Assets of Solar Energy Equipment Manufacturing Company

Sale of assets of New York Light Energy, LLC and Light Energy Management II, LLC which includes:

1. all accounts receivable, rebates, refunds (whether related to Taxes or otherwise) and other receivables of the Sellers, other than those receivables described in Section 2.2(b);
2. all Inventories;
3. all deposits (including, with respect to the Acquired Assets, customer deposits and security deposits (whether maintained in escrow or otherwise) for rent, electricity, telephone or otherwise) and prepaid charges and expenses of the Sellers that relate to the Acquired Assets;
4. all Assigned Contracts and proceeds thereof, including but not limited to the proceeds received by Purchaser for the BETNR Project and the Titan Project, respectively, net of expenses as reasonably determined by the Seller in consultation with the Purchaser, pursuant to that certain Master Engineering, Procurement and Construction Agreement, dated as of November 20, 2014, by and between Light Energy Fund III, L.P. and Light Energy Installers, LLC (as amended and restated, the “Fund III EPC Contract”);
5. each of the BETNR Refund and the Titan Refund;
6. all membership, equity or partnership interests, as applicable (including general partnership and limited partnership ownership interests) in Light Energy Management, LLC, Light Energy Fund I, LP and Light Energy Fund III, L.P.;
7. all rights of the Sellers under each Real Property Lease included within the Assigned Contracts, in each case together with the Sellers’ interests in and to all improvements and fixtures and other appurtenances thereto, and the Sellers’ rights in respect thereof;
8. any real property owned by the Sellers, as disclosed on Schedule 2.1(h), and all improvements and fixtures and other appurtenances thereto;
9. the FF&E set forth on Schedule 2.1(i);
10. the New York Light Energy, LLC solar arrays set forth on Schedule 2.1(j);
11. all Intellectual Property, including but not limited to the name “U.S. Light Energy, LLC” and any Contracts associated with that name;
12. all Documents that are exclusively used in, or that arise exclusively out of, the Business, including but not limited to Documents relating to the BETNR Project and the Titan Project, respectively (such as insurance policies, permits, licenses, Eversource applications, documents with the Massachusetts Department of Energy Resources and documents relating to the Nepool GIS account), Documents relating to products, services, marketing, advertising, promotional materials, and all files, customer files, sales information and documents (including credit information), supplier lists, records, literature and correspondence, but excluding any Documents exclusively related to an Excluded Asset;
13. all Permits used by the Sellers exclusively in the Business to the extent assignable;
14. all miscellaneous office supplies; and
15. all goodwill and other intangible assets exclusively related to the Business and the Acquired Assets, including customer and supplier lists.