Assets of Pipe and Tubing Equipment Business

Sale of Assets of The Vellano Corporation., certain of the assets, properties and business of Seller of every kind and description, real, personal and mixed, tangible and intangible, wherever located and including without limitation the following:

• All items of Seller's inventory of water pipe and fittings, sewer and drainage pipe, valves, tubing, meters, tools, parts and equipment, products and accessories, located in New England and New York State, exclusive of damaged, defective, rusted or obsolete goods, which items shall be valued in accordance with Section 1.3 hereof (collectively, the "Inventory"). For purposes hereof, "obsolete" goods shall mean any goods which have not been sold by Seller within the 24-month period immediately prior to the Closing Date;
• The specific trucks and other motor vehicles owned by Seller and listed on Exhibit A attached hereto and made a part hereof (the "Vehicles");
• The specific machinery, equipment, furniture, fixtures, office supplies, office equipment, warehouse racking, warehouse equipment, fabrication equipment and other assets of Seller listed on Exhibit A attached hereto and made a part hereof (the "Equipment" and, together with the Vehicles, the "Fixed Assets");
• All of Seller's rights under existing equipment leases, motor vehicle leases and executory contracts, including contracts with manufacturers, suppliers and vendors, customer orders and purchase orders, and under any licenses or permits;
• Originals and all copies of all of Seller's sales records, customer lists, correspondence with customers, customer files and account histories, sales literature and promotional material, necessary or useful in the operation of Seller's business; and
• Originals and all copies of all manufacturer and product records, product lists, correspondence with manufacturers, manufacturer files and account histories, product literature and promotional material, drawings, technical sales files and related purchase orders, necessary or useful in the operation of Seller's business.

The Sale Assets are more described in Exhibit "A" from Page 19-54 on the attached PDF.