Assets of Foil Balloons Manufacturing Business

Sale of substantially all of assets of Anagram Holdings, LLC and its seller subsidiaries (collectively, the “Sellers”) which includes:

(i) Deposits and prepaid charges and expenses of the Sellers relating to the business (to the extent utilizable by Purchaser); (ii) avoidance actions related to the business; (iii) real property and rents arising from the lease thereof and all leasehold or possessory interest; (iv) UCC accounts, general intangibles, receivables, cash and cash equivalents (except for cash held in escrow for the purposes of payment of professional fees); (v) certain contracts; (vi) certain employee benefit plans; (vii) certain equipment and rights to warranties and licenses with respect to such equipment; (viii) accounts receivable; (ix) open purchase orders with customers; (x) inventory; (xi) transferable permits relating to the operation of the business; (xii) any other tangible or intangible assets of Sellers related to the operation of the Business; (xiii) causes of action against any landlords, lessors, vendors, service providers, customers, licensors or similar persons to the extent relating to the assets to be sold or liabilities to be assumed; (xiv) intellectual property and rights of action with respect to infringement thereof; (xv) certain documents, books and records; (xvi) all equity interests held by the Sellers of any direct or indirect foreign subsidiary; (xvii) all goodwill and other intangible assets associated with the business; (xviii) rights arising under certain insurance policies; (xix) certain rights under agreements with current or former employees, directors, consultants or independent contractors; and (xx) refunds, credits and rebates of taxes.