Electronic Products Remanufacturing Business in California

Sale of substantially all of assets of the Technology Solutions & Services, Inc, including all of Seller’s rights, title and interest in and to all of the properties, rights, contracts, interests, claims and other assets of any nature whatsoever of Seller, wherever located, whether tangible or intangible, arising out of, relating to or used in connection with the Business as of the Closing Date, other than the Excluded Assets (collectively, the “Purchased Assets”). The Purchased Assets include the properties, rights, contracts, interests, claims and other assets of Seller described as follows:

• All of the tangible personal property owned by Seller and used by Seller in or necessary for the operation of Business, including the equipment, furniture, fixtures, machinery, vehicles, office furnishings, and leasehold improvements set forth on Schedule 1.1(a);
• All of Seller’s rights, to the extent assignable or transferable, to all Business Permits;
• All of Seller’s interest in and to all personal property leases arising out of, relating to or used in connection with the Business, including any prepaid expenses and any security or other deposit; provided, that Buyer under Section 1.3 (i) has designated such lease as a Purchased Contract (in which case such lease shall be deemed a Purchased Asset) or (ii) has requested that Seller assume, assign and sell such lease to Buyer (in which case such lease shall be deemed a Purchased Asset), in each case as set forth in Section 1.3(a) and Section 1.3(b);
• All of Seller’s interest in and to all contracts and agreements (including purchase orders) arising out of, relating to or used in connection with the Business; provided, that Buyer under Section 1.3 (i) has designated such contract or agreement as a Purchased Contract (in which case such lease shall be deemed a Purchased Asset) or (ii) has requested that Seller assume, assign and sell such contract or agreement to Buyer (in which case such contract or agreement shall be deemed a Purchased Asset), in each case as set forth in Section 1.3(a) and Section 1.3(b);
• All inventory, wherever located, arising out of, relating to or used in connection with the Business, including all raw materials, spare parts, and all other materials and supplies to be used or consumed in the production of finished goods and finished goods inventory;
• All billed and unbilled accounts receivable due and payable to Seller by HP or any Affiliate of HP, including all trade accounts receivable, notes receivable from HP, and all other obligations from HP, and any security, claim, remedy, or other right related to any of the foregoing (collectively, the “Purchased Accounts Receivable”);
• All documents, records, correspondence, work papers and other documents relating to the Purchased Accounts Receivable or otherwise arising out of, relating to or used in connection with the Business;
• Without limiting the generality of Section 1.1(c) above, all prepaid expenses, refunds, rebates, credits or payments due, and all utilities or other deposits, including deposits with third parties, arising out of or related to the Business or any of the Purchased Assets;
• Seller’s (i) website(s) (together with the content therein) and internet domain name registrations, (ii) trademarks and service marks, including all common law rights, state, federal, and/or foreign applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing, (iii) copyrights, including all applications and registrations, and works of authorship, whether or not copyrightable, (iv) trade secrets and confidential know-how, (v) patents and patent applications, and (f) other intellectual property and industrial property rights and assets, and all rights, interests, and protections, whether statutory or under common law, that are associated with, similar to, or required for the exercise of, any of the foregoing;
• The telephone and facsimile numbers used with respect to the operation of the Business;
• All rights to receive and retain mail and other communications relating to the Purchased Assets, the Assumed Contracts and, to the extent not covered by the foregoing, the Business,
• All service vans, trucks, tractors, trailers and other vehicles owned by Seller, and repair and replacement parts therefor, of Seller, all of which are listed on Schedule 1.1(l);
• All account, product, merchant or wholesaler codes, designations or similar identification of Seller assigned by any retailer;
• All of Seller’s rights under claims, warranties, indemnities, guarantees, refunds, causes of action, rights of recovery, rights of set-off, and rights of recoupment of every kind and nature with respect to the Purchased Assets;
• All of Seller’s rights and interests in inventory of advertising, sales and customer materials, forms, labels, promotional materials, manuals and supplies used in the operation of the Business;
• All of Seller’s rights and interests in books, records, files, documents, computer programs, computer records, data and proprietary information relating to the Purchased Assets including Seller’s accounting and financial books and records, except that Seller shall be provided reasonable access to such books and records and other documents as necessary to fulfill its duties as general assignee and may make copies of such books and records and documents for such purpose; provided, that all such materials shall be kept confidential and subject to the confidentiality obligations set forth in Section 6.2(c) hereof;
• All of Seller’s rights under claims, warranties, indemnities, deposits, guarantees, refunds, causes of action, rights of recovery, rights of set-off, and rights of recoupment of every kind and nature with respect to the Purchased Assets;
• All rights in or to the name “Technology Solutions & Services, Inc.”; (s) all rights to bring or assert any preference claim, action, or other proceeding against the vendors of Seller identified on Schedule 1.1(s), which such schedule shall be prepared and delivered by Buyer to Seller no later than one (1) business day prior to the Closing Date; and
• All goodwill and going concern value associated with the Business.