Assets of Ironing Board Manufacturing Business

Sale of assets of Home Products International, Inc. (“HPI”) and Home Products International-North America, Inc. (“HPI-NA”), (collectively, the “Sellers”), which includes:

• The parcel(s) of land owned by Seller commonly known as 201 South Jackson Park Drive, Seymour Indiana, as legally described on Schedule 1.1(a) attached hereto and made a part hereof, and all improvements thereon, including without limitation, the buildings, all HVAC and other mechanical systems and attached equipment, fixtures, and improvements associated therewith, and all paved areas, lighting, landscaping and other exterior improvements, as well as any all of the rights and appurtenances, improvements, including all right, title, and interest of Seller in and to adjacent streets, easements and rights-of-way (the “Jackson Park Drive Facility”);
• The parcel(s) of land owned by Seller commonly known as 885 North Chestnut Street, Seymour Indiana, as legally described on Schedule 1.1(b) attached hereto and made a part hereof, and all improvements thereon, including without limitation, the buildings, all HVAC and other mechanical systems and attached equipment, fixtures, and improvements associated therewith, and all paved areas, lighting, landscaping and other exterior improvements, as well as any all of the rights and appurtenances, improvements, including all right, title, and interest of Seller in and to adjacent streets, easements and rights-of-way (the “Chestnut Street Facility”);
• The parcel(s) of land owned by Seller commonly known as 110 West 9th Street, Seymour Indiana, as legally described on Schedule 1.1(c) attached hereto and made a part hereof, and all improvements thereon, including without limitation, the buildings, all HVAC and other mechanical systems and attached equipment, fixtures, and improvements associated therewith, and all paved areas, lighting, landscaping and other exterior improvements, as well as any all of the rights and appurtenances, improvements, including all right, title, and interest of Seller in and to adjacent streets, easements and rights-of-way (the “Ninth Street Facility”);
• The parcel(s) of land owned by Seller commonly known as 400 South Airport Road, Seymour Indiana, as legally described on Schedule 1.1(d) attached hereto and made a part hereof, and all improvements thereon, including without limitation, the buildings, all HVAC and other mechanical systems and attached equipment, fixtures, and improvements associated therewith, and all paved areas, lighting, landscaping and other exterior improvements, as well as any all of the rights and appurtenances, improvements, including all right, title, and interest of Seller in and to adjacent streets, easements and rights-of-way (the “Airport Road Facility”);
• The machinery, equipment, and tools (as listed on Schedule 1.1(e) of the Asset Purchase Agreement), as well as the finished and unfinished inventory, raw materials, goods and supplies (as generally listed in summary format on Schedule 1.1(e), located at the Jackson Park Drive Facility, the Chestnut Street Facility, the Ninth Street Facility, and the Airport Road Facility;
• All customer lists, contract rights (to the maximum extent assignable without the consent of the applicable counterparty or causing a default in respect of such contract), patents ((as listed on Schedule 1.1(f)), patent applications, licenses (to the maximum extent assignable without the consent of the applicable licensor or causing a default in respect of such license), know-how, technology, computer equipment and computer hardware used for the Business (and located at the Jackson Park Drive Facility, the Chestnut Street Facility, the Ninth Street Facility, or the Airport Road Facility), access to the paper and electronic records (or copies thereof) associated with the Business, computer software used in the Business ((but not previously sold to i2Poly (as defined herein)), restrictive agreements or trade secret agreements related to the Business, designs, plans, specifications, drawings, trade secrets and related property interests, all trade and brand names, registered (if any) and unregistered, trademarks ((as listed on Schedule 1.1(f))and copyrights which are owned by, licensed to or specifically used by Seller for the Business (except as set forth in the Excluded Assets), all goodwill of Seller’s Business (with the understanding that Seller can retain and use copies of the customer lists solely for the purpose of complying with its obligations as a debtor-in-possession and pursuant to the Bankruptcy Code);
• All books and records relating to the Acquired Assets or the Business (with the understanding that Seller can retain and use copies of the books and records solely for the purpose of complying with its obligations as a debtor-in-possession and pursuant to the Bankruptcy Code);
• All other property (tangible and intangible), assets and information necessary or used to conduct the Business; and
• All pre-paid expenses (including, without limitation, any insurance refunds, rebates, deposits, or pre-payments) customer deposits (including, without limitation, any refunds, rebates, deposits, or prepayments, but excluding any utility deposits as set forth in Section 1.2), and trade or vendor deposits related to the Business, together with any causes of action related to any of the foregoing, to the extent said claims have not been previously sold or liquidated as of the Execution Date of this Agreement.