Assets of Solar Equipment Manufacturing Company

Sale of assets of GT Advanced Technologies, Inc. which includes:

• all fixed assets (including machinery and equipment), tooling, building improvements, furniture, fixtures and office equipment, motor vehicles and computer and lab equipment located in Santa Rosa, California and/or used in the Business (the “Equipment”);
• all useable, saleable, and marketable inventory of finished products and work in progress for products, together with all useable, saleable, and marketable raw materials, prepaid parts and materials, spare parts, supplies, and advertising, promotional and packaging materials that are used in the Business (the “Inventory”);
• all accounts receivable of Seller relating to the Business, which accounts receivable as of May 2, 2015;
• all prepaid expenses of the Seller, including prepaid rent, which prepaid expenses as of May 2, 2015;
• all designs, drawings, specifications, bills of materials and vendor lists used or useable in the Business and all intellectual property and assets related to the SPS, DCS systems, Hot Press systems and any other industrial furnace system offered for sale by Seller;
• to the extent authorized by the Bankruptcy Court to be assigned, or assumed and assigned, by Seller to Buyer, the contracts and leases used in the Business (the “Acquired Contracts”);
• all, trademarks and domain names related to the Business;
• all customer lists relating to the Business;
• all of the know-how and goodwill of the Business, including, without limitation, the exclusive right for Buyer to hold itself out as the owner of the Business; and
• if Seller is unable to deliver the Working Capital Certificate on account of the Acquired Working Capital as of the Closing being less than the amount, at the election of Seller, an amount of cash such that the working capital of the Business as of the Closing equals the amount.