Aircraft and Heavy Equipment Repair Services Business in Kentucky

Sale of substantially all of assets of the S.T.A.P. Industries, Inc, including all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including but not limited to the following (but excluding the Excluded Assets):

• The Real Estate known as 461 and 465 Downes Terrace, Louisville, Kentucky;
• All Tangible Personal Property, including those items described in Schedule 2.1(b);
• All Inventories;
• All Assumed Executory Contracts, as defined in Section 3.20(a) below, and all outstanding offers or solicitations made by or to Seller to enter into any Contract;
• All Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 3.17(b);
• All data and records related to the operations of Seller, including client and customer lists and records, referral sources, research and development reports and records, production reports and records, service and warranty records, equipment logs, operating guides and manuals, financial and accounting records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records and, copies of all personnel records;
• All trademarks, trademark applications, service marks, service mark applications, copyrights, copyright applications, trade names (including the name "S.T.A.P. Industries, Incorporated" and any such derivative), trade dress, registered designs, unregistered design rights, Internet site locations or rights, trade secrets, client lists, processes, know-how, procedures, formulae and confidential information, phone numbers, and other intangibles used or useful in the operation of the Business and any and all goodwill associated therewith (collectively, the "Intangibles");
• All insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Effective Time, unless expended in accordance with this Agreement; and
• All claims of Seller against third parties relating to the Assets, whether choate or inchoate, known or unknown, contingent or noncontingent.