School and Child Day Care Services Business in Texas

Sale of substantially all of assets of the SALDAP, LLC d/b/a Prime Montessori f/d/b/a Joyous Montessori. The seller operates a school (the “Business”) providing infant care, after-school and summer programs, and early childhood education based on the Montessori philosophy. The seller also owns the real property located at 6800 Bountiful Grove, McKinney, Texas (the “Property”) out of which the Business operates. The sale assets including all right, title and interest of Seller in and to the following:

• All that certain lot, piece or parcel of land located at 6800 Bountiful Grove, McKinney, Texas containing approximately 1.21 acres, as more particularly bounded and described in Exhibit A attached hereto and incorporated by reference herein (the “Land”) (If the legal description of the Land or Property is not complete or accurate as of the Effective Date, this Agreement shall not be invalid, but rather the legal description shall be completed or corrected by the Title Company during Closing to meet applicable requirements);
• All buildings and improvements located on the Land and all of Seller's right, title and interest in and to any and all fixtures attached thereto, including without limitation an approximately 12,423 square foot building presently located on the Land (collectively, the “Improvements”; and, the Land and Improvements, collectively, the “Real Property”);
• All rights, warranties, guarantees, utility contracts, entitlements, approvals (governmental or otherwise), permits, licenses, certificates of occupancy, surveys, plans and specifications, trademarks or tradenames, copyrights, and any agreements, covenants or indemnifications that Seller received from a third-party, including any prior owner, and relating to the Real Property, appurtenances or operation of the Improvements (other than those agreements that are to be canceled prior to closing pursuant to Section 6.01(d));
• All rights appurtenant to the Land, if any, including without limitation, any strips and gores abutting the Land, and any land lying in the bed of any street, road or avenue in front of, or adjoining the Land, to the center line thereof;
• All other rights, privileges, easements, licenses, appurtenances and hereditaments relating to the Property; and
• Any personal property located on and affixed to the Land or the Improvements of the Real Property, including without limitation distribution systems, conduits, telephone systems, heating, ventilating and air conditioning equipment, fire sprinkler systems, security and fire detection systems, carpets, window coverings, wall coverings, building control systems or access systems (including computers that control such systems) playground equipment or structures, fencing, gating and other similar items.