Assets of New York Law Firm

Sale of assets of Z & J, LLC d/b/a Appeal Tech which includes:

1. goodwill;
2. supplies (including advertising and promotional materials), raw materials, work-in-process and other inventory;
3. cash and cash equivalents of Seller as of immediately prior to the Closing (including any amounts held in any Accounts as of immediately prior to the Closing), and accounts receivable (including any notes receivable) and other payment rights as of immediately prior to the Closing;
4. rights relating to prepayments, deferred charges, security deposits and similar items and all customer deposits and advances relating to customer orders pending at Closing and for which the applicable customer has entered into a new agreement with Buyer to be performed by Buyer after the Closing (and for the avoidance of doubt, Buyer is not assuming any Liabilities of Seller with respect to any such customer orders);
5. equipment, furnishings, fixtures, vehicles and similar property, including computer and telecommunications hardware and software and information technology systems;
6. the Transferred Intellectual Property and the name "AppealTech" and any derivations thereof;
7. all claims, causes of action and rights of Seller relating to the Proceeding captioned Z&J, LLC d/b/a AppealTech v. Laurence Mynes, et al, before the Bankruptcy Court as a part of the Bankruptcy Case (the "Pending Litigation"), and all claims, causes of action, payment rights, audit rights, and all other rights relating to the Purchased Assets or relating to the Business;
8. all telephone and facsimile numbers, all rights to receive mail and other communications addressed to Seller and other directory listings used in connection with the Business;
9. all rights of Seller and its Affiliates under non-disclosure or confidentiality, non-disparagement, non-compete, or non-solicitation agreements with any Person related to the Business, including those listed on Schedule l.l(a)(i);
10. Books and Records; and
11. Governmental Approvals, including pending applications therefor or renewals thereof, to the extent their transfer is permitted by Law.