Business Assets of Multiple Companies

Sale of assets of Quirky, Inc. Wink, Inc.; and Undercurrent Acquisition, LLC Which includes:
• All IP Assets used in the Wink Business as set forth more fully in the Wink Agreement, including Copyright Rights, Software, Trademark Rights, Patent Rights, Documentation, Trade Secret Rights, Domain Names, Web Sites, and other proprietary rights (each as defined in the Wink Agreement);
• Except as specifically excluded in the Wink Agreement, all claims, causes of action, rights of recovery and rights of setoff owned by Wink, including chapter 5 causes of action to the extent such claims are against ongoing suppliers, ongoing customers or ongoing employees of the Purchaser and all infringement claims related to the Business;
• All rights and privileges under Assumed Contracts;
• All vested rights and privileges of the Debtors under or relating to any contracts or leases related to the Business that are not capable of being assumed and/or assigned under Section 365 of the Bankruptcy Code;
• All Tangible Personal Property owned by Wink or owned by Quirky and directly related to and used solely for the Business; and
• All goodwill and other intangibles owned by Wink.
• The Wink Stalking Horse Bidder is also considering acquiring the Quirky lease for the customer service facility located in Schenectady, New York, and will acquire certain tangible property located at the Schenectady Facility. The Debtors and the Wink Stalking Horse Bidder reserve the right to negotiate to modify the lease or arrange alternative occupancy arrangements with the Schenectady landlord prior to closing;
• The Purchaser is acquiring tangible personal property located at Quirky's facility located at 601 West 28th Street in New York City, as specified in the Wink Agreement (the "NYC FF&E" and, collectively with the tangible personal property located at the Schenectady facility, the "Additional Purchased Assets". The Debtors may request to exclude certain specific items from the NYC FF&E and the Wink Stalking Horse Bidder agrees to consider any such request in good faith and the parties shall agree upon an adjustment to the Purchase Price for the Additional Purchased Assets for any such excluded items.