Assets of Georgia Telecommunications Business

Sale of assets of GigaMonster Networks, LLC

1. All of the Purchased Contracts and Purchased Assets (collectively, the “Specified Assets”);
2. all sales orders, customer orders, open bids, warranties, prepaid expenses, deposits, retentions and refunds to the extent directly associated with the Specified Assets;
3. to the extent transferrable and assignable, all Permits to the extent directly associated with the Specified Assets, including (for the avoidance of doubt) all right, title and interest in any internet protocol (“IP”) addresses (i) related to any Specified Assets or the operations related thereto, (ii) not associated with any contract between any Seller and their respective customers and (iii) that are not otherwise purchased from the Sellers in connection with the sale of an Excluded Contract with which such IP address is associated with via an Auction (or a separate sale of assets outside of an Auction prior to Closing), in each case which are registered in the name of any Seller and/or under the ARIN numbers set forth on Exhibit 1.1(c) to the Stalking Horse Agreement; for the avoidance of doubt, Section 1.1(c) of the Stalking Horse Agreement shall not include any IP Addresses for which the IP Address Adjustment amount is utilized by Purchaser;
4. all of Sellers’ data and information (whether in paper or electronic format or any other medium) including all books and records, technical data, financial, accounting and operating data, tax, marketing, sales and promotional data, advertising material, credit information, costs and price information to the extent directly associated with the Specified Assets; provided, that the Sellers shall be permitted to (i) redact or remove any such materials solely to the extent necessary to comply with applicable Legal Requirements relating to employee privacy or privacy of personal information, and (ii) withhold communications (whether written or oral) between any of the Sellers and their legal counsel and other materials prepared by Sellers’ counsel (except to the extent such other materials were shared with other parties resulting in a waiver of a legally recognized privilege) (including, without limitation, attorney-client, attorney-client work product and similar privileges (collectively, “Privileged Matter”)). Purchaser hereby acknowledges and agrees that (x) any transfer, conveyance, disclosure, or delivery (including on any servers or other equipment included in the Assets) of any Privileged Matter is entirely inadvertent and unintentional and shall neither be construed as, nor constitute, a waiver, modification, limitation, or impairment of the privileged or protected nature of such Privileged Matter, and (y) any Privileged Matter inadvertently held by the Purchaser shall, at the request of Seller, promptly be transferred and returned to Seller;
5. all claims, causes of action and rights of the Sellers (including all Included Avoidance Actions) against any natural person or corporation or other entity, whether matured or unmatured, direct or indirect, known or unknown or absolute or contingent to the extent directly associated with the Specified Assets;
6. all goodwill to the extent directly associated with the Specified Assets;
7. all accounts receivable to the extent directly associated with the Specified Assets;
8. (1) the following agreements between a Seller entity and Direcpath, LLC: (i) Dealer Service Agreement, dated as of May 31, 2019, by and between GigaMonster Networks, LLC (f/k/a GigaSphere International LLC) and Direcpath, LLC (ii) Support Center Services Agreement, dated as of January 1, 2017, by and between the GigaMonster, LLC and Direcpath, LLC, (iii) Master Services Agreement, dated as of May 31, 2019, by and between GigaMonster Networks, LLC (f/k/a GigaSphere International LLC) and Direcpath, LLC and (iv) Services Agreement, dated as of May 31, 2019, by and between GigaMonster Networks, LLC (f/k/a GigaSphere International LLC) and Direcpath, LLC as amended and (2) all rights, claims and causes of action arising thereunder, including the right to any accounts receivable or other amounts owed to any Seller or Affiliate thereof pursuant to any such agreements; provided further, that all such contracts between any Seller and Direcpath identified above shall be deemed “Purchased Contracts” for purposes of this Agreement, whether or not such contracts are listed on Appendix A, provided (I) that any transfer of Assets relating to Direcpath shall be governed by the terms of the DP Settlement (defined below) if entered and approved by the Bankruptcy Court on terms reasonably acceptable to Purchaser, (ii) subject to the terms of the DP Settlement, if any, the Sellers shall use commercially reasonable efforts to ensure that any “ROE” agreements assigned by DirecPath pursuant to a DP Settlement agreement that relate to the properties serviced by or pursuant to the Assets shall be assigned to the Purchaser and shall constitute “Purchased Contracts” and “Assets” hereunder and (iii) if the DP Settlement is entered into and approved by the Bankruptcy Court, then, notwithstanding anything to the foregoing, the Purchaser may remove the assets listed in Section 1.1(h)(1)-(2) of the Stalking Horse Agreement, and such assets will no longer be deemed Assets or Purchased Contracts, effective immediately upon written notice to the Sellers; provided further that in no event shall the failure to enter into and obtain approval of the DP Settlement, in and of itself, have any effect on the Purchaser’s obligations to proceed with the Closing (subject to the terms and conditions of this Agreement) other than in respect of the application of the DP Adjustment Amount provided below; provided that, in all events, the terms of Section 1.1(h) of the Stalking Horse Agreement will be subject to the terms of the DP Settlement agreement, if any; and,
9. all Avoidance Actions, but solely to the extent the same relate to the Specified Assets, Assumed Liabilities, or any contract or business relationship between the Sellers and Purchaser or any of Purchaser’s affiliates (including, without limitation, the Prior Transaction Agreement) (collectively, the “Included Avoidance Actions”).