Assets of Flexible Workspace Provider Business

Sale of substantially all of assets of Knotel, Inc., et al (collectively, the “Sellers”), include all right, title, and interest in and to the following:

• All of the equity interests that any Seller owns in the Subsidiaries set forth on Schedule 2.01(a) (collectively, the “Acquired Subsidiaries”); provided, however, if Buyer elects to exclude any entity listed on Schedule 2.01(a) as an Acquired Subsidiary, then (i) Buyer shall have the right to designate such entity as a Seller hereunder, and (ii) such entity shall execute this document by signing a joinder hereto and be designated as a Seller hereunder;
• All of Sellers’ Cash and Cash Equivalents;
• All accounts or notes receivable held by each Seller, and any security, claim, remedy or other right related to any of the foregoing (“Accounts Receivable”), including all intercompany receivables, notes, rights and claims from any Acquired Subsidiary and payable or in favor of a Seller;
• Subject to Section 2.05(a), to the extent assignable pursuant to section 365 of the Bankruptcy Code or as otherwise provided in the Bidding Procedures Order, (i) all Leases listed on Schedule 2.01(d) (as amended from time to time in accordance with Section 2.05, the “Assigned Leases”), (ii) all Intellectual Property Agreements listed on Schedule 2.01(d) (as amended from time to time in accordance with Section 2.05, the “Assigned IP Agreements”), and (iii) all other Contracts listed on Schedule 2.01(d) (as amended from time to time in accordance with Section 2.05, the “Other Assigned Contracts,” and, together with the Assigned Leases and the Assigned IP Agreements, the “Assigned Contracts”);
• All Intellectual Property Assets;
• All furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property of Sellers (the “Tangible Personal Property”);
• All leasehold interests in the Leased Real Property listed on Schedule 2.01(g) (as amended from time to time in accordance with Section 2.05, the “Assigned Leased Real Property”), including any security deposits or other deposits delivered in connection therewith;
• All Permits, including Environmental Permits, listed on Schedule 2.01(h) (as amended from time to time in accordance with Section 2.07, the “Assigned Permits”);
• All cash deposits of clients or customers held by Sellers as security for receivables or obligations;
• All deposits of Sellers as security for rent, electricity, telephone, bonds, or other sureties or otherwise (except for retainers held by any professional in the Chapter 11 Cases), and prepaid charges and expenses, including all prepaid rent and all prepaid charges, expenses, and rent under any personal property leases;
• All of Sellers’ bank accounts and any lock boxes to which account debtors of any Seller remit payment relating to the Business, the Assumed Liabilities, or the Purchased Assets;
• All telephone numbers, fax numbers, and email addresses of Sellers and the right to receive mail and other communications addressed to the Sellers;
• All rights and obligations under non-disclosure, confidentiality, non-competition, non-solicitation, and similar arrangements with (or for the benefit of) former or current employees and agents of Sellers or with third parties (including any non-disclosure, confidentiality agreements, or similar arrangements entered into in connection with or in contemplation of the filing of the Chapter 11 Cases and the Auction contemplated by the Bidding Procedures, the Bidding Procedures Motion and the Bidding Procedures Order);
• All personnel files for Transferred Employees except as prohibited by Law;
• All Assumed Plans, if any, together with any funding arrangements relating thereto and all rights and obligations thereunder;
• All rights and obligations under or arising out of all Insurance Policies relating to the Business or any of the Purchased Assets or Assumed Liabilities;
• All demands, allowances, prepaid expenses, deposits and refunds, express or implied guarantees, warranties, representations, covenants, indemnities, rights, claims, counterclaims, defenses, credits, causes of action or rights of set off against third parties relating to the Purchased Assets (including, for the avoidance of doubt, those arising under, or otherwise relating to the Assigned Contracts), the Assumed Liabilities or the Business, including rights under vendors’ and manufacturers’ warranties, indemnities, guaranties and avoidance claims and causes of action under the Bankruptcy Code or applicable Law that are possessed by any Seller;
• Other than any claims or causes of action for indemnification, all claims or causes of action of any nature under any provision of the Bankruptcy Code or applicable Law, relating to the Business, the Purchased Assets, and/or Assumed Liabilities (including, for the avoidance of doubt, any avoidance claims or causes of action under chapter 5 of the Bankruptcy Code or applicable law (the “Avoidance Actions”));
• Any claim, right, or interest of Sellers in or to any refund, rebate, credit, abatement, or recovery for Taxes together with any interest due thereon or penalty rebate arising therefrom;
• All prepaid Taxes and Tax credits of Sellers;
• Originals, or where not available, copies, of all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, Tax Returns filed by Sellers relating to the Business, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”);
• All other or additional assets, properties, privileges, rights (including prepaid expenses) and interests of Sellers relating to the Business, the Purchased Assets, or the Assumed Liabilities (other than any Excluded Assets or any Excluded Liabilities) of every kind and description and wherever located, whether known or unknown, fixed or unfixed, accrued, absolute, contingent or otherwise, and whether or not specifically referred to in this Agreement; and
• All goodwill and the going concern value of the Business.