Electronic Components Manufacturing Company in Colorado

Sale of substantially all of assets of the Photo Stencil, LLC., including all right, title and interest in and to all of the assets, properties, business and rights of any and every kind owned by Seller, whether tangible or intangible, real or personal, including, without limitation, the following assets (but exclusive, in all cases, of the Excluded Assets) (all of the assets to be sold, assigned, transferred and delivered to Buyer hereunder, the "Acquired Assets"), described as below:

• All machinery, equipment, fixtures, furnishings, tenant improvements, storage racks, tools, dies and furniture and other similar items of personal property wherever located, including but not limited to the items listed on Schedule 2.1(a) (the "Fixed Assets") on the attached PDF.
• All Inventory wherever located;
• All computers, software and software licenses owned by the Company, and personal property related thereto wherever located;
• All rights existing under the Assumed Executory Contracts;
• All of Seller's rights, claims, credits, immunities, or rights of set-off against third parties (including former and present employees of Seller) relating to the Acquired Assets, including, without limitation, unliquidated rights under warranties, but only to the extent such rights may be used as defenses to payments but not as affirmative claims for recovery;
• All of Seller's Intellectual Property and Intellectual Property Licenses including, but not limited to, (i) all rights to use the name, "Photo Stencil", and (ii) the license to use the software required to operate the Orbotech Laser Direct Imaging system;
• All deposits and prepaid expenses except for security deposits or prepaid amounts attributable to insurance policies or Excluded Contracts;
• All Books and Records; and
• All manufacturers, vendors', and suppliers' warranties, to the extent assignable, with or without the consent of the manufacturer, vendor or supplier, as the case may be in respect of the Acquired Assets.

The Sale Assets are more described in "ASSET PURCHASE AGREEMENT" on the attached PDF.