Assets of Media Company

Auction Sale of substantially all of assets of SportTechie Inc. (the “Seller”), including the following:

• Laptops, computer towers, monitors, all in one computers, tablets, telephones, scanners, and any computer equipment including those items set forth on Schedule 2.1(a);
• All Seller’s Owned IP including all Intellectual Property and Intellectual Property Rights in Seller’s Software, Seller’s IT Systems and Seller’s Source Code, subject to disclosed third party rights therein (the “Purchased Intellectual Property Rights”);
• All legal files (i.e., prosecution history), certificates of registration and official correspondence to and from any Governmental Authority relating to Seller’s Owned IP, including the IP Files and the Docket;
• All Contracts relating to the Business, the Purchased Assets, or the Assumed Liabilities as set forth on Schedule 2.1(d) (the “Purchased Contracts”);
• All Permits, to the extent assignable;
• All accounts receivable, including those set forth on Schedule 2.1(f) (“Accounts Receivable”);
• All cash and cash equivalents of Seller;
• All prepaid expenses, credits, advance payments, Claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums, and fees exclusively related to the Purchased Intellectual Property Rights or the Purchased Contracts;
• All of Seller’s rights under warranties, indemnities, and all similar rights against third parties related to the Purchased Assets;
• All current assets of Seller accounted for in the Working Capital Statement, to the extent not otherwise covered under this Section 2.1;
• All Records of Seller (other than to the extent an Excluded Asset); provided that Seller may retain duplicate copies of books and records to the extent that they are required to be retained pursuant to any Requirement of Law or are reasonably necessary for financial reporting purposes, for Tax purposes, or otherwise in connection with the Excluded Assets or the Excluded Liabilities; and
• All goodwill and the going concern value of the associated with the Purchased Assets and the Business.