Assets of Luxury Recliner Seating Manufacturing Business

Sale of assets of VIP Cinema Holdings, Inc., et al., which includes:

• The Inventory set forth on Schedule 2.1(a);
• The Contracts set forth on Schedule 2.1(b) (the “Assigned Contracts”);
• All Owned Real Property, including any surveys and appraisals related thereto;
• All Intellectual Property Rights owned by, licensed to or otherwise used by any Seller for the benefit of the Business, including the Intellectual Property Registrations set forth on Schedule 2.1(d);
• All furniture, fixtures, equipment, tools, supplies, vehicles, office equipment, and other tangible personal property, including the assets set forth on Schedule 2.1(e);
• All warranties, indemnities and similar rights against third parties to the extent related to any Purchased Assets;
• Any rights and proceeds to existing claims under any insurance policy 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 that relate to the Purchased Assets or the Business (the “Acquired Books and Records”); provided however That the Acquired Books and Records shall not include any Books and Records contained within the ERP System that Purchaser has not downloaded, copied or migrated prior to The date that is 90 days after the Closing Date; and
• All goodwill associated with any of the assets described in the foregoing clauses.

Assets for sale is more described on the attached PDF.