Assets of Insurance Brokerage Services Business

Sale of substantially all of assets of Vesta Holdings, LLC and its affiliated sellers (collectively, the “Sellers”), including all of Sellers’ direct or indirect right, title and interest in, to and under the following:

• All inventory of any kind or nature, merchandise and goods related to the Business or Acquired Assets and maintained, held or stored by or for Sellers on the Closing Date, whether or not prepaid, and wherever located, held or owned, and any prepaid deposits for any of the same, including raw materials, components and other parts, work-in-process, finished goods or products, packaging materials and labels, and other stores, supplies, disposables and consumables used in, held for use in, or necessary for the operation of the Business, including any goods or products in transit (“Inventory”);
• All Equipment;
• All Assigned Contracts;
• All (i) Real Property (other than Leased Real Property to the extent the Leases related thereto are not Assigned Contracts) and any such agreements and rights related thereto or under the applicable Leases, (ii) the Lessor Leases (to the extent the Lessor Lease is an Assigned Contract), and (iii) Occupancy Agreements (to the extent the Occupancy Agreement is an Assigned Contract), in each case, together with all interests in and to all Improvements located thereon or attached thereto, and other appurtenances thereto, and rights in respect thereof; (e) subject to Section 2.5(d), all Permits and pending applications therefor of Sellers used in, held for use in, or necessary for the operation of the Business or the Acquired Assets, including all Permits described in Schedule 2.1(e), in each case, to the extent transferable under applicable Legal Requirements (the “Transferred Permits”);
• All Intellectual Property;
• All Accounts Receivable;
• All Pre-Paid Expenses;
• All goodwill, intangible property and all privileges, set-offs, indemnification rights, causes of action, actions, Claims and demands and rights of any kind as against others (whether by contract or otherwise) relating to, arising from or associated with any of the Acquired Assets (including the Intellectual Property), the Assumed Liabilities and/or the Business, excluding any Excluded Actions;
• All rights to any Client Account, including the current, in-force Client Accounts of the Sellers as of the Closing Date (each a “Purchased Account” and collectively, the “Purchased Accounts”), and all commission and other revenue generated therefrom or associated therewith, and Sellers’ Records with respect to any current Client, past Client, or prospective Client. Schedule 2.1(j) sets forth a complete and correct list of each Purchased Account as of the Closing Date, including the policy type, policy number, policy expiration date, and annual premiums, and annual commissions, fees and other payments derived from each Insurance Product and Related Service for each Purchased Account;
• To the extent permitted by Legal Requirements, and except to the extent related to the Excluded Assets or the Excluded Liabilities, all Documents and other books and records (financial, accounting and other), and correspondence, and all customer sales, marketing, advertising, packaging and promotional materials, files, data, software (whether written, recorded or stored on disk, film, tape or other media, and including all computerized data), drawings, engineering and manufacturing data and other technical information and data, and all other business and other records, in each case, arising under or relating to the Acquired Assets, the Assumed Liabilities or the Business;
• All rights, remedies and benefits of Sellers arising under or relating to any of the Acquired Assets, the Assumed Liabilities or the Business, including rights, remedies and benefits arising out of express or implied warranties, representations and guarantees from suppliers, manufacturers, contractors or others to the extent relating to the operation of the Business or affecting the Inventory, Equipment, Real Property, or other tangible Acquired Assets or ordered by Sellers prior to the Closing Date (and in any case, any component thereof), and all claims and causes of action arising or existing therefrom.

Assets are more described from Page No. 13-16 on the attached PDF.