Assets of Chemical Manufacturing Company

Sale of assets of Earth First Recycling, LLC which includes:

1. all rights of Seller under the executory contracts and unexpired leases of Seller that are set forth on Schedule 2.1(a) not previously rejected pursuant to section 365 of the Bankruptcy Code (collectively, the "Assumed Contracts"); provided Purchaser may-advise Seller of any additions or deletions to Schedule 2.1 fa) within two (2) Business Days before the hearing at the Bankruptcy Court held in the Bankruptcy Case to approve the highest or best bid for the Purchased Assets (the "Approval Hearing");
2. all inventory set forth on Schedule 2.1 (b), including, but not limited to , and retail and wholesale inventory for sale or distribution of any kind;
3. any accounts receivable and all proceeds arising therefrom arising out of or in connection with the Business (collectively, the "Assumed A/R");
4. all tangible personal property whether located on Leased Real Property, other real property, in transit, or in the possession of any Person, including, but not limited to, all machinery, equipment, storage tanks and vessels, pumps, dispensers, displays, spare parts, signage, industry memorabilia, tools, vehicles, computers, mobile phones, personal digital assistants, computer equipment, hardware, peripherals, information technology infrastructure, telephone systems, furniture, fixtures, furnishings, office supplies, production, supplies, other miscellaneous supplies and other tangible personal property of any kind, including, but not limited to, the tangible personal property set forth on Schedule 2.1(d);
5. all Permits set forth on Schedule 2.1(e) to the extent the; same may be assigned consistent with their terms;
6. all Intellectual Property Sights, including the items set forth on Schedule 2.1(f) provided tot Purchaser may advise Seller of any additions or dektionsto Schedule: 2.1(g), within two (2) Business Days before the Approval Hearing;
7. all cars, trucks, trailers, forklifts, other industrial vehicles, other motor vehicles, and boats and waisrcrats whether powered or uapowered, set forth oa Schedule 2.1(g), and any personal property located on or within such, vehicles, boats and watercrafts;
8. all deposit or prepaid charges and expenses paid exclusively in conasctjos with or relating exclusively to any Purchased Asset;
9. all books, records, tiles and papers of Seller relating to the Business or the Purchased Assets, including equipment logs, service books and records, operating guides and manuals, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records (all in the state in which such records and Herniation currently exist), provided that Seller shaS be entitled to access such books, records, files, computer systems, and papers with reasonable notice; and
10. all goodwill directly arising from, related to or resulting from the Business.