Assets of California Talent Agency

Sale of assets of Relativity Media, LLC which includes:

1. all deposits (including customer deposits and security deposits for rent, electricity, telephone or otherwise) and prepaid charges and expenses of Sellers to the extent related to the Business, in each case to the extent utilizable by Purchaser as of or after the Closing (“Deposits”), other than Chapter 11 Deposits;
2. the Equipment;
3. accounts receivable to the extent related to the Business;
4. the Purchased Intellectual Property;
5. (A) the Purchased Contracts set forth on Schedule 2.1(b)(v); (B) all of Sellers’ rights under the Assumed Contracts set forth on Schedule 2.1(b)(v) (subject to the treatment for Assumed Contracts provided for in Section 2.6) and (C) the Designation Right Contracts assumed by Purchaser in accordance with Section 2.7(c)(ii);
6. all Documents, including Documents relating to products, services, marketing, advertising, promotional materials, personnel files for Transferred Employees and all files, customer files and documents (including credit information), supplier lists, records, literature and correspondence, but excluding any Documents exclusively related to an Excluded Asset; provided, however, that Sellers may retain copies of all Documents;
7. all Permits used or held for use by Sellers in the Business to the extent assignable;
8. all goodwill and other intangible assets associated with the Business, including goodwill associated with the Purchased Intellectual Property;
9. all rights under or arising out of all insurance policies relating to the Business or the Purchased Assets, unless non-assignable as a matter of Law;
10. all films, development projects and other assets related thereto of Sellers used or held for use in the Business, including any listed on Schedule 2.1(b)(x);
11. all assets of Sellers designated as Purchased Assets on Schedule 2.1(b)(xi); and
12. all causes of action related to the Purchased Assets (including avoidance actions, solely to the extent such avoidance actions are against vendors listed on Schedule 2.1(b)(xii)).