Commercial Real Estate Services Business in Missouri

Sale of substantially all of assets of the Xceligent, Inc, which includes:

• The Spaceful Application (including any and all existing and prior versions of the Spaceful Application) and any and all software code (including any and all object code, source code, interpreted code, executable code, and machine-readable code) therein or therefor, and any and all updates, corrections, enhancements, revisions, improvements and modifications in and to any of the foregoing, and all related documentation, developer notes, records, comments and annotations (collectively, the “Spaceful Code Assets”), in each case cleansed of all: (a) data, including property data (if any), (b) Personal Information, and (c) images (if any), including any of the foregoing items (a)-(c) previously imported or uploaded by any users, clients, licensees or licensors of the Spaceful Application; and 
• Any and all intellectual property rights in and to (or related to) the Spaceful Code Assets described above, including, but not limited to: (a) any and all domain names, including Bespaceful.com, Propertytourpro.com, and Spfl.be; and (b) any and all trademarks, service marks, and other source identifiers and all goodwill associated each of the foregoing, including U.S. trademark registration numbers 5,456,292 and 5,397,408; (c) any and all copyrights, including in both published and unpublished works and related rights, including rights in manuals and other documentation; (d) rights and powers to assert, defend and recover title to any of the foregoing; and (e) rights to assert, defend, sue, and recover damages for any past, present and future infringement, misuse, misappropriation, impairment, unauthorized use or other violation of any rights in or to any of the foregoing, in each case (a) through (e) above, whether registered or unregistered (collectively, the “Spaceful IP Assets” and, together with the Spaceful Code Assets, the “Spaceful Assets”).