Assets of Food Manufacturer Business

Sale of substantially all of the assets of PURE FOODS, INC, described as below:

• All of Seller's right, title and interest in trademarks, trade names, service marks, recipes, formulas, copyrights, methods, processes and know-how relating to the Pure Foods Business, whether owned, used or licensed by Seller, including those trademarks and trade names acquired by or assigned to Seller from Seller's parent company, Pure Foods Corp., a Canadian corporation ("PFC") and the goodwill of the Pure Foods Business as a going concern including, without limitation, the Trademarks set forth on Schedule 1.3 which will be assigned by PFC to Seller and the domain names set forth on Schedule 1.4 which will be assigned to Seller by PFC (collectively the "Intangible Rights11); provided, however, that the Purchased Assets shall not include the Excluded Assets or the goodwill associated with the Excluded Assets.
• The name "Pure Foods", "Pure Foods, Inc." and any logos or marks associated therewith.
• To the extent assignable, all consents, approvals, licenses, permits, franchises nd/or authorizations, including certificates of occupancy (hereinafter referred to as "Governmental Authorizations"), granted by any public or governmental entity, department, bureau, commission, agency and similar bodies or authority (collectively, the "Governmental Agencies") in connection with the operation of the Pure Foods Business, the Kingsport Lease and the Real Property;
• All utility, security and other deposits and prepaid items related to the Pure Foods Business and the Kingsport Lease, subject to any setoff rights that may be asserted against them;
• The real property and improvements located at 1400 Newton Street, Bristol, Virginia, more particularly described in Schedule 1.2 herein, and more particularly described in Page No 15 to 16 on the attached PDF.