Assets of Software Development Business

Sale of substantially all of the assets of UNIVERSAL SOFTWARE CORPORATION., described as below:

• If Buyer shall assume the real property leases, the real property leases and subleases set forth on Schedule 2.1(a) and related leasehold improvements (the "Assumed Real Property Leases");
•  The executor)' contracts and leases of bankruptcy set forth on Schedule 2. Kb) (the "Assumed Contracts");
• If applicable, the equipment leases (the "Equipment Leases") set forth on Schedule 2.1(c) (the "Assumed Equipment Leases");
• If applicable, all of bankruptcy furniture, fixtures, equipment, supplies and other tangible personal property, together with all warranties, licenses, releases, service agreements and contractual commitments, if any, express or implied, existing for the benefit of bankruptcy in connection therewith (collectively, the "Acquired Equipment") set forth on Schedule 2.1(d) and specifically excluding any Excluded Equipment;
• All licenses, permits, franchises and other authorizations of any Governmental Authority relating to the Purchased Assets, and all pending applications therefor (collectively, the "Permits"), but specifically excluding any Excluded Permits (the "Acquired Permits"), to the full extent, if any, that such Acquired Permits are transferable or assignable under the Bankruptcy Code, and more particularly described in Page No 31 to 33 on the attached PDF.