Assets of Bending, Coiling and Fabrication Services Business

Sale of assets of Bendco, Inc. ("Bendco") and 801 Houston Ave Property LLC ("801") (collectively, the "Sellers") including all of Seller's rights, title and interest in the following property (the "Assets"):

• Inventory and Customer-Owned Property: (i) Inventories. All inventories (including raw materials, work-in-progress, and finished goods) and supplies of Bendco, including any such items held at the Real Property and excluding any customer-owned property held by Bendco (collectively, the "Inventory"); (ii) Customer-Owned Property- All customer-owned property held by Bendco in accordance with the Purchase Orders, to the extent of Bendco's rights thereto ("Customer-Owned Property"); the Customer-Owned Property as of the date of this Agreement is set forth on Schedule 1.1(a)(ii), which schedule will be updated by Bendco weekly by Friday morning at 11:30 a.m. (Houston Time) and on the Closing Date;
• Customer Prepayments and Covered Receivables: All prepayments, deposits, advances and the like by Customers with respect to sales, services, or other transactions as to which delivery or performance has been folly completed as of the Closing Date under Final Purchase Orders (the "Customer Prepayments") and any accounts receivable, notes receivable, and other rights of payment whether or not the underlying sales, services or other transactions have been fully performed as of the Closing Date (the "Covered Receivables"), a list of which Customer Prepayments and Covered Receivables as of the date hereof (assuming the Closing Date occurred on such date) is attached as Schedule 1.1 (b) and will be updated by Bendco weekly by Friday morning at 11:30 a.m. (Houston Time) (assuming the Closing Date occurred on such date) and on the Closing Date;
• Prepaid Items; Deposits; Cash: (i) All prepaid items and expenses of Bendco, and all security deposits held by third parties for the benefit of Bendco or 801, (ii) the amounts held in escrow in account #____by the Vincent Serafino Law Firm with Texas Citizens Bank (the "Ad Valorem Trust Account") and (iii) all cash on hand or in bank accounts and other cash items and cash equivalents, certificates of deposit and short-term investments, less unpaid payroll and operating expenses for the current period;
• Machinery. Equipment, and Other Personal Property. All physical assets, machinery, equipment, presses, motor vehicles, racking, molds, forms, dies and tooling, spare parts, furniture, fixtures, office equipment and supplies, packing materials, computer hardware and software, photocopiers, facsimile machines, and other tangible personal property of every kind and description owned, leased, or licensed by Bendco except only for the Excluded Equipment (the "Equipment"), together with any express or implied warranty by the manufacturers or Bendco or lessors of any item or component part thereof and all maintenance records and other documents relating thereto, including, without limitation, the assets listed on Schedule 1.1 (d);
• Real Property: All parcels of real estate, and the improvements thereon, used by Bendco to operate the Business, including the parcels of real property described on Schedule 1.1(e), together with all of the buildings, structures, warehouses, fixtures, and other improvements erected or located thereon, together with all leaseholds, privileges, rights, easements, rights-of-way, licenses, permits, hereditaments, appurtenances and related rights and privileges of every nature appurtenant thereto, and all other leasehold interests and estates in real property owned, leased, or licensed by Bendco or 801, together with all of the buildings, structures, warehouses, fixtures, and other improvements erected or located thereon, and all leaseholds, privileges, rights, easements, rights-of-way, licenses, permits, hereditaments, appurtenances and related rights and privileges of every nature appurtenant thereto (collectively, the "Real Property");
• Intellectual Property: All of Bendco's rights and goodwill in and to all trademarks, service marks, copyrights, copyright registrations, patents, patent registrations, trade names, slogans, logos, industrial models, methodologies, computer software, technical information, drawings and designs, know-how, show-how, and trade secrets, and other intangible rights, including any applications therefor and licenses with respect thereto, whether or not subject to statutory registration or protection, including all of Bendco's rights and goodwill in and to the name "Bendco" and any derivations thereof (collectively, the "Intellectual Property");
• Permits: Licenses, and Authorizations. All governmental permits, licenses, and authorizations held by Bendco or 801, including those listed on Schedule 3.6, to the extent the same may be transferred to Buyer;
• Claims: (i) All rights, claims, credits or causes of action against third parties, except as provided in Section 1.2(b), (ii) any right or claim of 801 against Bendco; and (iii) all rights of Bendco with respect to each employee loan, all claims and actions of either Seller arising under Sections 544, 547, 548, 549, and 550 of the Bankruptcy Code against their current or former directors, partners, managers, members, stockholders, officers, insiders or Affiliates, and all other all claims, indemnities, causes of action, rights of recovery, rights of set-off and rights of recoupment of every kind and nature (whether or not known or unknown or contingent or non-contingent) against their current or former directors, partners, managers, members, stockholders, officers, insiders or Affiliates, excluding any claims against Mr. John Tharp, GPM Check Cashing, Ltd, and G&A Partners and (iii) any and all claims for refunds, rebates, credits, claims and entitlements related to Taxes paid or attributable to a taxable period (or portion thereof) ending prior to the Closing Date (collectively, "Claims");
• Insurance: All insurance benefits, including all rights and proceeds, arising from or relating to the Acquired Assets or the Assumed Liabilities prior to the Effective Time, to the extent the same may be transferred to Buyer;
• Contracts: Bendco's rights under the written Contracts consisting of the following (collectively, the "Assumed Contracts");
• Files and Records: All files, records, books of account, general, financial, and accounting records, invoices, computer programs, tapes, electronic data (including relating to customers, sales history, inventory, accounts receivable, vendors, employees and accounts payable), processing software, customer, supplier, and vendor lists and records, studies and reports, advertising and sales material, test records, personnel and payroll records, correspondence, and all other records that pertain directly to or are used in connection with the Business. Sellers will have the right to access the foregoing to the extent provided in Section 6,1.;
• Guarantees: All guarantees, warranties, indemnities, and similar rights in favor of Bendco or 801 with respect to the Business or any of the Acquired Assets, including the Real Property; and
• Goodwill: All of Bendco's goodwill in, and the going concern value of, the Business.