Assets of Endurance Lifestyle & Event Management Company

Sale of assets of the Tough Mudder Event Production Incorporated, including all of Seller’s right, title, and interest in and to the following assets:

• All Assumed Contracts;
• All Assumed Events;
• The Tough Mudder GmbH Receivable;
• The US Ticket Buyer Escrow and the US Ticket Buyer Escrow Proceeds;
• The UK/Germany Ticket Claims;
• All Intellectual Property, including but not limited to items set forth on Schedule 2.1.6, and any physical embodiments thereof, together with all claims, demands, income, damages, royalties, payments, accounts, and accounts receivable now or hereafter due and payable, and rights to causes of action and remedies, related to any of the foregoing, including without limitation, all proceeds to infringement suits, the right to sue and prosecute for past, present, and future infringement, misappropriation, or other violation of rights related to any of the foregoing (collectively, the “Intellectual Property Assets”);
• All tangible assets of Seller set forth on Schedule 2.1.7;
• The amount of, and all rights to any, insurance proceeds received by Seller after the date hereof in respect of (i) the loss, destruction, or condemnation of any Acquired Assets, occurring prior to, on or after the Closing or (ii) any Assumed Liabilities;
• Seller’s Records related to the Acquired Assets other than any Records that are privileged communications; provided, however, that upon reasonable written request from Buyer, Seller shall enter into a common interest agreement with respect to such privileged materials to the extent that Seller can do so without waiving privilege; provided, further, that the Seller may not sell, transfer, lease or use any privileged communications related to the Acquired Assets in a manner that adversely affects the Buyer’s interests in the Acquired Assets after the Closing;
• All rights of Seller under non-disclosure or confidentiality agreements with the Buyer and other third parties, and any intellectual property assignments, to the extent relating to the Acquired Assets (or any portion thereof), excluding, however, all rights of Seller under any such agreement entered into in connection with the Bankruptcy Case.

Assets for sale is more described on the attached PDF.