Assets of Insurance Brokerage Services Business

Auction Sale of substantially all of assets of Insure-Link, Inc., (the “Seller”), which includes:

• All of the Company’s insurance agency business as of the Closing Date (the “Purchased Book of Business”), including any personal and commercial lines of its property and casualty insurance business, life insurance, personal injury protection, surety bonds, and automobile minimum liability coverages, and renewals and expirations thereof, together with all data or information relating to the Purchased Book of Business, whether compiled by the Company or by agents or employees of the Company, including: (i) lists of insurance companies and records pertaining thereto; (ii) customer lists, prospect lists, loss runs, policy forms, expiration dates, information on risk characteristics, and all other types of written or otherwise recorded information customarily used by the Company or available to the Company, including all records of and pertaining to the accounts and customers of the Company, past and present, including the active insurance customers of the Company, including those listed individually on Schedule 1.2(a)(ii) (the “Purchased Clients”); and (iii) all of the Company’s other business records which may be necessary for Buyer to renew the Purchased Book of Business;
• All of the Company’s rights, title and interest in and to all intangible property rights used or useful in conducting the Business or a part of the Purchased Assets (the “Intangible Property”), including: (i) designs and similar materials, and all other electronic media through which the Company conducts the Business; (ii) the names “Insure-Link, Inc.”, “Insure-Link” and “Preferred Link Insurance”; (iii) all operational, technical and regulatory licenses, to the extent transferrable, used by or in connection with the Business; (iv) all rights of the Company under any representation, warranty or guaranty by a third party; (v) all of the Company’s client relationships in connection with the Purchased Book of Business, including the Purchased Clients; and (vi) all funds relating to any prepaid premiums, deposits or otherwise in any of the Company’s trust accounts (the “Trust Account Funds”);
• All desks, computer hardware and telephones and related systems;
• All other assets of the Company relating or pertaining to the Purchased Book of Business, including computer disks, servers, Software, databases, and associated manuals, and any other records or media of storage or programs for retrieval of information pertaining to the Purchased Book of Business, and all supplies and materials, including promotional and advertising materials, brochures, plans, supplier lists, manuals, handbooks, and related written data and information, including any customer deposits held for future due dates;
• All of the Company’s assignable insurance appointments, including those listed on Schedule 1.2(e);
• All intangible assets that are not Intellectual Property, including goodwill and going-concern value;
• All claims, deposits, refunds, rebates and prepaid items of the Company paid prior to the Closing, except those solely related to the Excluded Assets or Excluded Liabilities;
• To the extent their transfer is permitted under applicable Laws and subject to Section 6.4, all Permits utilized by the Company in the conduct of the Business (except those relating to real property or the operation thereof), including the Permits listed on Schedule 3.6 of the Company’s Disclosure Schedules;
• All accounts receivable of the Company, including any claim, remedy or other right related to the foregoing; and
• All of the Transferred Contracts.