Assets of Wholesale Nursery Business

Sale of substantially all the assets of Euroamerican Propagators, LLC., described as below:

• All equipment and goods including but not limited to those listed in Exhibit A to this Agreement.
• All Intellectual Property: registered and unregistered trademarks, service marks, licenses, copyrights, patents and patent applications, including but not limited to those assets listed in Exhibit Bl and B2 to this Agreement.
• All other equipment and goods including but not limited to all greenhouses, plant tables, table tops, machinery (specifically including the Bllepot Machine, sticking line, pots, tags, chemicals, tools (including all hand tools and electronic scanners), plant trimmers, carts, labels, box erector and any other equipment used in the business, including all equipment used in the Euroamerican business or at the nursery facilities (operational and office equipment).
• The Seller interest in all contracts, contract rights and rights to payment, including all conditional sales contracts and equipment leases (other than accounts receivable and related deposit accounts).
• All office equipment, furniture, computers, servers, software, phones including but not limited to those items listed in Exhibit A to this Agreement.
• All roiling stock; including ali vehicles, trucks, tractors, forklifts, trailers and any other mechanical devices, including but not limited to those listed in Exhibit A to this Agreement.
• All customer lists; marketing materials; goodwill; licenses; royalty agreements; contract rights; purchase orders; propagation and testing agreements; equipment leases; and all other general intangibles, provided however that Buyer shall have no duties or liabilities under any equipment lease or other contract, unless Buyer expressly and specifically assumes such
• liabilities.
• All fertilizers, pesticides, laboratory chemicals, materials and ingredients.

The Assets are more particularly described in Page No. 19 to 24 on the attached PDF.