Assets of Retail Store Business

Sale of substantially all of the assets of Marbles Holdings, LLC., The Acquired Assets to be consist of substantially all of the seller intellectual property and such other assets that are central to their non-retail business, including the Debtors' intellectual and intangible property, such as trademarks, domain names, proprietary toys and games, and customer data; certain inventory; certain fixed assets in the Debtors' headquarters and leased warehouses; certain books and records; rights in executory contracts and unexpired leases; and other assets pertaining to the seller non-retail business, described as below:

• All intangible assets or intellectual property pertaining to the E- commcrce/ Wholesale Business, including, without limitation, to the extent assignable and transferable under applicable law (collectively, the "Intangible Assets"):
• All inventory held by Seller, and all inventory in transit to Seller, including, but not limited to, raw materials, work in process, finished goods, packing and shipping materials, supplies, promotional materials and service parts, which is to be sold to Buyer under this Agreement, and which shall not be sold by Seller prior to the Closing in the ordinary course of the Business, as listed on Exhibit D attached hereto and made a part hereof (collectively, the "Reserved Inventory");
• All of the Debtors' rights, title and interest in and to inventory on order, but not received by Seller as of the Closing for the E-CommerceAVholesale Business as listed on Exhibit E attached hereto and made a part hereof (collectively, the "On Order Inventory");
• All inventory of Seller, exclusive of Reserved Inventory and On Order Inventory, which at the time of Closing, is located in either the Leased Warehouse or the public warehouse used by Seller in connection with the E-Commerce/Wholesale Business, if any (collectively, the "Remaining Inventory");
• All furniture, fixtures, computers, office equipment, furnishings machinery, equipment, parts, accessories, signage, racking, displays, display equipment, shelving, storage equipment, conveyor equipment, telephone and fax equipment and systems, supplies and other tangible personal property located at the Headquarters and/or Leased Warehouse used in the operation of the Business, together with all unexpired warranties of manufacturers, vendors or other third parties, if any, including, without limitation, those items listed on Exhibit F attached hereto and made a part hereof (collectively, the "Fixed Assets"), subject only to the provisions concerning the use of the Fixed Assets at the Headquarters necessary for Seller to conclude the administration of the Chapter 11 Case, as more fully described in paragraph 17(b) below;
• All of Seller's right, title and interest in and to any and all other Assumed Contracts subject to the terms and conditions of paragraph 5 below;
• All transferable prepaid expenses and deposits arising in connection with the E-Commerce/Wholesale Business, including, without limitation, all security and vendor deposits, if any (collectively, the "Prepaid Assets"), and more particularly described in Page 44 to 47 on the attached PDF.