Assets of Digital Advertising Management Solutions Business

Sale of assets of the following Sellers: Sizmek DSP, Inc.; X Plus Two Solutions, LLC; X Plus One Solutions, Inc.; Wireless Developer, Inc.; and Wireless Artist LLC (the “Sellers”). The sale assets including all of each Seller’s right and title to and interest in and to the assets, properties, and rights (contractual or otherwise) owned by such Seller, in each case, which primarily relate to, or are primarily used or held for use, in connection with the Sellers’ business of internet advertising and related managed services under the demand side platform and the data management platform, and more described as below:

• The equipment, machinery or other tangible personal property, specifically listed or described in Schedule 2.1(a) hereto and any warranty rights or claims associated therewith;
• Subject to the timing and process contemplated by the Sale Order, the contracts, agreements, contract rights, leases of real property, leases of equipment, machinery or other tangible personal property license agreements, customer contracts, purchase and sales orders (if any), financial instruments, royalty agreements, third party guaranties, indemnifications, arrangements and understandings, whether oral or written, to which any Seller is a party (whether or not legally bound thereby) and which relate to the Purchased Assets and the operation of the Business, specifically listed or described in Schedule 2.1(b) hereto as such schedule may be amended pursuant to Section 2.3(c) below (the “Assumed Contracts”), it being understood that Purchaser shall be solely responsible for any “cure payments” required to be made under Section 365 of the Bankruptcy Code in connection with any assumption and assignment of an Assumed Contract to Purchaser;
• The permits specifically listed or described in Schedule 2.1(c) transferable to Purchaser pursuant to their terms and in accordance with applicable Laws;
• All intellectual property and intellectual property rights which primarily relate to, or are primarily used or held for use, in connection with, the Business (the “Intellectual Property”), including the Intellectual Property listed or described in Schedule 2.1(d) hereto;
• The prepaid items and or expenses specifically listed or described in Schedule 2.1(e) hereto;
• The books and records including customer or client lists, files, documentation, records and the related documentation related to the Purchased Assets or Assumed Liabilities other than those described in Section 2.2(g);
• All claims, indemnities, warranties, guarantees, refunds, 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) related to the Purchased Assets or the Assumed Liabilities (other than those (i) on insurance policies of any Seller, or (ii) claims otherwise prosecutable by the chapter 11 estate for the benefit of unsecured creditors, as more fully described in Section 2.2(f) below);
• Subject to Section 3.3, all Accounts Receivable payable to Sellers by customers of the Business;
• The deposits and prepayments held by third parties pursuant to any Assumed Contract; and
• Other than the Excluded Assets, each Seller’s right, title and interest in and to all other assets, whether real or personal, tangible or intangible, which primarily relate to, or are primarily used or held for use in connection with the operation of the Business.