All Assets of Software Company for Sale

Sale of substantially all Assets of Game2Mobile, Inc. and Tarsin, Inc., except Excluded Assets. Tarsin developed a cross-platform mobile application for Stations called “SportsConnection” capable of being used on all smartphone systems. The Sale assets are Describe as below:
a. All Technology used or held for use in the operation of the Business and all Intellectual Property Rights therein, thereto or embodied thereby;
b. All right, title and interest in and to the CAPSA Platform, including all Intellectual Property Rights therein, thereto or embodied thereby;
c. All of G2M’s rights and interests in and to the TEL License;
d. All accounts receivable related to the TEL License, including without limitation all accounts receivable owed by Station Casinos, LLC or Station Casinos, Inc. (“Station Casinos”);
e. All of Tarsin’s rights to collect accounts receivable or other amounts withheld by TEL including payments by Station Casinos that have been collected by TEL;
f. All Claims by the Seller's against TEL, including without limitation, Claims for retention of monthly licensing fees earned, and expense reimbursement;
g. All Intellectual Property Rights in, to, or embodied by any mobile gaming platform or mobile lottery platform;
h. All rights in connection with any of the Assigned Contracts with Station Casinos;
i. Annual license to Station Casinos for mobile gaming platform;
j. All specific proposals and responses to requests for proposals for the development of mobile lottery platforms previously proposed by Seller's and any work undertaken in furtherance thereof (the “RFPs”);
k. All works-in-process, inventories and other materials of the Seller's wherever located and including all inventory in transit or on order and not yet delivered, and all rights with respect to the processing and completion of any works-in-process of the Seller's, including the right to collect and receive charges for services performed by the Seller's with respect thereto;
l. All tangible personal property used primarily in the conduct of the Business, including equipment, computers, servers, monitors, routing equipment, spare parts, supplies, furniture, furnishings, fixtures, leasehold improvements, office materials and supplies, and other tangible property used by the Seller's in connection with the Business, and the Seller's’ interest as lessee in any leases with respect to any of the foregoing;
m. All of the Seller's’ right, title and interest in and to the Assigned Contracts;
n. All proprietary knowledge, trade secrets, rights to intellectual property, confidential information, client lists, customer lists, customer account information, databases, consumer data, computer software and licenses, formulae, designs and drawings, quality control data, processes (whether secret or not), methods, inventions and other similar know-how or rights used in the conduct of the Business, including the areas of marketing, advertising and personnel training and recruitment, together with all other intangible rights used in connection with the Business, including all files, manuals, documentation and source and object codes related thereto;
o. All utility, security and other deposits and prepaid expenses;
p. All of the Seller's’ assignable interest in all municipal, state, federal and foreign franchises, permits, licenses, agreements, waivers and authorizations of Governmental Authorities or otherwise, held or used by the Seller's primarily in connection with the Business (collectively, the “Permits”) and all cash deposits and prepaid expenses held by third parties and/or Governmental uthorities, save and except any that is an Excluded Contract;
q. All files, books of account, general, financial and Tax (other than income tax) records, personnel records of employees, invoices, supplier lists, correspondence, memoranda, plans and specifications, maintenance or service records, operating records, and other printed, written or electronic material and documents, records and files and any rights thereto owned, primarily associated with or primarily employed by the Seller's in the conduct of the Business;
r. The amount of, and all rights to any, insurance proceeds received by the Seller's after the date hereof in respect of the loss, destruction or condemnation of any Purchased Asset occurring before or after the Closing;
s. All current and prior insurance policies of the Seller's and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries;t. All goodwill associated with the Business or the Purchased Assets, including rights under any confidentiality agreements executed by any third party for the benefit of any of the Seller's to the extent relating to the Business;
u. All licenses, telephone numbers, customer lists, vendor lists, referral lists and contracts, advertising materials and data, restrictive covenants, choses in action and similar obligations owing to the Seller's from its present and former shareholders, officers, employees, agents and others, together with all books, operating data and records (including financial, accounting and credit records), files, papers, records and other data of the Seller's; and
v. All assets owned by the Seller's and located at 916 Southwood Blvd., Incline Village, NV 89451;
w. All assets owned by the Seller's (consisting of computer servers) and located at co-location service provider, QTS (Quality Technology Services), Sacramento, CA; x. Subject to Buyer’s entry into an agreement with CSRH acceptable to Buyer in Buyer’s sole discretion, all Claims against CSRH in respect of the CSRH Claims; and 
y. All other property and rights of every kind or nature used or held for use by the Seller's in the operation of the Business