Outdoor and Shooting Sports Products Retail Business

Sale of substantially all the assets of AcuSport Corporation including:

1. all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts, and other inventories of the Business, regardless of value (and including, for the avoidance of doubt, inventory with zero value as set forth in Seller’s borrowing base certificate) (“Inventory”);
2. all Assigned Contracts set forth on Section 2.5 of the Disclosure Schedules;
3. all Intellectual Property Assets described on Section 2.1(c) of the Disclosure Schedules;
4. all furniture, fixtures, equipment, supplies, and other tangible personal property of the Business listed on Section 2.1(d) of the Disclosure Schedules (the “Tangible Personal Property”); provided, however, that Tangible Personal Property shall not include any furniture, fixtures, equipment, supplies, or other tangible personal property included within the RTG Assets;
5. all Owned Real Property and Leased Real Property described on Section 2.1(e) of the Disclosure Schedules;
6. all Permits, listed on Section 2.1(f) of the Disclosure Schedules, but only to the extent such Permits may be transferred under applicable Law;
7. all IT Assets, other than those IT Assets set forth in Section 2.1(g) of the Disclosure Schedules;
8. all credits, prepaid expenses, deferred charges, security deposits, prepaid items and duties to the extent related to a Purchased Asset or an Assumed Liability;
9. all signage and marketing materials relating to the Business;
10. all insurance benefits, including claims, rights and proceeds, arising from or related to the Business, the Purchased Assets, or the Assumed Liabilities, except for those insurance benefits arising from credit insurance and claims arising thereunder for accounts or notes receivable of the Business;
11. all Books and Records, to the extent not excluded by Section 2.2(e);
12. all client lists, customer lists, supplier lists, vendor lists, mailing lists, and other data related to the Business, including service and warranty records, customer data and transaction history, operating guides and manuals, studies, and correspondence (electronic or otherwise); and
13. all goodwill generated by or associated with the Business.