a)(vi) Unaudited Financial Statements of the Jostens Division as at July 4, 2015 and September 5, 2015 Schedule 3.09(b) Exceptions to GAAP Schedule 3.09(e) Financial Reporting Internal Controls Schedule 3.09(h) September 5, 2015 Working Capital Illustration Schedule 3.10 Undisclosed Liabilities Schedule 2.6 Allocation 3.11(a) Patents and Trademarks Schedule 3.11(b) and (c) Intellectual Property Claims and Notices Schedule 3.11(f) Data Security and Privacy Schedule 3.11(g) Systems Schedule 3.12(a) Material Contracts Schedule 3.13(a) Employee Plans Schedule 3.13(b)(i) Audit, Investigations and Administrative Proceedings Schedule 3.13(b)(ii) Pending Determination Letters Schedule 3.13(c) Claims or Litigation Regarding Plans Schedule 3.13(d) Title IV Plans Schedule 3.13(e) Multiemployer Plans and Multiple Employer Plans Schedule 3.13(f) Acceleration of Consideration Benefits Schedule 2.11 Listed Percentages 3.13(g) Retiree Benefits Schedule 3.4 Consents 3.14 Absence of Shareholders Certain Changes Schedule 4.1 Organization 3.15 Taxes Schedule 4.2 Qualification 3.16(a) Transactions with Affiliates Schedule 4.5 Consents of Seller Parties 3.16(b) Affiliate Payments Schedule 4.9 No Subsidiaries 3.17(b) Environmental Laws Schedule 4.10 Capital Stock of the Sellers 3.18(a) Leased Real Property and the Owned Real Property Schedule 3.19 Labor Relations Schedule 3.20 Insurance Schedule 3.21 Significant Customers and Suppliers Schedule 3.23 Dispositions; Acquisitions Schedule 3.24 Brokers - Company Schedule 4.11 Predecessor Status 3.25 Company Indebtedness as of September 5, 2015 Schedule 4.12 Related Party 5.07 Brokers – Parent and Merger Sub Schedule 4.13 Litigation 6.03 Rep & Warranty Policy Schedule 4.15 Compliance With Laws 6.05(a) Conduct of Business Schedule 4.16(d6.05(b) Environmental Matters (Operations and ActivitiesConduct of Business Schedule 6.05(c) Conduct of Business Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment 6.10 Collective Bargaining Agreements Schedule 7.11 Certain Terms of License 6.12(c) D&O Indemnity Schedule 7.17 6.17 Termination of Employees Certain Agreements Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE 6.19(b) Termination of Incentive Plans Schedule 6.20 Disposition Schedule 7.02(g) Restrictive Covenant Agreement Schedule 9.02(a) Indemnification EXHIBITS Form of Company Stockholder Approval Exhibit A Form of Letter of Transmittal Exhibit B Form of Restrictive Covenant Agreement Exhibit C ANNEX Annex A Defined Terms AGREEMENT This Asset Purchase Agreement is entered into AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of April 30October 13, 2001 2015, is made by and among XXXXXXX SPAS USA, INC.Jarden Corporation, a Florida Delaware corporation ("Buyer" as modified pursuant to Section 1.4“Parent”), BIRMINGHAM DAY SPAVHC Merger Sub, LLCInc., a Pennsylvania limited liability company Delaware corporation and a wholly-owned subsidiary of Parent ("Birmingham"“Merger Sub”), 00xx XXXXXX DAY SPA, LLCVisant Holding Corp., a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania Delaware corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH"“Company”) and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania Stockholder Representatives (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to as defined herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of solely in their capacity as agents and attorneys-in-fact for the State of Pennsylvania and trustee of the Trust Consideration Recipients (the "Trustee"as defined herein), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Debt to Equity Schedule 1.1 Purchased Permitted Liens Schedule Working Capital Schedule Consents Schedule Schedule 1.1(a) Agreement Regarding Earnout Obligation Schedule 3.2(a) Noncontravention Schedule 3.2(b) Noncontravention (Contracts) Schedule 3.3(a) Capitalization Schedule 3.3(b) Capitalization Exceptions Schedule 3.3(d) Ownership of Other Entities Schedule 3.4(c) Liabilities Schedule 3.5 Material Adverse Effect Schedule 3.6 Certain Developments Schedule 3.7(a) Owned Real Property Schedule 3.7(b) Leased Real Property Schedule 3.8(a) Tax Returns Schedule 3.8(b) Tax Audit Schedule 3.8(c) Tax Extensions Schedule 3.8(e) Disregarded Entities Schedule 3.8(g) Items of Income or Deduction Schedule 3.8(i) Tax Sharing Agreements Schedule 3.8(j) Companies Organized Outside the U.S. Schedule 3.9(a) Material Contracts Schedule 3.9(b) Material Contracts Exceptions Schedule 3.9(c) Material Customers Schedule 3.9(d) Material Suppliers Schedule 3.10(b) Intellectual Property Schedule 3.10(h) No Security Breaches or Incidents Schedule 3.10(i) Compliance with Privacy and Security Requirements Schedule 3.11(a) Litigation Against Atlas Schedule 3.11(b) Litigation by Atlas Schedule 3.11(c) Indemnified Claims Schedule 3.12 Brokerage Schedule 3.13(a) Employees Schedule 3.13(b) Collective Bargaining Agreements Schedule 3.13(c) Employment Laws Exception Schedule 3.14(a) Employee Benefit Plans Schedule 3.14(b) Post-Employment Benefits Schedule 3.14(c) Benefit Plans Administration Schedule 3.14(d) Acceleration of Benefits Schedule 3.15 Insurance Schedule 3.16(a) Compliance with Laws Schedule 3.16(b) Permit Matters Schedule 3.16(c) Permit Matters Schedule 3.17 Environmental Matters Schedule 3.18 Title to Assets Schedule 1.2 Excluded Assets 3.19(a) Government Contracts Schedule 2.2 Assumed Liabilities 3.19(b) Security Clearances Schedule 2.6 Allocation of Consideration 3.20 Directors and Officers Schedule 2.11 Listed Percentages 3.21 Warranty Claims Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization 3.25 Affiliate Transactions Schedule 4.2 Qualification Seller Capitalization and Ownership Schedule 4.3(a) Noncontravention Schedule 4.3(b) Noncontravention (Contracts) Schedule 4.4(a) Litigation Schedule 4.5 Consents Brokerage Schedule 5.2(a) Buyer Group Entities Schedule 5.2(f) Form of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into as of April 30, 2001 by and among XXXXXXX SPAS USA, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Sponsor Loan Agreement.

Schedules. Schedule 1.1 Purchased 1.1(a) Seller Persons with Knowledge Schedule 1.1(b) Purchaser Persons with Knowledge Schedule 2.1(b) Equipment Schedule 2.1(c) Inventory Schedule 2.1(d) Assigned IP Assets Schedule 1.2 Excluded Assets 2.1(f) Assigned Agreements Schedule 2.2 Assumed 2.1(g)(i) Material Permits Schedule 2.1(g)(ii) Other Permits Schedule 2.1(h) Insurance Policies Schedule 2.1(j) Claims and Causes of Action Against Third Parties Schedule 2.1(m) Real Property Schedule 2.1(p) Transferred Bank Accounts Schedule 3.1 Organization and Qualification of Seller Schedule 3.4 Absence of Certain Changes or Events Schedule 3.5 Litigation and Liabilities Schedule 2.6 Allocation 3.6(a) Liens Schedule 3.6(b) Health Status Reports Schedule 3.6(c) Ground Facilities Schedule 3.7 Licenses and Registrations; Compliance with Laws Schedule 3.8(a)(i) Owned Intellectual Property Schedule 3.8(a)(ii) IP Licenses and Licensed IP Schedule 3.8(c)(i) Intellectual Property Claims Schedule 3.8(c)(ii) Infringement by Seller on Intellectual Property of Consideration Third Parties Schedule 2.11 Listed Percentages 3.8(c)(iii) Interference with Seller’s Intellectual Property Schedule 3.4 3.8(d) Persons Waiving Rights to SI Intellectual Property Schedule 3.9 Non-Contravention Schedule 3.10 Consents of Shareholders and Approvals Schedule 4.1 Organization 3.11 Employee Benefits; ERISA Schedule 3.12 Insurance Schedule 3.13(a) Contracts Schedule 3.13(c) Defaults Under Contracts Schedule 3.14 Environmental Contracts Schedule 3.15 Taxes TABLE OF CONTENTS (Continued) Schedule 3.16 Satellite Coordination Agreements Schedule 3.17 Liabilities Schedule 3.18(a) Owned Real Property Schedule 3.18(b) Leased Real Property Schedule 3.19 Labor Issues Schedule 3.21(a)-(e) Government Contracts Schedule 3.22 Government Furnished Equipment Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers Authorizations and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms 4.3 Governmental Consents Schedule 5.1 Conduct of Xxxxxxx Employment Agreements Operations Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of 5.7 Transferred Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into ASSET PURCHASE AGREEMENT, dated as of April 30September 15, 2001 2005 (the “Agreement”), by and among XXXXXXX SPAS USA, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, Space Imaging LLC, a Pennsylvania Delaware limited liability company ("Birmingham"“Seller”), 00xx XXXXXX DAY SPAand OrbImage Holdings, LLCInc., a New York limited liability company ("57th Street")Delaware corporation and OrbImage, GH DAY SPAS, INC.Inc., a Pennsylvania Delaware corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Streetcollectively, the "Spa Sellers", and individually, a "Spa Seller"“Purchaser”), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 AL - Assumed Liabilities Schedule IPME - Idled Production Machinery and Equipment Schedule 1.2 - Agreed Upon Procedures Schedule 3.1 - Locations of Purchased Assets Schedule 1.2 Excluded Assets 3.5 - Liens Schedule 2.2 Assumed Liabilities 3.6 - Absence of Certain Changes Schedule 2.6 Allocation 3.7 - Taxes Schedule 3.8 - Legal Description of Consideration Fxxxxxxx Real Property Schedule 2.11 Listed Percentages 3.9 - Personal Property Schedule 3.4 Consents 3.10 - Condition of Shareholders Property Schedule 4.1 Organization 3.11 - Intellectual Property Schedule 4.2 Qualification 3.12 - Indebtedness Schedule 4.5 Consents of Seller Parties 3.13 - Exceptions to Title to Inventory Schedule 4.9 No Subsidiaries 3.14 - Licenses Schedule 4.10 Capital Stock of the Sellers and the Company 3.15 - Environmental Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 3.16(a) - Litigation Schedule 4.15 3.16(b) - Government Investigation Schedule 3.17(a) - Fxxxxxxx Employee Benefit Plans Schedule 3.17(d) - Severance or Other Fxxxxxxx-Related Employment Obligations Schedule 3.18(a)(i) - Supply & Services Contracts Schedule 3.18(a)(ii) - Sales Contracts Schedule 3.18(a)(iii) - Distributor Contracts Schedule 3.18(a)(iv) - Employment; Affiliate Contracts Schedule 3.18(a)(v) - Leased Personal Property Schedule 3.18(a)(vi) - Other Contracts Schedule 3.18(b) - Assigned Rights Schedule 3.18(c) - Consents to Avoid Default Schedule 3.19 - Products, Services & Warranties Schedule 3.20A - Large Suppliers Schedule 3.20B - Large Customers Schedule 3.21 - Fxxxxxxx Employees Schedule 3.23 - Compliance With Laws with Law Schedule 4.16(d5.2 - Pre-Closing Access, Etc. Schedule 5.6 - Environmental Corrective Actions Schedule 5.7 - Environmental Compliance Matters Schedule 6.19 - Certain Contract Requiring Consent EXHIBITS Exhibit A - Form of Seller's Bringdown Certificate Exhibit B - Form of Bxxx of Sale Exhibit C - Form of Assignment and Assumption Agreement Exhibit D - Form of Assignment of Non-Competition Rights Exhibit E-1 - Form of Trademark/Service mxxx Assignment (U.S.) Exhibit E-2 - Form of Trademark Assignment (Canada) Exhibit E-3 - Form of Domain Name Assignment (U.S.) Exhibit F - Form of Irrevocable Proxy Exhibit G - Form of Assignment of Trademark License Agreement Exhibit H - Form of Limited Warranty Deed Exhibit I - Form of Non-Competition Agreement Exhibit J - Form of Transition Services Agreement Exhibit K - Form of Seller's Secretary's Certificate Exhibit L - Form of Buyer's Bringdown Certificate Exhibit M - Form of Buyer's Secretary's Certificate Exhibit N - Form of Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY Policy ASSET PURCHASE AGREEMENT This Asset Purchase Agreement THIS ASSET PURCHASE AGREEMENT is entered into as made this 30th day of April 30September, 2001 2005, by and among XXXXXXX SPAS USA, between ESSEX ELECTRIC INC., a Florida Delaware corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLCand SOUTHWIRE COMPANY, a Pennsylvania limited liability company Delaware corporation ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "ShareholderBuyer"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased Assets 1.01 Mandatory Cost Formulae Schedule 1.2 Excluded Assets 1.1(d) Existing Letters of Credit Schedule 2.2 Assumed Liabilities 2.1(a) Schedule 2.6 Allocation of Consideration Lenders and Commitments Schedule 2.11 Listed Percentages 3.3 Patriot Act Information; Pledged Equity Interests Schedule 3.4 Consents of Shareholders 3.6 Litigation Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No 3.12 Subsidiaries Schedule 4.10 Capital Stock of the Sellers 3.14 Authorizations, Approvals, Actions, Notes & Filings Schedule 3.16(a) Intellectual Property Schedule 3.16(b) Documents, Instruments and the Company Tangible Chattel Paper Schedule 4.11 Predecessor Status 3.16(c) Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts, Uncertificated Investment Property Schedule 4.12 Related Party 3.16(d) Commercial Tort Claims Schedule 4.13 Litigation 3.23 Material Contracts Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 3.24 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) 3.29 Authorized Officers Schedule 4.26(c) Employee Matters (Employee Benefit Plans) 3.30 Surviving Debt Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 3.31 Liens Schedule 4.33 3.33 Investments Exhibits Exhibit 1.1(a) Form of Account Designation Notice Exhibit 1.1(b) Form of Assignment and Assumption Exhibit 1.1(c) Form of Joinder Agreement Exhibit 1.1(d) Form of Notice of Borrowing Exhibit 1.1(e) Form of Notice of Conversion/Extension Exhibit 1.1(f) Form of Bank Product Provider Notice Exhibit 2.1(a) Form of Funding Indemnity Letter Exhibit 2.1(e) Form of Revolving Loan Note Exhibit 2.2(d) Form of Euro Term Loan Note Exhibit 2.2(g) Form of U.S. Term Loan Note Exhibit 2.4(d) Form of Swingline Loan Note Exhibit 2.16 Form of U.S. Tax Compliance Certificate Exhibit 4.1(b) Form of Officer’s Certificate Exhibit 4.1(f) Form of Solvency Certificate Exhibit 4.1(o) Form of Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms Condition Certificate Exhibit 5.2(b) Form of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into Officer’s Compliance Certificate THIS CREDIT AGREEMENT, dated as of April 30March 11, 2001 2011, is by and among XXXXXXX SPAS USA, INC.XXXXXXXXX TECHNOLOGIES CORPORATION, a Florida Delaware corporation ("Buyer" as modified pursuant to Section 1.4the “Company”), BIRMINGHAM DAY SPA, LLCXXXXXXXXX TECHNOLOGIES EUROPE LIMITED, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared organized under the laws of the State of Pennsylvania United Kingdom (the "Trust"“U.K. Borrower” and, together with the Company, collectively the “Borrowers”), the Guarantors (as hereinafter defined), the Obligated Foreign Subsidiaries (as hereinafter defined), the Lenders (as hereinafter defined) and the holder of all of the Capital Stock of GHDSXXXXX FARGO BANK, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individuallyNATIONAL ASSOCIATION, a "Shareholder")national banking association, XXXXXX XXXXXXX, a resident of as administrative agent for the State of Pennsylvania and trustee of the Trust Lenders hereunder (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellersin such capacity, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement“Administrative Agent”).

Schedules. Schedule 1.1 Purchased Assets 2.5(b)(iv) Individuals Executing a Release Schedule 1.2 Excluded Assets 2.5(b)(xiii) Affiliate Contracts Schedule 2.2 Assumed Liabilities 2.5(b)(xx) Specified Lease Agreement Terms Schedule 2.6 Allocation of Consideration 3.2(a) Liens on Transferred Interests Schedule 2.11 Listed Percentages 3.2(c) Transferred Entities Schedule 3.2(e) Predecessors Schedule 3.4 Newpark Consents of Shareholders and Approvals Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d3.5(a) Environmental Matters (Operations and Activities) Schedule 4.16(f3.5(b) Environmental Matters (Assessments Permits Schedule 3.5(i) Financial Assurances Schedule 3.5(j) Environmental Agreements Schedule 3.5(l) Maintenance and AuditsRepair Schedule 3.6(a) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Annual Financial Statements Schedule 5.4 3.6(d) Liens Securing Indebtedness Schedule 3.6(e) Undisclosed Liabilities Schedule 3.7 Absence of Certain Changes Schedule 3.8(a) Compliance with Law Schedule 3.8(b) Permits Schedule 3.9(a) Owned Real Property Schedule 3.9(b) Leased Real Property Schedule 3.9(c) Mortgaged and Assigned Real Property Schedule 3.10 Legal Proceedings Schedule 3.11(a) Employees Schedule 3.11(b) Consultants and Independent Contractors Schedule 3.11(f) Employment Contracts Schedule 3.12(a) List of Transferred Entities Benefit Plans - Liability Schedule 3.12(b) List of Transferred Entities Plans - Transferred Employees Schedule 3.12(e)(iii) Transferred Entities Benefit Plans Disclosures Schedule 3.12(e)(viii) Transferred Entities Benefit Plans Post-Employment Benefits Schedule 3.12(e)(ix) Change of Control; Severance Benefits Schedule 3.13 Contracts Schedule 3.14 Taxes Schedule 3.15(a) Intellectual Property Schedule 3.15(b) Intellectual Property Status Schedule 3.16(a) Accounts Receivable Schedule 3.16(b) Schedule of Aging Accounts Receivable Schedule 3.17(a) Title to Assets Schedule 3.17(b) Condition of Assets Schedule 3.17(c) Sufficiency of Assets Schedule 3.17(d) Vessels Schedule 3.18(a) Material Customers and Vendors Schedule 3.18(b) Material Customer and Vendor Terminations and Cancellations Schedule 3.18(c) Material Customer and Vendor Status Schedule 3.19(a) Insurance Schedule 3.19(b) Pending Insurance Claims Schedule 3.20 Bank Accounts Schedule 3.21 Affiliated Transactions Schedule 3.24 Service Warranties and Liabilities Schedule 3.25 Capital Expenditures Schedule 4.3 Consents and Approvals Schedule 7.10 Certain Terms 5.7(a) Non-Competition; Non-Solicitation Schedule 5.7(c) Restricted Period Schedule 5.13 Termination of Xxxxxxx Employment Intercompany Agreements Schedule 7.11 Certain Terms of License 5.19 Accounts Receivable in Net Working Capital Schedule 7.17 Termination of Employees 5.21(a) Mississippi Real Property Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into as of April 30, 2001 by and among XXXXXXX SPAS USA, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller"8.2(a)(v) THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.Indemnification Matters

Schedules. Schedule 1.1 Purchased Assets 1.1(b) Personal Property Schedule 1.1(c)-1 Acquired Contracts Schedule 1.1(c)-2 Excluded Contracts Schedule 1.1(j) Computer Equipment, Software and Licenses Schedule 1.1(n) Schedule of Cash Balances Schedule 1.2 Excluded Assets Schedule 1.4(f) Phantom Stock Payments Schedule 2.2 Assumed Liabilities Foreign Jurisdictions Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents 2.4 Ownership of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of Schedule 2.5(b) Defaults; Required Consents Schedule 2.6(b) Leased Real Property Schedule 2.6(c) Certain Matters Concerning the Sellers and the Company Leased Real Property Schedule 4.11 Predecessor Status 2.6(e) Claims on Purchased Assets Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d2.7(a) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Unaudited Financial Statements Schedule 5.4 Consents 2.8(h) Audits Schedule 7.10 Certain Terms of Xxxxxxx Employment 2.8(i) Tax Sharing Agreements Schedule 7.11 2.8(j) Certain Terms of License Tax Liabilities Schedule 7.17 Termination 2.9(a) Accounts Receivable from Affiliates Schedule 2.10 Certain Liabilities Schedule 2.11 Certain Developments Since December 31, 2003 Schedule 2.12(a) Seller Patents, Seller Marks and Seller Copyrights Schedule 2.12(b) Third-Party Software Used in Seller's Business Schedule 2.13 Certain Contracts Schedule 2.14 Litigation, Proceedings and Investigations Schedule 2.16 Insurance Matters Schedule 2.17 Required Approvals Schedule 2.18 Employee Benefit Programs Schedule 2.19 Environmental Matters Schedule 2.20(a) List of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY 2.20(b) Employment Matters Schedule 2.21 List of Customers, Distributors and Partners Schedule 2.22 List of Suppliers Schedule 2.24 Affiliated Transactions Schedule 3.2 Defaults; Required Consents Schedule 3.3 Ownership of Seller Capital Stock Schedule 4.4 Brokers and Finders Schedule 5.11 Estimated Tax Payments Schedule 10.6 2005 Employee Bonus Plan ASSET PURCHASE AGREEMENT This Asset Purchase Agreement ASSET PURCHASE AGREEMENT (the "AGREEMENT") is entered into as of April 30November 11, 2001 2004 by and among XXXXXXX SPAS USAHaights Cross Communications, INC.Inc., a Florida Delaware corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("BirminghamHCCI"), 00xx XXXXXX DAY SPAHaights Cross Operating Company, LLCa Delaware corporation and a wholly owned subsidiary of HCCI ("HCOC"), OPI Acquisition Co., Inc., a Delaware corporation and a wholly owned subsidiary of HCOC ("BUYER"), Options Publishing, Inc., a New York limited liability company Hampshire corporation ("57th StreetSELLER"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" Xxxxxxx Xxxxxxx and together with Birmingham and 57th StreetXxx Xxxxxx, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder principal stockholders of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania Seller (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "BeneficiarySTOCKHOLDERS"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized Capitalized terms used herein are and not defined where used shall have the meanings given them in Article XII and throughout this AgreementSection 11.

Schedules. Schedule 1.1 Purchased Assets I List of Shareholders Schedule 1.2 II Shareholders Receiving Parent Stock Schedule 1.32 Excluded Assets Schedule 2.2 Assumed Liabilities 1.36 Fixed Assets Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders 3.2 Shareholder Consents/Conflicts Schedule 4.1 Organization Jurisdictions Schedule 4.2 Qualification 4.4 Governmental Approvals and Notices Schedule 4.5 Consents of Seller Parties Approvals and Notices Required Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d4.6(a) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents 4.6(e) Description of Modified LIFO Schedule 7.10 Certain Terms of Xxxxxxx 4.6(g) Indebtedness Schedule 4.7 Adverse Changes Schedule 4.8 Title Exceptions Schedule 4.14 Real Estate Schedule 4.15 Leased Real Estate Schedule 4.16 Tax Matters Schedule 4.17 Employment Agreements Schedule 7.11 Certain Terms 4.18 Employment Matters Schedule 4.19 Employee Benefit Plans Schedule 4.20 Non-Competition Agreements Schedule 4.21 Bank Accounts; Directors and Officers Schedule 4.22 Licenses and Permits Schedule 4.23 Legal Proceedings Schedule 4.24 Utilities Schedule 4.25 Compliance Exceptions Schedule 4.26 Environmental Matters Schedule 4.27 Material Agreements Schedule 4.28 Undisclosed Liabilities Schedule 4.30 Intellectual Property Rights Schedule 4.31 Insurance Schedule 4.32 Affiliated Transactions Schedule 4.33 Brokerage Fees Schedule 4.34 Change of License Control Provisions Schedule 7.17 Termination of Employees 4.35 Customers, Suppliers and Distributors Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into as of April 30, 2001 by 4.36 Relationship with General Electric Company Schedule 5.4 Buyer Approvals and among XXXXXXX SPAS USA, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation Notices; Conflict with Other Instruments Schedule 6.5 Required Consents Schedule 6.12 Releases and the holder of all Payoffs Schedule 8.1 Conduct of the Capital Stock Business EXHIBITS Exhibit A Escrow Agreement Exhibit B Opinion of 00xx Xxxxxx Selling Parties’ Counsel Exhibit C Subscription Agreement Exhibit D Buy/Sell Agreement Exhibit E FIRPTA Certificate Exhibit F Employment Agreement Exhibit G Lease Agreements Exhibit H Nondisturbance Agreement SCHEDULE I List of Shareholders Shareholder # of Shares Pct. ("GHDS" %) Dxxxx Xxxx Xxxx and together with Birmingham and 57th StreetAxxxx Xxxx, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder Co-Trustees of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST uThe Oxxx Family Trust U/dD/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.T Dated 8-13-84 268 31.754 %

Schedules. Schedule 1.1 Purchased Assets 1 Sellers Schedule 1.2 Excluded Assets CG Core Group Schedule KE Key Employees Schedule K Additional Persons with Knowledge Schedule 2.2 Assumed Liabilities Seller and Former Option Holder Equity Ownership, Percentage Ownership, Etc. Schedule 2.6 Allocation 3.1 Addresses of Consideration Schedule 2.11 Listed Percentages Places of Business and Location of Assets of Company; Qualifications; Use of Names during Past Five Years Schedule 3.4 Consents of Shareholders Capitalization Schedule 4.1 Organization 3.6 Non-Contravention Schedule 4.2 Qualification 3.7 Permits Schedule 4.5 Consents of Seller Parties 3.8 Compliance with Laws Schedule 4.9 No Subsidiaries 3.9 Assets; Liens Schedule 4.10 Capital Stock of the Sellers and the Company 3.10 Personal Property Schedule 4.11 Predecessor Status 3.11 Accounts Receivable Schedule 4.12 Related Party 3.12 Intellectual Property Schedule 4.13 3.13 Contracts Schedule 3.14 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 3.15 Financial Statements Schedule 5.4 Consents 3.16 Liabilities Schedule 7.10 3.17 Tax Matters Schedule 3.19 Employee Benefit Plans Schedule 3.20 Insurance Schedule 3.22 Leases and Real Property Schedule 3.23 No Other Agreements to Sell Schedule 3.24 Transactions with Certain Terms of Xxxxxxx Employment Agreements Persons Schedule 7.11 Certain Terms of License 3.26 Affiliates Schedule 7.17 Termination of 3.27 Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET 3.28 Conflict of Interest Provisions Schedule 3.29 Government Audits Schedule 3.30 Labor Relations Schedule 3.32 Brokers Schedule 3.33 Government Contracts Schedule 3.34 Defense Articles, Defense Services and Technical Data Schedule 3.35 Bank Accounts Schedule 3.36 Suppliers and Customers Schedule 3.37 Subsequent Events Schedule 3.38 Backlog Schedule 3.39 Xxxxxxxx-Xxxxx Act/ Extensions of Credit Schedule 6.4 Company and Sellers Consents, Etc. Schedule 7.4 Purchaser and Parent Consents, Etc. STOCK PURCHASE AGREEMENT This Asset Purchase Agreement THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 30the 9th day of June, 2001 2005, by and among XXXXXXX SPAS USASRA International, INC.Inc., a Florida Delaware corporation ("Buyer" as modified pursuant to Section 1.4“Parent”), BIRMINGHAM DAY SPA, LLCSystems Research and Applications Corporation, a Pennsylvania limited liability company Virginia corporation ("Birmingham"“Purchaser”), 00xx XXXXXX DAY SPA, LLCGalaxy Scientific Corp., a New York limited liability company Jersey corporation ("57th Street"“Company”), GH DAY SPASthose Persons listed on Schedule 1 hereto (collectively, INC.“Sellers”), and Xx. Xxxxx Xxx, one of the Sellers, as a Pennsylvania corporation and the holder representative of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania Sellers (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"“Seller Representative”), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased Assets 1.1(a) Agreed Accounting Principles; Sample NWC Calculation Schedule 1.2 1.1(b) Knowledge Parties Schedule 1.1(c) Permitted Liens Schedule 1.1(d) Solvents Plant Schedule 2.2 Inventory Valuation Procedures Schedule 4.3 No Conflicts of Seller Schedule 4.4 Seller Authorizations and Consents Schedule 4.7 Seller Brokers Schedule 5.2 No Conflicts of the Company Schedule 5.3(a) Company Authorizations and Consents - Governmental Authority Schedule 5.3(b) Company Material Authorizations and Consents - Other Schedule 5.4 Litigation; Orders Schedule 5.9 Absence of Certain Developments Schedule 5.10 Taxes Schedule 5.11(a) Material Contracts Schedule 5.11(b) Independent Contractor/Employment Agreements Schedule 5.11(c) Contracts Schedule 5.12(a) Company Intellectual Property Schedule 5.13(a) Owned Real Property Schedule 5.13(d) Leases Schedule 5.14 Tangible Personal Property Schedule 5.15 Business Employees Schedule 5.16(a) Seller Plans Schedule 5.16(g) Acceleration of Payments Schedule 5.17 Insurance Schedule 5.19 Company Environmental Matters Schedule 5.20 Permits Schedule 5.21 Bank Accounts Schedule 5.22 Inventory Schedule 5.23 Accounts Receivable Schedule 5.24 Indebtedness Schedule 5.25 Additional Representations Schedule 6.3 No Conflicts of Buyer Schedule 7.1 Conduct of Business of the Company Schedule 7.3(f) Payments to Business Employees Schedule 7.8(a) Performance Bonds Schedule 7.8(b)(i) Designated Contracts Schedule 7.11(a) Excluded Assets Schedule 2.2 Assumed 7.11(b) Retained Liabilities Schedule 2.6 Allocation of Consideration 7.15 Renewable Fuel Standard Compliance Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET 13.3 Notices MEMBERSHIP INTEREST PURCHASE AGREEMENT This Asset Purchase Agreement is entered into MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of April 30November 10, 2001 2019 (the “Signing Date”), but effective for all purposes as of the Effective Time (as defined below) on November 1, 2019 (the “Effective Date”), is by and among XXXXXXX SPAS USA, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPAbetween Calumet Refining, LLC, a Pennsylvania Delaware limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, “Seller”) and Starlight Relativity Acquisition Company LLC, a New York Delaware limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"“Buyer”). The Sellers, the Shareholders, the Trustee, the Beneficiary Buyer and Xxxxx Xxxxxxx Seller are each sometimes referred to herein, individually, as "Seller Parties" a “Party” and, individuallycollectively, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreementas the “Parties.”

Schedules. Schedule 1.1 Purchased 2.02(b) Target Working Capital Amount Schedule 2.04(c) Assigned Contracts Schedule 3.03(b) Seller Consents Schedule 3.03(c) Seller Governmental Approvals Schedule 3.04 Capitalization Schedule 4.02(b) Company Consents Schedule 4.03 Capitalization Schedule 4.04(a) OPNY LP Financial Statements Schedule 4.04(b) Companies Financial Statements Schedule 4.04(c) June 30 Balance Sheets Schedule 4.05(a) Certain Company Liabilities Schedule 4.05(b) Certain Developments Schedule 4.06 Litigation Schedule 4.07 Compliance with Laws Schedule 4.08 Material Contracts Schedule 4.08(c) ConEd Indemnity Claims Schedule 4.09 Taxes Schedule 4.10(a) Employee Benefit Plans Schedule 4.10(c) Employee Benefit Matters Schedule 4.10(d) Company Plan Trigger Events Schedule 4.12 Environmental Matters Schedule 4.13(a) Intellectual Property Schedule 4.16 Insurance Policies Schedule 4.17 Affiliate Transactions Schedule 4.18 Permits Schedule 4.19(a) Sufficiency of Assets Schedule 1.2 4.19(b) Emissions Allowances Schedule 5.03(c) Buyer Governmental Approvals Schedule 6.02 Certain Permitted Actions Schedule 6.02(a)(iii) Certain Interim Period Expenditures Schedule 6.02(b)(iv) Permitted Capital Expenditures Schedule 6.05(a) Support Obligations Schedule 6.06 Excluded Assets Schedule 2.2 Assumed Liabilities 6.07 Terminated Contracts Schedule 2.6 Allocation of Consideration 6.09 Scheduled Insurance Policies Schedule 2.11 Listed Percentages 6.14(c) Affiliate Employees Schedule 3.4 Consents of Shareholders 6.14(i) Certain Retirees Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related 7.01(c) Third Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements I-1 Seller’s Knowledge Persons Schedule 7.11 Certain Terms of License I-2 Buyer’s Knowledge Persons Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET I-3 Spare Parts PURCHASE AND SALE AGREEMENT This Asset Purchase and Sale Agreement (this “Agreement”) dated as of September 30, 2005 (the “Execution Date”) is made and entered into as of April 30, 2001 by and among XXXXXXX SPAS USAbetween Orion Power Holdings, INC.Inc., a Florida Delaware corporation ("Buyer" as modified pursuant to Section 1.4“Seller”), BIRMINGHAM DAY SPAReliant Energy, LLCInc., a Pennsylvania Delaware corporation (“Guarantor”), and Astoria Generating Company Acquisitions, L.L.C., a Delaware limited liability company ("Birmingham"“Buyer”), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased Assets – Determination of Purchase Price Schedule 1.2 – Consideration for Interests Schedule 2.1(c) -- Consents Schedule 2.1(d) – Payoff Letters Schedule 2.1(e) – Affiliate Transactions Schedule 2.1(l) – Excluded Assets Schedule 2.2 Assumed 2.1(m) – Excluded Personal Property Schedule 3.1 – Organization; Power; Authority; Good Standing Schedule 3.2 – Capitalization Schedule 3.4 – Authorization; Execution and Enforceability; No Breach Schedule 3.5 – Financial Statements; Books and Records Schedule 3.6 – Absence of Undisclosed Liabilities; Obligations of Sellers Schedule 3.9 – Absence of Certain Developments Schedule 3.10 – Assets Schedule 3.11 – Tax Matters Schedule 3.12(a) – Contracts and Commitments Schedule 3.12(d) – Customers Schedule 3.13(a) – Intellectual Property Rights Schedule 3.13(c) – Intellectual Property Rights – Claims, etc. Schedule 3.14 – Litigation Schedule 3.15 – Brokerage Schedule 3.16 – Insurance Schedule 3.17 – Labor Matters Schedule 3.18(a) – Employee Benefit Plans Schedule 3.18(h) – Employee Benefit Plans - Liabilities Schedule 2.6 3.19 – Compliance with Laws; Permits Schedule 3.20(b) – Permits Schedule 3.20(i) – Environmental Reports, etc. Schedule 3.20(j) – Existing Environmental Liabilities Schedule 3.21 – Affiliate Transactions Schedule 3.22 – Suppliers; Vendors Schedule 3.23(a) – Owned Real Property Schedule 3.23(b) – Leased Real Property Schedule 3.23(d) – Improvements Schedule 3.23(f) – Property Laws Schedule 3.23(l) – Real Property – Leasehold Improvements Schedule 3.23(m) – Real Property Permits Schedule 3.23(q) – Flood Hazard Schedule 3.24 – Customer Warranties Schedule 3.30 – Customers Schedule 6.11 – Capital Expenditures Budget and Approved Projects Schedule 7.4(c) – Allocation of Consideration Purchase Price Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 10 – Target Working Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into as of April 30, 2001 by and among XXXXXXX SPAS USA, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.Calculation EXHIBITS

Schedules. Schedule 1.1 Purchased Assets 1.1(a) — KMA Facilities Schedule 1.2 Excluded Assets 1.1(b) — KMA Tangible Personal Property Schedule 2.2 1.3 — KMA Assumed Liabilities Schedule 2.6 Allocation of 2.1 — Purchased Shares Schedule 2.2 — Share Purchase Price Payable to Shareholders Schedule 3.2(a) — Company Tangible Personal Property Schedule 3.2(f) — Assumed Contracts and Grain Contracts Schedule 3.3 — Assumed Liabilities Schedule 3.3(a) — Obligations Schedule 3.5 — Merger Consideration Schedule 2.11 Listed Percentages 3.6(j) — Other Assets Schedule 3.4 Consents of 3.6(g) Agreed Liabilities Schedule 3.8 — Grain Contract Procedure Schedule 4.1(c) — No Violation Schedule 4.1(d)(iv) — Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d4.1(e) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 — Financial Statements Schedule 5.4 Consents 4.1(g) — Absence of Certain Changes Schedule 7.10 Certain Terms 4.1(h) — No Litigation Schedule 4.1(i) — Compliance with Laws and Orders Schedule 4.1(j) — Licenses and Permits Schedule 4.1(k) — Environmental Matters Schedule 4.1(l) — Title to Assets; Liens Schedule 4.1(m) — Real Property Schedule 4.1(n) — Material Contracts Schedule 4.1(o) — Employee Benefit Plans Schedule 4.1(p) — Labor Matters Schedule 4.1(q) — Sufficiency of Xxxxxxx Employment Agreements Assets Schedule 7.11 Certain Terms of License 4.1(r) — Affiliate Transactions Schedule 7.17 Termination 4.1(t) — Receivables Schedule 4.1(u) — Equipment Schedule 4.1(v) — Product Warranties Schedule 4.1(w) — Suppliers and Customers Schedule 4.1(y) — Insurance Schedule 7.2 — List of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET 10.2(g) — License Schedule 12.18 — Transferred Employees AGREEMENT AND PLAN OF MERGER AND PURCHASE AGREEMENT This Asset Purchase Agreement THIS AGREEMENT AND PLAN OF MERGER AND PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of April 30October 7, 2001 2014 (the “Effective Date”), by and among XXXXXXX SPAS USA, INC.the shareholders (the “Shareholders”) of Auburn Bean & Grain Co., a Florida Michigan corporation ("Buyer" as modified pursuant to Section 1.4the “Company”), BIRMINGHAM DAY SPA, ; The KMA Group LLC, a Pennsylvania Michigan limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller"“The KMA Group”) THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") Shareholders and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH The KMA Group are herein sometimes referred to herein, individually, individually and collectively as the "Shareholders" and“Seller”),The Andersons, individuallyInc., an Ohio corporation (“Buyer”) and TAI Acquisition Co. , a "Shareholder"Michigan corporation and a wholly owned subsidiary of Buyer (“Merger Sub”), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased Assets 1: Annual Accounts Schedule 1.2 Excluded Assets Schedule 2.2 Assumed Liabilities Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No 2: Accounts for the Subsidiaries Schedule 4.10 Capital Stock 3: Interim Balance Schedule 3A: Definition of profit before tax Schedule 3B: Definition of operating profit Schedule 4: The Company's Articles of Association and transcript from the Sellers Danish Commerce and Companies Agency Schedule 5: The Company's Budget for 2001 Schedule 6: Assets sold etc. Schedule 7: Leased equipment Schedule 8: Litigation Schedule 9: Product claims Schedule 10: Insurance claims Schedule 11: Insurance policies Schedule 12: Report by Carl Xxx A/S of 18 December 2000 and Technical note of 8 January 2001 Schedule 13: Memorandum on galvanization Schedule 14: Registered IPR Schedule 15: IPR rights to which third party has restricted rights Schedule 16: Contracts with software and EDP-equipment suppliers Schedule 17: Potential infringement of third party IPR Schedule 18: Infringement by third party Schedule 19: IPR disputes Schedule 20: Changes in tax assessment for the income years 1996-1998 Schedule 21: Deeds of real estate Schedule 22: Mortgages etc. Schedule 23: Lease agreements Schedule 24: The Company's farm land 29 33 Schedule 25: Major contracts Schedule 26: List of employees Schedule 27: Employment contracts Schedule 28: Collective Bargaining Agreements and Local Agreements. Schedule 29: Service Agreements for Poul Xxxxxxx xxx Henrxx Xxxxxxx Schedule 30: Claims from employees Schedule 31: List over payments owed by the Company as at 30 November 2000 Schedule 4.11 Predecessor Status 32: Board members Schedule 4.12 Related Party 33: The Company's rebate system Schedule 4.13 Litigation 34: List of persons who have received a general or special power of attorney Schedule 4.15 Compliance With Laws 35: The Company's bank accounts Schedule 4.16(d36: The Company's main territory Place and date: Place and date: For Simpxxx Xxxong-Tie(R) Environmental Matters International, Inc.: For BMF Holding A/S: (Operations and ActivitiesBuyer) Schedule 4.16(f(Seller) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of By: /s/THOMXX X XXXXXXXXX By: /s/HENRXX XXXXXXX -------------------------------- -------------------------------------- Name: Thomxx X Xxxxxxxxx Name: Henrxx Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into as of April 30, 2001 by and among Title: Chairman Title: Manager /s/STEPXXX X. XXXXXX /s/POUL XXXXXXX SPAS USA, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx -------------------------------- -------------------------------------- Name: Stepxxx X. Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Name: Poul Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.Title: President Title: Manager

Schedules. Schedule 1.1 Purchased Assets 2.1—Foreign Jurisdictions Schedule 1.2 Excluded Assets Schedule 2.2 Assumed Liabilities Schedule 2.6 Allocation 2.2—Subsidiaries of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status 2.4—Exceptions to No Conflicts Representation Schedule 4.12 2.5—Governmental Authorities; Consents Schedule 2.6(a)—Capitalization of the Company Schedule 2.6(b)—Options, Etc. Schedule 2.6(c)—Agreements Related Party to Company Common Stock Schedule 4.13 Litigation 2.7—Capitalization of Subsidiaries Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 2.8—Financial Statements Schedule 5.4 Consents 2.9—Exceptions to No Undisclosed Liabilities Representation Schedule 7.10 Certain Terms 2.10—Litigation; Orders Schedule 2.11—Legal Compliance Schedule 2.12—Material Contracts Schedule 2.13—Employee Benefits Schedule 2.13(b)(vii)—Acceleration of Xxxxxxx Benefits Schedule 2.14(a)—Labor Relations Schedule 2.14(b)—Material Employment Agreements Schedule 7.11 Certain Terms 2.14(c)—Labor Law Compliance Schedule 2.15— Tax Matters Schedule 2.16—Brokers’ Fees Schedule 2.17—Insurance Schedule 2.18—Licenses, Permits, and Authorizations Schedule 2.19—Exceptions to Title to Machinery, Equipment, and Other Property Schedule 2.20—Real Property Schedule 2.21—Intellectual Property Schedule 2.22—Environmental Matters Schedule 2.23—Affiliate Transactions Schedule 2.24—Material Change Schedule 2.25—Top Ten Customers Schedule 2.26—Loans and Advances Schedule 3.5—Governmental Authorities; Consents (Acquiror) Schedule 3.7—Brokers’ Fees Schedule 4.1—Conduct of License Schedule 7.17 Termination Business ANNEXES Annex A – Certificate of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE Merger Annex B – Adjustment Escrow Agreement Annex C – Indemnification Escrow Agreement Annex D – Voting Agreement AGREEMENT AND PLAN OF MERGER This Asset Purchase Agreement and Plan of Merger (this “Agreement”), dated as of May 10, 2007, is entered into as of April 30, 2001 by and among XXXXXXX SPAS USAMEDICAL STAFFING NETWORK HOLDINGS, INC., a Florida Delaware corporation ("Buyer" as modified pursuant to “MSN”) solely for the purposes of Section 1.4)3.10 of this Agreement, BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPASMEDICAL STAFFING NETWORK, INC., a Pennsylvania Delaware corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"“Acquiror”), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPAACQUISITION SUB, INC., a Pennsylvania Delaware corporation and a direct or indirect wholly-owned subsidiary of Acquiror (“Merger Sub”), INTELISTAF HOLDINGS, INC., a Delaware corporation ("Greenhouse"and together with the Operational Sellers“Company”) and TC GROUP, the "Sellers", and individuallyL.L.C., a "Seller"), TGH, LLC, a Pennsylvania Delaware limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse“TC Group”), THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and solely in its capacity as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreementinitial Holder Representative hereunder.

Schedules. Schedule 1.1 Purchased Assets 1.01 Permitted Liens Schedule 1.2 Excluded Assets 1.02 Statement of Assumptions Schedule 2.2 Assumed 3.04 Subsidiaries Schedule 3.08(c) Conflicts Schedule 3.09 Financial Statements; Undisclosed Liabilities Schedule 2.6 Allocation 3.10(e) Absence of Consideration Certain Changes Schedule 2.11 Listed Percentages 3.10(h) Distributions Schedule 3.4 Consents of Shareholders 3.11(a) Liens Schedule 4.1 Organization 3.11(c) Leases Schedule 4.2 Qualification 3.11(d) Real Property Owned Schedule 4.5 Consents of Seller Parties 3.12 Affiliates Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 3.13 Litigation Schedule 4.15 3.14(a) Scheduled Contracts Schedule 3.14(b) Valid and Binding Contracts Schedule 3.14(c) Participations Schedule 3.15(a) Permits Schedule 3.15(b) Required Consents Schedule 3.16 Compliance With with Applicable Laws Schedule 4.16(d3.17(a) Certain Employment Agreements Schedule 3.17(b) Other Employment Agreements Schedule 3.17(c) Benefit Plans Schedule 3.17(d) Employee Pension Benefit Plans Schedule 3.17(e) Multiemployer Plans Schedule 3.17(f) Entertainment Plans Schedule 3.18(a) Labor and Employment Matters Schedule 3.18(b) Labor Disputes Schedule 3.19(a) Owned Intellectual Property Rights Schedule 3.19(b) Licensed Intellectual Property Rights Schedule 3.19(c) Licenses Schedule 3.19(d) Claims Schedule 3.19(e) Royalties Schedule 3.20(a) Library Films Schedule 3.20(a)(i) Availability Dates Schedule 3.20(a)(ii) Film Rights Schedule 3.20(a)(iii)Dormant Films Schedule 3.20(a)(iv) Film Liens Schedule 3.20(b) Ratings Schedule 3.20(c) Elements Schedule 3.20(f) Copyrights Schedule 3.20(g) Music Schedule 3.20(i) Insurance Claims Schedule 3.20(j) Rights Schedule 3.20(l) Participations Schedule 3.21(a) Films In Progress Schedule 3.21(b) Ownership Schedule 3.21(c) Ratings Schedule 3.21(d) Elements Schedule 3.21(i) Copyrights Schedule 3.21(j) Music Schedule 3.21(l) Insurance Claims Schedule 3.21(m) Rights Schedule 3.21(o) Participations Schedule 3.22 Development Projects Schedule 3.24(a) Environmental Matters (Operations and ActivitiesPermits Schedule 3.24(b) Compliance with Environmental Laws Schedule 4.16(f3.24(c) Continuing Compliance with Environmental Matters (Assessments and Audits) Laws Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 3.25 Insurance Schedule 4.26(a3.26 Tax Matters Schedule 3.29(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Landmark Financial Statements Schedule 5.4 Consents 3.29(b) Landmark Transferred Assets Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements 3.30 Contracts with Landmark Schedule 7.11 Certain Terms of License 3.32(c) Plan Liens Schedule 7.17 Termination of Employees 5.01(a)(ix) Budgets Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET 7.06 First Negotiation Territories Schedule 9.01(c) Indemnified Litigation STOCK PURCHASE AGREEMENT This Asset Purchase Agreement is entered into STOCK PURCHASE AGREEMENT (the "Agreement") dated as of April 30May 2, 2001 1997 is by and among XXXXXXX SPAS USAMETROMEDIA INTERNATIONAL GROUP, INC., a Florida Delaware corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLCORION PICTURES CORPORATION, a Pennsylvania limited liability company Delaware corporation ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "ShareholdersOrion" and, individually, a together with all of its direct and indirect subsidiaries other than the Landmark Theater Group and its subsidiaries ("ShareholderLandmark"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "TrusteeEntertainment Companies"), XXXXX XXXXXXXand P&F ACQUISITION CORP., a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust Delaware corporation (the "BeneficiaryBuyer"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased Assets 2.3(a) Options Schedule 1.2 Excluded Assets 3.1 Jurisdictions Schedule 2.2 Assumed Liabilities 3.3(a) Company Governmental Filings Schedule 2.6 Allocation of Consideration 3.3(b) No Breach Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d3.4(a) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents 3.4(e) Company Liabilities Schedule 7.10 Certain Terms 3.5(a) Capitalization Schedule 3.5(b) Rights Schedule 3.5(c) Sale or Transfer Rights Schedule 3.6 Proceedings Schedule 3.7 Personal Property Schedule 3.8 Company Leased Property Schedule 3.9 Title to Assets Schedule 3.10 Tax Matters Schedule 3.11 Employee Matters Schedule 3.12(a) Employee Compensation and Benefit Plan Schedule 3.12(c) Effects to Benefit Plans Schedule 3.13(a) Owned Intellectual Property Schedule 3.13(b) Maintenance Fees or Actions Schedule 3.13(c)(i) Third Party Software Licenses Schedule 3.13(c)(ii) Third Party Embedded Software Schedule 3.13(c)(iii) Third Party Software Schedule 3.13(c)(iv) Third Party Libraries Schedule 3.13(d) Third Party IP Licenses Schedule 3.13(e)(i) Third Party License Royalty Fees Schedule 3.13(e)(ii) Fees Schedule 3.13(f) Challenges to Ownership Schedule 3.13(g)(i) Owned Intellectual Property Conflicts Schedule 3.13(g)(ii) Owned Intellectual Property Claims Schedule 3.13(h)(i) No Infringement Schedule 3.13(h)(ii) No Claims Schedule 3.13(i) Company Products Schedule 3.13(l) Open Source Schedule 3.13(m) Governmental Entities and Educational Institutions Schedule 3.13(n) Industry Standard Organizations Schedule 3.13(o) Free of Xxxxxxx Employment Charge Distributions Schedule 3.13(q) Intellectual Property Agreements Schedule 7.11 3.14 Absence of Certain Terms of License Changes Schedule 7.17 Termination of Employees 3.15 Accounts Receivable Schedule 15.12 Build Out 3.16 Bank Accounts Schedule 3.17(a) Compliance with Law Schedule 3.17(b) Permits Schedule 3.18 Environmental Matters SCHEDULES Schedule 3.19(a) Contracts and Commitments Schedule 3.19(b) No Violation Schedule 3.20 Insurance Schedule 3.21(a) Affiliate Arrangements Schedule 3.21(b) Affiliate Interests Schedule 3.22 Distributors, Suppliers and Customers Schedule 3.23 Products Liability and Warranty Liability Schedule 3.26 Brokers and Finders Schedule 4.2(a) Selling Shareholder Governmental Filings Schedule 4.3 Selling Shareholder Litigation Schedule 4.4 Selling Shareholder Compliance with Law Schedule 4.6 Selling Shareholder PRC Citizen and SAFE Registration Schedule 6.1 Transaction Expenses EXECUTION COPY ASSET Schedule 7.1 Indemnity Percentages SHARE PURCHASE AGREEMENT This Asset Purchase Agreement is entered into dated as of April 30September 3, 2001 by 2013 (herein, together with the Schedules and Exhibits attached hereto, referred to as this “Agreement”) among XXXXXXX SPAS USA, INC.(i) Sunrise International Ltd., a Florida corporation Barbados company ("Buyer" as modified pursuant to Section 1.4the “Company”), BIRMINGHAM DAY SPA(ii) the shareholders of the Company, LLC, a Pennsylvania limited liability company all of whom are listed on the signature pages of this Agreement ("Birmingham"the “Selling Shareholders”), 00xx XXXXXX DAY SPA(iii) Amber Road, LLCInc., a New York limited liability company Jersey corporation ("57th Street"“Parent”), GH DAY SPAS(iv) Amber Road Holdings, INC.Inc., a Pennsylvania Delaware corporation (the “Buyer”) and the holder of all (v) Xxxxxxxx X. Xxxxx and Xxxxx Xxxxxxxx, acting in each case solely in his capacity as a member of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes Shareholder Representative Committee referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized Capitalized terms used herein in this Agreement are defined throughout this Agreement or are defined or otherwise referenced in Article XII and throughout Section 8.1 of this Agreement.

Schedules. The Schedules and Exhibits to this Agreement, as listed below, are attached to and are an integral part of this Agreement: Schedule 1.1 Purchased Assets 1.1A Confidential Contracts Schedule 1.2 1.1B Excluded Assets Schedule 2.2 Assumed Liabilities 1.1C Financial Statements Schedule 2.6 Allocation 1.1D Material Facilities Schedule 1.1E Other Permitted Encumbrances Schedule 1.1F Purchased Entities, Authorized Capital and Jurisdiction of Consideration Incorporation or Formation Schedule 2.11 Listed Percentages 1.1G Reorganization Schedule 3.4 1.1H Vendor Indemnified Litigation Claims Schedule 1.1I Valuation of NGL Inventory Schedule 1.1L Leased Rail Cars Schedule 1.1M Interim Period Cash Flow Amount Schedule 1.3 Individuals Having Knowledge Schedule 3.2(d) Canadian Withholding Tax Matters Schedule 3.3(a) Working Capital Statement Schedule 4.5(e) Conflicts with Constating Documents, Etc. Schedule 4.7 Governmental Authorizations Schedule 4.8 Material Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock Exceptions to Ordinary Course of the Sellers Business, Compliance with Applicable Laws and the Company Environmental Laws and No Material Change Schedule 4.11 Predecessor Status Leased Entity Assets Schedule 4.12 Related Party 4.13(b) Defaults Under Governmental Authorizations Schedule 4.13 Litigation 4.14(a) Material Contracts Schedule 4.14(c) Defaults Under Material Contracts Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power Powers of Attorney Schedule 4.30 Accreditations 4.16 Futures Transactions Schedule 4.32 Liens 4.17 Certain Material Obligations and Authorizations for Expenditure Schedule 4.33 Financial Statements 4.18 Guarantees Schedule 5.4 Consents 4.19 Indebtedness for Borrowed Money Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements 4.21(a) Environmental Orders Schedule 7.11 Certain Terms of License 4.22(a) Open Litigation Claims Schedule 7.17 Termination of Employees 4.24(a) Entity IP Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into as of April 304.24(c) IP Infringement Claims, 2001 by Etc. Schedule 4.25(a) Tax Audits Schedule 4.25(d) Tax Objections and among XXXXXXX SPAS USA, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all Appeals Schedule 6.10(f) Pre-Closing Curative Matters Schedule 9.10 Employee Matters Schedule 9.11 Vendor’s Insurance Schedule 9.17 IT Related Matters Schedule 9.24(a) Accounting Information Required After Signing of the Capital Stock Agreement Schedule 9.24(b) Additional Financial Information Exhibit A [Intentionally Deleted] Exhibit B Form of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder Excluded Owned IP License Exhibit C Form of all Litigation Support Agreement Exhibit D Form of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Transition Services Agreement.

Schedules. Schedule 1.1 Purchased Assets 1 – Guarantors Schedule 1.2 Excluded Assets 2.01(a) – Initial Loan Commitments Schedule 2.2 Assumed Liabilities 2.01(b) – First-Out Loan Commitments Schedule 2.6 Allocation of Consideration 5.02 – Authorizations; No Contravention Schedule 2.11 Listed Percentages 5.03 – Governmental Authorization; Other Consents Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 5.06 – Litigation Schedule 4.15 5.07(b) – Real Property/Leasehold Property Schedule 5.08 – Collateral Filings and Perfection Matters Schedule 5.09 – Environmental Compliance With Laws Schedule 4.16(d5.10(a) Environmental Matters (Operations – Taxes Schedule 5.10(b) – Taxes Schedule 5.13 – Insurance Policies Schedule 5.14 – Subsidiaries and ActivitiesOther Equity Investments Schedule 5.17 – Intellectual Property Schedule 5.19 – Material Agreements Schedule 6.13 – Post‑Closing Undertakings Schedule 7.01(b) – Existing Liens Schedule 4.16(f7.02(d) Environmental Matters (Assessments and Audits– Existing Investments Schedule 7.03(b) – Surviving Indebtedness Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h7.03(c) Service Contracts SCHEDULES (continued) Schedule 4.20(a) – Existing Capital Leases Schedule 4.21 Proprietary Rights 7.03(i) – Intercompany Notes Schedule 4.23 Commitments 7.03(l) – Existing Letters of Credit Schedule 4.25 Insurance 7.05 – Subsidiary Transaction Schedule 4.26(a) Employee Matters (Employees; Compensation) 7.13 – Existing Sale Leasebacks Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence 10.02 – Administrative Agent’s Office, Certain Addresses for Notices EXHIBITS Exhibit A – Form of Changes Schedule 4.29 Bank Relationships; Power Prepayment Notice Exhibit B – Form of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms Note Exhibit C – Form of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms Compliance Certificate Exhibit D – Form of License Schedule 7.17 Termination Assignment and Assumption Exhibit E – Form of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE Guaranty Exhibit F – Form of Security Agreement Exhibit G – Form of Securities Pledge Agreement Exhibit H – Form of Intellectual Property Security Agreement Exhibit I – Form of Officer’s Certificate Exhibit J – Form of Solvency Certificate Exhibit K – Form of Mortgage SENIOR SECURED CREDIT AGREEMENT This Asset Purchase Agreement SENIOR SECURED CREDIT AGREEMENT (“Agreement”) is entered into as of April 30June 16, 2001 by and 2017 among XXXXXXX SPAS USA, GLOBAL POWER EQUIPMENT GROUP INC., a Florida Delaware corporation ("Buyer" as modified pursuant to Section 1.4the “Company” or the “Borrower”), BIRMINGHAM DAY SPA, LLCeach financial institution from time to time party hereto as lender (each, a Pennsylvania limited liability company ("Birmingham"“Lender” and collectively, the “Lenders”), 00xx XXXXXX DAY SPAand CENTRE LANE PARTNERS MASTER CREDIT FUND II, LLCL.P., a New York Delaware limited liability company partnership, as administrative agent for the Lenders ("57th Street")in such capacity, GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham its successors and 57th Streetassigns, the "Spa Sellers"“Administrative Agent”) and as collateral agent for the Lenders (in such capacity, and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellersits successors and assigns, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC“Collateral Agent”)., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 1.1(a)(i) Major Customers Schedule 11(a)(ii) Subordinated Secured Debt Instruments Investors Schedule 2.1 Purchased Assets Schedule 1.2 2.2 Excluded Assets Schedule 2.2 2.2(ix) Other Non-Core Assets Schedule 2.3 Assumed Liabilities Schedule 2.6 2.5(a) Executory Contracts, Intellectual Property Agreements and Cure Amounts Schedule 2.5(b) Real Property Leases and Cure Amounts Schedule 2.5(c) Personal Property Leases and Cure Amounts Schedule 5.2 Governmental Consents; Compliance with Corporate Documents Schedule 5.3(a) Trademarks Schedule 5.3(b) Intellectual Property Licenses Schedule 5.3(c) Exceptions to Intellectual Property Title Schedule 5.3(d) Impediments to Intellectual Property Registration Schedule 5.3(f) Impairment of Intellectual Property Rights Schedule 5.3(g) Intellectual Property Rights Indemnities Schedule 5.3(h) Intellectual Property Infringement Schedule 5.5 Required Consents Schedule 5 6 Litigation Schedule 5.7 Environmental Matters Schedule 5.8 Compliance with Laws and Court Orders Schedule 5.9 Permitted Liens Schedule 5.10(a) Employee Benefit Plan Schedule 5.10(b) Employee Separation, Severance and Termination Plan Schedule 5.11(a) Taxes Schedule 5.11(b) Waivers and Agreements Extending Statute of Limitations with Respect to Any Tax Schedule 5.11(c) Tax Returns Schedule 5.12 Contracts Schedule 5.12(c) Cure Costs Schedule 5.13 Absence of Certain Changes, Events and Conditions Schedule 5.14 Labor Matters Schedule 5.15 Sufficiency of Assets Schedule 5 16(a) Tangible Personal Property Schedule 5.18 Addresses of Warehouses and other Facilities Schedule 5.19(a) Significant Customers Schedule 5.19(b) Notice of Termination or Reduction of Purchase Schedule 5.20 Suppliers Schedule 5.21 Insurance Schedule 5.23 Product Liability Schedule 5.24 WARN Act Compliance Schedule 5.26 Motions, Applications, Notices and Proposed Orders Schedule 5.27 UCC Filings Schedule 7.1 Conduct of Business Schedule 7.7 Allocation of Consideration Purchase Price Schedule 2.11 Listed Percentages 7.7(a) Taxing Authorities Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents 7.13 Employees of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock EXHIBITS Exhibit A Form of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Assumption Agreement Exhibit B Form of Xxxx of Sale Exhibit C Form of Sale Order Exhibit D Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY Reserve Exhibit E Inventory Reserve Exhibit F Winfield Notes ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) is made and entered into as of April 30this 1st day of September, 2001 2005 by and among XXXXXXX SPAS USA, INC.between Comdial Corporation, a Florida Delaware corporation, and each of its subsidiaries (collectively, “Seller”), and Vertical Communications Acquisition Corp., a Delaware corporation ("“Buyer" as modified pursuant to Section 1.4”), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased Assets 1.1: Lenders and Commitments Schedule 1.2 Excluded Assets Schedule 2.2 Assumed Liabilities Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No 1.2: Non-Material Canadian Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company 1.3: Non-Material Domestic Subsidiaries Schedule 4.11 Predecessor Status 1.4: Propco Schedule 4.12 Related Party 2.18(b): Credit Card Arrangements Schedule 4.13 Litigation 2.18(c)(ii): Blocked Accounts Schedule 4.15 Compliance With Laws 3.01: Organization Information Schedule 4.16(d3.05(a): Title Exceptions Schedule 3.05(c) (i): Owned Real Estate Schedule 3.05(c) (ii): Leased Real Estate Schedule 3.06(a): Disclosed Matters Schedule 3.06(b): Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) 3.12: Subsidiaries; Joint Ventures Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 3.13: Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment 3.14: Collective Bargaining Agreements Schedule 7.11 Certain Terms of License 5.01(a): Business Segment Reporting Requirements Schedule 7.17 Termination of Employees 5.01(i): Reporting Requirements Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE 6.01: Existing Indebtedness Schedule 6.01(z): Existing Joint Venture Guarantees Schedule 6.02: Existing Encumbrances Schedule 6.04: Existing Investments Schedule 6.04(g): Investment Policy Schedule 6.05: Fixed Asset Sales Schedule 6.07: Affiliate Transactions AMENDED AND RESTATED CREDIT AGREEMENT This Asset Purchase Agreement is entered into dated as of April 30June 24, 2001 by and among XXXXXXX SPAS USA2009 among: TOYS “R” US-DELAWARE, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared organized under the laws of the State of Pennsylvania Delaware, with its principal executive offices at One Xxxxxxxx Way, Wayne, New Jersey, for itself and as agent (in such capacity, the “Lead Borrower”) for the other Domestic Borrowers now or hereafter party hereto; The DOMESTIC BORROWERS; TOYS “R” US (CANADA) LTD. TOYS “R” US (CANADA) LTEE (the "Trust"“Canadian Borrower”), a corporation organized under the laws of the Province of Ontario with its principal executive offices at 0000 Xxxxxxxxx Xxxx, Concord, Ontario L4K 4M5; The FACILITY GUARANTORS; BANK OF AMERICA, N.A., a national banking association, having a place of business at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, as administrative agent (in such capacity, together with any replacement thereof pursuant to SECTION 8.13 hereof, the “Administrative Agent”) for its own benefit and the holder of all benefit of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller other Secured Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.;

Schedules. Schedule 1.1 Purchased 1.01(a) [Intentionally Omitted] Schedule 1.01(b) Subsidiary Guarantors Schedule 1.01(c) Products Schedule 1.01(d) [Intentionally Omitted] Schedule 1.01(e) Direct Competitors Schedule 1.01(f) Freight Forwarders Schedule 1.01(g) [Intentionally Omitted] Schedule 1.01(h) Eligible Multinational Account Debtors Schedule 2.18 Existing Letters of Credit Schedule 2.22(b) Accounts and Lockboxes Schedule 2.22(c) Accounts Covered by Control Agreements Schedule 3.02 Equity Interests, Ownership and Jurisdictions Schedule 3.09 Real Estate Assets Schedule 1.2 Excluded Assets 3.10 Environmental Matters Schedule 2.2 Assumed Liabilities 3.12(a) Material Contracts Schedule 2.6 Allocation 3.12(b) Exceptions to Material Contracts Being in Full Force; Material Defaults under Material Contracts Schedule 3.17 Certain Fees Schedule 3.24 Deposit Accounts and Securities Accounts Schedule 3.25 Mortgage Recording Offices Schedule 3.29 Insurance Schedule 3.30 Location of Consideration Material Inventory Schedule 2.11 Listed Percentages 4.01(h) Local Counsel Schedule 3.4 Consents 4.01(o)(vi) Landlord Access Agreements Schedule 5.14 Post-Closing Matters Schedule 6.01(i) Certain Indebtedness Schedule 6.01(q) Certain Letters of Shareholders Credit Schedule 4.1 Organization 6.02(l) Certain Liens Schedule 4.2 Qualification 6.03 Certain Negative Pledges Schedule 4.5 Consents of Seller Parties 6.05 Certain Restrictions on Subsidiary Distributions Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock 6.06(i) Certain Investments as of the Sellers Closing Date Schedule 6.08 Certain Asset Sales Schedule 6.11 Certain Affiliate Transactions EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit K-1 Form of Revolving Note Exhibit K-2 Form of Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M [Intentionally Omitted] Exhibit N [Intentionally Omitted] Exhibit O Form of Solvency Certificate Exhibit P [Intentionally Omitted] Exhibit Q Form of Non-Bank Certificate Exhibit R [Intentionally Omitted] Exhibit S Form of Borrowing Base Certificate Exhibit T UK Borrower Terms and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE Conditions AMENDED AND RESTATED CREDIT AGREEMENT This Asset Purchase Agreement is entered into AMENDED AND RESTATED REVOLVING SYNDICATED FACILITY AGREEMENT (this “Agreement”) dated as of April 301, 2001 by and 2015, among XXXXXXX SPAS USA, INC.TRONOX INCORPORATED, a Florida Delaware corporation and certain of its Subsidiaries party hereto, as U.S. Borrowers and Guarantors ("Buyer" as modified pursuant to Section 1.4collectively, the “Initial U.S. Borrowers”), BIRMINGHAM DAY SPATRONOX LIMITED (ACN 153 348 111), LLCan Australian public limited company incorporated in the Commonwealth of Australia (“Holdings”) and certain of its Subsidiaries party hereto, as Australian Borrowers and Guarantors (collectively, the “Initial Australian Borrowers”), TRONOX PIGMENTS (HOLLAND) B.V., a Pennsylvania Netherlands private limited liability company and certain of its Affiliates party hereto, as Dutch Borrowers and Guarantors ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Streetcollectively, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" “Initial Dutch Borrowers”; and together with the Spa SellersInitial U.S. Borrowers and the Initial Australian Borrowers and any Additional Co-Borrowers who become party hereto, collectively, the "Operational Sellers", “Borrowers” and individually, an "Operational Seller") THE GREENHOUSE SPA, INC.each, a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers“Borrower”), the "Sellers", Subsidiary Guarantors (such term and individually, a "Seller"each other capitalized term used but not defined herein having the meaning given to it in Article I), TGHthe Lenders, UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, the “Issuing Bank”), as swingline lender (in such capacity, the “Swingline Lender”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties and the Issuing Bank and UBS AG, STAMFORD BRANCH, as Australian security trustee (in such capacity, the “Australian Security Trustee”), UBS SECURITIES LLC, a Pennsylvania limited liability company as bookmanager and lead arranger ("TGH"in such capacity, “Arranger”), XXXXXXX XXXXX BANK USA and ROYAL BANK OF CANADA as co-syndication agents (in such capacity, the “Syndication Agent”) and the holder of all of the Capital Stock of GreenhouseCREDIT SUISSE AG, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9thCAYMAN ISLANDS BRANCH and XXXXX FARGO BANK, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania N.A. as co-documentation agents (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellersin such capacity, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement“Documentation Agent”).

Schedules. Schedule 1.1 1.01(a) Seller’s Premises Schedule 1.01(b) German Pension Plan Employees Schedule 2.01(a) Purchased Assets — Personal Property Schedule 2.01(b) Purchased Assets — Assigned Contracts Schedule 2.01(d) Purchased Assets — Licenses and Approvals Schedule 2.01(e) Purchased Assets — Accounting Books and Records Schedule 2.01(f) Purchased Assets — Real Property Leases Schedule 2.01(g) Purchased Assets — Patents and Trademarks Schedule 2.01(h) Purchased Assets — Copyrights and Software Schedule 2.01(j) Purchased Assets — Accounts Receivable Schedule 2.02(i) Other Excluded Assets Schedule 2.03(j) Other Assumed Liabilities Schedule 2.08(b) Closing Balance Sheet Line Items Schedule 2.10 Allocation Statement Schedule 3.03 Governmental Authorization Schedule 3.04 Non-Contravention Schedule 3.05 Reference Statement Schedule 3.06 Absence of Certain Changes or Events Schedule 3.07 Consents Schedule 3.08(d) Permitted Liens Schedule 3.08(e) Locations of Purchased Assets Schedule 1.2 Excluded Assets 3.09 Litigation Schedule 2.2 Assumed 3.10(a) Assigned Contracts Schedule 3.10(b) Defaults under Assigned Contracts Schedule 3.10(c) Conflicting Contracts Schedule 3.12(b) Software Programs Schedule 3.12(c) License Agreements Schedule 3.12(e) Restrictions on Seller Intellectual Property Schedule 3.12(g) Infringement by Seller Schedule 3.12(h) Royalties, Fees and Other Payments Schedule 3.12(j) Infringement by Others Schedule 3.12(k) Source Code Schedule 3.13(b) Collective Bargaining and Labor Agreements Schedule 3.13(c) Employee Benefits Schedule 3.13(e) EU Employees Schedule 3.14 Finders’ Fees of Seller Schedule 3.15 Absence of Undisclosed Liabilities Schedule 2.6 Allocation 3.16 Affiliate Transactions Schedule 3.17 Accounts Receivable Schedule 3.21 Insurance iv Table of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES Contents (continued) Page SCHEDULES Schedule 4.20(a3.22 Licenses and Approvals Schedule 3.23 Environmental Schedule 3.24 Customers and Suppliers Schedule 3.25 Trade Compliance Schedule 4.03 Governmental Authorization Schedule 4.05 Finders’ Fees of Buyer Schedule 5.01 Conduct Schedule 5.05 Non-Competition Schedule 8.01(b) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of US Transferred Employees Schedule 15.12 Build Out Expenses EXECUTION COPY 8.02(b) EU Employees Schedule 9.02(f) Closing Consents EXHIBITS Exhibit A — Assignment and Assumption Agreement Exhibit B — Bxxx of Sale Exhibit C — Copyright Assignment Exhibit D — Deerfield Letter Agreement Exhibit E — Intellectual Property Agreement Exhibit F — Lease Assignments Exhibit G — Patent Assignment Exhibit H — Sublease Agreement Exhibit I — Trademark Assignment Exhibit J— Transition Services Agreement Exhibit K — Disclosure Schedule ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into AGREEMENT dated as of April 30May 31, 2001 2007, by and among XXXXXXX SPAS USA, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPASi) TOLLGRADE COMMUNICATIONS, INC., a Pennsylvania corporation and/or, subject to the provisions of Section 12.04, one or more of its direct or indirect wholly-owned subsidiaries to be designated (collectively, “Buyer”) and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller"ii) THE GREENHOUSE SPATERADYNE, INC., a Pennsylvania Massachusetts corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", “Seller”). Buyer and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH Seller are sometimes referred to hereinherein individually as a “Party” and, individuallycollectively, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller “Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement”.

Schedules. Schedule 1.1 Purchased Assets 1.1-NWC – Sample Net Working Capital Calculation Schedule 1.2 Excluded Assets 1.1-CP – Hydrocarbon Contingency Payment Schedule 2.2 Assumed Liabilities 1.1-FD – Financing Documents Schedule 2.6 Allocation 1.1-PL – Permitted Liens Schedule 3.5 – Compliance with Applicable Laws Schedule 3.5-P – Hydrocarbon Permits Schedule 3.6(b) – Hydrocarbon Intellectual Property Schedule 3.7 – Absence of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws 3.8(a) – Hydrocarbon Owned Real Property Schedule 4.16(d3.8(b) – Hydrocarbon Real Property Leases Schedule 3.8(c), Part 1 – Shared Easements Schedule 3.8(c), Part 2 – Specified Shared Easements Schedule 3.8(c), Part 3 – Hydrocarbon Gathering Only Easements Schedule 3.8(d) – Obligations to Dispose of Hydrocarbon Gathering Real Property Schedule 3.8(e) – Hydrocarbon Gathering System Gaps Schedule 3.8(g) – Non-Company Owned Hydrocarbon Gathering Real Property Schedule 3.9(a) – Certain Hydrocarbon Gathering Personal Property Schedule 3.9(b) –Hydrocarbon Gathering Personal Property Projected Capital Maintenance Schedule 3.10 – Hydrocarbon Purchase Orders Schedule 3.12 – Environmental Matters (Operations Schedule 3.13 – Taxes Schedule 3.14 – Hydrocarbon Material Contracts Schedule 3.16 – Transactions with Affiliates Schedule 3.19 – Hydrocarbon Surety Bonds and Activities) Credit Schedule 4.16(f) Environmental Matters (Assessments and Audits) 3.21 – Indebtedness Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 3.22 – Insurance Schedule 4.26(a) Employee Matters (Employees3.23 – Bank Accounts; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power Powers of Attorney Schedule 4.30 Accreditations 3.24 – Hydrocarbon Imbalances Schedule 4.32 Liens 3.25 – Preferential Rights Schedule 4.33 Financial Statements 3.27 – Absence of Change Schedule 5.4 Consents 5.9 – No Knowledge of Breach Schedule 7.10 Certain Terms 6.11 – Conduct of Xxxxxxx Employment Agreements Business Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET 10.2(e) – Special Liabilities PURCHASE AND SALE AGREEMENT This Asset Purchase Agreement PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of February 22, 2019 (the “Execution Date”), is made and entered into as of April 30, 2001 by and among XXXXXXX SPAS USA, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPAMeadowlark Midstream Company, LLC, a Pennsylvania Delaware limited liability company ("Birmingham"“Seller”), 00xx XXXXXX DAY SPATioga Midstream, LLC, a New York Delaware limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation “Tioga”) and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, Hess North Dakota Pipelines LLC, a Pennsylvania Delaware limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC.“Buyer”). Hxxx Infrastructure Partners LP, a Pennsylvania corporation Delaware limited partnership ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"“Water Buyer”), TGH, LLC, a Pennsylvania limited liability company ("TGH"is also joining in the execution of this Agreement solely for purposes of acknowledging the provisions and limitations of Section 10.4(c) and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania for no other purpose (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"Parties acknowledge that Water Buyer shall have no liability hereunder), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased 1.8(d) - Evidence of Termination of Agreements Schedule 1.17 - Repaid Indebtedness Schedule 2.5 - Filings, Notices, Licenses and Third Party Consents Schedule 4.1 - Organization; Authority; Authorization Schedule 4.2(a) - Capitalization of Acquired Companies Schedule 4.2(b) - Options Schedule 4.2(b) - Voting Agreements & Restrictions on Transfer Schedule 4.3 - Subsidiaries; Investments Schedule 4.4 - Noncontravention Schedule 4.5 - Financial Statements Schedule 4.6 - Undisclosed Liabilities Schedule 4.7 - Assets Schedule 1.2 Excluded Assets Schedule 2.2 Assumed Liabilities Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties 4.8 - Tax Matters Schedule 4.9 No Subsidiaries - Contracts and Commitments Schedule 4.10 Capital Stock - Intellectual Property Schedule 4.11 - Litigation Schedule 4.12 - Brokerage Schedule 4.13 - Insurance Schedule 4.14 - Employees Schedule 4.15 - Employee Benefit Plans Schedule 4.16 - Compliance with Laws; Permits Schedule 4.17 - Affiliate Transactions Schedule 4.18 - Customer and Suppliers Schedule 4.19 - Leased Real Property Schedule 4.20 - Environmental Matters Schedule 4.21 - Absence of the Sellers Certain Developments Schedule 4.22 - Officers, Directors and Bank Accounts Schedule 4.23 - Indebtedness and Guarantees Schedule 4.24 - Anti-Corruption; Anti-Money Laundering; Export Compliance Schedule 6.1 - Conduct of the Company Schedule 4.11 Predecessor Status 9.01(a) - Principal Equityholders Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d9.01(b) Environmental Matters (Operations - Specified Management Equityholders and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Specified Restricted Share Agreements Schedule 7.11 Certain Terms 10.9 - Notices Exhibits Exhibit A - Certificate of License Merger Exhibit B - Letter of Transmittal (Form) Exhibit C - Allocation Methodologies Exhibit D - Allocation Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE Exhibit E - Lock Up Agreement (Form) Exhibit F - Net Working Capital Example Exhibit G - Option Cancellation Agreement (Form) Exhibit H - Support Agreement (Form) AGREEMENT This Asset Purchase Agreement AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into made as of April 30August 9, 2001 2021, by and among XXXXXXX SPAS USAPaymentus Group, INC.Inc., a Florida Delaware corporation ("Buyer" as modified pursuant to Section 1.4"), BIRMINGHAM DAY SPAPaymentus Holdings, Inc., a Delaware corporation ("Parent"), Peacock Merger Sub, LLC, a Pennsylvania Delaware limited liability company ("BirminghamMerger Sub"), 00xx XXXXXX DAY SPAPayVeris, LLC, a New York Delaware limited liability company (the "57th StreetCompany"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, Shareholder Representative Services LLC, a Pennsylvania Colorado limited liability company ("Second Street" and together with company, solely in its capacity as representative for the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania Equityholders (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "ShareholderEquityholders' Representative"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 1 Purchased Entities Schedule 1.1(a)(ii) Business Real Property Schedule 1.1(b)(i)(A) Contracts Exclusively Related to the Business Schedule 1.1(b)(i)(B) Other Contracts Schedule 1.1(b)(i)(C) Business IP Licenses Schedule 1.1(b)(i)(D) Transferred Supplier Contracts Schedule 1.1(b)(i)(E) Transferred Customer Contracts Schedule 1.1(b)(ix) Employee Benefit Plan Assets Schedule 1.1(b)(x) Transferred Intellectual Property Schedule 1.1(b)(xiii) Other Purchased Assets Schedule 1.2 1.2(c) Excluded Entities Schedule 1.2(m) Excluded Fixtures, Equipment and Tangible Personal Property Schedule 1.2(n)(i) Excluded Customer Contracts Schedule 1.2(n)(ii) Other Excluded Business Contracts Schedule 1.2(v) Other Excluded Assets Schedule 2.2 1.3(c) Other Employment Benefit Plan Liabilities Schedule 1.3(k) Other Assumed Liabilities Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 1.4(d) Excluded Liabilities Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (to Employee Benefit PlansPlans Schedule 1.4(k) Other Excluded Liabilities Schedule 4.26(e1.9(e) Employee Matters (Pension PlansConsultation with Business Employees’ Representatives Schedule 1.15(b) Additional Purchase Price Adjustment Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 2.7(a) Financial Statements Schedule 5.4 Consents 2.17(d) Defined Benefit Plans Schedule 7.10 Certain Terms 2.18 US Federal Tax Classification of Xxxxxxx Employment Purchased Entities Schedule 4.1(j) Interim Period Capital Expenditures Schedule 4.1(n) Excepted Business Employees Schedule 4.3 Access to Information Schedule 4.4(a) Seller Non-Solicitation Schedule 4.4(b) Purchaser Non-Solicitation Schedule 4.7(a) Intercompany Agreements Schedule 7.11 Certain Terms of License 4.7(b) Intercompany Receivables Schedule 7.17 4.8 Termination of Insurance Coverage Schedule 4.9(b) SLEEK Marks and SLEEK Cans Schedule 4.9(c) Seller and Rexam Marks Schedule 4.10(a)(ii) License to Retained Intellectual Property Schedule 4.16 Restructuring Schedule 5.1(c) Retention Liabilities and Incentives Schedule 5.1(h) Pension and Certain Other Post-Employment Benefit Obligations Schedule 10.1(a)-1 Business Employees Schedule 15.12 Build Out Expenses EXECUTION COPY 10.1(a)-2 Excluded Business Employees Schedule 10.1(b) Conveyed Purchased Entities Schedule 10.1(c) Excluded Pipeline Project Equipment Schedule 10.1(d) Excluded Pipeline Project IP Schedule 10.1(e) Facilities Schedule 10.1(f) Knowledge of Purchaser Schedule 10.1(g) Knowledge of Seller Schedule 10.1(h) Leased Business Real Property Schedule 10.1(j) Owned Business Real Property Schedule 10.1(k) Permitted Encumbrances Schedule 10.1(l) Purchased Affiliate Interests Schedule 10.1(m) Purchased Working Capital Definition Schedule 10.1(n) Rexam Entities Schedule 10.1(o) Seller Entities Schedule 10.1(q) Transferred Fixtures, Equipment and Tangible Personal Property Schedule 10.1(r) UK Purchased Entities Schedule 10.1(s) Section 1.15 Definitions Schedule 10.1(t) Key Employees SELLER DISCLOSURE LETTER This EQUITY AND ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into AGREEMENT, dated as of April 3022, 2001 2016, is made and entered into by and among XXXXXXX SPAS USA, INC.Ardagh Group S.A., a Florida Luxembourg company (“Purchaser”), Ball Corporation, an Indiana corporation ("Buyer" as modified pursuant “Seller”), and (subject in all respects to Section 1.4), BIRMINGHAM DAY SPA, LLC4.20) Rexam PLC, a Pennsylvania public limited liability company registered in England and Wales ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation “Rexam” and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" collectively with Purchaser and together with Birmingham and 57th StreetSeller, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"“Parties”). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized Capitalized terms used and not otherwise defined herein are defined have the meanings set forth in Article XII and throughout this AgreementSection 10.1.

Schedules. Schedule 1.1 Purchased 2.1(a) Assumed Contracts Schedule 2.1(i) Internet Domain Names Schedule 2.2(g) Excluded Contracts Schedule 2.2(h) Personal Property and Furniture Schedule 2.2(l) Certain Assets Schedule 1.2 Excluded 2.2(n) Other Assets Schedule 2.2 Assumed Liabilities Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 2.7 Working Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Methodology Schedule 4.20(a) Capital Leases Key Employees Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a7.2(f) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Required Consents Schedule 7.10 Certain Terms 7.2(g) Contract Terminations, Amendments and Modifications Schedule 7.2(i) Release of Xxxxxxx Liens EXHIBITS Annex I Definitions Exhibit A-1 Form of Employment Agreements Schedule 7.11 Certain Terms Agreement Exhibit A-2 Form of Standard Employment Documentation Exhibit B-1 Forms of Transfer Documents – Xxxx of Sale Exhibit B-2 Forms of Transfer Documents – Assignment and Assumption Agreement Exhibit B-3 Forms of Transfer Documents – Assignment of Intellectual Property Exhibit B-4 Forms of Transfer Documents – Trademark Assignment Exhibit C Form of Opinion of Sellers’ Counsel Exhibit D-1 Form of Standard Customer Contract - LRO (Short Form) Exhibit D-2 Form of Standard Customer Contract - LRO (Long Form) Exhibit D-3 Form of Standard Customer Contract - MDX Exhibit D-4 Form of Standard Customer Contract - SlopeJet Exhibit D-5 Form of Standard Customer Contract - Rent Jungle Exhibit E Form of Transition Services Agreement Exhibit F Form of Sublease Exhibit G-1 Form of Significant Owner Agreement Exhibit G-2 Form of Significant Owner Agreement - Norwest Exhibit H Form of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY Agreement ASSET PURCHASE AGREEMENT This Asset Purchase Agreement ASSET PURCHASE AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”), dated as of February 27, 2017, is entered into as of April 30, 2001 by and among XXXXXXX SPAS USAThe Rainmaker Group Holdings, INC.Inc., a Florida Georgia corporation ("Buyer" as modified pursuant to Section 1.4“RGH”), BIRMINGHAM DAY SPAThe Rainmaker Group Ventures, LLC, a Pennsylvania Delaware limited liability company ("Birmingham"“RGV”), 00xx XXXXXX DAY SPAThe Rainmaker Group Real Estate, LLC, a New York Georgia limited liability company ("57th Street"“RGRE”), GH DAY SPAS, INC.The Rainmaker Group - Rent Jungle LLC, a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx Georgia limited liability company ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers"“RRJ”), and individually, a "Spa Seller"), GH DAY SPA SECOND STREETThe Rainmaker Group Data, LLC, a Pennsylvania Georgia limited liability company ("Second Street" “RGD,” and together with the Spa SellersRGH, RGV, RGRE and RRJ, the "Operational “Sellers",” and each a “Seller”), Xxxxx Xxxxxxxx, an individual (“BB”), Xxxxxx Xxxxxx, an individual (“TF”), The Xxxxx Xxxxx Xxxxxxxx Trust, dated December 27, 2011 (the “BB Trust”), The Xxxxxx Xxxxxx Xxxxxx Trust, dated December 27, 2011 (the “TF Trust”), Xxxx X. Xxxxxxxxx, an individual (“JA,” and together with BB, TF and the BB Trust, the “Seller Owners,” and each a “Seller Owner”), each of the Hospitality Subsidiaries (as defined herein) listed on the signature pages hereto, Xxxxx Xxxxxxxx, in his capacity as representative of the Seller Parties (the “Representative”), RealPage, Inc., a Delaware corporation (“Parent”), and individually, an "Operational Seller") THE GREENHOUSE SPA, INC.RP Newco XX LLC (“Buyer”), a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania Delaware limited liability company and wholly owned subsidiary of Parent ("TGH") collectively, with Parent, the “Buyer Parties”, and each individually a “Buyer Party”). Sellers and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes Seller Owners may be referred to herein, individually, and herein collectively as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "“Seller Parties" and, individually, ,” or individually as a "“Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.”

Schedules. Schedule 1.1 A-1 - Purchased Assets Membership Interests; Percentage Ownership Interest of Sellers in the Company; Purchase Price Allocation Schedule 1.2 Excluded Assets 2.1 - Jurisdictions Schedule 2.2 Assumed Liabilities 2.3 - Company's Required Consents Schedule 2.6 - Certain Liabilities; Company Debt Schedule 2.6B - Company Debt on Execution Schedule 2.7 - Company Receivables Schedule 2.8 - Absence of Certain Changes Schedule 2.8(c) - Distributions Schedule 2.8(f) - Accrued Bonuses Schedule 2.9A - Owned Real Property Schedule 2.9B - Leased Real Property Schedule 2.9C - Occupancy Rights of Others Schedule 2.9D - Personal Property; Liens Schedule 2.10 - Contracts Schedule 2.11 - Intangible Property Schedule 2.12 - Claims and Proceedings Schedule 2.13 - Taxes Schedule 2.13(l) - Allocation of Consideration Purchase Price Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (2.14 - Employee Benefit Plans) ; ERISA Matters Schedule 4.26(e) Employee 2.15 - Employee-Related Matters (Pension Plans) Schedule 4.28 Absence 2.16 - Insurance Schedule 2.17 - Compliance with Laws Schedule 2.18 - Permits Schedule 2.19 - Environmental Matters Schedule 2.20 - Customers and Clients Schedule 2.21 - Potential Conflicts of Changes Interest Schedule 4.29 Bank Relationships2.22 - Finders' Fees Schedule 2.23 - Depositories; Power Powers of Attorney Schedule 4.30 Accreditations 2.24 - Year 2000 Problems Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 3.2 - Conflicts or Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE 4.1(10) - Membership Interest Issuances AGREEMENT This Asset Purchase Agreement is entered into dated as of April 30the 14th day of June, 2001 1999 by and among XXXXXXX SPAS USAE-TAXI, INC., a Florida Delaware corporation with offices at c/o Gateway Advisors, 000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxxxxxxxxx 00000 ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("BirminghamPurchaser"), 00xx and XXXXXX DAY SPAX. XXXXX, LLCan individual residing at - 00000 Xxxxxxx Xx., a New York limited liability company Xxxxxxx, XX 00000 ("57th StreetGupta"), GH DAY SPASXXXXXXX XXXXXX, INCan individual residing at 000 Xxxxxxxx Xx., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx Xxxxxxxxx, XX 00000 ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "TrusteeXxxxxx"), XXXXX XXXX, an individual residing at 0000 Xxxxxxxxx Xxx., Xxxxxxx, CA 95336 ("Xxxx") and XXX XXXXXXX, a resident of the State of Pennsylvaniaan individual residing at 000 Xxxxxxxx Dr., and XXXXXX XXXXXXXMountain View, a resident of the State of Pennsylvania and the sole beneficiary of the Trust CA 94040 (the "BeneficiaryXxxxxxx"). The SellersGupta, the ShareholdersScully, the Trustee, the Beneficiary Xxxx and Xxxxx Xxxxxxx are sometimes collectively referred to herein, individually, as "Seller PartiesSeller" and, individually, a or "Seller PartySellers". Certain other capitalized terms used herein are defined have the respective meanings set forth in Article XII and throughout this AgreementIX.

Schedules. Schedule 1.1 Purchased Assets 1.1(a) - Knowledge of the Seller’s Officers Schedule 1.2 Excluded Assets Schedule 2.2 Assumed Liabilities 1.1(b) - Permitted Liens of the Seller Schedule 2.6 Allocation of Consideration - Purchase Price Allocations Schedule 2.11 Listed Percentages 3.3(a) - The Seller Approval Requirements Schedule 3.4 Consents of Shareholders 3.3(a) - The Seller Consent Requirements Schedule 4.1 Organization 5.3(c) - The Purchaser Approval Requirements Schedule 4.2 Qualification 6.1(c) - Agreed Filings Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the 6.10 - Terminated Contracts COMPANY SCHEDULES Company Schedule 4.11 Predecessor Status 1 - Mirant Caribbean Holdings, Ltd. (Cayman Islands) Company Schedule 4.12 Related Party 2 - Mirant JPSCO Development Services, LLC (Delaware) Company Schedule 4.13 Litigation 3 - Mirant Caribbean Services, LLC (Delaware) Company Schedule 4.15 Compliance With Laws 4 - Mirant Americas Holdings, LLC (Delaware) Company Schedule 4.16(d5 - Mirant (British Virgin Islands) Environmental Matters II Investments, Ltd. (Operations BVI) Company Schedule 6 - Mirant JPSCO II Investments, Limited (Jamaica) Company Schedule 7 - Mirant JPSCO I Investments, Limited (Jamaica) Company Schedule 8 - Mirant (British Virgin Islands) I Investments, Ltd. (BVI) Company Schedule 9 - Mirant JPSCO (Barbados) SRL (Barbados) Company Schedule 10 - Jamaica Public Service Company Limited (Jamaica) Company Schedule 11 - Mirant Bahamas Investments Limited (Bahamas) Company Schedule 12 - Mirant Grand Bahama Limited (Bahamas) Company Schedule 13 - ICD Utilities Limited (Bahamas) Company Schedule 14 - Grand Bahama Power Company Limited (Bahamas) Company Schedule 15 - Mirant Trinidad Investments, LLC (Delaware) Company Schedule 16 - Power Generation Company Trinidad and ActivitiesTobago Limited (Trinidad and Tobago) Company Schedule 4.16(f17 - Mirant Curaçao Investments, Ltd. (BVI) Environmental Matters Company Schedule 18 - Curaçao Energy Company, Ltd. (Assessments and AuditsCayman Islands) Company Schedule 4.17 Liabilities and Obligations 19 - CUC Holdings, N.V. (Netherlands Antilles) Company Schedule 4.18 Receivables 20 - Curaçao Utilities Company N.V. (Netherlands Antilles) Company Schedule 4.19 Real Properties 21 - Curaçao Utilities Operating Company N.V. (Netherlands Antilles) Company Schedule 4.19(h22 - Integrated Utility Holdings Company, N.V. (Netherlands Antilles) Service Contracts SCHEDULES Company Schedule 23 - Mirant West Indies Investments, Ltd. (continuedBVI) Company Schedule 4.20(a24 - Mirant JPSCO Finance Ltd. (BVI) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AND SALE AGREEMENT This Asset Purchase Agreement is entered into Dated as of April 3017, 2001 2007 THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) dated as of April 17, 2007 (the “Effective Date”), is made and entered into by and among XXXXXXX SPAS USAbetween MIRANT INTERNATIONAL INVESTMENTS, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared formed under the laws of the State of Pennsylvania Delaware (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually“Seller”), and as the "Shareholders" andMARUBENI CARIBBEAN POWER HOLDINGS, individuallyINC., a "Shareholder"), XXXXXX XXXXXXX, a resident corporation formed under the laws of the State of Pennsylvania and trustee of the Trust Delaware (the "Trustee"), XXXXX XXXXXXX“Purchaser”) (each, a resident of the State of Pennsylvania, “Party,” and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellerscollectively, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller “Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement”).

Schedules. Schedule 1.1(A) Existing Letters of Credit Schedule 1.1 Purchased (B) Initial Borrowing Base Guarantors Schedule 1.1 (C) Commitments and Addresses of Lenders Schedule 1.1 (D) Excluded Subsidiaries Schedule 1.1(E) Initial Cost Savings Schedule 1.1(F) Non-Core Assets Schedule 1.2 Excluded Assets Schedule 2.2 Assumed Liabilities Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No 8.12 Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company 9.9 Closing Date Affiliate Transactions Schedule 4.11 Predecessor Status 9.17(C) Post-Closing Actions Schedule 4.12 Related Party 10.1 Closing Date Indebtedness Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 10.2 Closing Date Liens Schedule 4.33 Financial Statements 10.5 Closing Date Investments Schedule 5.4 Consents 10.11 Closing Date Restrictions Schedule 7.10 Certain Terms 14.2 Notice Addresses EXHIBITS Exhibit C Form of Guarantee Exhibit D [Intentionally Omitted] Exhibit E Form of Perfection Certificate Exhibit F [Intentionally Omitted] Exhibit G Form of Security Agreement Exhibit H Form of Letter of Credit Request Exhibit I-1 Form of Legal Opinion of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms Xxxxxxx & Xxxxxxxx LLP Exhibit I-2 Form of License Schedule 7.17 Termination Legal Opinions of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE Local Counsel Exhibit J Form of Closing Certificate Exhibit K Form of Assignment and Acceptance Exhibit L Form of Promissory Note (Revolving Credit Loans and Swingline Loans) Exhibit M Form of Joinder Agreement Exhibit N Form of Borrowing Base Certificate Exhibit O Form of Intercreditor Agreement REVOLVING LOAN CREDIT AGREEMENT This Asset Purchase Agreement is entered into dated as of April 30October 31, 2001 by and 2007, among XXXXXXX SPAS USA, INC.XXXXXXXX CORPORATION, a Florida West Virginia corporation ("Buyer" as modified pursuant to Section 1.4the “Borrower”), BIRMINGHAM DAY SPAthe lending institutions from time to time parties hereto (each a “Lender” and, LLCcollectively, a Pennsylvania limited liability company ("Birmingham"the “Lenders”), 00xx XXXXXX DAY SPAXxxxxxx Xxxxx Credit Partners L.P. (“GSCP”) and Xxxxxx Brothers Inc., LLCas Co-Lead Arrangers and Joint Bookrunners, a New York limited liability company The CIT Group/Business Credit, Inc. ("57th Street"“CIT”), GH DAY SPASas Administrative Agent and Co-Collateral Agent, INC.Bank of America, a Pennsylvania corporation and the holder N.A (“Bank of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"America”), GH DAY SPA SECOND STREETas Co-Collateral Agent, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder Bank of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individuallyAmerica, as "Seller Parties" andSyndication Agent and JPMorgan Chase Bank, individuallyN.A., a "Seller Party". Certain Wachovia Bank, N.A. and PNC Bank, National Association, as Co-Documentation Agents (such term and each other capitalized terms term used herein are but not defined in Article XII and throughout this Agreementintroductory statement having the meaning provided in Section 1).

Schedules. Schedule 1.1 Purchased Assets Net Working Capital Schedule 1.2 Excluded Assets 3.1 Corporate Existence and Power Schedule 2.2 Assumed Liabilities Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages 3.3 Governmental Authorization; Consents Schedule 3.4 Consents Non-Contravention Schedule 3.5 Capitalization; Stockholders List Schedule 3.6 Subsidiaries and Other Equity Investments Schedule 3.7, Part (a) Financial Statements Schedule 3.7, Part (c) Financial Statements Schedule 3.8 Absence of Shareholders Certain Changes Schedule 4.1 Organization 3.9, Part (a) Properties Schedule 4.2 Qualification 3.9, Part (b) Properties Schedule 4.5 Consents 3.9, Part (c) Properties Schedule 3.9, Part (d) Properties Schedule 3.10 Litigation Schedule 3.11 Material Contracts Schedule 3.12 Insurance Coverage Schedule 3.13 Compliance with Laws; No Defaults Schedule 3.15, Part (a) Intellectual Property Schedule 3.15, Part (b) Intellectual Property Schedule 3.15, Part (c) Intellectual Property Schedule 3.16, Part (a) Employees Schedule 3.16, Part (b) Employees Schedule 3.17, Part (a) Environmental Matters Schedule 3.17, Part (b) Environmental Matters Schedule 3.17, Part (d) Environmental Matters Schedule 3.18 Tax Matters Schedule 3.19, Part (a) Employee Benefit Plans Schedule 3.19, Part (b) Employee Benefit Plans Schedule 3.19, Part (e) Employee Benefit Plans Schedule 3.20, Part (a) Customers and Suppliers Schedule 3.20, Part (b) Customers and Suppliers Schedule 3.21 Bank Accounts; Powers of Seller Parties Attorney Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock 6.1 Conduct of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d7.2(d) Environmental Matters (Operations Consents TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE II PURCHASE AND SALE OF SHARES; CLOSING 12 Section 2.1 Purchase and Activities) Schedule 4.16(f) Environmental Matters (Assessments Sale of Shares 12 Section 2.2 Purchase Price; Reserve Amount 12 Section 2.3 Adjustments to Closing Purchase Price 14 Section 2.4 Closing Balance Sheet 15 Section 2.5 Treatment of Options 16 Section 2.6 Closing 16 ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANIES 17 Section 3.1 Corporate Existence and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into as of April 30, 2001 by and among XXXXXXX SPAS USA, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.17

Schedules. Schedule 1.1 Purchased Assets 1.1(a)(i) Real Property Schedule 1.2 1.1(a)(ii) Leased Real Property Schedule 1.1(b) Equipment Schedule 1.1(c) Contracts Schedule 1.1(d) Excluded Inventory Schedule 1.1(e) Vehicles Schedule 1.1(g) Intellectual Property Schedule 1.1(i) Scheduled Permits Schedule 1.1(l) Liens, Encumbrances and Related Matters Schedule 1.2(b) Specifically Excluded Assets Schedule 2.2 Assumed Liabilities 2.1(b) Trade Payables and Expense Accruals Schedule 2.6 2.2(q) Specific Inter-company Payables Schedule 3.3(b) GAAP Procedures Schedule 3.5 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Purchase Price Schedule 4.5 Consents of Seller Parties to Assignment Schedule 4.9 No Subsidiaries 5.1.1 Jurisdictions Where Sellers Qualified Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 5.6.1 Financial Statements Schedule 5.4 5.6.2 Unreserved Liabilities Schedule 5.7.1 Title to Inventory Schedule 5.7.2 Excessive Purchase Commitments Schedule 5.9.1 Leased Personal Property Consents Required Schedule 7.10 5.9.2 Excluded Assets Material to Operation Schedule 5.9.3 Acquired Assets not in Good Operating Condition Schedule 5.10.1 Real Property Legal Descriptions; Tax Parcel Identification Schedule 5.10.2 Leased Real Property Liens Schedule 5.10.3 Operational Permits not Obtained Schedule 5.11.1 Contracts Schedule 5.11.2 Commitments for Capital Expenditures Schedule 5.11.3 Pending or Threatened Contract Terminations Schedule 5.13 Insurance Policies Schedule 5.14.1 Environmental Matters Schedule 5.14.2 Environmental Permits and Licenses Schedule 5.14.3 Employee Health and Safety Matters Schedule 5.15 Litigation Matters Schedule 5.16 Certain Terms of Xxxxxxx Employment Changes Schedule 5.17 Brokers and Finders Schedule 5.18.1 All Furniture Business Employees Schedule 5.18.2 Selected Employees Schedule 5.18.3 Employee Obligations Schedule 5.19 Approvals, Permits and Licenses Schedule 5.20.1 Federal and State Tax Returns Not Timely Filed; Tax Disputes; Tax Filing Extensions Schedule 5.20.2 Tax Bills for 1999 Schedule 5.20.3 Audits; Tax Sharing Agreements Schedule 7.11 Certain Terms of License 5.21 Employee Benefit Plans Schedule 7.17 Termination of 5.24 Customer Relations Schedule 5.26 Persons Deemed to Have "Knowledge" Schedule 11.2.1 Employees Not Offered Employment Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into as of April 30, 2001 by and among XXXXXXX SPAS USA, INC., a Florida corporation ("Buyer" as modified pursuant 11.6 Territory Schedule 11.14.1 Facility Property Schedule 11.14.2 Improvements to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred Facility Schedule 11.16 Excluded Assets to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.be Removed Schedule 14.1 CMC Holdings Property Description

Schedules. Schedule 1.1 Purchased Assets 2.1(a) Tangible Personal Property Schedule 1.2 Excluded Assets 2.1(c) Real Property Schedule 2.2 Assumed Liabilities 2.1(h) Permits and Contracts Schedule 2.6 2.4 Form of Closing Statement Schedule 2.5 Allocation of Consideration Purchase Price Schedule 2.11 Listed Percentages 3.1 Organization; Power Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 3.5 Financial Statements Schedule 5.4 Consents 3.6 Conduct in the Ordinary Course; Absence of Certain Changes, Events and Conditions Schedule 7.10 3.7 No Undisclosed Liabilities Schedule 3.8 Title to Assets Schedule 3.9 Permits Schedule 3.10(a) Owned Real Property Schedule 3.10(b) Leases Schedule 3.11 Compliance with Laws Schedule 3.12(a) Material Contracts Schedule 3.12(b) Material Contracts (Enforceability) Schedule 3.12(c) Material Contracts (Breach/Default) Schedule 3.13 No Violations Schedule 3.14 Intellectual Property Schedule 3.15 Litigation Schedule 3.16(a) Employee Benefit Plans Schedule 3.18 Environmental Matters Schedule 3.19(a) Labor Matters Schedule 3.19(b) Active Employees/Inactive Employees Schedule 3.21 Inventories Schedule 3.22 Certain Terms Interests Schedule 5.2 Conduct of Xxxxxxx Employment Agreements the Sky Division's Business Schedule 7.11 Certain Terms 8.10 Warehouse Letters EXHIBITS Exhibit A-1 Form of Note Exhibit A-2 Form of Press Note Exhibit A-3 Form of Security Agreement Exhibit B-1 Commitment Letter of Congress Financial Corporation Exhibit B-2 Commitment Letter of General Electric Business Asset Funding Corporation Exhibit B-3 Commitment Letter of General Electric Business Asset Funding Corporation Exhibit C Form of Opinion of Seller's Counsel Exhibit D Form of License Schedule 7.17 Termination Agreement Exhibit E Matters for Opinion of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY Buyer's Counsel Exhibit F Form of Supply Agreement ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into Agreement, dated as of April 305, 2001 (this "Agreement"), by and among XXXXXXX SPAS USAbetween DURANGO GEORGIA CONVERTING LLC, a Delaware limited liability company (the "Seller"), and TST IMPRESO, INC., a Florida Delaware corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "BeneficiaryBuyer"). The Sellers, Buyer and the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx Seller are sometimes referred to herein, individually, collectively herein as the "Seller Parties" and, individually, a ."Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased Assets 1.1(a) Debt-Like Items Schedule 1.2 1.1(b) Excluded Assets Schedule 2.2 Assumed 1.1(c) Permitted Liens Schedule 1.1(d) Retained Liabilities Schedule 2.6 Allocation of Consideration 4.2 Capitalization; Subsidiaries Schedule 2.11 Listed Percentages 4.3 No Conflict; Required Filings and Consents Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification 4.4 Financial Statements Schedule 4.5 Taxes Schedule 4.6(b) Sufficiency of Assets Schedule 4.7 Leased Real Property Schedule 4.8 Compliance with Laws Schedule 4.11 Permits Schedule 4.12 Employee Benefit Plans Schedule 4.13 Material Contracts Schedule 4.14 Customers and Suppliers Schedule 4.15 Legal Proceedings Schedule 4.16(a) Company Intellectual Property Schedule 4.16(b) Licensed Intellectual Property Schedule 4.17 Insurance Schedule 4.18 Labor and Employee Matters Schedule 4.19 Environmental Matters Schedule 4.20 Conduct of Business Schedule 4.23 No Undisclosed Liabilities Schedule 4.24 Affiliate Transactions Schedule 4.25 Intercompany Accounts Schedule 5.4 No Conflict; Required Filings and Consents Schedule 7.1 Interim Operations of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d7.9(b) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Canadian Business Employees Schedule 15.12 Build Out Expenses EXECUTION COPY 7.20 Dissolution ANNEXES Annex I Definitions Annex II Illustration of Working Capital and Accounting Principles EXHIBITS Exhibit A Equity Transfer Documents Exhibit B Xxxx of Sale Exhibit C Assignment & Assumption Agreement Exhibit D Transition Services Agreement Exhibit E Put Option Agreement Exhibit F Adherence Agreement for Coltec France EQUITY AND ASSET PURCHASE AGREEMENT This Asset Purchase Agreement THIS EQUITY AND ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into dated as of April 30October 12, 2001 2021, by and among XXXXXXX SPAS USAEnPro Holdings, INC.Inc., a Florida North Carolina corporation ("Buyer" as modified pursuant to Section 1.4“EnPro Holdings”), BIRMINGHAM DAY SPA, LLCCompressor Products Holdings Limited (UK), a Pennsylvania private limited company incorporated in England and Wales (“UK Seller”), EnPro Hong Kong Holdings Company Limited, a company incorporated under the laws of Hong Kong Special Administrative Region of the People’s Republic of China (“EnPro Hong Kong”), Xxxxxxx GmbH, a limited liability company organized under the laws of Germany (“Xxxxxxx Germany” and collectively with EnPro Holdings, UK Seller and EnPro Hong Kong, the “Equity Sellers” and each an “Equity Seller”), Compressor Products International Canada, Inc., an Alberta corporation (“CPI Canada”), and Xxxxxxx of Canada Ltd., an Ontario corporation (“Garlock Canada” and, collectively with CPI Canada, the “Asset Sellers” and each an “Asset Seller”), Granite US Holdings Corporation, a Delaware corporation (“Buyer”), Granite Holdings II B.V., a limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller"besloten vennootschap met beperkte aansprakelijkheid) THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared incorporated under the laws of the State Netherlands, having its statutory seat in Amsterdam and registered with the trade register of Pennsylvania the chamber of commerce (handelsregister van xx Xxxxx van Koophandel) under number 74783238, as Buyer guarantor (“Granite Holdings”), and EnPro Holdings, in its capacity as Seller Representative (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"“Seller Representative”). The Sellers, Equity Sellers and the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx Asset Sellers are sometimes collectively referred to herein, individually, herein as "the “Seller Parties" and, individually, ” and each as a "“Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement”.

Schedules. Schedule 1.1 Purchased Assets 1.01(a) Refinancing Indebtedness to Be Repaid Schedule 1.2 Excluded Assets 1.01(b) Norwegian Obligations Guarantors Schedule 2.2 Assumed Liabilities 1.01(c) US Obligations Guarantors Schedule 2.6 Allocation of Consideration 1.01(d) Material Indebtedness Schedule 2.11 Listed Percentages 1.01(e) Restricted Subsidiaries Schedule 3.4 1.01(f) Mandatory Costs Schedule 3.03 Governmental Approvals; Compliance with Laws Schedule 3.06(c) Violations or Proceedings Schedule 3.07(b) Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Third Parties Schedule 4.9 No Subsidiaries 3.08 Litigation; Compliance with Laws Schedule 4.10 Capital Stock 3.13 Taxes Schedule 3.18 Environmental Matters Schedule 3.19 Insurance Schedule 4.01(g) Local Counsel Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 9.01 Role of the Sellers Revolving Credit Administrative Agent Schedule 10.03 Indemnification by Borrowers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Lenders EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence Certificate Exhibit E Form of Changes Schedule 4.29 Bank Relationships; Power Interest Election Request Exhibit F Form of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms Joinder Agreement Exhibit G Form of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms LC Request Exhibit H Form of License Schedule 7.17 Termination Lender Addendum Exhibit I Form of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE Term Note Exhibit J-x Form of Assets Questionnaire Exhibit J-2 Form of Assets Questionnaire Supplement Exhibit K-l Form of US Pledge Agreement Exhibit K-2 Form of UK Share Charge Exhibit K-3 Form of Norwegian Share Mortgage Exhibit K-4 Form of Isle of Man Share Charge Exhibit K-5 Form of Brazilian Quota & Pledge Agreement Exhibit L Forms of Opinions Exhibit M Form of Solvency Certificate Exhibit N Form of Intercompany Note Exhibit O Form of Non -Bank Certificate CREDIT AGREEMENT This Asset Purchase Agreement is entered into CREDIT AGREEMENT (this “Agreement”) dated as of April 30December 16, 2001 by 2005, among PETROLEUM GEO-SERVICES ASA, a Norwegian public limited liability company (the “Norwegian Borrower”) and among XXXXXXX SPAS USAPGS FINANCE, INC., a Florida Delaware corporation ("Buyer" as modified pursuant to Section 1.4the “US Borrower” and, together with Norwegian Borrower, “Borrowers”), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company the Guarantors ("Birmingham"such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), 00xx XXXXXX DAY SPAthe Lenders, LLC, a New York limited liability company UBS SECURITIES LLC ("57th Street"“UBSS”), GH DAY SPASCREDIT SUISSE and BARCLAYS CAPITAL (“Barclays”), INC.as term loan lead arrangers and bookrunners (in such capacity, the “Term Loan Arrangers”), BARCLAYS, UBSS and CREDIT SUISSE, as revolving credit lead arrangers and revolving credit lead bookrunners, DnB NOR BANK ASA as a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx revolving credit lead arranger ("GHDS" and in such capacity, together with Birmingham Barclays, UBSS and 57th StreetCredit Suisse in their respective capacities as revolving credit lead arrangers, the "Spa Sellers", and individually, a "Spa Seller"“Revolving Credit Arrangers”), GH DAY SPA SECOND STREETUBS AG, LLCSTAMFORD BRANCH, a Pennsylvania limited liability company as term loan administrative agent ("Second Street" in such capacity, the “Term Loan Administrative Agent”) for the Lenders, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties and as revolving credit syndication agent (in such capacity, the “Revolving Credit Syndication Agent”), BARCLAYS BANK PLC, as issuing bank (in such capacity, the “Issuing Bank”) and as revolving credit administrative agent (in such capacity, the “Revolving Credit Administrative Agent” and, together with the Spa SellersTerm Loan Administrative Agent, the "Operational Sellers"“Administrative Agents”) for the Lenders, and individuallyBARCLAYS CAPITAL, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation as term loan documentation agent ("Greenhouse"and together with the Operational Sellersin such capacity, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH"“Term Loan Documentation Agent”) and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as term loan syndication agent (in such capacity, the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust"“Term Loan Syndication Agent”) and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street as revolving credit documentation agent (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellersin such capacity, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement“Revolving Credit Documentation Agent”).

Schedules. Schedule 1.1 Purchased 1.4(a) - Estimated Closing Statement Schedule 1.5(c) - FMI Capital Advisors’ Fees on Earnout Payments Schedule 2.1 - Equity Interests Schedule 2.2 - Required Filings and Consents Schedule 2.4(a) - Owned Real Property Schedule 2.4(b) - Leased Real Property Schedule 2.5 - Material Assets Schedule 1.2 Excluded Assets Schedule 2.2 Assumed Liabilities Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d2.6(a) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 - Financial Statements Schedule 5.4 2.6(b) - Other Liabilities Since the Date of the Interim Balance Sheet Schedule 2.7 - Backlog Schedule 2.8 - Taxes Schedule 2.9 - Accounts Receivable / Accounts Payable Schedule 2.9(b) - Accounts Payable to Related Parties Schedule 2.10 - Certain Changes Since the Date of the Interim Balance Sheet Schedule 2.11 - Intellectual Property Schedule 2.13 - Material Contracts Schedule 2.14 - Litigation Schedule 2.16 - Insurance Schedule 2.17 - Warranty and Related Matters Schedule 2.19 - Approvals Schedule 2.20 - Related Parties Schedule 2.21(a) - Employee Benefit Programs Schedule 2.21(c) - Unpaid Contributions Schedule 2.21(d) - Post Termination Benefits Schedule 2.22 - Third-Party Environmental Liabilities Schedule 2.23(b) - Labor Matters Schedule 2.23(c) - WARN Act Schedule 2.24(a) - Customers and Partners Schedule 2.24(b) - Certain Unapproved Change Orders with Customers Schedule 2.24(c) - Certain Unapproved Change Orders with Subcontractors or Suppliers Schedule 2.26 - Bids; Proposals Schedule 2.27 - Bank Accounts Schedule 2.28 - Government Contracts Schedule 2A.2 - Required Filings and Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements 3.5 - Work-in-Progress Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET 5.4 - Guaranties STOCK PURCHASE AGREEMENT This Asset Purchase Agreement THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 30July 1, 2001 2011 (the “Effective Date”) by and among XXXXXXX SPAS USA, INC.Tutor Perini Corporation, a Florida Massachusetts corporation ("“Buyer" as modified pursuant to Section 1.4”), BIRMINGHAM DAY SPA, LLCLunda Construction Company, a Pennsylvania limited liability company Wisconsin corporation ("Birmingham"the “Company”), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the TrustXxxxx Xxxxx 2000 Trust Dated December 27, GHDS 2000, Xx. Xxxx X. Holmquist, Xx. Xxxx X. Gehl, the Xxxxxx X. Xxxxxx 2000 Trust Dated December 27, 2000, Xx. Xxx X. Braun, Xx. Xxxxxx X. Behnke, Xx. Xxxxxxx X. Rust and TGH Xx. Xxxx Xxxx (each a “Shareholder” and collectively, the “Shareholders”), and, solely for purposes of Section 3.3 and Section 6.5, Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx and Xxxxx Xxxxx. Buyer, the Company and the Shareholders are sometimes referred to herein, individually, and collectively herein as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller “Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.”

Schedules. Schedule 1.1 Purchased A Description of Software Products Schedule 1.1.a Inventory Schedule 1.1.c Software Contracts Schedule 1.1.d Computer Equipment Schedule 1.1.e Office Furniture Schedule 1.1.f Leases Schedule 1.1.g General Contracts Schedule 1.1.h Real Property Schedule 1.1.j Authorizations Schedule 1.1.k Accounts Receivable Schedule 1.1.l Intellectual Property Schedule 1.1.m Insurance Policies Schedule 1.1.o Liquid Assets Schedule 1.2 1.1.q Business Interests Schedule 1.3 Excluded Assets Schedule 2.2 2.1.c Certain Contract Liabilities Schedule 2.1.d Assumed Liabilities Schedule 2.6 Allocation of Consideration 3.1.f Paid Liabilities Schedule 2.11 Listed Percentages 3.3 Restrictive Legend Schedule 3.4 4.3 Conflicts Schedule 4.4 Required Government Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Required Contract Consents Schedule 4.7 Condition of Seller Parties Property Schedule 4.9 No Subsidiaries 4.9.b Copyright Notices Schedule 4.9.c Trade Secrets Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Technical Documentation Schedule 4.13 Litigation Software Licenses Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 4.16 Financial Statements Schedule 5.4 Consents 4.17 Undisclosed Liabilities Schedule 7.10 Certain Terms 4.18.a Ordinary Course of Xxxxxxx Business Schedule 4.18.b Material Adverse Change Schedule 4.18.c Absence of Particular Events Schedule 4.18.d Absence of Joint Ventures, Etc. Schedule 4.19 Major Vendors and Customers Schedule 4.20.a Litigation Schedule 4.20.b Historic Litigation Schedule 4.21.a Compliance with Laws Schedule 4.21.c Environmental Compliance Schedule 4.22.a State Sales Tax Summary Schedule 4.22.b State Sales Taxes, etc. Schedule 4.23.a List of Personnel Schedule 4.23.b Compensation, etc. Schedule 4.23.c Retirement Plans Schedule 4.24 Insurance Policies Schedule 4.25 Sufficiency of Rights Schedule 4.26 Broker's or Finder's Fees Schedule 4.27 Related-Party Transactions Schedule 11.2.h Opinion of Seller's Counsel Schedule 11.2.i Opinion of Buyer's Counsel Schedule 11.2.j Employment Agreements Schedule 7.11 Certain Terms 11.2.k Non-Competition Agreement of License Seller Schedule 7.17 Termination 11.2.l Non-Competition Agreement of Kennedy Schedule 12.2 Xxxxxxtion of Purchase Price Schedule 13.1 Hiring of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is THIS ASSET PURCHASE AGREEMENT (this "Agreement"), made and entered into as this 30th day of April 30March, 2001 1998, by and among XXXXXXX SPAS USAMarketing Information Systems, INC.Inc., a Florida an Illinois corporation ("Buyer" as modified pursuant to Section 1.4MIS"), BIRMINGHAM DAY SPA, LLCMSM Systems Europe B.V., a Pennsylvania Dutch limited liability company and a wholly-owned subsidiary of MIS ("BirminghamSubsidiary"), 00xx XXXXXX DAY SPAand, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th StreetMIS, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGHInformation Management Associates, LLCInc., a Pennsylvania limited liability company Connecticut corporation ("TGHBuyer"), John B. Kennedy ("Kennedy"), Xxxxxx Xxxxxxxs Fxxx XX, L.P. ("EVF II") and the holder of all of the Capital Stock of GreenhouseEdison Ventures Fund II-PA, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania L.P. (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "ShareholdersEVF II-PA" and, individuallytogether with Kennedy and EVF II, a the "ShareholderSharxxxxxxxs"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.;

Schedules. Schedule 1.1 Purchased Assets A Restrictive Covenants Agreements Schedule 1.2 1.1(a) Transferred Real Property Leases Schedule 1.1(b) Tangible Personal Property Schedule 1.1(d) Information Systems and Software Schedule 1.2(e) Excluded Contracts Schedule 1.2(n) Excluded Assets Schedule 2.2 Assumed 1.3(d) Current and Accrued Liabilities Schedule 2.6 Allocation 1.4(m) Excluded Liabilities Schedule 3.1(c) Governmental Approvals or Notice; Conflicts with Instruments Schedule 3.1(d) Financial Statements Schedule 3.1(e) Leased Real Property Schedule 3.1(f) Liens and Encumbrances Schedule 3.1(g) Material Contracts Schedule 3.1(h) Legal Proceedings Schedule 3.1(i) Employees Schedule 3.1(j) Intellectual Property Schedule 3.1(k) Government Licenses, Permits and Related Approvals Schedule 3.1(l) Conduct of Consideration Business in Compliance with Regulatory Requirements Schedule 2.11 Listed Percentages 3.1(m) Employee Benefit Plans and Arrangements Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d3.1(n) Environmental Matters (Operations and ActivitiesSchedule 3.1(p) Tax Matters Schedule 4.16(f3.1(q) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes or Events Schedule 4.29 Bank Relationships3.1(r) Absence of Undisclosed Liabilities Schedule 3.1(s) Material Customers Schedule 3.1(t) Insurance Schedule 3.2(c) Governmental Approvals or Notice; Power Conflicts with Instruments Schedule 3.2(f) Buyer Capitalization Schedule 5.6 Leave of Attorney Absence Employees Schedule 4.30 Accreditations 5.7 Noncompetition Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 6.3 Consents Schedule 7.10 Certain Terms 11.9 Knowledge of Xxxxxxx Employment Parent EXHIBITS Exhibit A Form of Management Restrictive Covenants Agreements Schedule 7.11 Certain Terms Exhibit B Subordinated Loan Agreement Exhibit C Warrant Exhibit D Agreed Accounting Principles Exhibit E Financing Commitments Exhibit F Operating Agreement Exhibit G Xxxx of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY Sale, Assignment and Assumption Agreement Exhibit H Transition Services Agreement Exhibit I Trademark Assignment Exhibit J Intercreditor Agreement Exhibit K Escrow Agreement ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into ASSET PURCHASE AGREEMENT, dated as of April 30February 4, 2001 by and 2008 (this “Agreement”), among XXXXXXX SPAS USAXXXXXX HIGHLAND GROUP, INC., a Florida Delaware corporation ("Buyer" as modified pursuant to Section 1.4“Parent”), BIRMINGHAM DAY SPAXXXXXX GLOBAL RESOURCES HOLDINGS, LLCINC., a Pennsylvania limited liability company Delaware corporation and a wholly owned subsidiary of Parent ("Birmingham"“Holdings”), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPASGLOBAL RESOURCES MANAGEMENT, INC., a Pennsylvania corporation and the holder a wholly owned subsidiary of all of the Capital Stock of 00xx Xxxxxx Holdings ("GHDS" “Management;” Parent, Holdings and together with Birmingham and 57th Street, the "Spa Management are referred to herein collectively as “Sellers", and individually, a "Spa Seller"”), GH DAY SPA SECOND STREETSYSTEM ONE HOLDINGS, LLC, a Pennsylvania Delaware limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"“Buyer”), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individuallysolely for the purposes of Section 5.11, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this AgreementXxxx Xxxxxxx.

Schedules. Bank Disclosures ---------------- Schedule 1.1 Purchased Assets Schedule 1.2 Excluded Assets Schedule 2.2 Assumed Liabilities Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages 2.9 Outstanding Options Schedule 3.4 Consents Changes to Line of Shareholders Business, Operating Procedures, etc. Schedule 4.1 Organization 3.6 New or Changes to Compensation, Employment Agreements; Number of Full Time Employees Schedule 4.2 Qualification 3.7 New or Modifications to Benefit Plans Schedule 4.5 Consents of Seller Parties 3.11 New or Changes to Material Contracts Schedule 4.9 4.1(C) Shares Outstanding Schedule 4.1(G) No Subsidiaries Defaults - Agreements Requiring Third Party Consent Schedule 4.10 Capital Stock of the Sellers and the Company 4.1(H) Financial Reports Schedule 4.11 Predecessor Status 4.1(J) No Events Causing Material Adverse Effect Schedule 4.12 Related Party 4.1(L) Litigation, Regulatory Action Schedule 4.13 Litigation Schedule 4.15 4.1(M) Compliance With with Laws Schedule 4.16(d4.1(N) Material Contracts Schedule 4.1(Q)(1) List of Employee Benefit Plans Schedule 4.1(Q)(2) Employee Benefit Plans Not Qualified Under ERISA Schedule 4.1(Q)(6) Obligations for Retiree Health and Life Benefits Schedule 4.1(Q)(7) Agreements Resulting in Payments to Employees Under Any Compensation and Benefit Plan with Respect to Proposed Transaction Schedule 4.1(T) Asset Classification Schedule 4.1(V) Insurance Schedule 4.1(W) Affiliates Schedule 4.1(Y) Plan's Effect on Rights Under Articles, Bylaws or Agreements Schedule 4.1(Z)(2) Pending Proceedings with Respect to Environmental Matters Schedule 4.1(Z)(3) Pending Proceedings with Respect to Environmental Matters Involving Loan/Fiduciary Property Schedule 4.1(Z)(4) Pending Proceedings with Respect to Environmental Matters Listed in Sections 4.1(Z)(2) or (Operations and Activities3) Schedule 4.16(f4.1(Z)(5) Actions During Ownership Which Could Have Material Adverse Effect with Respect to Environmental Matters (Assessments and AuditsSchedule 4.1(Z)(6) Actions Prior to Ownership Which Could Have Material Adverse Effect with Respect to Environmental Matters Schedule 4.17 Liabilities and Obligations 4.1(AA) Tax Reports Matters Schedule 4.18 Receivables 4.1(CC) Derivative Contracts Schedule 4.19 Real Properties 4.1(EE)(1) Employment Contracts Requiring Payment in Connection with Termination Schedule 4.19(h4.1(EE)(2) Service Leases with Aggregate Annual Rent Exceeding $10,000 Schedule 4.1(EE)(3) Material Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into as of April 30, 2001 by and among XXXXXXX SPAS USA, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.Affiliates

Schedules. Schedule 1.1 1.1(a) Business Employees Schedule 1.1(b)(i) DAS Principals Schedule 1.1(b)(ii) DAS Professionals Schedule 2.1(b) Personal Property Schedule 2.1(c) Purchased Contracts Schedule 3.3(b) Seller Required Consents Schedule 3.4 Sufficiency of Assets Schedule 1.2 Excluded Assets 3.5 Permits Schedule 2.2 Assumed Liabilities 3.6(a) Seller Compliance with Law Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of 3.6(b) Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws 3.7(a) Business Employee Information Schedule 4.16(d3.7(b) Environmental Matters (Operations and ActivitiesBenefit Plans Schedule 3.7(d) Notice of Intent to Withdraw Schedule 4.16(f3.8(a) Environmental Matters (Assessments and AuditsMaterial Contracts Schedule 3.8(b) Unapplied Retainers Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h3.9(a) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 September 30, 2003 Financial Statements Schedule 5.4 3.9(c) Certain Changes Subsequent to September 30, 2003 Schedule 3.9(c)(viii) Transactions with Business Employees Schedule 3.9(c)(ix) Changes in Employment Terms of Business Employees Schedule 3.12 Material Clients Schedule 3.14 Government Contracts Schedule 3.15 Business Activity Restrictions Schedule 4.3(b) Buyer Required Consents Schedule 7.10 Certain Terms 5.2 Seller's Conduct of Xxxxxxx Business Until Closing Date Exhibits Exhibit A Form of Client Consent Exhibit B Description of DAS Services Exhibit C Description of Permitted Services Exhibit D Form of Bill of Sale Exhibit E Form of Assumption Agreement Exxxxxt F Form of Transition Services Agreement Exhibit G Form of DAS Principal Certificate Exhibit H Form of Principal Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY Agreement ASSET PURCHASE AGREEMENT This Asset Purchase Agreement ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of April 30October 22, 2001 2003, by and among XXXXXXX SPAS USAKPMG LLP, a Delaware limited liability partnership ("Seller"), DAS BUSINESS, LLC, a Maryland limited liability company ("Buyer"), and FTI CONSULTING, INC., a Florida Maryland corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("BirminghamParent"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased Assets 1 CX Owned Real Property Schedule 1.2 2 CX Applicable Contracts Part A CX Leased Real Property Part B CX Real Property Contracts Schedule 3 Bonds and Other Security Schedule 4 Specifically Excluded Assets Items Schedule 2.2 Assumed Liabilities 5 Cash, Deposits and Cash Equivalents Schedule 2.6 6 Purchase Price Allocation of Consideration Schedule 2.11 Listed Percentages 7 CX Ranch Sellers Schedule 3.4 Consents of Shareholders 8 CX Permits Schedule 4.1 Organization 9 YCMC Real Property Schedule 4.2 Qualification 10 YCMC Applicable Contracts Part A YCMC Leased Real Property Part B YCMC Real Property Contracts Schedule 4.5 Consents of Seller Parties 11 YCMC Permits Schedule 4.9 No Subsidiaries 12 Property Map Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 13 YCMC Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms 14 Bank Accounts EXHIBITS Exhibit A Conveyancing Instruments for Owned Real Property Exhibit B Conveyancing Instruments for Leased Real Property and Real Property Contracts Exhibit C Affidavit of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms Seller’s Non-Foreign Status Exhibit D-1 Assignment and Assumption Agreement for NPRB Holding Company Interests in Pacific NPRB Holdings, LLC Exhibit D-2 Assignment and Assumption Agreement for NPRB Holding Company Interests in Atlantic NPRB Holdings, LLC Exhibit E-1 Lease Amendments for the YCMC Parent Leases (Chevron) Exhibit E-2 Lease Amendments for the YCMC Parent Leases (CONSOL) Exhibit F Acknowledgment of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET CX Ranch Operating Agreement Exhibit G Rail Spur Access Agreement Exhibit H-1 Buyer Parent Guaranty (Chevron NPRB Lead) Exhibit H-2 Buyer Parent Guaranty (CONSOL NPRB Lead) PURCHASE AND SALE AGREEMENT This Asset Purchase Agreement is THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), entered into on June 29, 2012 among the CX Ranch Sellers (as of April 30, 2001 by and among XXXXXXX SPAS USA, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4defined below), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, CHEVRON U.S.A. INC., a Pennsylvania corporation ("Greenhouse"and together “Chevron NPRB Lead”), CONSOL ENERGY INC., a Delaware corporation (“CONSOL NPRB Lead”, and, collectively with Chevron NPRB Lead and the Operational CX Ranch Sellers, the "“Sellers"”), and individually, a "Seller"), TGH, ARROWHEAD I LLC, a Pennsylvania Delaware limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"“Buyer”), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased Assets Schedule 1.2 Excluded Assets Schedule 2.2 Assumed Liabilities Schedule 2.6 Allocation 1.1(a) Knowledge of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status 1.2 Permitted Encumbrances Schedule 4.12 Related Party 4.3 Seller Defaults or Conflicts Schedule 4.13 4.4 Seller Governmental Authorizations or Consents Required Schedule 4.5 Seller Ownership of Company Schedule 5.2 Company Capitalization Schedule 5.3(a) Company Subsidiary Schedule 5.3(b) Investments Schedule 5.5 Company Defaults or Conflicts Schedule 5.6 Governmental Authorizations Required Schedule 5.8(a) Intellectual Property Rights Schedule 5.8(b) Exceptions to Intellectual Property Rights Schedule 5.8(d) Violation of Intellectual Property Rights Schedule 5.10 Contracts Schedule 5.11 Litigation Schedule 4.15 Compliance With Laws 5.12 Taxes Schedule 4.16(d5.13 Permits Schedule 5.14(a) Environmental Matters Programs; Program Agreements Schedule 5.14(b) Third Party Payor Contracts Schedule 5.15(a) Pending Program Participations/Enrollments Schedule 5.15(b) Pending Reimbursement Audits/Appeals Schedule 5.16(e) Company Accreditations Schedule 5.16(f) Company Reimbursement Approvals Schedule 5.16(g) Health Care Audits Schedule 5.17(a) Company Benefit Plans vi TABLE OF CONTENTS (Operations and ActivitiesContinued) Schedule 4.16(f5.17(d) Multiemployer Plans Schedule 5.17(g) Acceleration Schedule 5.18 Environmental Matters (Assessments and AuditsCompliance Schedule 5.20(a)(i) Owned Real Property Schedule 4.17 Liabilities and Obligations 5.20(a)(ii) Owned Real Property – Title; Owned Property Leases; Options Schedule 4.18 Receivables 5.20(a)(iv) Owned Real Property – Condition Schedule 4.19 5.20(b) Leased Real Properties Property Schedule 4.19(h) Service Contracts SCHEDULES (continued) 5.21 Affiliate Transactions Schedule 4.20(a) Capital Leases 5.22 Certain Changes or Events Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships5.24 Banks; Power of Attorney Schedule 4.30 Accreditations 6.3 Buyer Capitalization Schedule 4.32 Liens 6.5 Buyer Defaults or Conflicts Schedule 4.33 Financial Statements 6.6 Authorizations and Consents Required by Buyer Schedule 5.4 Consents Schedule 7.10 Certain Terms 7.1 Conduct of Xxxxxxx Employment Agreements Business of the Company Schedule 7.11 Certain Terms of License Employee Matters Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET 8.8 Required Consents STOCK PURCHASE AGREEMENT This Asset Purchase Agreement STOCK PURCHASE AGREEMENT is entered into dated as of April 30February 6, 2001 by and 2008 (this “Agreement”) among XXXXXXX SPAS USA, INC.MBF Healthcare Acquisition Corp., a Florida Delaware corporation ("the “Buyer" as modified pursuant to Section 1.4”), BIRMINGHAM DAY SPACritical Homecare Solutions Holdings, LLCInc., a Pennsylvania limited liability company Delaware corporation ("Birmingham"the “Company”), 00xx XXXXXX DAY SPAKohlberg Investors V, LLCL.P., a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation the “Sellers’ Representative”) and the holder of all other stockholders of the Capital Stock of 00xx Xxxxxx Company set forth on the signature pages hereto ("GHDS" and together with Birmingham and 57th Streeteach, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers’ Representative, a “Seller” and collectively, the "Operational “Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC”)., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased Assets 1.5 Assumed Agreements Schedule 1.2 1.10 Builder Contracts Schedule 1.31 Excluded Assets Schedule 2.2 Assumed Liabilities 1.35 Fixed Assets Schedule 2.2(c) Stock Recipients Schedule 2.6 Purchase Price Allocation of Consideration Schedule 2.11 Listed Percentages 3.1 Jurisdictions Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents Approvals and Notices Required of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d3.5(a) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Audited Financial Statements Schedule 5.4 Consents 3.5(b) Unaudited Financial Statements Schedule 7.10 Certain Terms of Xxxxxxx 3.5(f) Indebtedness Schedule 3.6 Adverse Changes Schedule 3.7 Title Exceptions Schedule 3.11 Leased Real Estate Schedule 3.12 Taxes Schedule 3.13 Employment Agreements Schedule 7.11 Certain Terms 3.14 Employment Matters Schedule 3.15 Employee Benefit Plans Schedule 3.16 Non-Competition Agreements Schedule 3.17 Licenses and Permits Schedule 3.18 Legal Proceedings Schedule 3.20 Compliance Exceptions Schedule 3.21 Environmental Matters Schedule 3.25 Intellectual Property Rights Schedule 3.26 Insurance Schedule 3.27 Affiliated Transactions Schedule 3.28 Change of License Control Provisions Schedule 7.17 Termination 3.29 Brokerage Fees Schedule 3.30 Customers, Suppliers and Distributors Schedule 4.4 Approvals and Notices Required of Employees Buyer Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AGREEMENT This Asset Purchase 5.4 Closing Condition Consents Schedule 5.20 Releases and Payoffs EXHIBITS Exhibit A Assignment and Assumption Agreement is entered into as Exhibit B Bill of April 30, 2001 by and among XXXXXXX SPAS USA, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder Sale Exhibit C Escrow Agreement Exhibit D Opinion of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST uSelling Parties' Counsel Exhibit E Subscription Agreement Exhibit F Buy/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.Sell Agreement Exhibit G FIRPTA Certificate Exhibit H Employment Agreement Exhibit I Intellectual Property Assignment

Schedules. Schedule 1.1 Purchased Assets 1.1(a) Inventory Schedule 1.2 Excluded Assets 2.5(a) TETRA Contract Projects Schedule 2.2 Assumed Liabilities 3.1 Foreign Jurisdiction Qualifications Schedule 2.6 Allocation of Consideration 3.2 Sellers Consents and Approvals Schedule 2.11 Listed Percentages 3.3(b) TETRA Liens Schedule 3.4 Consents of Shareholders 3.4(a) Material Contracts Schedule 4.1 Organization 3.4(b) Contract Exceptions Schedule 4.2 Qualification 3.5 Legal Proceedings Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d3.6(a) Environmental Matters (Operations and Activities) Schedule 4.16(f3.6(b) Environmental Matters (Assessments Permits Schedule 3.7(a) Capitalization of the Companies Schedule 3.7(b) Rights in Respect of Equity Interests Schedule 3.8(a) Owned Real Property Schedule 3.8(b) Leased Real Property Schedule 3.9(a) Intellectual Property and AuditsLicenses Schedule 3.9(b) Intellectual Property Status Schedule 4.17 Liabilities and Obligations 3.10(a) Employees Schedule 4.18 Receivables 3.10(b) Consultants Schedule 4.19 Real Properties 3.10(c) Collective Bargaining Agreements Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a3.10(d) Employee Matters (Employees; CompensationClaims Schedule 3.10(e) Employment Arrangements Schedule 4.26(c3.11(a) Employee Matters (Employee Benefit PlansPlans Schedule 3.11(b)(iii) Welfare Benefits Schedule 4.26(e3.11(b)(iv) Employee Matters (Pension Plans) Compensation or Benefits Schedule 4.28 Absence 3.12 Taxes Schedule 3.15 Related Party Transactions Schedule 3.18 Vessels and Barges Schedule 4.2 Buyer Consents and Approvals Schedule 5.9 Financial Assurances EXHIBITS Exhibit A – Form of Changes Schedule 4.29 Bank Relationships; Power Assignment of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms TSB Shares Exhibit B – Form of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms Assignment of License Schedule 7.17 Termination TAT Interests Exhibit C – Form of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET Transition Services Agreement Exhibit D – Form of Co-Employer Agreement Exhibit E – Form of Release of Mortgage EQUITY INTEREST PURCHASE AGREEMENT This Asset Purchase Agreement THIS EQUITY INTEREST PURCHASE AGREEMENT, dated as of February 28, 2018 (this “Agreement”), is entered into as of April 30, 2001 by and among XXXXXXX SPAS USATETRA Technologies, INC.Inc., a Florida Delaware corporation ("Buyer" as modified pursuant to Section 1.4“TETRA”), BIRMINGHAM DAY SPATETRA Production Testing Holding LLC, a Delaware limited liability company (“TETRA Holding”, and together with TETRA, the “Sellers”), and Epic Offshore Specialty, LLC, a Pennsylvania Delaware limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"“Buyer”). The Sellers, the Shareholders, the Trustee, the Beneficiary Sellers and Xxxxx Xxxxxxx Buyer are sometimes hereinafter collectively referred to herein, individually, as "Seller the “Parties" and, individually, ” and each individually as a "Seller “Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.” RECITALS

Schedules. Schedule 1.1 Purchased Assets Revolving Loan Commitments Schedule 1.2 Excluded Assets Schedule 2.2 Assumed Liabilities Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 3.5 Litigation Schedule 4.15 Compliance With Laws 3.7 ERISA Schedule 4.16(d) Environmental Matters (Operations 3.8 Closing Date Sources and Activities) Uses; Funds Flow Memorandum Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees3.9 Ownership of Property; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 3.11(a) Historical Financial Statements Schedule 5.4 Consents 3.11(b) Pro Forma Financial Statements Schedule 7.10 3.11(c) Projections Schedule 3.12 Environmental Schedule 3.15 Labor Relations Schedule 3.16 Intellectual Property Schedule 3.18 Insurance Schedule 3.19 Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.20 Jurisdiction of Organization; Chief Executive Office Schedule 3.21 Locations of Inventory, Equipment and Books and Records Schedule 3.22 Deposit Accounts and Other Accounts Schedule 3.23 Government Contracts Schedule 3.25 Bonding Schedule 5.1 Liens Schedule 5.4(e) Certain Terms Investments Schedule 5.4(g) Certain Investments Schedule 5.5 Indebtedness Schedule 5.6 Transactions with Affiliates Schedule 5.9 Contingent Obligations Schedule 11.1 Prior Indebtedness ANNEXES Annex I Fiscal Periods of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms the Credit Parties EXHIBITS Exhibit 1.1(c) Form of License Schedule 7.17 Termination L/C Request Exhibit 1.6 Form of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE Notice of Conversion/Continuation Exhibit 2.1 Closing Checklist Exhibit 4.2(b) Form of Compliance Certificate Exhibit 11.1(a) Form of Assignment Exhibit 11.1(b) Form of Borrowing Base Certificate Exhibit 11.1(c) Form of Notice of Borrowing Exhibit 11.1(d) Form of Revolving Note Winnebago Credit Agreement 41858764 CREDIT AGREEMENT This Asset Purchase Agreement CREDIT AGREEMENT (including all exhibits, annexes and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of April 30October 31, 2001 2012, by and among XXXXXXX SPAS USAWINNEBAGO INDUSTRIES, INC., a Florida an Iowa corporation ("Buyer" as modified pursuant to Section 1.4“Winnebago Inc.”), BIRMINGHAM DAY SPAWINNEBAGO OF INDIANA, LLC, a Pennsylvania an Iowa limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation “Indiana”; Winnebago Inc. and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH Indiana are sometimes referred to herein, individuallycollectively, and as the "Shareholders" “Borrowers” and, individually, as a "Shareholder"“Borrower”), XXXXXX XXXXXXXWinnebago Inc., as Borrower Representative, the other Persons party hereto that are designated as a “Credit Party” and are party hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, a resident of the State of Pennsylvania and trustee of the Trust Delaware corporation (the "Trustee"in its individual capacity, “GE Capital”), XXXXX XXXXXXX, a resident of as Agent for the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust several financial institutions from time to time party to this Agreement (the "Beneficiary"). The Sellerscollectively, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" “Lenders” and, individually, each, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII “Lender”), and throughout this Agreementsuch Lenders.

Schedules. Schedule 1.1 Purchased Assets 1.01(a) -- Existing Letters of Credit Schedule 1.2 Excluded Assets 1.01(b) -- Subsidiary Guarantors Schedule 2.2 Assumed Liabilities 2.01 -- Lenders and Commitments Schedule 2.6 Allocation of Consideration 3.07(a) -- Vessels Not Documented Under United States Law Schedule 2.11 Listed Percentages 3.07(c) -- Condemnation Proceedings Schedule 3.4 Consents of Shareholders 3.07(d) -- Contractual Rights Regarding Mortgaged Property Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No 3.08 -- Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 3.09 -- Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) 3.17 -- Environmental Matters (Operations and ActivitiesSchedule 3.18 -- Insurance Schedule 3.19(d) -- Filing Offices - Mortgages Schedule 4.16(f3.20(a) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real -- Mortgaged Properties Schedule 4.19(h3.20(b) Service Contracts SCHEDULES (continued-- Leased Properties Schedule 3.20(c) -- Tugs and Barges Schedule 4.20(a) Capital Leases 3.21 -- Labor Matters Schedule 4.21 Proprietary Rights 6.01 -- Existing Indebtedness Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 6.02 -- Existing Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms 6.07 -- Transactions with Affiliates EXHIBITS: Exhibit A -- Form of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms Administrative Questionnaire Exhibit B -- Form of License Schedule 7.17 Termination Assignment and Acceptance Exhibit C -- Form of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE Borrowing Request Exhibit D -- Indemnity, Subrogation and Contribution Agreement Exhibit E-1 -- Form of Mortgages Exhibit E-2 -- Fleet Mortgages Exhibit F -- Parent Guarantee Agreement Exhibit G -- Pledge Agreement Exhibit H -- Security Agreement Exhibit I -- Subsidiary Guarantee Agreement Exhibit J -- Form of Opinion of Counsel to the Borrower Exhibit K -- Form of Assignments of Insurances Exhibit L -- Reaffirmation of Guarantee and Security Documents Exhibit M -- Restructuring Term Sheet Exhibit N -- LLC Agreement Exhibit O -- Mutual Release CREDIT AGREEMENT This Asset Purchase Agreement is entered into dated as of June 30, 1998, as amended and restated as of April 3011, 2001 by and 2002, among XXXXXXX SPAS USA, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, AMERICAN COMMERCIAL LINES LLC, a Pennsylvania Delaware limited liability company (the "Borrower"), AMERICAN COMMERCIAL LINES HOLDINGS LLC, a Delaware limited liability company ("BirminghamHoldings"), 00xx XXXXXX DAY SPAthe Lenders (as defined in Article I), LLCand JPMORGAN CHASE BANK, a New York limited liability company banking corporation formerly named The Chase Manhattan Bank, as issuing bank (in such capacity, the "57th StreetIssuing Bank"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx as administrative agent ("GHDS" and together with Birmingham and 57th Streetin such capacity, the "Spa Sellers", and individually, a "Spa SellerAdministrative Agent"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company as security trustee ("Second Street" and together with the Spa Sellersin such capacity, the "Operational Sellers", and individually, an "Operational SellerSecurity Trustee") THE GREENHOUSE SPA, INC., a Pennsylvania corporation and as collateral agent ("Greenhouse"and together with the Operational Sellersin such capacity, the "SellersCollateral Agent") for the Lenders. Holdings, the Borrower, the Lenders, the Issuing Bank, the Administrative Agent, the Security Trustee and individuallythe Collateral Agent are parties to a Credit Agreement dated as of June 30, a 1998, as amended prior to the date hereof (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I) (the "SellerOriginal Credit Agreement"), TGHpursuant to which (a) the Lenders made Tranche B Term Loans to the Borrower in an aggregate principal amount equal to $200,000,000 (of which $143,950,889 is outstanding as of the date hereof), LLC(b) the Lenders made Tranche C Term Loans in an aggregate principal amount equal to $235,000,000 (of which $169,378,111 is outstanding as of the date hereof), a Pennsylvania limited liability company ("TGH"c) the Lenders extended and agreed to extend credit to the Borrower in the form of Revolving Loans in an aggregate principal amount at any time outstanding not in excess of $100,000,000 and (d) the Issuing Bank issued and agreed to issue letters of credit, in an aggregate face amount at any time outstanding not in excess of $25,000,000, to support payment obligations incurred in the ordinary course of business by the Borrower and its Subsidiaries. Holdings, the Borrower, the Required Lenders, the Issuing Bank, the Administrative Agent, the Security Trustee and the holder of Collateral Agent have agreed, subject to the terms and conditions contained herein and the terms and conditions contained in the Amendment Agreement, that the Original Credit Agreement (including all exhibits and schedules thereto) be amended and restated in its entirety in the form hereof. On the Restatement Closing Date, subject to the consummation of the Capital Stock of Greenhouseother Transactions, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws (a) $50,000,000 of the State of Pennsylvania (the "Trust") then outstanding Revolving Credit Borrowings shall be converted into Tranche A Term Loans and the holder of all Revolving Credit Commitments permanently reduced by such amount and (b) the Borrower shall prepay not less than $25,000,000 aggregate principal amount of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary")outstanding Term Loans. The SellersAccordingly, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, parties hereto agree as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.follows:

Schedules. Schedule 1.1 Purchased Assets 1.1(a) Knowledge of Parent Schedule 1.2 Excluded Assets 1.1(b)(i) Knowledge of the Company Schedule 2.2 Assumed Liabilities 1.1(b)(ii) Knowledge of the Company Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders 1.1(c) Permitted Exceptions Schedule 4.1 Organization and Good Standing Schedule 4.2 Qualification Schedule 4.5 Consents 4.2(a)(i) Capitalization of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.2(b) Capitalization of the Company Immediately Prior to the Closing Schedule 4.3(a) Subsidiaries Schedule 4.6 Conflicts Schedule 4.7 Consents Schedule 4.9 Undisclosed Liabilities Schedule 4.10(a) Organizational Documents, Books and Records Schedule 4.11 Predecessor Status Taxes Schedule 4.12 Related Party Employees Schedule 4.13 Litigation 4.13(a) Compliance with Legal Requirements and Governmental Authorizations Schedule 4.13(b) Compliance with Legal Requirements and Governmental Authorizations Schedule 4.14 Legal Proceedings and Orders Schedule 4.15 Compliance With Laws Absence of Certain Changes or Events Schedule 4.16(d4.16(a) Title; Ownership and Related Matters Schedule 4.17(a)(i)(1) Ground Leases Schedule 4.17(a)(i)(2) Ground Leases Schedule 4.17(a)(ii) Ground Leases Schedule 4.17(a)(iii) Ground Leases Schedule 4.17(a)(iv) Ground Leases Schedule 4.17(a)(v) Ground Leases Schedule 4.17(a)(vi) Ground Leases Schedule 4.17(a)(viii) Ground Leases Schedule 4.17(a)(ix) Ground Leases Schedule 4.17(b)(i) Tenant Leases Schedule 4.17(b)(ii) Tenant Leases – Towers Schedule 4.17(b)(iii) Tenant Leases Schedule 4.17(b)(v) Tenant Leases Schedule 4.17(b)(vi) Tenant Leases Schedule 4.17(c)(1) Easements and Lease Buyout Sites Schedule 4.17(c)(2) Easements and Lease Buyout Sites Schedule 4.17(d) Easements Appurtenant Schedule 4.17(e) Acquisition Agreements Schedule 4.17(f)(i) Management Agreements Schedule 4.17(f)(ii) Managed Sites Schedule 4.17(g) Other Material Contracts Schedule 4.17(h) Open Applications and Amendments to Tenant Leases Schedule 4.17(i) Build to Suit Agreements Schedule 4.18 Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Affiliate Transactions Schedule 4.20(a) Capital Leases Real Property Schedule 4.20(b)(i) Real Property Schedule 4.20(b)(ii) Real Property Schedule 4.20(b)(iii) Real Property Schedule 4.20(d) Tower Bonds Schedule 4.21 Proprietary Rights Utilities and Access Schedule 4.22 Real Property Taxes, Personal Property Taxes and Assessments Schedule 4.23 Commitments Condemnation Schedule 4.25 Intellectual Property Schedule 4.26 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Defects Schedule 4.30 Accreditations Tax and Utility Xxxx Documents; Security Deposits Schedule 4.32 Liens Schedule 4.33 5.13(a) Reports and Financial Statements Schedule 5.4 Consents 6.1 Affirmative Covenants Schedule 7.10 Certain Terms of Xxxxxxx 6.2 Negative Covenants Schedule 6.8 Employment Agreements Contracts Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE 11.19 Tower Aggregators AGREEMENT This Asset Purchase Agreement is entered into AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 30June 25, 2001 2012, by and among XXXXXXX SPAS USA, INC.SBA Communications Corporation, a Florida corporation ("Buyer" as modified pursuant to Section 1.4“Parent”), BIRMINGHAM DAY SPASBA 2012 Acquisition, LLC, a Pennsylvania Delaware limited liability company and indirect, wholly-owned subsidiary of Parent (“Merger Sub”), TowerCo II Holdings LLC, a Delaware limited liability company ("Birmingham"the “Company”), 00xx XXXXXX DAY SPA, LLCand TowerCo III Holdings LLC (“TowerCo III”), a New York Delaware limited liability company ("57th Street")company, GH DAY SPAS, INC., a Pennsylvania corporation and in its capacity as the holder representative of all of the Capital Stock of 00xx Xxxxxx Members ("GHDS" and together with Birmingham and 57th Street, as defined below) (the "Spa Sellers", “Members’ Representative”) and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and solely in its role as the "Shareholders" and, individually, a "Shareholder"Post-Escrow Indemnifying Party (as defined below), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased 1 Unencumbered Assets Schedule 1.2 Excluded 2 List of Real Property Assets Schedule 2.2 Assumed Liabilities Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No 3 Loan Parties, Operating Entities and Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company 4 Required Estoppel Certificates Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 5 Litigation Schedule 4.15 Compliance With Laws 6 Employee Benefit Plans Schedule 4.16(d) Environmental Matters (7 Permitted Liens as of Closing Date Schedule 8 REIT Assets Schedule 9A REIT Business Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) 9B Borrower Business Operations Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital 10 Ground Leases Schedule 4.21 Proprietary Rights 11 Mortgage Assets Schedule 4.23 Commitments 12 Exception to Representations and Warranties Schedule 4.25 Insurance 13 Permitted Investments Schedule 4.26(a) Employee Matters (Employees; Compensation) 14 Guarantors Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment 15 Management Agreements Schedule 7.11 Certain Terms 16 Post-Closing Repairs EXHIBITS Exhibit A Notice of License Schedule 7.17 Termination Borrowing Exhibit B The Note Exhibit C Notice of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AGREEMENT This Asset Purchase Conversion or Continuation Exhibit D Notice of Voluntary Reduction of Facility Amount Exhibit E Voluntary Prepayment Notice Exhibit F Subordination of Management Agreement is entered into Exhibit G Ground Lease Estoppel Exhibit H Compliance Certificate THIS SENIOR UNSECURED REVOLVING LINE OF CREDIT AGREEMENT, dated as of April 30December 18, 2001 by 1997 is made among SL GREEN OPERATING PARTNERSHIP, L.P. (the "Borrower"), SL GREEN XXXXXX CORP. (the "REIT") and among XXXXXXX SPAS USALEHMAN BROTHERS HOLDINGX XXX., D/B/A LEHMAN CAPITAL, A DIVISIOX XX LEHMAN BROTHERS HOLDINGS INC., a Florida corporation x Xxxaware corporation, ("Buyer" Lehmax") xndividually as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company Co-Lender ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGHLender") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania as Agent xxx one or more Co-Lenders (the "TrustAgent") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street as Syndication Agent (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "ShareholderSyndication Agent"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 1.1(a) Equipment Schedule 1.1(b) Purchased Assets Contracts Schedule 1.2 1.2(c) Excluded Assets Contracts Schedule 2.2 1.3(f) Other Assumed Liabilities Schedule 2.6 Allocation of Consideration 4.1 Qualifications Schedule 2.11 Listed Percentages 4.3 Seller Consents and Approvals Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification 4.4 Violations Schedule 4.5 Consents of Seller Parties Financial Statements Schedule 4.9 No Subsidiaries 4.6 Receivables Schedule 4.10 Capital Stock of the Sellers and the Company 4.7 Disclosed Liabilities Schedule 4.11 Predecessor Status 4.8 Certain Changes or Events Schedule 4.9(b) Leased Real Property Schedule 4.10(b) Business IP Schedule 4.10(c) IP Related Contracts Schedule 4.10(d) IP Ownership Claims Schedule 4.10(f) Computer Software Schedule 4.11(a) Contracts Schedule 4.11(c) Contracts Requiring Consent Schedule 4.11(d) Off-Limits Arrangements Schedule 4.12 Related Party Encumbrances Schedule 4.13 Litigation Schedule 4.14(a) Defaults and Violations Schedule 4.14(b) Permits Schedule 4.15 Compliance With Laws Taxes Schedule 4.16(a) Benefit Plans Schedule 4.16(d) Severance Benefits Schedule 4.14(f) Employees Schedule 4.16(g) Commission Arrangements Schedule 4.17(e) Employment Matters Schedule 4.17(g) Obligations under Employment Laws Schedule 4.18 Customers and Suppliers Schedule 4.19 Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases 4.20 Related Party Transactions Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a5.3 Purchaser Consents and Approvals Schedule 6.1 Conduct Pending Closing Schedule 6.8(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Non-UK Transferring Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET 6.8(b) UK Transferring Employees Schedule 6.8(b)(i) Highland UK Obligations – Transfer Regulations Schedule 6.8(d) Partners Not Offered Employment Schedule 6.8(g) Pro Rata Bonuses Schedule 6.8(i) Seller Separation Policy Schedule 6.8(j) Certain Employee Schedule 6.13 Continuing Related Party Arrangements Schedule 6.15 Letters of Credit and Guarantees Schedule 6.17 Lease Termination Payment Formula Schedule 7.1(e) Key Employees Schedule 7.1(h)(ix) Delivered Consents EXHIBITS Exhibit A Source of Business Guidelines Exhibit B Forms of Key Employee Agreement Exhibit C Form of Transition Services Agreement Exhibit D Form of Seller’s Counsel Opinion Exhibit E Form of Purchaser’s Counsel Opinion Exhibit F Seller’s Knowledge Exhibit G Purchaser’s Knowledge PURCHASE AGREEMENT This Asset Purchase Agreement is entered into PURCHASE AGREEMENT (this “Agreement”), dated as of April 30September 18, 2001 2006, is made by and among XXXXXXX SPAS USAXXXXXX HIGHLAND GROUP, INC., a Florida Delaware corporation ("Buyer" as modified pursuant to Section 1.4“Seller”), BIRMINGHAM DAY SPA, LLCHIGHLAND PARTNERS CO (CANADA), a Pennsylvania limited Nova Scotia unlimited liability company ("Birmingham"“Highland Canada”), 00xx XXXXXX DAY SPA, LLCHIGHLAND PARTNERS (AUST) PTY LTD, a corporation organized under the laws of New York limited liability company South Wales, Australia ("57th Street"“Highland Australia”), GH DAY SPASand HIGHLAND PARTNERS LIMITED, a company incorporated under the laws of England and Wales (“Highland UK” and together with Highland Canada and Highland Australia, the “Selling Subsidiaries”), XXXXXXXX & STRUGGLES INTERNATIONAL, INC., a Pennsylvania Delaware corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"“Purchaser”), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPAXXXXXXXX & STRUGGLES CANADA, INC., a Pennsylvania an Ontario corporation ("Greenhouse"and “Heidrick Canada”), and XXXXXXXX & STRUGGLES AUSTRALIA, LTD., an Illinois corporation (“Heidrick Australia” and together with the Operational SellersPurchaser and Heidrick Canada, the "Sellers"“Purchaser Companies”), and individually(each, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") “Party” and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellerscollectively, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller “Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement”).

Schedules. Schedule 1.1 Purchased Assets 3.3 Working Capital Calculation Schedule 1.2 Excluded Assets Schedule 2.2 Assumed Liabilities Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages 3.3B Advances and Shareholder Mortgage Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Gross Profit Calculation Example Schedule 4.2 Qualification Qualifications Schedule 4.5 Consents of Seller Parties Financial Statements Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 4.6 Absence of Changes Schedule 4.29 4.8 Tax Matters Schedule 4.9 Ten Largest Customers Schedule 4.10 Permits Schedule 4.11 Consents Schedule 4.12 Litigation; Claims Schedule 4.13 Confidentiality and/or Non-Disclosure Agreements; Bonus or Other Payments Schedule 4.13A Compensation Schedule 4.14 Material Agreements Schedule 4.15 Leases Schedule 4.17 Intangible Property Schedule 4.18 Liens Schedule 4.19 Material Liabilities Schedule 4.20 Inventories Schedule 4.21 Employee Benefit Plans Schedule 4.22 Insurance Schedule 4.24 Related Transactions Schedule 4.26 Year 2000 Schedule 4.27 Bank RelationshipsAccounts; Power Powers of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms EXHIBITS: Exhibit A Five (5) Top Performing Sales Employees Exhibit B List of Senior Employees Exhibit C Legal Opinion of Xxxxx Xxxxxxx LLP Exhibit D Arena Employment Agreements Schedule 7.11 Certain Terms Agreement Exhibit E Legal Opinion of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET Xxxxxxxxxxx & Xxxxxxxx LLP Exhibit F Stock Option Agreement STOCK PURCHASE AGREEMENT This Asset Purchase Agreement is entered into as of April 30------------------------ STOCK PURCHASE AGREEMENT (this "Agreement"), 2001 dated November 12, 1999, by and among XXXXXXX SPAS USAbetween PartMiner, INC.Inc., a Florida New York corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLCAccurate Components Inc., a New York limited liability company corporation ("57th StreetAccurate"), GH DAY SPAS, INC.Market Trading Concepts Inc., a Pennsylvania New York corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" Market Trading"; and together with Birmingham and 57th StreetAccurate, the "Spa Sellers", and individually, a "Spa SellerCompanies"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania Xxxxxxx Xxxxx (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased 1.1(a) Intellectual Property Schedule 1.1(b) Software Contracts Schedule 1.1(c) Tangible Assets and Book Values Schedule 1.1(f) Deposits Schedule 1.1(h) Accounts Receivable Schedule 1.2 Excluded Assets Schedule 2.2 1.6(a) Amendments to Facility Lease Schedule 1.6(b) Assumed Contracts Schedule 1.6(c) Accrued Vacation Schedule 1.6(d) Other Assumed Liabilities Schedule 2.6 1.8 Allocation of Consideration Purchase Price Schedule 1.9 EMS Employees Schedule 2.1 Foreign Jurisdictions Schedule 2.3 Consents Schedule 2.4 No Violations Schedule 2.5(a) Liens Schedule 2.5(b) Third Party Property Schedule 2.6 Exceptions to Intellectual Property Ownership Schedule 2.7 Transactions with Affiliates Schedule 2.8 Financial Statements Schedule 2.9 Accounts Receivable Schedule 2.10 Licenses and Permits Schedule 2.11 Listed Percentages Absence of Certain Changes Schedule 3.4 Consents of Shareholders 2.12(a) Contracts Schedule 4.1 Organization 2.12(b) Client Contracts Schedule 4.2 Qualification 2.12(c) Maxwxxx'x Xxxigence Request Schedule 4.5 Consents of Seller Parties 2.13 Supplier and Subcontractor Relationships Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 2.14 Compliance With Laws Schedule 4.16(d2.15 Undisclosed Liabilities Schedule 2.16 Employment Matters Schedule 2.17 Litigation Schedule 2.18 Environmental Compliance Schedule 2.19 Brokers and Finders Schedule 3.5 Contracts (Maxwxxx) Environmental Matters Xxhedule 3.6 Litigation (Operations Maxwxxx) Xxhedule 3.7 Compliance with Laws (Maxwxxx) Xxhedule 6.5 Records Retention Policy Schedule 11.17 Client Contracts Requiring Consent to Assign Post-Closing EXHIBITS Exhibit A Permitted Liens Exhibit B Bill xx Sale and Activities) Schedule 4.16(f) Environmental Matters (Assessments Other Documents of Transfer Exhibit C Assignment of Facility Lease Exhibit D OTS Sublease Exhibit E Form of Master Subcontract Agreement Exhibit F Transition Services Agreement Exhibit G Key Employees Exhibit H Form of Opinion of Counsel for the Company and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence PPI Exhibit I Form of Changes Schedule 4.29 Bank Relationships; Power Opinion of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY Counsel for MSD ASSET PURCHASE AGREEMENT This Asset Purchase Agreement AMENDED AND RESTATED ASSET PURCHASE AGREEMENT (the "Agreement") is effective as of March 29, 1998 (the "Effective Date") and is entered into as of April 30, 2001 by and among XXXXXXX SPAS USAPRIMEX TECHNOLOGIES, INC., a Florida Virginia corporation (the "Company"), PRIMEX PHYSICS INTERNATIONAL COMPANY, a California corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("BirminghamPPI"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPASMAXWXXX XXXHNOLOGIES SYSTEMS DIVISION, INC., a Pennsylvania California corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa SellerMSD"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPAMAXWXXX XXXHNOLOGIES, INC., a Pennsylvania Delaware corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "SellerMaxwxxx"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased Prepaid Expenses Schedule 2.1(b)(i) Vehicles Schedule 2.1(b)(ii) Tangible Personal Property Schedule 2.1(b)(vi) Assumed Personal Property Leases Schedule 2.1(b)(viii) Assumed Real Property Leases Schedule 2.1(d)(ii) Stolen Vehicles Schedule 2.1(d)(v) Excluded Contracts Schedule 3.1 Organization and Capitalization Schedule 3.3 No Restrictions Against Transfer Schedule 3.7 Subsequent Events Schedule 3.11 Licenses and Permits Schedule 3.12(a) Title to Assets Schedule 1.2 Excluded 3.12(b) Condition of Assets Schedule 2.2 Assumed Liabilities 3.12(c) Location of Assets Schedule 2.6 Allocation 3.12(e) Leased Property Schedule 3.14 Tax Matters Schedule 3.15(a) Intellectual Property Schedule 3.15(d) Intellectual Property Agreements Schedule 3.16(a) Contracts Schedule 3.16(b) Enforceability of Consideration Contracts Schedule 2.11 Listed Percentages 3.18 Accounts and Notes Payable Schedule 3.4 Consents of Shareholders 3.19 Insurance Schedule 4.1 Organization 3.20 Claims and Proceedings Schedule 4.2 Qualification 3.21(a) Employees Schedule 4.5 Consents of Seller Parties 3.21(b) Employment Payments Schedule 4.9 No Subsidiaries 3.22(a) Employee Benefit Plans Schedule 4.10 Capital Stock 3.22(b) Administration and Compliance of the Sellers Plans Schedule 3.23 Business Relations Schedule 3.24 Environmental, Health, and the Company Safety Matters Schedule 4.11 Predecessor Status 3.26 Insider Interests Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations 7.1 Conditions to Leased Property EXHIBITS A Direct Operating Expenses B Form of Bill of Sale, Assignment and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence Assumption Agreement C Form of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Xxxmissory Note D Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms E Form of Xxxxxxx Legal Opinion of Company Counsel F Form of Employment Agreements Schedule 7.11 Certain Terms Agreement G Form of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY Consulting Agreement ASSET PURCHASE AGREEMENT This Asset Purchase Agreement ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of April 30January 25, 2001 2005, by and among XXXXXXX SPAS USASTREICHER MOBILE FUELING, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("BirminghamParent"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPASXXX XXXXXCES, INC., a Pennsylvania Delaware corporation and the holder wholly owned subsidiary of all of the Capital Stock of 00xx Xxxxxx Parent ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa SellerBuyer"), GH DAY SPA SECOND STREETSHANK C & E INVESTMENTS, LLC, L.L.C. a Pennsylvania Delaware limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGHCompany") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania JERRY C. SHANKLIN and CLAUDETTE SHANKLIN (collectively the "TrustMemberx") and the holder of all of the Capital Stock of GHDS). Xxxxxx, Birmingham and Second Street (each of the TrustXxxxr, GHDS and TGH thx Xxxxxxx xxx xxx Members are sometimes referred to herein, individually, and collectively herein as the "Shareholders" and, individually, a Parties."Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased Assets 1.1(a) Ancillary Agreements Schedule 1.2 Excluded Assets 1.1(b) Closing Bonus Recipients Schedule 2.2 Assumed Liabilities 1.1(c) Contingent Bonus Recipients Schedule 2.6 Allocation 1.1(d) Contingent Payments Schedule 1.1(e) Funding Agreement Schedule 1.1(f) Indebtedness Schedule 1.1(g) Key Individuals Schedule 1.1(h) Knowledge of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status 1.1(i) Specified Claims Schedule 4.12 2.10(b)(viii) Terminating Related Party Agreements Schedule 4.2(a) Capitalization of the Company Schedule 4.5 No Defaults or Conflicts Schedule 4.6 No Governmental Authorization Required Schedule 4.8 Intellectual Property Schedule 4.9(b) Compliance with Laws Schedule 4.10 Material Contracts Schedule 4.11 Litigation Schedule 4.12(a) Tax Filings Schedule 4.12(d) Parachute Payments Schedule 4.13 Litigation Employee Benefit Plans Schedule 4.15 Compliance With Laws 4.14 Labor Relations Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) 4.16 Insurance Schedule 4.17 Liabilities and Obligations Real Property Schedule 4.18 Receivables Personal Property Schedule 4.19 Real Properties Affiliate Transactions Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases 4.20 Absence of Certain Changes or Events Schedule 4.21 Proprietary Rights Material Customers and Suppliers Schedule 4.23 Commitments 4.22 Product Liability; Product Recall Schedule 4.25 Insurance 4.24 Privacy and Data Security Schedule 4.26(a5.7(a) Employee Matters SEC Filings Schedule 6.2(b) Operation of the Business Schedule 9.2(g) Consents or Approvals AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence this “Agreement”), dated as of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AGREEMENT This Asset Purchase Agreement October 27, 2021, is entered into as of April 30, 2001 by and among XXXXXXX SPAS USAVolumetric Biotechnologies, INC.Inc., a Florida Delaware corporation ("Buyer" as modified pursuant to Section 1.4the “Company”), BIRMINGHAM DAY SPA3D Systems Corporation, a Delaware corporation (“Parent”), Texans Merger Sub I, Inc., a Delaware corporation and wholly owned direct subsidiary of Parent (“Merger Sub I”), Texans Merger Sub II, Inc., a Delaware corporation and wholly owned direct subsidiary of Parent (“Merger Sub II”), and Fortis Advisors LLC, a Pennsylvania Delaware limited liability company ("Birmingham")company, 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and solely in its capacity as the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania Stockholders’ Representative (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"“Stockholders’ Representative”), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased A Principles and Methodologies Schedule B Excluded Liabilities Schedule C Specified Indemnities Schedule 1.11 Accounting Principles - Exclusion Schedule 1.4.7 Seller Consents Schedule 1.4.8 Resignation Letters Schedule 1.4.11 CHK Legacy Agreements Schedule 1.4.13 Releases Schedule 2.3 Third Party Consents Schedule 2.4.2(a) Equity Interest Liens Schedule 2.4.2(b) Ownership Structure of the Company Subsidiaries Schedule 2.4.3 Company Group Transfer Restrictions Schedule 2.6.2(a) Company Group Real Property Schedule 2.6.2(b) Title to Assets Schedule 1.2 Excluded 2.6.2(c) Other Performance Standard Assets Schedule 2.2 Assumed Liabilities 2.6.3 Gathering System Ownership Schedule 2.6 Allocation 2.7.3 Easement Payment Obligations Schedule 2.8 Litigation Schedule 2.9 Proceedings Schedule 2.10 Absence of Consideration Certain Changes Schedule 2.11 Listed Percentages Material Contracts Schedule 3.4 Consents of Shareholders 2.12 Participation Agreements Schedule 4.1 Organization 2.13 Tax Disclosures Schedule 4.2 Qualification 2.13.11 Tax Partnerships Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 2.14.1 Related Party Transactions Schedule 4.13 Litigation 2.14.2 Terminated Contracts Schedule 4.15 Compliance With Laws Schedule 4.16(d) 2.15 Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 2.17.1 Financial Statements Schedule 5.4 Consents 2.17.2 Exceptions to Audited Financial Statements Schedule 7.10 Certain Terms 2.18 Undisclosed Liabilities Schedule 2.19 Regulatory Status Schedule 2.28 Throughput Data Schedule 2.29 Gathering System Dedicated Acreage Schedule 2.30(a) Intellectual Property Schedule 2.30(b) Title to Intellectual Property Schedule 2.31(a) Insurance Schedule 2.31(b) Claims Schedule 4.2.1 Ownership of Xxxxxxx Employment Agreements the Company and the Business Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of 4.14 Seconded Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET 4.17 Credit Support Schedule 10 Existing Commercial Agreements Unit Purchase Agreement vi UNIT PURCHASE AGREEMENT This Asset Unit Purchase Agreement is entered into as on this 11th day of April 30December, 2001 by and among XXXXXXX SPAS USA2012, INC.between Access Midstream Partners, L.P., a Florida corporation Delaware limited partnership ("the “Buyer" as modified pursuant to Section 1.4)”) and Chesapeake Midstream Development, BIRMINGHAM DAY SPAL.L.C., LLC, a Pennsylvania an Oklahoma limited liability company ("Birmingham"the “Seller”), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation . Each of the Buyer and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes Seller is referred to herein, individually, herein as a “Party” and collectively as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller “Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.”

Schedules. Schedule 1.1 Purchased Assets 1.1(a) Real Property Schedule 1.2 1.1(b) Leased Property Schedule 1.1(c) Owned Machinery and Equipment Schedule 1.1(d) Acquired Contracts Schedule 1.1(f) Inventory Locations Schedule 1.1(g) Acquired Intellectual Property Schedule 1.1(m) Insurance Policies Schedule 1.2(c) Excluded Contracts Schedule 1.2(e) Miscellaneous Excluded Assets Schedule 2.2 1.2(f) Claims for Refunds Schedule 1.2(h) Avoidance Action Persons Schedule 1.2(i) Excluded Causes of Action Schedule 1.2(p) Excluded Leases Schedule 1.2(q) Excluded Inventory Schedule 1.3(d) Miscellaneous Assumed Liabilities Schedule 2.6 Allocation of Consideration 1.5(a) Cure Costs Schedule 2.11 Listed Percentages 2.3(a) Adjusted Net Working Capital Definitions Schedule 3.4 2.3(b) Adjusted Net Working Capital Principles Schedule 4.1(e) Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 4.1(f) Litigation Schedule 4.15 4.1(g)(ii) Sufficiency of Assets Schedule 4.1(h)(i)(a) Valid use and ownership of Intellectual Property Schedule 4.1(h)(i)(b) Overdue Fees in respect of Acquired Intellectual Property Schedule 4.1(h)(i)(c) Rights to Acquired Intellectual Property Schedule 4.1(h)(ii)(a) Non-Compliance With Laws with Acquired Intellectual Property Schedule 4.16(d4.1(h)(ii)(b) Unauthorized Use of Acquired Intellectual Property Schedule 4.1(h)(ii)(c) Conflicts Related to Acquired Intellectual Property Schedule 4.1(h)(ii)(d) Claims Related to Acquired Intellectual Property Schedule 4.1(h)(ii)(e) Notices Related to Acquired Intellectual Property Schedule 4.1(h)(iii) Licenses Granted by Sellers Schedule 4.1(i) Information Technology Schedule 4.1(j) Permits Schedule 4.1(k) Environmental Compliance Schedule 4.1(l) Insurance Schedule 4.1(m) Certain Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Regarding Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Estate Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a4.1(p) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 4.1(r) Material Contracts Schedule 4.1(s) Compliance with Laws Schedule 4.1(t) Customers, Distributors and Suppliers Schedule 4.1(u) Affiliate Transactions Schedule 4.1(v) Applicable Claims Schedule 4.1(y) Labor Unions Schedule 5.1(b) Conduct of Business Pre-Closing Schedule 5.1(e) Subject Internet Domain Names Schedule 5.4 Employees Schedule 7.2(f) Closing Consents Schedule 7.10 Certain Terms 11(a) Knowledge Schedule 11(b) Lease Deposit Amounts EXHIBITS Exhibit A Form of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms Escrow Agreement Exhibit B Form of Instruments of Assignment of Intellectual Property Exhibit C Form of Assumption and Assignment Agreement Exhibit D Form of Little Falls License Schedule 7.17 Termination Agreement Exhibit E Form of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY Xxxx of Sale Exhibit F Form of Sale Motion Exhibit G Form of Sale Procedures Order Exhibit H Form of Sale Approval Order Exhibit J Form of Transition Services Agreement Exhibit K Form of VEC License Exhibit L Form of Website, Software and Data Transfer Agreement ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of April 30November 27, 2001 2009 (the “Execution Date”), is made by and among XXXXXXX SPAS USAGENMAR HOLDINGS, INC., a Florida Delaware corporation ("Buyer" as modified pursuant to Section 1.4“GHI”), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPASGENMAR INDUSTRIES, INC., a Pennsylvania Delaware corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street“Genmar Industries”), the "Spa Sellers"GENMAR IP, and individuallyL.L.C., a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania Delaware limited liability company ("Second Street" and together with the Spa Sellers“Genmar IP”), the "Operational Sellers"GENMAR MICHIGAN, and individuallyL.L.C., an "Operational Seller") THE GREENHOUSE SPAa Delaware limited liability company (“Genmar Michigan”), GENMAR MINNESOTA, INC., a Pennsylvania Delaware corporation ("Greenhouse"and “Genmar Minnesota”), GENMAR TENNESSEE, INC., a Delaware corporation (“Genmar Tennessee”), GENMAR TRANSPORTATION, INC., a Delaware corporation (“Genmar Transport”), WOOD MANUFACTURING COMPANY, INC., an Arkansas corporation (“Wood”; and, together with the Operational SellersGHI, Genmar Industries, Genmar IP, Genmar Michigan, Genmar Minnesota, Genmar Tennessee, and Genmar Transport, the "“Sellers"” and each, and individually, a "“Seller"”), TGHand Project Boat Holdings, LLC, a Pennsylvania Delaware limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"“Buyer”). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized Capitalized terms used herein in this Agreement are defined or cross-referenced in Article XII and throughout this Agreement11.

Schedules. Schedule A-1 Administrative Agent’s Account Schedule A-2 Authorized Persons Schedule B-1 Initial Accounting Changes Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule 1.1 Purchased Assets Definitions Schedule 1.2 Excluded Assets 3.1 Conditions Precedent Schedule 2.2 Assumed Liabilities 3.5 Conditions Subsequent Schedule 2.6 Allocation 4.1(b) Capitalization of Consideration Borrower Schedule 2.11 Listed Percentages 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 3.4 Consents 4.6(a) States of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification 4.6(b) Chief Executive Offices Schedule 4.5 Consents 4.6(c) Organizational Identification Numbers Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 11 Notice Address for Lenders [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Schedule A-1 Administrative Agent’s Account Xxxxx Fargo Bank, N.A. San Francisco, CA ABA# [***] Account # [***] OBI: Carrier Enterprise, LLC Schedule A-2 Authorized Persons The following is a list of Authorized Persons: Xxx X. Xxxxxxxx Xxxxxxx Xxxxx Xxxx Moth Schedule B-1 Initial Accounting Changes Reference is made to Watsco, Inc. 2008 Annual Report Notes to Consolidated Financial Statements, Note 1—Summary of Significant Accounting Policies and to Section 3.08(a) of Seller Parties Disclosure Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock to Purchase and Contribution Agreement between Carrier Corporation and Watsco, Inc. dated as of May 3, 2009. Upon consummation of the Sellers and Joint Venture Transaction, accounting changes will be made to conform the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into as of April 30, 2001 by and among XXXXXXX SPAS USA, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th StreetBorrower, the "Spa Sellers", Guarantor and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company CIAC ("Second Street" and together with the Spa Sellerscollectively, the "Operational Sellers"“Division Entities”) reporting to Watsco, and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary")Inc.’s Significant Accounting Policies. The Sellersmost significant changes are described below but are not intended to be complete as there may be other needed accounting changes to conform to Watsco, the Shareholders, the Trustee, the Beneficiary Inc.’s accounting practices and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreementpolicies.

Schedules. Schedule 1.1 Purchased Assets 1.1(a) Copyrights Schedule 1.2 1.1(b) Domain Names Schedule 1.1(d) Patent Rights Schedule 1.1(e) Trademarks Schedule 2.1(a) Acquired Accounts Receivable Schedule 2.1(b) Acquired Equipment Schedule 2.1(c) Assumed Contracts Schedule 2.1(d) Assumed Leases Schedule 2.1(e) Acquired Permits Schedule 2.1(f) Acquired Intellectual Property Schedule 2.1(g) Acquired Pre-Paid Expenses Schedule 2.1(k) Acquired IT Systems Schedule 2.1(n) Acquired Deposits Schedule 2.1(o) Acquired Marketing Materials Schedule 2.1(p) Acquired Instruments Schedule 2.2(u) Certain Excluded Assets Schedule 2.2 2.3(a) Assumed Liabilities Trade Payables Schedule 2.6 2.3(b) Assumed Accrued Expenses Schedule 3.5 Allocation of Consideration Schedule 2.11 Listed Percentages 5.2 Notices and Consents Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of 5.5 Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents 5.6 Legal Proceedings Schedule 7.10 Certain Terms of Xxxxxxx Employment 5.8(a) Intellectual Property Schedule 5.8(b) Inbound License Agreements Schedule 7.11 Certain Terms of License 5.9(a) Binding Obligations Schedule 7.17 Termination of 5.9(d) Other Obligations Schedule 5.10(a) Encumbered Leased Premises Schedule 5.10(c) Third-Party Rights in Leased Premises Schedule 5.13(a) Business Employees Schedule 15.12 Build Out Expenses EXECUTION COPY 7.1 Operations Prior to the Closing Date Schedule 7.4(a) Transferred Employee List Schedule 9.8 Government Consents EXHIBITS Exhibit 1 Form of Assignment and Assumption Agreement Exhibit 2 Form of Xxxx of Sale Exhibit 3 Form of Assignment of Trademarks Exhibit 4 Form of Assignment of Domain Names Exhibit 5 Escrow Agreement ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into as of April 30ASSET PURCHASE AGREEMENT (this “Agreement”), 2001 by and among XXXXXXX SPAS USA, INC.BeavEx Incorporated, a Florida corporation ("Buyer" as modified pursuant to Section 1.4)Connecticut corporation, BIRMINGHAM DAY SPAJNJW Enterprises, Inc., a California corporation, and USXP, LLC, a Pennsylvania Delaware limited liability company ("Birmingham"collectively, “Seller”) and TForce Final Mile, LLC (“TForce”), 00xx XXXXXX DAY SPAa Delaware limited liability company, LLCTForce Final Mile West, LLC (“West”), a New York Delaware limited liability company and TForce Logistics, LLC (“Logistics”), and a Delaware limited liability company ("57th Street"collectively, the “Buyer”), GH DAY SPASdated as of February 14, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania 2019 (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to “Execution Date”). Unless otherwise defined herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in this Agreement shall have the meanings set forth in Article XII and throughout this AgreementI hereto.

Schedules. Schedule 1.1 Purchased 1.1(a) Specified Cardinal Health Businesses Schedule 1.1(b) Cardinal Health Former Businesses Schedule 1.1(c) Specified CareFusion Businesses Schedule 1.1(d) CareFusion Customer, Supply and Vendor Contracts Schedule 1.1(e) CareFusion Joint Venture, License and Other Agreements Schedule 1.1(f) Other CareFusion Contracts Schedule 1.1(g) CareFusion Former Businesses Schedule 1.1(h) CareFusion Intellectual Property Schedule 1.1(i) CareFusion Software Schedule 1.1(j) Intercompany Agreements Schedule 2.1(a) Plan of Reorganization Schedule 2.2(a)(i) CareFusion Assets Schedule 1.2 2.2(a)(ii)(B) Capital Stock of Cardinal Health Wholly-Owned Subsidiaries Schedule 2.2(a)(ii)(C) Capital Stock of Cardinal Health Affiliates Schedule 2.2(b)(i) Excluded Assets Schedule 2.2 Assumed 2.2(b)(ii) Excluded Contracts Schedule 2.3(a)(i) CareFusion Liabilities Schedule 2.6 2.3(a)(ii)(C) Properties — CareFusion Liabilities Schedule 2.3(b)(v) Excluded Liabilities Schedule 2.4(e) Excluded Assets and Liabilities Subject to Post-Distribution Transfer Schedule 2.5(c) CareFusion Assets and Liabilities Subject to Post-Distribution Transfer Schedule 2.8(a) Termination of Intercompany Agreements Schedule 2.8(b)(ii) Continuing Agreements Schedule 2.9(a) Shared Contracts Schedule 2.10(a) Shared Liabilities Schedule 2.11(a) CareFusion Accounts Schedule 2.11(b) Cardinal Health Accounts Schedule 4.7(c) Cooperation Procedures and Requirements Schedule 5.2(d) Transaction Documents — CareFusion Indemnification Schedule 5.3(c) Transaction Documents — Cardinal Health Indemnification Schedule 5.4(b) Disclosure Indemnification Schedule 5.11(a) Surviving Guarantees Schedule 5.11(a)(i) CareFusion Guarantees Schedule 5.11(a)(ii) Cardinal Health Guarantees Schedule 6.4 Allocation of Consideration Certain Costs and Expenses Schedule 2.11 Listed Percentages 6.5(a) Assumed Actions Schedule 3.4 Consents of Shareholders 6.5(b) Transferred Actions Schedule 4.1 Organization 7.1 Transaction Documents — Dispute Resolution Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE 7.2 Senior Executives SEPARATION AGREEMENT This Asset Purchase Agreement is entered into SEPARATION AGREEMENT, dated as of April 30[•] (this “Agreement”), 2001 is by and among XXXXXXX SPAS USAbetween Cardinal Health, INC.Inc., an Ohio corporation (“Cardinal Health”), and CareFusion Corporation, a Florida Delaware corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"“CareFusion”). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein in this Agreement are defined in Article XII and throughout this AgreementSection 1.1.

Schedules. Schedule 1.1 Purchased Assets 1.1(o) Business Products Schedule 1.2 Excluded Assets 1.1(bb) Designated Employees Schedule 2.2 Assumed Liabilities 1.1(hhh) Joint IP Schedule 2.6 Allocation of Consideration 1.1(iii)(i) Seller Knowledge Persons Schedule 2.11 Listed Percentages 1.1(iii)(ii) Buyer Knowledge Persons Schedule 3.4 Consents of Shareholders 1.1(kkk) Legacy Products Schedule 4.1 Organization 1.1(ppp) Local Transfer Jurisdictions Schedule 4.2 Qualification 1.1(bbbbb) Roadmap Products Schedule 4.5 Consents of Seller Parties 1.1(kkkkk) Shared Contracts Schedule 4.9 No Subsidiaries 1.1(xxxxx) Transferred Books and Records Schedule 4.10 Capital Stock of the Sellers and the Company 1.1(yyyyy) Transferred Contracts Schedule 4.11 Predecessor Status 1.1(zzzzz) Transferred Copyrights Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d1.1(aaaaaa) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Transferred Internet Properties Schedule 4.19(h1.1(dddddd) Service Contracts SCHEDULES (continuedTransferred Patents Schedule 1.1(eeeeee) Transferred Permits Schedule 4.20(a1.1(ffffff) Capital Transferred Real Property Leases Schedule 4.21 Proprietary Rights 1.1(hhhhhh) Transferred Subsidiary Schedule 4.23 Commitments 1.1(iiiiii) Transferred Tangible Property Schedule 4.25 Insurance 1.1(jjjjjj) Transferred Non-Copyable Technology Schedule 4.26(a1.1(kkkkkk) Employee Matters (Employees; Compensation) Transferred Trademarks Schedule 4.26(c) Employee Matters (Employee Benefit Plans) 3.5 Allocation Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence Methodology EXHIBITS Exhibit A Transition Services Agreement Exhibit B IP License Agreement Exhibit C Term Sheet and Draft Reseller and Market Cooperation Agreement Exhibit D Strategic Collaboration Agreement Exhibit E Confidential Disclosure Agreement Exhibit F Bxxx of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY Sale Exhibit G Assignment and Assumption Agreement Exhibit H Patent Assignment Exhibit I Copyright Assignment Exhibit J Trademark Assignment Exhibit K Restructuring Plan ASSET PURCHASE AGREEMENT This Asset Purchase Agreement THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 30May 29, 2001 2021 by and among XXXXXXX SPAS USA, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, between Polaris Buyer LLC, a Pennsylvania Delaware limited liability company ("Birmingham"“Buyer”), 00xx XXXXXX DAY SPAand FireEye, LLCInc., a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania Delaware corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", “Seller”). Each of Buyer and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH Seller are sometimes referred to herein, individually, as a “Party” and together as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller “Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.”

Schedules. Schedule 1.1 Purchased Assets Schedule 1.2 Excluded Assets Schedule 2.2 Assumed Liabilities Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders 1.3 Permitted Encumbrances Schedule 4.1 Organization Litho Ownership Interests; Qualified to do Business Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Litho Capital Stock of the Sellers Schedule 4.3 Seller Corporate Acts and the Company Proceedings Schedule 4.4 Litho/Seller Compliance with Laws Schedule 4.6 Litho Financial Statements Schedule 4.7 Litho Material Agreements Schedule 4.8 Litho Group Tax Returns Schedule 4.9(b) Litho Intellectual Property Schedule 4.9(c) Litho Challenges to Intellectual Property Schedule 4.9(d) Litho Claims against Intellectual Property Schedule 4.11 Predecessor Status Litho Litigation Schedule 4.12 Related Party Litho/Seller Licenses Schedule 4.13 Litigation Litho/Seller Brokers and Finders Schedule 4.14 Litho No Adverse Change Schedule 4.15 Compliance With Laws Litho Title and Condition of Properties Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations 4.16 Litho Transaction with Affiliates Schedule 4.18 Receivables Litho Employee Program Schedule 4.19 Real Properties 4.19(a) Labor Matters Schedule 4.19(h4.19(b) Service Contracts SCHEDULES (continued) Litho Employees Schedule 4.20(a) Capital Leases 4.20 Litho Customers, Distributors and Suppliers Schedule 4.21 Proprietary Rights Litho Corporate Records Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 4.22 Litho Bank Relationships; Power Accounts and Powers of Attorney Schedule 4.30 Accreditations 5.1 Buyer Organization Schedule 4.32 Liens 5.2 Buyer Corporate Acts and Proceedings Schedule 4.33 Financial Statements 5.6 Buyer Brokers and Finders Schedule 5.4 Consents 6.2(e) Permitted Asset Transfers Schedule 7.10 7.8 Resignations EXHIBITS Exhibit 3.3 Form of Indemnification Escrow Agreement Exhibit 4.4 Certain Terms Excluded Agreements Exhibit 12.1(a) Form of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET Sale Motion STOCK PURCHASE AGREEMENT This Asset Stock Purchase Agreement ("Agreement") is entered into made as of April 30the 7th day of November, 2001 2001, by and among XXXXXXX SPAS USAIntegrated Health Services, INC.Inc., a Florida Delaware corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGHLitho Group, LLCInc., a Pennsylvania limited liability company Delaware corporation ("TGHLitho") and Healthtronics Surgical Services, Inc., a Georgia corporation ("Buyer"). Seller is currently the holder subject of all a proceeding under Chapter 11 of the Capital Stock Bankruptcy Code pending in the United States Bankruptcy Court for the District of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania Delaware (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "ShareholderBankruptcy Court"), XXXXXX XXXXXXXcaptioned In re Integrated Health Services, a resident of the State of Pennsylvania and trustee of the Trust Inc., et al., Case No. 00-389 (MFW) (Jointly Administered) (the "TrusteeBankruptcy Case"), XXXXX XXXXXXX, . Litho is a resident wholly-owned non-debtor subsidiary of Seller. The parties hereto wish to provide for the sale of the State Litho Stock (as defined herein) by Seller to Buyer in accordance with Sections 363(b), (f) and 363(m) of Pennsylvania, and XXXXXX XXXXXXX, a resident Title 11 of the State of Pennsylvania and the sole beneficiary of the Trust United States Code, as amended (the "BeneficiaryBankruptcy Code"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased 1.1(7) Calculation of Cash Conversion Cycle Adjustment Amount and Illustrative Example Schedule 1.1(22)(a)(i) Xxxxxxx Customer, Distribution, Supply or Vendor Contracts Schedule 1.1(22)(b)(i) Xxxxxxx Joint Venture or License Agreements Schedule 1.1(22)(f) Other Xxxxxxx Contracts Schedule 1.1(24) Excluded Entities Schedule 1.1(38) Integration Plan Schedule 1.1(41) Intercompany Agreements Schedule 2.1(a) Plan of Reorganization Schedule 2.2(a)(i) Certain Xxxxxxx Assets Schedule 1.2 2.2(a)(ii)(A) Capital Stock of Xxxxxxx Subsidiaries Schedule 2.2(a)(ii)(B) Capital Stock of Other Xxxxxxx Entities Schedule 2.2(a)(viii)(A) Equipment and Furniture at Xxxxxxx Sites Retained by Houston Schedule 2.2(a)(viii)(B) Equipment and Furniture at Houston Sites Transferred to Xxxxxxx Schedule 2.2(b)(i) Certain Excluded Assets Schedule 2.2 Assumed Liabilities Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 2.2(b)(iii)(A) Capital Stock of the Sellers and the Company Certain Houston Subsidiaries Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d2.2(b)(iii)(B) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into as of April 30, 2001 by and among XXXXXXX SPAS USA, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx Certain Other Houston Entities Schedule 2.2(b)(iv) Houston Contracts Schedule 2.3(a)(i) Certain Xxxxxxx Liabilities Schedule 2.3(b)(i) Certain Excluded Liabilities Schedule 2.9(a) Shared Assets Schedule 2.9(b) Shared Contracts Schedule 2.10 Horizontal Cost Activities Schedule 6.10(a)(ii) Houston Guarantees to Be Released Schedule 6.11(a) Xxxxxxx Actions Schedule 6.11(b) Houston Actions Schedule 6.11(d) Mixed Actions Schedule 7.1(a) Specified Cooperation Matters Schedule 8.4(a)(i) Pre-approved Arbitrators SEPARATION AND DISTRIBUTION AGREEMENT This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of May 24, 2016 ("GHDS" this “Agreement”), is by and together with Birmingham and 57th Streetbetween Hewlett Packard Enterprise Company, the "Spa Sellers"a Delaware corporation (“Houston”), and individuallyXxxxxxx SpinCo, Inc., a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania Delaware corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"“Xxxxxxx”). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein in this Agreement are defined in Article XII and throughout this AgreementSection 1.1.

Schedules. Schedule 1.1 1.1.1 Products Schedule 1.1.2 Permitted Encumbrances Schedule 1.1.3 Purchased Regulatory Approvals Schedule 1.1.4 Sellers’ Knowledge Schedule 2.1.1(f) Domain Names Schedule 2.4.2(a)(v) Purchased Assets Delivery Schedule 1.2 Schedule 3.1.8(d) Base Period AMP Schedule 3.1.10 Closing Inventory EXHIBITS Exhibit A Bill of Sale and Assignment and Assumption Agreement Exhibit B Form of Buyer FDA Transfer Letters Exhibit C License Agreement Exhibit D Form of Sellers FDA Transfer Letters Exhibit E-1 Supply Agreement – Arimidex and Casodex Exhibit E-2 Supply Agreement – Atacand and Atacand HCT Exhibit F Transitional Services Agreement Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are marked: [***] INDEX OF DEFINED TERMS Defined Term Page [***] 11 [***] Agreement 4, 11 AB-Rated 1 Accounts Receivable 1 Act 2 Adverse Event 2 Affiliate 2 AG Abandonment Date 2 AG Agreement 2 Agreement 1 Allocation 15 AMP 2 Ancillary Agreements 2 Apportioned Obligations 35 Arimidex 2 Arimidex/Casodex Closing Payment 15 Assignment 49 Assumed Liabilities 14 Atacand 2 Atacand Closing Payment 15 Atacand Generic Entry Date 3 Atacand HCT 3 Atacand Other Authorized or Owned Generic Product 3 Authorized Generic Product 3 Bill of Sale 3 Business Day 3 Buyer 1 Buyer Confidential Information 27 Buyer FDA Transfer Letters 3 Buyer Group 37 Buyer Indemnitees 41 Buyer Permitted Purpose 28 Buyer Regulatory Documentation 3 Calendar Year 3 Candesartan Compound 4 Casodex 4 cGMP 4 Claim Notice 43 Clinical Trial 32 Closing 16 Defined Term Page Closing Date 4 Closing Inventory 4 Closing Payments 15 Code 4 Confidential Information 26 Confidentiality Agreement 4 Confidentiality Period 27 Contingent Payment 15 Contract 4 Control 4 Controlling Party 43 CPP 29 Disclosing Party 26 Disclosure Schedules 4 Domain Names 4 Encumbrance 5 Enforceability Exceptions 18 Excluded Assets Schedule 2.2 Assumed 5 Excluded Items 5 Excluded Liabilities Schedule 2.6 Allocation 14 Exploit 6 Exploitation 6 Exploited 6 Exploiting 6 FDA 6 Fixed-Dose Combination 6 Fundamental Representations 6 Governmental Authority 6 Group 37 Groups 37 HCT Compound 6 IFRS 6 IND 6 Indemnification Certificate 42 Indemnified Party 42 Indemnifying Party 42 Indirect Taxes 6 IRS 6 IT Party 39 Law 6 Liabilities 7 Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 1933, as amended. Confidential Portions are marked: [***] License Agreement 7 Licensed Trademarks 7 Litigation 7 Loss 7 Losses 7 Manufacture 7 Manufacturing 7 Material Adverse Effect 7 NDA 8 NDA Transfer Date 30 NDC 8 Non-Controlling Party 43 Non-Recourse Party 8 Notice 47 Order 8 OT Party 39 Parties 1 Party 1 Payee 35 Payer 35 Payments 35 Permitted Encumbrance 8 Permitted Financing Recipient 27 Person 8 Pharmacovigilance Agreement 8 Post-Closing Tax Period 35 Pre-Closing Tax Period 35 Product Business 8 Product NDAs 9 Product Promotional Materials 9 Products 9 Purchased Assets 12 Purchased Information 9 Purchased Product Records 9 Purchased Regulatory Approvals 9 Purchased Regulatory Documentation 9 Quality Assurance Agreement 10 Receiving Party 26 Regulatory Approval 10 Representatives 10 Required Consents 25 Seller 1 Seller Business 10 Seller Confidential Information 28 Seller Group 37 Seller Indemnitees 41 Seller Permitted Purpose 28 Seller Territory 10 Sellers 1 Sellers FDA Transfer Letters 10 Sellers’ Claims 13 Sellers’ Knowledge 10 Sellers’ Rights 13 Straddle Period 10 Supply Agreement – Arimidex and Casodex 10 Supply Agreement – Atacand and Atacand HCT 10 Supply Agreements 11 Sweden Seller 1 Tax 11 Tax Return 11 Taxes 11 Taxing Authority 11 Territory 11 Third Party 11 Third Party Claim 42 Transfer of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents Products 39 Transfer Taxes 35 Transitional Services Agreement 11 UK Seller 1 Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY 1933, as amended. Confidential Portions are marked: [***] ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) is entered into made and executed as of April 30December 29, 2001 2017, by and among XXXXXXX SPAS USA, INC.AstraZeneca AB, a Florida company incorporated in Sweden under no. 556011-7482 with its registered office at SX-000 00 Xxxxxxxxxx, Xxxxxx and with offices at SE-431 83 Mölndal, Sweden (“Sweden Seller”), AstraZeneca UK Limited, a company incorporated in England under no. 03674842 whose registered office is at 1 Xxxxxxx Xxxxx Avenue, Cambridge Biomedical Campus, Cambridge, England CB2 0AA (“UK Seller”), and ANI Pharmaceuticals, Inc., a Delaware corporation ("“Buyer" as modified pursuant to Section 1.4”), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation . Sweden Seller and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH UK Seller are sometimes referred to hereinherein individually as “Seller” and collectively referred as “Sellers”. Sweden Seller, individually, UK Seller and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx Buyer are sometimes referred to herein, individually, herein individually as "Seller a “Party” and collectively as the “Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.”

Schedules. Schedule 1.1 Purchased Assets 1.1(a) Foreign Security Documents Schedule 1.2 Excluded Assets 1.1(b) Commitments of Lenders Schedule 2.2 Assumed Liabilities 8.12 Canadian Pension Plans Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No 8.13 Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company 8.15 Environmental Schedule 4.11 Predecessor Status 8.16(b) Owned Real Property Schedule 4.12 Related Party 8.16(c) Leased Real Property Schedule 4.13 Litigation 9.14 Post-Closing Actions Schedule 4.15 Compliance With Laws 9.18 Closing Date Bank Accounts Schedule 4.16(d) Environmental Matters (Operations and Activities) 10.1 Closing Date Indebtedness Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 10.2 Closing Date Liens Schedule 4.33 Financial Statements 10.3 Dissolutions Schedule 5.4 Consents 10.5 Closing Date Investments Schedule 7.10 Certain Terms of Xxxxxxx Employment 10.6 Closing Date Burdensome Agreements Schedule 7.11 Certain Terms 13.2 Notice Addresses EXHIBITS Exhibit A Form of License Schedule 7.17 Termination Joinder Agreement Exhibit B Solvency Certificate Exhibit C [Reserved] Exhibit D Form of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE Prepayment Notice Exhibit E [Reserved] Exhibit F Form of Assignment and Acceptance Exhibit G Form of Promissory Note Exhibit H [Reserved] Exhibit I Form of Intercompany Note Exhibit J-1 Form of Non-Bank Tax Certificate (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-2 Form of Non-Bank Tax Certificate (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-3 Form of Non-Bank Tax Certificate (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-4 Form of Non-Bank Tax Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit K Form of Notice of Conversion or Continuation Exhibit L-1 Form of Hedge Bank Designation Exhibit L-2 Form of Cash Management Bank Designation SENIOR SECURED TERM LOAN CREDIT AGREEMENT This Asset Purchase Agreement is entered into SENIOR SECURED TERM LOAN CREDIT AGREEMENT, dated as of April 30August 27, 2001 by and 2020, among XXXXXXX SPAS USA, INC.SOFTWARE LUXEMBOURG INTERMEDIATE S.À X.X., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania private limited liability company ("Birmingham"société à responsabilité limitée), 00xx XXXXXX DAY SPAwith registered offices at 00, LLCXxxxxxxxx Xxxxxx-Xxxxxxxx Xxxxxxxxx, X-0000 Xxxxxxxxxx, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés) under number B246231 (the “Holdings”), SOFTWARE LUXEMBOURG ACQUISITION S.À X.X., a New York private limited liability company ("57th Street"société à responsabilité limitée), GH DAY SPASwith registered offices at 00, INC.Xxxxxxxxx Xxxxxx-Xxxxxxxx Xxxxxxxxx, X-0000 Xxxxxxxxxx, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés) under number B246282 (the “Parent Borrower”), Skillsoft Corporation, a Pennsylvania Delaware corporation and (the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"“U.S. Subsidiary Borrower”), GH DAY SPA SECOND STREETas a borrower (the U.S. Subsidiary Borrower, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa SellersParent Borrower, the "Operational Sellers"“Borrowers”), the lending institutions from time to time parties hereto or deemed to be parties hereto in accordance with the Confirmation Order or any related order of the Bankruptcy Court (each, a “Lender” and, collectively, the “Lenders”), and individuallyWILMINGTON SAVINGS FUND SOCIETY, an "Operational Seller") THE GREENHOUSE SPAFSB, INC., a Pennsylvania corporation ("Greenhouse"and together with as the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") Administrative Agent and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania Collateral Agent (the "Trust") such terms and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms term used herein are but not defined in Article XII and throughout this Agreementpreamble having the meaning provided in Section 1).

Schedules. Schedule 1.1 Purchased Assets Schedule 1.2 Excluded Assets Schedule 2.2 Assumed Liabilities Schedule 2.6 Allocation Restated Certificate of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents Incorporation of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor 1.3(a) Deposit Agreement Schedule 1.3(b) Officers' Certificate Regarding Indenture for the Debentures Schedule 1.6(a)(i) Trust Agreement for the ESOP Trust Schedule 1.6(a)(ii) ESOP Schedule 1.6(a)(iii) Supplemental ESOP Schedule 1.6 (a)(iv) Trust Agreement for the Supplemental ESOP Trust Schedule 1.6(d) ESOP Stock Purchase Agreement and Amendment Schedule 1.6(m) Class I Preferred Stock Subscription Agreement Schedule 1.6(n) Class Pilot MEC Preferred Stock Subscription Agreement Schedule 1.6(o) Class IAM Preferred Stock Subscription Agreement Schedule 1.6(p)(i) Class XXX Preferred Stock Subscription Agreement Schedule 1.6(p)(ii) XXX Director Selection Process Schedule 1.10 Adjusted Percentage Table Schedule 2.2 Restated Bylaws of the Company Schedule 2.3(i) Directors of the Company Resigning at Effective Time Schedule 2.3(ii) New Directors of the Company Schedule 2.4 Provision to be Inserted in United Air Lines, Inc. Certificate Schedule 3.2(i) UAL 1981 Incentive Stock Program Amendment Schedule 3.2(ii) UAL 1988 Restricted Stock Plan Amendment Schedule 3.2(iii) UAL Incentive Compensation Plan Amendment Schedule 3.4 Contraventions and Conflicts Schedule 3.6(c) CRS Company Disclosure Schedule 3.17 Status Quo Matters Schedule 4.12 Related Party 3.18 Rights Amendment Schedule 4.13 Litigation 5.1(i) Conduct of the Company Schedule 4.15 Compliance With Laws 5.1(ii) IAM Job Security Provisions Schedule 4.16(d5.1(iii) Environmental Matters (Operations Existing Employee Stock Purchase Policies of the Company Schedule 5.8(i) ALPA Collective Bargaining Agreement Schedule 5.8(ii) IAM Collective Bargaining Agreement Schedule 5.8(iii) Employment Terms for Employees Performing the Functions of the Company's Salaried and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Management Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE 5.9 Solvency Letter Schedule 5.10(i) Class I Preferred Stock Shareholders Agreement Schedule 5.10(ii) Class XXX Director Shareholders Agreement Schedule 5.10(iii) First Refusal Agreement Schedule 6.1 Confidentiality Statement AMENDED AND RESTATED AGREEMENT This Asset Purchase Agreement is entered into AND PLAN OF RECAPITALIZATION AGREEMENT AND PLAN OF RECAPITALIZATION, dated as of April 30March 25, 2001 by 1994, as amended and among XXXXXXX SPAS USA, INC., a Florida corporation restated (the "Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("BirminghamAgreement"), 00xx XXXXXX DAY SPA, LLCamong UAL Corporation, a New York limited liability company Delaware corporation (the "57th StreetCompany"), GH DAY SPASAir Line Pilots Association, INC.International ("ALPA"), pursuant to its authority as the collective bargaining representative for the crafts or class of pilots employed by United Air Lines, Inc., a Pennsylvania Delaware corporation and the holder of all a wholly owned subsidiary of the Capital Stock of 00xx Xxxxxx Company ("GHDSUnited"), and International Association of Machinists and Aerospace Workers ("IAM" and and, together with Birmingham and 57th StreetALPA, the "Spa Sellers", and individually, a "Spa SellerUnions"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred pursuant to herein, individually, and its authority as the "Shareholders" andcollective bargaining representative for the crafts or classes of mechanics and related employees, individuallyramp and stores employees, a "Shareholder")food service employees, XXXXXX XXXXXXX, a resident of the State of Pennsylvania dispatchers and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreementsecurity officers employed by United.

Schedules. Schedule 1.1 Purchased Assets 1.1(a) Knowledge of Company Schedule 1.2 Excluded Assets 1.1(b) Permitted Exceptions Schedule 2.2 Assumed Liabilities 1.1(c) Specified Transaction Expenses Schedule 2.6 Allocation of Consideration 5.3(a) No Conflicts Schedule 2.11 Listed Percentages 5.3(b) No Consents Schedule 3.4 Consents of Shareholders 5.4(a) Capitalization Schedule 4.1 Organization 5.4(b) No Warrants, Options, etc. Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No 5.5(a) Subsidiaries Schedule 4.10 Capital Stock 5.5(b) Liens on Equity Interests of the Sellers Subsidiaries Schedule 5.6 Financial Statements Exceptions to GAAP Schedule 5.7 Absence of Certain Changes Schedule 5.8(a) Taxes Schedule 5.8(b) Taxes - Subsidiaries Schedule 5.8(e) Tax Returns Schedule 5.9 Real Property Schedule 5.10 Tangible Personal Property Schedule 5.11(a) Intellectual Property Schedule 5.11(b) Registrations and the Applications Schedule 5.12(a) Material Contracts Schedule 5.12(b) Notices of Default Schedule 5.13(a) Company Benefit Plans Schedule 4.11 Predecessor Status 5.13(g) Acceleration of Benefits Schedule 4.12 Related Party 5.14(b) Labor Schedule 4.13 5.15 Litigation Schedule 4.15 5.16 Compliance With with Laws Schedule 4.16(d) 5.17 Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) 5.18 Financial Advisors Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 5.20 Insurance Schedule 4.26(a6.3(a) Employee Matters (EmployeesNo Conflicts; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms 7.2 Conduct of Xxxxxxx Employment Business Pending the Closing Schedule 7.7 Indemnification Agreements Schedule 7.11 Certain Terms 8.1(f) Consents (Closing Condition) Exhibits Exhibit A Description of License Schedule 7.17 Termination Sale/Leaseback Transaction Exhibit B Form of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE Amended and Restated Limited Liability Company Agreement of Parent AGREEMENT AND PLAN OF MERGER This Asset Purchase Agreement is entered into AGREEMENT AND PLAN OF MERGER, dated as of April 30November 4, 2001 2005 (this “Agreement”), by and among XXXXXXX SPAS USA, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, Stripes Holdings LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared existing under the laws of Delaware (“Parent”), Stripes Acquisition LLC, a limited liability company existing under the State laws of Pennsylvania Delaware and wholly-owned subsidiary of Parent (“Merger Sub”), and Susser Holdings, L.L.C., a limited liability company existing under the laws of Delaware (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"“Company”), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 1.1(a) Business Employees Schedule 1.1(b)(i) DAS Principals Schedule 1.1(b)(ii) DAS Professionals Schedule 2.1(b) Personal Property Schedule 2.1(c) Purchased Contracts Schedule 3.3(b) Seller Required Consents Schedule 3.4 Sufficiency of Assets Schedule 1.2 Excluded Assets 3.5 Permits Schedule 2.2 Assumed Liabilities 3.6(a) Seller Compliance with Law Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of 3.6(b) Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws 3.7(a) Business Employee Information Schedule 4.16(d3.7(b) Environmental Matters (Operations and ActivitiesBenefit Plans Schedule 3.7(d) Notice of Intent to Withdraw Schedule 4.16(f3.8(a) Environmental Matters (Assessments and AuditsMaterial Contracts Schedule 3.8(b) Unapplied Retainers Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h3.9(a) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 September 30, 2003 Financial Statements Schedule 5.4 3.9(c) Certain Changes Subsequent to September 30, 2003 Schedule 3.9(c)(viii) Transactions with Business Employees Schedule 3.9(c)(ix) Changes in Employment Terms of Business Employees Schedule 3.12 Material Clients Schedule 3.14 Government Contracts Schedule 3.15 Business Activity Restrictions Schedule 4.3(b) Buyer Required Consents Schedule 7.10 Certain Terms 5.2 Seller's Conduct of Xxxxxxx Business Until Closing Date Exhibits Exhibit A Form of Client Consent Exhibit B Description of DAS Services Exhibit C Description of Permitted Services Exhibit D Form of Bill of Sale Exhibit E Form of Assumption Agreement Exhibit F Form of Transition Services Agreement Exhibit G Form of DAS Principal Certificate Exhibit H Form of Principal Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY Agreement ASSET PURCHASE AGREEMENT This Asset Purchase Agreement ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of April 30October 22, 2001 2003, by and among XXXXXXX SPAS USAKPMG LLP, a Delaware limited liability partnership ("Seller"), DAS BUSINESS, LLC, a Maryland limited liability company ("Buyer"), and FTI CONSULTING, INC., a Florida Maryland corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("BirminghamParent"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased Assets A Excluded Asset Sales Schedule 1.2 Excluded Assets 1 Commitments Schedule 2.2 Assumed Liabilities Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No 2 Restricted and Unrestricted Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company 3 Subsidiary Guarantors Schedule 4.11 Predecessor Status 4 Mortgaged Real Property Schedule 4.12 Related Party 5 EBITDA Adjustments Schedule 4.13 Litigation 5.12 Real Property Schedule 4.15 Compliance With Laws 5.19 Subsidiaries Schedule 4.16(d6 Hedge Agreements Schedule 6.10(c) Environmental Matters (Operations and Activities) Real Estate Deliverables Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and 6.16 Post-Closing Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 7.02 Liens Schedule 4.33 Financial Statements 7.03 Indebtedness Schedule 5.4 Consents 7.04 Investments Schedule 7.10 7.07 Contractual Obligations Schedule 7.08 Transactions with Affiliates Schedule 11.05 Administrative Agent’s Office, Certain Terms Addresses for Notices EXHIBITS Exhibit A-1 Form of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms Revolving Facility Note Exhibit A-2 Form of License Schedule 7.17 Termination Swing Line Note Exhibit A-3 Form of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE Term Note Exhibit B-1 Form of Notice of Borrowing Exhibit B-2 Form of Notice of Continuation or Conversion Exhibit B-3 Form of LC Request Exhibit C Form of Guaranty Exhibit D Form of Solvency Certificate Exhibit E Form of Compliance Certificate Exhibit F Form of Closing Certificate Exhibit G Form of Assignment Agreement Exhibit H-1 Form U.S. Tax Certificate (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit H-2 Form U.S. Tax Certificate (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit H-3 Form U.S. Tax Certificate (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit H-4 Form U.S. Tax Certificate (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit I-1 Form of Second Lien Intercreditor Agreement Exhibit I-2 Form of Equal Priority Intercreditor Agreement Exhibit J Form of Intercompany Note Exhibit K-1 Form of Affiliated Lender Assignment Agreement Exhibit K-2 Form of Acceptance and Prepayment Notice Exhibit K-3 Form of Discount Range Prepayment Notice Exhibit K-4 Form of Discount Range Prepayment Offer Exhibit K-5 Form of Solicited Discounted Prepayment Notice Exhibit K-6 Form of Solicited Discounted Prepayment Offer Exhibit K-7 Form of Specified Discount Prepayment Notice Exhibit K-8 Form of Specified Discount Prepayment Response Exhibit L Form of Additional Borrower Agreement Exhibit M Form of Secured Hedge Agreement Designation 075030-0002-08530-Active.13958716.14 This CREDIT AGREEMENT This Asset Purchase Agreement is entered into as of April 30May 28, 2001 by and 2013 among XXXXXXX SPAS USAthe following: (i) PGT, INC.Inc., a Florida Delaware corporation ("Buyer" as modified pursuant the “Parent Borrower” and collectively with any Additional Borrowers from time to Section 1.4time party hereto, the “Borrowers”); (ii) the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”); (iii) SunTrust Bank (“SunTrust”), BIRMINGHAM DAY SPAas the administrative agent (in such capacity, LLC, a Pennsylvania limited liability company ("Birmingham"the “Administrative Agent”), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company as the Collateral Agent ("57th Street"as hereinafter defined), GH DAY SPAS, INC., a Pennsylvania corporation and as the holder of all of the Capital Stock of 00xx Xxxxxx Swing Line Lender ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"as hereinafter defined), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"an as LC Issuer (as hereinafter defined); (iv) General Electric Capital Corporation (“GE Capital”), XXXXXX XXXXXXXKeybank National Association (“KeyBank”) and U.S. Bank National Association (“U.S. Bank”) as co-syndication agents (in such capacities, a resident of the State of Pennsylvania “Co-Syndication Agents”), (v) Cadence Bank, N.A. (“Cadence”) as documentation agent (in such capacity, the “Documentation Agent”) and trustee of the Trust (vi) SunTrust Robinson Humphrey, Inx. (“XXXX”), XX Xapital Markets, Inc. (“GECM”), Keybank and U.S. Bank, as lead arrangers and joint bookrunners (the "Trustee"“Arrangers”), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 1.1.1 Products Schedule 1.1.2 Permitted Encumbrances Schedule 1.1.3 Purchased Regulatory Approvals Schedule 1.1.4 Sellers’ Knowledge Schedule 2.1.1(f) Domain Names Schedule 2.4.2(a)(v) Purchased Assets Delivery Schedule 1.2 Schedule 3.1.8(d) Base Period AMP Schedule 3.1.10 Closing Inventory EXHIBITS Exhibit A Xxxx of Sale and Assignment and Assumption Agreement Exhibit B Form of Buyer FDA Transfer Letters Exhibit C License Agreement Exhibit D Form of Sellers FDA Transfer Letters Exhibit E-1 Supply Agreement – Arimidex and Casodex Exhibit E-2 Supply Agreement – Atacand and Atacand HCT Exhibit F Transitional Services Agreement Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are marked: [***] INDEX OF DEFINED TERMS Defined Term Page [***] 11 [***] Agreement 4, 11 AB-Rated 1 Accounts Receivable 1 Act 2 Adverse Event 2 Affiliate 2 AG Abandonment Date 2 AG Agreement 2 Agreement 1 Allocation 15 AMP 2 Ancillary Agreements 2 Apportioned Obligations 35 Arimidex 2 Arimidex/Casodex Closing Payment 15 Assignment 49 Assumed Liabilities 14 Atacand 2 Atacand Closing Payment 15 Atacand Generic Entry Date 3 Atacand HCT 3 Atacand Other Authorized or Owned Generic Product 3 Authorized Generic Product 3 Xxxx of Sale 3 Business Day 3 Buyer 1 Buyer Confidential Information 27 Buyer FDA Transfer Letters 3 Buyer Group 37 Buyer Indemnitees 41 Buyer Permitted Purpose 28 Buyer Regulatory Documentation 3 Calendar Year 3 Candesartan Compound 4 Casodex 4 cGMP 4 Claim Notice 43 Clinical Trial 32 Closing 16 Defined Term Page Closing Date 4 Closing Inventory 4 Closing Payments 15 Code 4 Confidential Information 26 Confidentiality Agreement 4 Confidentiality Period 27 Contingent Payment 15 Contract 4 Control 4 Controlling Party 43 CPP 29 Disclosing Party 26 Disclosure Schedules 4 Domain Names 4 Encumbrance 5 Enforceability Exceptions 18 Excluded Assets Schedule 2.2 Assumed 5 Excluded Items 5 Excluded Liabilities Schedule 2.6 Allocation 14 Exploit 6 Exploitation 6 Exploited 6 Exploiting 6 FDA 6 Fixed-Dose Combination 6 Fundamental Representations 6 Governmental Authority 6 Group 37 Groups 37 HCT Compound 6 IFRS 6 IND 6 Indemnification Certificate 42 Indemnified Party 42 Indemnifying Party 42 Indirect Taxes 6 IRS 6 IT Party 39 Law 6 Liabilities 7 Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 1933, as amended. Confidential Portions are marked: [***] License Agreement 7 Licensed Trademarks 7 Litigation 7 Loss 7 Losses 7 Manufacture 7 Manufacturing 7 Material Adverse Effect 7 NDA 8 NDA Transfer Date 30 NDC 8 Non-Controlling Party 43 Non-Recourse Party 8 Notice 47 Order 8 OT Party 39 Parties 1 Party 1 Payee 35 Payer 35 Payments 35 Permitted Encumbrance 8 Permitted Financing Recipient 27 Person 8 Pharmacovigilance Agreement 8 Post-Closing Tax Period 35 Pre-Closing Tax Period 35 Product Business 8 Product NDAs 9 Product Promotional Materials 9 Products 9 Purchased Assets 12 Purchased Information 9 Purchased Product Records 9 Purchased Regulatory Approvals 9 Purchased Regulatory Documentation 9 Quality Assurance Agreement 10 Receiving Party 26 Regulatory Approval 10 Representatives 10 Required Consents 25 Seller 1 Seller Business 10 Seller Confidential Information 28 Seller Group 37 Seller Indemnitees 41 Seller Permitted Purpose 28 Seller Territory 10 Sellers 1 Sellers FDA Transfer Letters 10 Sellers’ Claims 13 Sellers’ Knowledge 10 Sellers’ Rights 13 Straddle Period 10 Supply Agreement – Arimidex and Casodex 10 Supply Agreement – Atacand and Atacand HCT 10 Supply Agreements 11 Sweden Seller 1 Tax 11 Tax Return 11 Taxes 11 Taxing Authority 11 Territory 11 Third Party 11 Third Party Claim 42 Transfer of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents Products 39 Transfer Taxes 35 Transitional Services Agreement 11 UK Seller 1 Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY 1933, as amended. Confidential Portions are marked: [***] ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) is entered into made and executed as of April 30December 29, 2001 2017, by and among XXXXXXX SPAS USA, INC.AstraZeneca AB, a Florida company incorporated in Sweden under no. 556011-7482 with its registered office at XX-000 00 Xxxxxxxxxx, Xxxxxx and with offices at XX-000 00 Xxxxxxx, Xxxxxx (“Sweden Seller”), AstraZeneca UK Limited, a company incorporated in England under no. 03674842 whose registered office is at 0 Xxxxxxx Xxxxx Avenue, Cambridge Biomedical Campus, Xxxxxxxxx, Xxxxxxx XX0 0XX (“UK Seller”), and ANI Pharmaceuticals, Inc., a Delaware corporation ("“Buyer" as modified pursuant to Section 1.4”), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation . Sweden Seller and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH UK Seller are sometimes referred to hereinherein individually as “Seller” and collectively referred as “Sellers”. Sweden Seller, individually, UK Seller and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx Buyer are sometimes referred to herein, individually, herein individually as "Seller a “Party” and collectively as the “Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.”

Schedules. The following are the Schedules to this Agreement: Schedule 1.1 Purchased 1 - Sellers Schedule 1.1(o) - Net Working Capital Principles Schedule 1.1(y) - Core Technology Schedule 2.3(b) - Earnout Principles Schedule 3.5 - Governmental Consents Schedule 3.6 - Contractual Consents Schedule 3.10 - Authorized and Issued Capital Schedule 3.14 - Annual Financial Statements Schedule 3.15 - Liabilities not listed on Annual Financial Statements Schedule 3.18 - Changes since Balance Sheet Date Schedule 3.19 - Property and Assets Schedule 1.2 Excluded Assets 3.22 - Indebtedness for Borrowed Money Schedule 2.2 Assumed Liabilities 3.24 - Accounts Receivable Exception Schedule 2.6 Allocation of Consideration 3.25 - Litigation and Suits Schedule 2.11 Listed Percentages 3.27 - Agreements Restricting Business Schedule 3.4 3.28 - Material Contracts Schedule 3.29 - Material Contract Negotiations Schedule 3.35 - Insurance Policies and Fidelity Bonds Schedule 3.37 - Permits Schedule 3.38 - Defaults Schedule 3.39 - Broker, etc. Schedule 3.41 - Cancelled or Terminated Contracts Schedule 3.42 - Registered IP, etc. Schedule 3.43 - Patents Schedule 3.49 - Licensed IP Schedule 3.50 - Exclusive Licensed IP Schedule ‎3.52 - Licensed IP Royalty Schedule 3.53 - Third Party Consents of Shareholders for Licensed IP Schedule 4.1 Organization 3.56 - Abandoned IP Schedule 4.2 Qualification 3.59 - Custom Software Schedule 4.5 Consents of Seller Parties 3.63 - Offers to License Schedule 4.9 No Subsidiaries 3.64 - Developers Exceptions Schedule 4.10 Capital Stock of the Sellers and the Company 3.65 - Developers Details Schedule 4.11 Predecessor Status 3.67 - Source Code Access Schedule 4.12 Related Party 3.68 - Source Code Location Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and 3.69 - Source Code Access Obligations Schedule 4.18 Receivables 3.70 - Distributors Schedule 4.19 3.71 - Other Licenses, Custom and Maintenance Agreements Schedule 3.72 - Errors and Defects Schedule 3.75 - Open Source Schedule 3.78 - Rights in Company IP Schedule 3.79 - Future Support Schedule 3.80 - Mandatory Future Enhancements Schedule 3.81 - OEM Kit/Toolkit Schedule 3.82 - Compatible Platforms Schedule 3.84 - Funding Schedule 3.85 - Availability of Core Technology Schedule 3.86 - Paid and Unpaid Content Schedule 3.87 - Privacy Schedule 3.88 - Taxes Schedule 3.89 - Payment of Taxes Schedule 3.100 - Collection of Taxes Schedule 3.106 - SRED Claims Schedule 3.107 - Employees Schedule 3.108 - Benefit Arrangements Schedule 3.120 - Employees on Disability or Other Leave Schedule 3.126 - Leased Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) 3.135 - Bank Accounts Schedule 4.20(a) Capital Leases 7.4 - Disaster Recovery Infrastructure Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into as of April 30, 2001 by and among XXXXXXX SPAS USA, INC., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.9.9 - Proportionate Amount

Schedules. Schedule 1.1 Purchased Assets - Defined Terms Schedule 1.2 Excluded Assets 3.1(d) - Seller's Litigation Schedule 2.2 Assumed Liabilities 3.1(e) - Required Consents and Approvals - Seller Schedule 2.6 Allocation of Consideration 3.1(f) - Seller's Compliance with Laws Schedule 2.11 Listed Percentages 3.2(d) - Company Litigation Schedule 3.4 3.2(e) - Required Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Approvals - Company Schedule 4.11 Predecessor Status 3.2(f) - Matters Relating to the Shares Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d3.2(g) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 - Company Financial Statements Schedule 5.4 3.2(i) - Current Company Accounts Receivable Schedule 3.2(j) - Material Changes Schedule 3.2(l)(iii) - Company Tax Returns Schedule 3.2(o) - Company Insurance Policies Schedule 3.2(p) - Company Compliance with Laws Schedule 3.2(q) - Company Employee Matters Schedule 3.2(r) - Employee Benefit Matters Schedule 3.3(f) - Preferential Purchase Rights; Consents to Assignment-Assets Schedule 7.10 Certain 3.3(j) - Environmental Matters Schedule 3.3(l) Contracts Not Terminable Upon 30 Days Notice Schedule 3.3(m) - Imbalances and Similar Matters Schedule 3.3(o) - AFEs; Commitments for Expenditures Schedule 3.3(p) - Drilling Obligations Schedule 3.3(q) - Areas of Mutual Interest and Similar Matters Schedule 3.3(r) - Company Hedges Schedule 4.1(j)(iix) - Xuyer Outstanding Securities Schedule 4.1(j)(iv) - Buyer's Subsidiary Schedule 4.1(l) - Buyer Adverse Event or Liability Schedule 4.1(m) - Buyer's Outstanding Indebtedness Schedule 8.3(h) - Seller's Opinion of Counsel Schedule 8.3(j) - Buyer's Opinion of Counsel Schedule 9.1 - Working Capital Methodology EXHIBITS -------- Exhibit A - Assets Exhibit A-1 - Leases Exhibit A-2 - Wells; Working Interests xxx Xet Revenue Interests; Allocated Values Exhibit A-3 - Real Property Interests Exhibit A-4 - Contracts Exhibit B - Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET Registration Rights Agreement STOCK PURCHASE AND SALE AGREEMENT This Asset Purchase Agreement THIS STOCK PURCHASE AND SALE AGREEMENT ("Agreement") is entered into executed as of April 30this 22nd day of May, 2001 2008, by and among XXXXXXX SPAS USAVoyager Gas Holdings, INC.L.P., a Florida corporation Texas limited partnership ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLCVoyager Gas Corporation, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania Delaware corporation (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "ShareholderCompany"), XXXXXX XXXXXXXand ABC Funding, Inc., a resident of the State of Pennsylvania and trustee of the Trust Nevada corporation (the "TrusteeBuyer"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased 1.01(a) [Intentionally Omitted] Schedule 1.01(b) Subsidiary Guarantors Schedule 1.01(c) Products Schedule 1.01(d) [Intentionally Omitted] Schedule 1.01(e) Direct Competitors Schedule 1.01(f) Freight Forwarders Schedule 1.01(g) Transaction Summary Schedule 1.01(h) Eligible Multinational Account Debtors Schedule 2.22(b) Accounts and Lockboxes Schedule 2.22(c) Accounts Covered by Control Agreements Schedule 3.02 Equity Interests, Ownership and Jurisdictions Schedule 3.09 Real Estate Assets Schedule 1.2 Excluded Assets 3.10 Environmental Matters Schedule 2.2 Assumed Liabilities 3.12(a) Material Contracts Schedule 2.6 Allocation 3.12(b) Exceptions to Material Contracts Being in Full Force; Material Defaults under Material Contracts Schedule 3.17 Certain Fees Schedule 3.24 Deposit Accounts and Securities Accounts Schedule 3.25 Mortgage Recording Offices Schedule 3.29 Insurance Schedule 3.30 Location of Consideration Material Inventory Schedule 2.11 Listed Percentages 4.01(g) Local Counsel Schedule 3.4 Consents 4.01(n)(vi) Landlord Access Agreements Schedule 5.14 Post-Closing Matters Schedule 6.01(i) Certain Indebtedness Schedule 6.01(q) Certain Letters of Shareholders Credit Schedule 4.1 Organization 6.02(l) Certain Liens Schedule 4.2 Qualification 6.03 Certain Negative Pledges Schedule 4.5 Consents of Seller Parties 6.05 Certain Restrictions on Subsidiary Distributions Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock 6.06(i) Certain Investments as of the Sellers Closing Date Schedule 6.08 Certain Asset Sales Schedule 6.11 Certain Affiliate Transactions Schedule 6.19 Post-Reorganization Loan Parties EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit K-1 Form of Revolving Note Exhibit K-2 Form of Swingline Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of U.S. Security Agreement Exhibit M-2 Form of Australian General Security Deed Exhibit M-3 Form of Australian Specific Security Deed Exhibit M-4 Form of U.K. Debenture Exhibit N [Intentionally Omitted] Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Non-Bank Certificate Exhibit R Form of Intercreditor Agreement Exhibit S Form of Borrowing Base Certificate Exhibit T UK Borrower Terms and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE Conditions CREDIT AGREEMENT This Asset Purchase Agreement is entered into REVOLVING SYNDICATED FACILITY AGREEMENT (this “Agreement”) dated as of April 30June 18, 2001 by and 2012, among XXXXXXX SPAS USA, INC.TRONOX INCORPORATED, a Florida Delaware corporation and certain of its Subsidiaries party hereto, as U.S. Borrowers and Guarantors ("Buyer" as modified pursuant to Section 1.4collectively, the “Initial U.S. Borrowers”), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company TRONOX LIMITED ("Birmingham"ACN 153 348 111), 00xx XXXXXX DAY SPAan Australian public limited company incorporated in the Commonwealth of Australia (“Holdings”) and certain of its Subsidiaries party hereto, LLC, a New York limited liability company as Australian Borrowers and Guarantors ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Streetcollectively, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" “Initial Australian Borrowers”; and together with the Spa SellersInitial U.S. Borrowers and any Additional Co-Borrowers who become party hereto, collectively, the "Operational Sellers", “Borrowers” and individually, an "Operational Seller") THE GREENHOUSE SPA, INC.each, a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers“Borrower”), the "Sellers", Subsidiary Guarantors (such term and individually, a "Seller"each other capitalized term used but not defined herein having the meaning given to it in Article I), TGHthe Lenders, UBS SECURITIES LLC, a Pennsylvania limited liability company as lead arranger ("TGH"in such capacity, “Arranger”), as documentation agent (in such capacity, the “Documentation Agent”) and as syndication agent (in such capacity, the holder of all of “Syndication Agent”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, the Capital Stock of Greenhouse“Swingline Lender”), THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9thUBS AG, 1990STAMFORD BRANCH, an irrevocable trust declared under as issuing bank (in such capacity, the laws of “Issuing Bank”), as administrative agent (in such capacity, the State of Pennsylvania “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, the "Trust"“Collateral Agent”) for the Secured Parties and the holder of all of the Capital Stock of GHDSIssuing Bank and UBS AG, Birmingham and Second Street STAMFORD BRANCH, as Australian security trustee (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellersin such capacity, the Shareholders, the “Australian Security Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement”).

Schedules. The Company's Schedules: Schedule 1.1 Purchased Assets Number of Shares Owned By Each Seller Schedule 1.2 3.3 Excluded Assets Schedule 2.2 Assumed Liabilities Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization 3.5 Contingent Payments Criteria Schedule 4.2 Qualification Qualifications Schedule 4.3 Capitalization Schedule 4.5 Consents of Seller Parties Financial Statements Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 4.6 Absence of Changes Schedule 4.29 4.10A Consents Schedule 4.10B Payments or Obligations Schedule 4.11 Litigation; Claims Schedule 4.12 Employment Matters Schedule 4.12A Salaries Schedule 4.13 Material Agreements Schedule 4.13A Material Agreements Not in Full Force and Effect Schedule 4.14 Real Estate Schedule 4.16 Intangible Property Schedule 4.18 Material Liabilities Schedule 4.20 Employee Benefit Plans Schedule 4.21 Insurance Schedule 4.23 Transactions with Related Parties Schedule 4.26 Bank RelationshipsAccounts; Power Powers of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Buyer's Schedules: Schedule 5.4 Consents Schedule 7.10 Certain Terms EXHIBITS: Exhibit A Escrow Agreement Exhibit B Form of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET Letter and Confidentiality and Non-Compete Agreement Exhibit C Consulting Agreement STOCK PURCHASE AGREEMENT This Asset Purchase Agreement is entered into as of April 30STOCK PURCHASE AGREEMENT (this "Agreement"), 2001 dated July 31, 2000, by and among XXXXXXX SPAS USAArtesyn Technologies, INC.Inc., a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("BirminghamGuarantor"), 00xx XXXXXX DAY SPAArtesyn North America, LLCInc., a New York limited liability company Delaware corporation ("57th StreetBuyer"), GH DAY SPASAzCore Technologies, INC.Inc., a Pennsylvania Delaware corporation (the "Company"), Barry Beroth, Jim Nelson, Ian Poynton and the holder of all of the Capital Stock of 00xx Xxxxxx Duane Dixon (Messrs. Beroth, Xxxxxx, Xxynxxx xxx Xxxox, xxxxxxxxvely, xxx "GHDS" Xxxxxers"), William Tankesly, Eugene McGill, Xxxtin Perry, Denis Skuse and together with Birmingham and 57th StreetTerry Xxxxx (Xxxxxx. Xanxxxxx, XxXxxx, Xxxxx, Xxxxx axx Xxxxx, xollecxxxxxy, the "Spa Employee Sellers", ) and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company the remainxxx xtockholders of the Company listed on the signature pages hereof ("Second Street" and together with the Spa Sellers, Founders and the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Employee Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 1.6 Assumed Contracts Schedule 1.7 Assumed Liabilities Schedule 1.21 Excluded Assets Schedule 1.24 Fixed Assets Schedule 1.27 Intellectual Property Schedule 1.28 Interim Financial Statements Schedule 1.37 Permitted Liens Schedule 1.43 Required Consents Schedule 2.3(a) Final Balance Sheet Schedule 3.1 Foreign Qualifications Schedule 3.2 Authorization; Enforceability Schedule 3.3 No Violation or Conflict Schedule 3.4 Title to and Sufficiency of Purchased Assets Schedule 1.2 Excluded Assets Schedule 2.2 Assumed Liabilities Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 3.5 Litigation Schedule 4.15 Compliance With Laws 3.7 Contracts Schedule 4.16(d) Environmental Matters (Operations and Activities) 3.8 Accounts Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 3.10 Financial Statements Schedule 5.4 3.11 Undisclosed Liabilities Schedule 3.12 Real Property Schedule 3.13(a) Intellectual Property Schedule 3.13(b) Pending Claims Schedule 3.13(c) Patents and Trademarks Schedule 3.14 Books and Records Schedule 3.15 Affiliated Transactions Schedule 3.16 Insurance Schedule 3.17 Tax Matters Schedule 3.18 Compliance with Law Schedule 3.19 Governmental Authorizations Schedule 3.20 Environmental Conditions Schedule 3.21 Labor Matters Schedule 3.22 Material Adverse Changes Schedule 3.24 Warranties and Service Payment Obligations Schedule 3.26 Customers and Suppliers Schedule 5.2 Negative Covenants Schedule 6.6 Required Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of 8.5(b) Seller Employees Schedule 15.12 Build Out Expenses EXECUTION COPY 8.5(c) Interview Procedures Schedule 8.5(d) Buyer’s Benefit Plans Schedule 11.12 Parent’s Balance Sheet EXHIBITS Exhibit A Assignment and Assumption Agreement Exhibit B Xxxx of Sale Exhibit C Buyer’s Closing Certificate Exhibit D Parent’s Closing Certificate Exhibit E Seller’s Closing Certificate Exhibit F Form of Opinion of Counsel to Seller Exhibit G Form of Opinion of Counsel to Buyer ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into ASSET PURCHASE AGREEMENT (this "Agreement"), made as of April 30December 9, 2001 2002, by and among XXXXXXX SPAS USAELAN PHARMACEUTICALS, INC., a Florida Delaware corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("BirminghamParent"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPASELAN DIAGNOSTICS, INC., a Pennsylvania Delaware corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPANOVITRON INTERNATIONAL, INC., a Pennsylvania Delaware corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "SellerBuyer"), TGH, LLC, a Pennsylvania limited liability company ("TGH") recites and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and provides as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.follows:

Schedules. Schedule 1.1 Purchased Assets 2.1 Accounts Schedule 1.2 Excluded Assets 2.2(a)(xi) Fixtures, Furniture and Equipment Schedule 2.2 2.2(a)(xii) Third Party Software Vendor Agreements and Assumed Contracts Schedule 2.3(b)(i) Preliminary Closing Statement Schedule 2.3(b)(ii) Closing Statement Schedule 3.3 Capitalization Schedule 3.4 No Conflict Schedule 3.5 Required Consents Schedule 3.6 Subsidiaries and Investments Schedule 3.7 Material Contracts Schedule 3.10 Certain Changes Schedule 3.11 Undisclosed Liabilities Schedule 2.6 Allocation 3.12(a) Liens Schedule 3.12(c) Real and Personal Property Schedule 3.13(a) Account and Loan Document Exceptions Schedule 3.13(b) Collection Settlement Agreements Schedule 3.14 Insurance Schedule 3.15 Litigation and Compliance Schedule 3.17 Employment and Safety Matters Schedule 3.18 Intangible Rights Schedule 3.20 Labor Matters Schedule 3.21 Contracts with Affiliates Schedule 3A.3 No Conflict for Partners Schedule 3A.4 Required Consents for Partners Schedule 5.10 Eligible Employees EXHIBITS Exhibit A Form of Consideration Schedule 2.11 Listed Percentages Schedule 3.4 Consents Xxxx of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents Sale and Assignment and Assumption Agreement Exhibit B Form of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock Escrow Agreement Exhibit C Form of Trademark Assignment Agreement *All of the Sellers exhibits and schedules to this agreement set forth on the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(dtable of contents hereto have been omitted pursuant to Item 601(b)(2) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power Regulation S-K. SWS Group, Inc. agrees to furnish supplementally to the SEC, upon request, a copy of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY any omitted exhibit or schedule. ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into ASSET PURCHASE AGREEMENT, dated as of April 30February 16, 2001 2006, is by and among XXXXXXX SPAS USA, INC.Regional Acceptance Corporation, a Florida North Carolina corporation ("“Buyer" as modified pursuant to Section 1.4”), BIRMINGHAM DAY SPAFSB Financial, Ltd., a Texas limited partnership (“Seller”), Southwest Securities, FSB, a federally chartered savings bank with a limited partnership interest in Seller (“SSB”), FSBF, LLC, a Pennsylvania Texas limited liability company with a general partnership interest in Seller ("Birmingham"“FSBF”), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individuallyXxxxx, an "Operational Seller") THE GREENHOUSE SPA, INC., individual with a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street partnership interest in Seller (each of the TrustSSB, GHDS FSBF and TGH Xxxxxx Xxxxx are sometimes collectively referred to herein, individually, and herein as the "Shareholders" and, individually, a "Shareholder"“Partners”), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. Schedule 1.1 Purchased 1.01(a) Adjusted Net Working Capital Calculations Schedule 1.01(b) Fall 2010 RMEC Outage Schedule and Scope Schedule 1.01(c) Post-Outage Operations Confirmation Schedule 1.01(d) Sellers’ and the Company’s Knowledge Schedule 1.01(e) Purchaser’s Knowledge Schedule 1.01(f) Permitted Liens Schedule 3.03(c) Seller Approvals Schedule 3.04 Liens on Interests Schedule 4.02 Conflicts; Consents and Approvals Schedule 4.02(c) Third Party Consents Schedule 4.04 Litigation Schedule 4.05(a) Compliance with Laws Schedule 4.05(b)(i) Permits Schedule 4.05(b)(ii) Compliance with Permits Schedule 4.06(a) Material Contracts Schedule 4.06(c) Validity and Enforceability of Material Contracts Schedule 4.07(a)(i) Owned Real Property Schedule 4.07(a)(ii) Real Property Liens and Exceptions to Title Schedule 4.07(a)(viii) Pending Conditions or Obligations Schedule 4.07(b)(i) Material Non-Real Estate Assets Schedule 1.2 Excluded 4.07(b)(ii) Material Non-Real Estate Assets Liens Schedule 4.07(b)(iii) Major Maintenance and Repair Records for Material Non-Real Estate Assets Schedule 2.2 Assumed 4.08(a) Material Benefit Plans Schedule 4.08(b) Material Employment Practices and Arrangements Schedule 4.09(a) Labor and Employment Matters Schedule 4.09(b) Major Independent Contractors Schedule 4.10 Environmental Matters Schedule 4.11(i) Insurance Policies Schedule 4.11(ii) Insurance Claims Schedule 4.12(a) Tax Returns Schedule 4.12(b) Tax Claims and Liens Schedule 4.12(c) Tax Liabilities Schedule 2.6 Allocation 4.13(a) Intellectual Property Schedule 4.13(b) Material Licenses Schedule 4.18 Liabilities Schedule 4.19 Change in Circumstance Schedule 5.03(c) Purchaser Governmental Approvals Schedule 5.09 Purchaser Knowledge of Consideration Breach Schedule 2.11 Listed Percentages 6.02(a) Conduct of Business Pending Closing Schedule 3.4 Consents of Shareholders 6.06(c) Interim Period Permits Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock of the Sellers and the Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and 6.12 Support Obligations Schedule 4.18 Receivables 6.13 Terminated Services and Contracts Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 6.14 Post-Closing Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 Certain Terms of License Schedule 7.17 Termination of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET Coverage PURCHASE AND SALE AGREEMENT This Asset Purchase and Sale Agreement is entered into (this “Agreement”), dated as of April 302, 2001 2010 (the “Execution Date”), is made and entered into by and among XXXXXXX SPAS USACalpine Development Holdings, INC.Inc., a Florida Delaware corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA“Blue Spruce Seller”) and Riverside Energy Center, LLC, a Pennsylvania Wisconsin limited liability company ("Birmingham")“Rocky Mountain Seller”, 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham Blue Spruce Seller, each a “Seller” and 57th Street, the "Spa collectively “Sellers"”), and individuallyPublic Service Company of Colorado, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania Colorado corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"“Purchaser”), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania (the "Trust") and the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.

Schedules. RHP Schedules ------------- Schedule 1.1 Purchased Assets Schedule 1.2 Excluded Assets Schedule 2.2 Assumed Liabilities Schedule 2.6 Allocation of Consideration Schedule 2.11 Listed Percentages 3.3 Corporate Minutes Schedule 3.4 Consents Qualifications to Do Business Schedule 3.5 Capitalization of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification Schedule 4.5 Consents of Seller Parties Schedule 4.9 No Subsidiaries Schedule 4.10 Capital Stock 3.6 Ownership of the Sellers RHP Partnership Interests Schedule 3.7 RHP Assets and the Liabilities; Subsidiaries and Other Affiliates Schedule 3.8 Equity Ownership of Subsidiaries Schedule 3.9(a) Authority Schedule 3.10 Company Schedule 4.11 Predecessor Status Schedule 4.12 Related Party Schedule 4.13 Litigation Schedule 4.15 Compliance With Laws Schedule 4.16(d) Environmental Matters (Operations and Activities) Schedule 4.16(f) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 3.11 Undisclosed Liabilities Schedule 3.12 Absence of Certain Changes Schedule 3.13(a) Assets Schedule 3.13(a)(i) Permitted Encumbrances Schedule 3.14 Real Property Schedule 3.15 Intellectual Property Schedule 3.17 Software Schedule 3.18(a) Tax Matters Schedule 3.18(b) Threatened or Pending Tax Claims Schedule 3.18(c) Tax Returns Schedule 3.18(e) States for Tax Returns Schedule 3.18(g) Waivers or Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment 3.18(h) Tax Rulings or Agreements Schedule 7.11 3.18(i) Consolidated Tax Returns Schedule 3.18(k) Joint Venture/Partnership Agreements Schedule 3.18(l) Accounting Method Adjustments Schedule 3.19 Litigation Schedule 3.22 Insurance Schedule 3.24 Employee Benefit Plan(s) Schedule 3.25 Compliance with Environmental Laws Schedule 3.26 Bank and Brokerage Accounts Schedule 3.27(a) Contracts Schedule 3.27(b) Validity of Contracts Schedule 3.29 Broker's, Finder's or Other Transaction Fees QuadraMed Schedules ------------------- Schedule 5.2 Capitalization Schedule 5.6 Absence of Certain Terms Changes Schedule 5.7 Absence of License Schedule 7.17 Termination Undisclosed Liabilities ACQUISITION AGREEMENT AND PLAN OF MERGER This Acquisition Agreement and Plan of Employees Schedule 15.12 Build Out Expenses EXECUTION COPY ASSET PURCHASE AGREEMENT This Asset Purchase Agreement Merger is entered into as of April 30December 29, 2001 1997, by and among XXXXXXX SPAS USA, INC.QuadraMed Corporation, a Florida Delaware corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("BirminghamQuadraMed"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company RH Acquisition Co. ("57th StreetSub A"), GH DAY SPAS, INC., a Pennsylvania corporation ) and the holder of all of the Capital Stock of 00xx Xxxxxx FA Acquisition Co. ("GHDSSub B" and together with Birmingham and 57th StreetSub A, the "Spa SellersMerger Subs") on the one hand, and individuallyResource Health Partners, L.P., a Delaware limited partnership ("Spa SellerRHP"), GH DAY SPA SECOND STREETResource Holdings, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC.Ltd., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGHResource Holdings") and the holder of all of the Capital Stock of GreenhouseFRA Acquisition Inc., THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared under the laws of the State of Pennsylvania a Delaware corporation (the "TrustFRA") and on the holder of all of the Capital Stock of GHDS, Birmingham and Second Street (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreementhand.

Schedules. Schedule 1.1 Acquired Company Schedule 1.2(b) Purchased Assets Equipment Schedule 1.2 1.2(e) Debtor Contracts Schedule 1.2(f) Non-Debtor Contracts Schedule 1.2(g) Purchased Intellectual Property Schedule 1.2(m) Transferred JVs Schedule 1.3(c) Excluded Assets Intellectual Property Schedule 2.2 Assumed 1.3(f) Excluded Assets, Real Property Leases and Contracts of Debtor Sellers Schedule 1.3(g) Excluded Assets, Real Property Leases and Contracts of Non-Debtor Sellers Schedule 1.3(n) Purchased Intercompany Receivables, Payables, Loans and Investments Schedule 1.3(o) Excluded Notes Receivable Schedule 1.3(q) Excluded Claims and Causes of Action Schedule 1.6(a) Excluded Debt and Other Liabilities Schedule 2.6 1.6(f) Certain Intercompany Receivables, Payables, Loans and Investments Schedule 2.3(a) Net Working Capital Schedule 2.3(b) Closing Statement of Net Assets Basis Schedule 2.5(a) Allocation of Initial Consideration Schedule 2.11 Listed Percentages 2.5(b) Revised Allocation of Initial Consideration Schedule 3.4 3.3(c) Business Transfer Jurisdictions Schedule 3.3(h) Resignations of Officers and Directors Schedule 4.2(a) Capital Structure of Purchased Companies Schedule 4.2(b) Equity Holders of Transferred JVs Schedule 4.4 Consents of Shareholders Schedule 4.1 Organization Schedule 4.2 Qualification and Approvals Schedule 4.5 Consents of Seller Parties Non-Contravention Schedule 4.7 Financial Statements Schedule 4.7(a) Financial Statement Exceptions to GAAP Schedule 4.8 Accounts Receivable Reserves Schedule 4.9 No Subsidiaries Acquired Inventory Schedule 4.10 Capital Stock of the Sellers and the Company Tax Matters Schedule 4.11 Predecessor Status 4.10(g) Tax Deficiencies Schedule 4.12 Related Party 4.11(a) Real Property Schedule 4.13 Litigation 4.11(b) ARC Real Property Schedule 4.11(d) Owned Real Property Title Exceptions Schedule 4.11(f) Real Property Exceptions Schedule 4.13(a) Acquired Intellectual Property Schedule 4.13(b) IP Consents Schedule 4.13(c) IP Legal Proceedings Schedule 4.13(d) IP licenses, etc. Schedule 4.13(e)(i) Inbound Licenses Schedule 4.13(e)(ii) Outbound Licenses Schedule 4.13(g) IP Exceptions Schedule 4.14(a) Material Business Contracts Schedule 4.14(c) Material Business Contract Exceptions xi Schedule 4.14(d) Material Business Contract Breaches Schedule 4.15 Compliance With Laws Major Customers and Suppliers Schedule 4.16(a) Seller Employee Benefit Plans Schedule 4.16(d) Environmental Certain Assumed Benefit Plan Matters (Operations and ActivitiesSchedule 4.16(g) Multiemployer Plans Schedule 4.16(f4.16(h) Environmental Matters (Assessments and Audits) Schedule 4.17 Liabilities and Obligations Schedule 4.18 Receivables Schedule 4.19 Real Properties Schedule 4.19(h) Service Contracts SCHEDULES (continued) Schedule 4.20(a) Capital Leases Schedule 4.21 Proprietary Rights Schedule 4.23 Commitments Schedule 4.25 Insurance Schedule 4.26(a) Employee Matters (Employees; Compensation) Schedule 4.26(c) Employee Matters (Employee Benefit Plans) Schedule 4.26(e) Employee Matters (Pension Plans) Schedule 4.28 Absence of Changes Schedule 4.29 Bank Relationships; Power of Attorney Schedule 4.30 Accreditations Schedule 4.32 Liens Schedule 4.33 Financial Statements Schedule 5.4 Consents Schedule 7.10 Certain Terms of Xxxxxxx Employment Agreements Schedule 7.11 4.17(a) Collective Bargaining Agreements Schedule 4.17(b) Certain Terms Employees and Consultants Schedule 4.17(c) Certain Labor Matters Schedule 4.17(d) Strikes, Stoppages, etc. Schedule 4.17(g) Works Councils and Labor Organizations Schedule 4.18(a) Legal Proceedings Schedule 4.18(b) Orders Schedule 4.19(c) Permits Schedule 4.20 Environmental Matters Schedule 4.21(a) Ownership of License Assets Schedule 7.17 Termination 4.22 Insurance Schedule 6.2 Certain Matters Relating to the Conduct of Business Schedule 7.2 Cure Costs Schedule 7.7 Guarantees Schedule 8.3 Governmental Approvals Schedule 8.6 Seller Consents Schedule 9.3 Regulatory Approvals Schedule 9.6 Purchaser Consents Schedule 10.3 Assumed Benefit Plans Schedule 15.3 Acquired Company Employees Schedule 15.12 Build Out Expenses EXECUTION COPY 15.4 Acquired Company Intellectual Property Schedule 15.8 Acquired Equipment Schedule 15.25 Asset Selling Affiliates Schedule 15.32 Assumed Retention Agreements Schedule 15.45 Business Employees Schedule 15.74 Designated Affiliates Schedule 15.115 Knowledge Schedule 15.141 Owned Real Property Schedule 15.172 Real Property Leases Schedule 15.179 Retention Agreements Schedule 15.195 Share Selling Affiliates STOCK AND ASSET PURCHASE AGREEMENT This Asset Purchase Agreement is entered into STOCK AND ASSET PURCHASE AGREEMENT, dated as of April 30December 1, 2001 2006 (this “Agreement”), by and among XXXXXXX SPAS USA, INC.between MXXXX GmbH, a Florida corporation ("Buyer" as modified pursuant to Section 1.4), BIRMINGHAM DAY SPA, LLC, a Pennsylvania limited liability company ("Birmingham"), 00xx XXXXXX DAY SPA, LLC, a New York limited liability company ("57th Street"), GH DAY SPAS, INC., a Pennsylvania corporation and the holder of all of the Capital Stock of 00xx Xxxxxx ("GHDS" and together with Birmingham and 57th Street, the "Spa Sellers", and individually, a "Spa Seller"), GH DAY SPA SECOND STREET, LLC, a Pennsylvania limited liability company ("Second Street" and together with the Spa Sellers, the "Operational Sellers", and individually, an "Operational Seller") THE GREENHOUSE SPA, INC., a Pennsylvania corporation ("Greenhouse"and together with the Operational Sellers, the "Sellers", and individually, a "Seller"), TGH, LLC, a Pennsylvania limited liability company ("TGH") and the holder of all of the Capital Stock of Greenhouse, THE STUART XXXXXXX XXXXXXX TRUST u/d/t dated October 9th, 1990, an irrevocable trust declared organized under the laws of the State Federal Republic of Pennsylvania Germany (“Purchaser”), and Dxxx Corporation, a corporation organized under the "Trust") and the holder of all laws of the Capital Stock Commonwealth of GHDS, Birmingham and Second Street Virginia (each of the Trust, GHDS and TGH are sometimes referred to herein, individually, and as the "Shareholders" and, individually, a "Shareholder"“Seller”), XXXXXX XXXXXXX, a resident of the State of Pennsylvania and trustee of the Trust (the "Trustee"), XXXXX XXXXXXX, a resident of the State of Pennsylvania, and XXXXXX XXXXXXX, a resident of the State of Pennsylvania and the sole beneficiary of the Trust (the "Beneficiary"). The Sellers, the Shareholders, the Trustee, the Beneficiary and Xxxxx Xxxxxxx are sometimes referred to herein, individually, as "Seller Parties" and, individually, a "Seller Party". Certain other capitalized terms used herein are defined in Article XII and throughout this Agreement.