Assets of Foils Manufacturing Facility Business

Sale of assets of API Americas Inc., including all right, title and interest of Seller in, to and under the following assets, properties, rights, contracts and claims of Seller, whether tangible or intangible, real, personal or mixed, that are owned or leased by Seller (collectively, the "Purchased Assets"):

• All raw materials, packaging materials, work-in-process inventories and finished goods inventories of the Foils Business (“Inventory”) as of 11:59 p.m. Eastern Time (“Effective Time”) on the closing of the transactions contemplated under the Purchase Agreement (“Closing”) is effectuated (“Closing Date”). The parties understand and agree that API Americas will continue to use Inventory in the ordinary course prior to the Closing in order to complete outstanding production orders;
• All machinery, equipment, fixtures, furnishings, spare parts and other items of tangible personal property that are used by API Americas, Inc. in the operation of the Foils Business and located at the parcel of real property that is owned by API Americas, Inc. as legally described on Exhibit A to the Purchase Agreement, with an address of 3841Greenway Circle, Lawrence, Kansas (“Lawrence Real Property”), as of the Effective Time;
• The Lawrence Real Property;
• All books, records, files, data, reports, plans, sales and promotional materials, catalogs and data brochures relating to the operation of the Foils Business or the ownership of the Purchased Assets, other than (i) books, records and such other materials that Seller is required by law to retain (copies of which, to the extent permitted by applicable law, will be made available to Purchaser at its sole expense upon reasonable request) and (ii) minute books and other corporate records of API Americas, as well as any intellectual property developed by API Americas and used in the Foils Business;
• All permits held and used by API Americas primarily in connection with the operation of the Lawrence Real Property and production (in each case, to the extent transfer is permitted by applicable law); and
• All rights of Seller under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors to the extent relating primarily to the Foils Business or the Purchased Assets.

Assets for sale is more described on the attached PDF.