Assets of Data Center Solutions and Fully Managed Services Business

Sale of substantially all of assets of the Virtual Citadel, Inc. and VC Mining Enterprises, Inc., including all of such Seller’s right, title, and interest in, to, and under the following assets, properties, and rights of such Seller, to the extent that such assets, properties, and rights exist as of the Closing Date (collectively, the “Acquired Assets”):

• Subject to Section 6.8, all Inventory owned by such Seller as of the Closing, including all rights of such Seller to receive such Inventory, supplies and materials which are on order as of such date;
• All Receivables owned by such Seller as of the Closing (collectively, the “Acquired Receivables”);
• All Assigned Contracts owned by such Seller set forth on Schedule 2.1(c);
• All Intellectual Property Assets other than that set forth on Schedule 2.2(d);
• All furniture, fixtures, equipment, supplies, and other tangible personal property of the Business owned by such Seller, other than those listed on Schedule 2.1(e);
• All Owned Real Property described on Schedule 2.1(f);
• All Permits, listed on Schedule 2.1(g), but only to the extent such Permits may be transferred under applicable Law;
• All IT Assets, other than those IT Assets set forth on Schedule 2.1(h);
• All Business Prepaid Items owned by such Seller to the extent related to an Acquired Asset or an Assumed Liability;
• All signage and marketing materials relating to the Business owned by such Seller;
• All insurance benefits, including claims, rights and proceeds owned by such Seller (or to which such Seller is entitled) and arising from or related to the Business, the Acquired Assets, or the Assumed Liabilities, except for those insurance benefits arising from credit insurance and claims arising thereunder for accounts or notes receivable of the Business;
• All Books and Records of such Seller, to the extent not excluded by Section 2.2(f);
• All client lists, customer lists, supplier lists, vendor lists, mailing lists, and other data related to the Business and owned by such Seller, including service and warranty records, customer data and transaction history, operating guides and manuals, studies, and correspondence (electronic or otherwise);
• All Rights of Action of such Seller other than the Retained Rights of Action; and
• All goodwill of such Seller generated by or associated with the Business.