Electrical Battery Manufacturing Company

Sale of substantially all of the assets of Aquion Energy, Inc. which includes:

• 1.1. Purchase and Sale of Assets. On the Closing Date, as hereinafter defined, in consideration of the covenants, representations and obligations of Buyer hereunder, and subject to the conditions hereinafter set forth, Seller shall sell, assign, transfer, Convey and deliver to Buyer, and Buyer shall purchase from Seder, all of the Seller's right, title and interest in and to those assets and properties used in connection with the operation of the Business, free and clear to the extent provided in the Approval Order (as defined in Section 8.1 below) of any liens or encumbrances, other than those liens or encumbrances permitted herein, including, without limitation, the following (collectively, excluding the Excluded Assets (as defined in Section 1.2 below), the "Property");
• 1.1.1. Assumed Leases and Contracts. Seller's right, title and interest in and to, (z) the lessee's interest under those equipment, personal property and intangible property leases, rental agreements, contracts, agreements and similar arrangements, if any, described on Schedule 1.1.1-(i) attached to this Agreement and incorporated herein by this reference (collectively, the "Leases"), and (ii) the contracts, leases, orders, purchase orders, licenses, contracts, agreements and similar arrangements described on Schedule 1.1.1-(ii) attached to this Agreement and incorporated herein by this reference (and together with the Leases, the "Assumed Leases and Contracts". 1.1.2. Personal Property. All of those items of equipment and tangible personal property owned by Seller and heretofore used in connection with the Business, including, without limitation, all such furniture, vehicles, machinery, equipment, tools, spare parts, computers, fixtures and furnishings and other items of tangible personal property listed or described in Schedule 1.1.2 attached to this Agreement and incorporated. herein by this reference (collectively, the "Personal Property"). As used herein, the Personal Property does not include the Inventory (as defined below}. The Personal Property shall also expressly exclude any equipment or other tangible property held by Seller pursuant to a lease, rental agreement, contract, license or similar arrangement (a "Contract") where Buyer does not wish to assume the underlying Contract relating to such personal property at the Closing.
• 1.1.3. Intangible Property. All intangible personal property owned or held by Seller to the extent heretofore used in connection with the Business, but in all cases only to the extent of Seller's interest and only to the extent transferable, together with all books, records and like items pertaining to the Business, the goodwill of the Business, patents, processes, trademarks, trade names, service marks, catalogues, customer lists and other customer data bases, correspondence with present or prospective customers and suppliers, advertising materials, software programs, and telephone exchange numbers identified with the Business and any right, title and interest of Seller in and to those items described on Schedule 1.1.3 attached hereto and incorporated herein by this reference (collectively, the "Intangible Property"). 11s used in this Agreement, Intangible Property shall in all events exclude (i) any materials containing privileged communications or information about employees, disclosure of which would violate an employee's reasonable expectation of privacy and any other materials which are subject to attorney-client or any other privilege under applicable law, and (ii) any software or other item of intangible property held by Seller pursuant to a license or other Contract where Buyer does not actually assume the underlying Contract relating to such intangible personal property at the Closing.
• 1.1.4. Governmental Permits. To the extent transferable and assignable, Seller's interest in all licenses, certificates of occupancy, permits, registrations, certificates of public convenience and necessity, approvals, licenses, easements, authorizations and operating rights issued ar granted by any governmental or similar authority having jurisdiction over the Business to the extent relating to the operation of the Business, including, without limitation, those described on Schedule 1.1.4 attached hereto and incorporated herein by this reference.
• 1.1.5. Inventory. All supplies, goods, materials, work in process, inventory and stock in trade owned and held by Seller for use in connection with the operation of the Business as of the Closing (as defined below) including the items listed or described in Schedule 1.1.5 attached to this Agreement and incorporated herein by this reference (collectively, the "Inventory").
• 1.1.6. Vendor Items. All promotional allowances and vendor rebates and similar items relating to the operation of the Business.
• 1.1.7. Claims, Etc. All claims, prepayments, warranties, guarantees, refunds, reimbursements, causes of action, rights of recovery, rights of set-off and rights of recoupment of every kind and nature relating to or arising in connection with the operation of the Business, other than any of the foregoing comprising part of or relating to Excluded Assets.