Assets of Bicycle Dealers Business

Sale of substantially all of assets of the Niner, Inc., which include:

• The Assets and Tangible Property described in Schedule 2.1(a) on the attached PDF; 
• The Leased Real Property described in Schedule 2.1(b) on the attached PDF; 
• The Assigned Contracts described in Schedule 2.1(c) on the attached PDF; 
• The Permits described in Schedule 2.1(d) on the attached PDF; 
• The Intellectual Property set forth on Schedule 2.1(e) on the attached PDF; 
• The Eligible Invcntoiy set forth in Schedule 2.1(f) on the attached PDF:
• Originals, or where not available, copies, of all Books and Records relating to the Business other than those set forth in Section 2.2 on the attached PDF;
• All of the rights of Seller under warranties, indemnities, and all similar rights against third parties the extent related to the Business to the extent assignable;
• Deposits, prepaids, retainers and similar amounts paid to vendors in connection with the Business relating to or arising in connection with any of the Assigned Contracts; and
• All Claims to the extent related to the Purchased Assets described in this Section 2.1 or the Assumed Liabilities, but specifically excluding all Claims arising under chapter 5 of the Bankruptcy Code (i) against counterparties who are party to (or Affiliates of a party to) any Assigned Contract, (ii) otherwise arising under or related to the Purchased Assets, or (iii) against Buyer (or Buyer's Affiliates); provided, that the Debtor shall retain the right to assert any such Claims as a defense or objection to proofs of claim asserted against the Debtor or its bankruptcy estate in the Chapter 11 Case.

The Sale Assets are more particularly described on the attached PDF.