Technology Company Business in New York for Auction

Auction Sale of Substantially all the assets of Human Condition Safety Inc. The Company develops, markets and sells innovative virtual reality and internet based technology products designed to improve workplace safety for clients in the construction industry and other hazardous industries, including developing virtual reality and internet based software programs with wearable sensors to remotely monitor and assess workers’ safety conditions and to administer training helping workers learn to properly and safely perform their job duties.

The Sale assets are includes:

(i) all (whether ordered, prepaid, in transit or on the premises) inventory, supplies, work-in-process, finished goods, materials an stock in trade used in or held for sale or license in the Business (as defined herein), which also includes all inventory purchase orders, work-in-process and unpaid for finished goods or services in the possession of Seller and/or any third parties, including, without limitation, the items set forth on Schedule 1.1

(ii) all uncollected accounts receivable of the Business, including all recoverable customer deposits, as of the date of the Auction as identified on Schedule 1.1

(iii) all personal property used or held for use in the Business, including, without limitation, the machinery, equipment, trucks, vans, supplies, pallet racks, office furniture, copiers, fax machines, telephone systems, computers and computer software, fixtures and other tangible property used or held for use in the Business including any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other Person

(iv) all owned intellectual property rights and licensed intellectual property rights, including those set forth on Schedule 1.1

(v) all licenses, permits, registrations, variances, interim permits, permit applications, certificates, approvals or other authorizations under any regulation applicable to the Business that relate to the Business (the “Permits”) and that are transferable under applicable law.