Texas Manufacturing Company

Sale of substantially all of the assets of the Blue Matrix Labs, LLC (“Blue Matrix”), Hydro Toys, LLC (“Hydro Toys”), Paradise Beverage, LLC (“Paradise Beverage”), Paradise Beverage Logistics, LLC (“Paradise Logistics”), and Shags, LLC, decribe as below:

1. all cash and cash equivalents, security and like deposits, securities instruments and other investments and all bank accounts
2. all trade and other notes and accounts receivable, advance payments, deposits (including deposits on inventory), prepaid items and expenses, deferred charges, rights of offset and credits and claims for refund;
3. all fixed assets and other personal property and interests therein, wherever located, including all vehicles, tools, parts and supplies, fuel, machinery, equipment, furniture, furnishing, appliances, fixtures, office equipment and supplies, owned and licensed computer hardware and software and related documentation (including any source code or systems documentation associated therewith), stored data, communication equipment, trade fixtures and leasehold improvements;
4. all rights, remedies and benefits of Sellers arising under or relating to any of the Acquired Assets or the Assumed Liabilities, including rights, remedies and benefits arising out of express or implied warranties from manufacturers or suppliers of equipment or inventory and all claims and causes of action arising therefrom
5. all non disclosure agreements previously signed with prospective buyers for the Sellers’ assets and business
6. all information, files, records, correspondence, data, plans, and recorded knowledge, including customer and supplier lists, relating to the Acquired Assets and the Sellers’ Business;
7. telephone, email addresses, and fax numbers;
8. all goodwill, choses in action, causes of action, judgments, actions, claims and rights of any kind as against others (whether by contract or otherwise) relating to any of the Acquired Assets (including the assigned Intellectual Property) or the Assumed Liabilities;
9. originals of manuals, documents, correspondence, sales and credit reports, customer lists, literature, brochures, advertising or promotional material and the like;
10. all Intellectual Property owned (in whole or part) by the Sellers, together with all registrations and applications for the foregoing, all common law rights in the foregoing, all rights of action arising from the foregoing, including all claims for damages by reason of infringement of the foregoing and all present, past and future rights to sue and collect damages or seek injunctive relief for any such infringement;
11. any Permits to the extent their transfer is permitted by applicable Law;
12. all of Sellers’ books and records pertaining primarily to Sellers’ Business, including all books of account
13. all of the Sellers’ rights to receive refunds, payments or overpayments, clawbacks or other amounts
14. all of the Sellers’ rights to receive any Tax refunds, rebates or credits, if any
15. all insurance policies and benefits, including insurance rights and proceeds and including any accounts receivable credit insurance policy, rights and proceeds