Diamond and Jewelry Business in New York

Sale of substantially all of assets of the A. Jaffe, Inc., which includes:

• Transferred Accounts Receivable: All of seller's accounts receivable that are in existence as of the Closing Date, other than the Excluded Receivables (the "Transferred Accounts Receivable");
• Transferred Inventory: All of seller's Inventory, other than the Excluded Inventory, that is in existence as of the Closing Date (including (i) all Inventory returned to and received by seller prior to the Closing Date and (ii) all Inventory purchased by seller after the Petition Date which remains unsold as of the Closing Date), in each case wherever located and as set forth on Schedule 2.01(b) (collectively the "Transferred Inventory");
• Customer Information: All of Debtor's customer accounts, lists and records, including related sales order files, prefix codes, DUNS, vendor, style and stock keeping unit numbers ("Customer Information");
• Intellectual Property: All of seller's Intellectual Property as of Closing Date, other than Excluded Intellectual Property, including all rights in and to the name "A. Jaffe", all patents, patent applications, registered or common law trademarks and service marks, trademark and service mark applications, registered copyrights and copyright applications, trade names, domain names and URLs owned by seller, routings and bills of materials ("Transferred Intellectual Property"); and
• Other Transferred Assets: The following other assets related to the Business: (i) all sales and promotional literature related to the Business; (ii) all labels, packaging materials and displays associated with the Business; (iii) all goodwill and intangibles associated with the Business; (iv) all credit insurance and Claims for credit insurance, and any avoidance Claims pursuant to Chapter 5 of the Bankruptcy Code, or other Claims, if any, related to the Transferred Assets and against any obligor under any Transferred Accounts Receivable, any Person holding Memo Inventory or any customer of the Business, as applicable (collectively, the "Assigned Claims"); (v) the contracts and agreements referenced on Schedule 2.01(e) (the "Assigned Contracts"); (vi) any and all security interests, liens and related filings (including rights under UCC financing statements and notices sent to consignees' secured creditors) relating to all Memo Inventory; (vii) any and all prepaid expenses and deposits related to the Transferred Assets and Assigned Contracts; and (viii) copies of any Books and Records related to the Transferred Assets (collectively the "Other Transferred Assets").