Assets of Investment Company

Sale of all assets of SPN Investments Inc, includes:

1. business-related claims and causes of action (i.e., those necessary to continuing operations of business) as listed in Exhibit 2.1(a), and no other claims;
2. all of Sellers’ right, title and interest under, in and to all contracts that the Purchaser is to assume pursuant to Section 365 of the Bankruptcy Code, which are identified in “Exhibit 2.1(b)” (the “Assumed Contracts”). The Assumed Contracts consist of existing orders for Products for which SPN has received customer deposits, and that will be manufactured and fulfilled by Purchaser, thus creating a payable for the benefit of Purchaser from SPN, and a corresponding receivable for SPN from the customer, and royalties payable by SPN to SPNIP under the License Agreement The Parties acknowledge and agree that it is essential to execute the Assumed Contracts and deliver the Products to the customers in order to preserve the value of the Purchased Assets. Purchaser agrees to perform the executory obligations under the Assumed Contracts with the understanding that Purchaser will be paid the balance of the purchase price post-petition for performance;
3. all of Seller’s right, title and interest under, in and to all Accounts Receivables that are related to the Assumed Contracts (the “Contingent Receivables”);
4. and all books and records of Sellers pertaining to the Purchased Assets and ownership or other interests of Sellers in the Purchased Assets, wherever located, including all books and records, subject to the rights of Sellers under Section 7.4(b) hereof; and
5. the goodwill, customer relationships and other intangible property relating to any of the Purchased Assets, the Assumed Liabilities in respect of the operations of the Purchased Assets and
6. Sellers’ intellectual property and all goodwill associated therewith, all licenses and sublicenses granted and obtained with respect thereto, and all rights thereunder, all remedies against infringements thereof, and all rights to protection of interests therein under the laws of all jurisdictions;