Assets of Utah Holding Company

Sale of assets of Sugarloaf Holdings, LLC which includes:

1. all real property of whatever kind or nature whatsoever owned or held by the Seller, including but not limited to real property owned in fee, leasehold interests, water rights, easements, mineral rights, rights of way, and all other real property, including, without limitation, all the property listed on Schedule 1.1(a) hereto but not including water right, no. 67-1752 (collectively, the “Purchased Real Property”);
2. all Tangible Personal Property owned by the Seller directly related to the operation of the Business, including without limitation, inventory, furniture, fixtures, equipment, supplies, and vehicles, to the extent in existence as of the Closing Date;
3. any interest of Seller under the Leases and any other Contracts of Seller that are described on Schedule 1.1(c) hereto (collectively, the “Purchased Contracts”);
4. to the extent transferable and assignable, all of the Seller’s interest in the Business Permits held by Seller, in each case to the extent transferable, Seller will transfer, assign, and convey to Purchaser such Business Permits in each instance only upon issuance of the requisite approvals from the relevant Governmental Body (collectively, the “Business Permits”);
5. the goodwill of the Business;
6. all customer and supplier lists, employee, and related lists and records, advertising and promotional materials, websites, and telephone numbers primarily or exclusively related to the Business; and
7. all other assets related to, associated with or used in the conduct of Business and/or the Purchased Assets excepting therefrom the Excluded Assets.