Assets of IT and Digital Marketing Services Businesses

Sale of substantially all of assets of KeepITSimple.us, LLC (the “Seller”), which includes:

• All inventory, finished goods, raw materials, work in progress, packaging, supplies, parts, and other inventories (“Inventory”);
• All claims and rights to and under all contracts, leases, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures, and all other agreements, commitments, and legally binding arrangements, whether written or oral of every type and description relating to the Business and to which Seller is a party or by which any of the Purchased Assets is bound (the “Contracts”) to be assigned (and not rejected by Seller), as set forth on Section 1.1(b) of the disclosure schedules attached hereto (the “Disclosure Schedules”) (each an “Assigned Contract” and collectively, the “Assigned Contracts”), but specifically excluding any Contracts that are not listed on Section 1.1(b) of the Disclosure Schedules (collectively, the “Excluded Contracts”);
• All furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, and other tangible personal property (the “Tangible Personal Property”);
• All patents, patent applications, inventions and discoveries that may be patentable, registered and unregistered trademarks listed on Section 1.1(d) of the Disclosure Schedules, all fictional business names, trade names, service marks, registered user entries, copyrights in both published works and unpublished works and all right, title and interest of the Seller in any application for any of the foregoing, and all claims and causes of action relating to any of the foregoing, including claims and causes of action for past infringement (collectively, the “Intellectual Property”);
• All the right, title and interest of the Seller in, to and under all websites, domain names, email addresses and similar assets related to the operation of the Business, including, but not limited to all URLs of the Seller listed on Section 1.1(e) of the Disclosure Schedules;
• All the right, title, and interest of the Seller in, to and under all telephone numbers, including all extensions thereto, used in the operation of the Business;
• Subject to applicable laws and regulations, all transferable licenses, permits, certificates, franchises, approvals and other governmental or regulatory authorizations necessary for or incident to the ownership and operation of the Business;
• All prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums, and fees (including any such item relating to the payment of Taxes);
• All of Seller’s rights under warranties, indemnities, and all similar rights against third parties to the extent related to any Purchased Assets;
• All insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets, or the Assumed Liabilities;
• Originals or, where not available, copies, of all books and records, including books of account, ledgers, and general, financial, and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records, and data (including all correspondence with any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any arbitrator, court, or tribunal of competent jurisdiction (collectively, “Governmental Authority”), sales material and records, strategic plans and marketing, and promotional surveys, material, and research (“Books and Records”); and
• All goodwill and the going concern value of the Purchased Assets and the Business.