Assets of Oilfield Services Business

Sale of substantially all of assets of Patriot Well Solutions LLC, including all of the business, assets, properties, contractual rights, goodwill, rights and Claims used in, generated by or related to the Business, or otherwise owned, leased or licensed by Seller, wherever situated and of whatever kind and nature, real or personal, tangible or intangible, whether or not reflected on the Books and Records of Seller, including all confidential information and goodwill of Seller (collectively, other than any of the Excluded Assets, the “Acquired Assets”), and more described as below:

• Equipment: All machinery, equipment, leasehold Improvements, furniture, furnishings, fixtures, office equipment, computer equipment and peripherals, telephone equipment, molds, tools, spare parts, fixed assets, supplies, maintenance equipment and supplies, materials and other items of personal property of every kind and description (other than the Vehicles which are separately referenced in Section 2.1(b)) including those items described on Schedule 2.1(a) (the “Equipment”), and all maintenance records, brochures, catalogues and other documents relating to the Equipment or the installation or functioning of such Equipment;
• Vehicles: All trucks, trailers, automobiles and other vehicles used in the Business, including those vehicles described on Schedule 2.1(b) (the “Vehicles”);
• Inventory: All raw materials, inventory, components and other parts, workin- process, finished goods, all packaging materials and labels, stores and supplies used in the sale of finished goods and/or products and all other inventory whether on hand, on order, in transit or held by others on a consignment basis (collectively, the “Inventory”), including the inventory listed on Schedule 2.1(c);
• Information and Records: Any and all of Seller’s Books and Records that relate to the Acquired Assets (excluding any personnel records that are required to be retained by Seller in its possession according to applicable Law); provided, however, such Books and Records shall not include (i) any proprietary data that is not used in connection with the Business, (ii) any information subject to third-person confidentiality agreements for which a consent or waiver cannot be secured after commercially reasonable efforts with no obligation to spend money, (iii) any information which, if disclosed, would violate an attorney-client privilege or would constitute a waiver of rights as to attorney work product or attorney-client privileged communications, unless such information is needed for operation of the Business, and the Parties enter a mutually agreeable joint defense agreement related thereto, or (iv) any information relating to the Excluded Assets;
• Intellectual Property: The name “Patriot Well Solutions”, “Patriot” and any derivations thereof, and any logos relating to such names, and all other Intellectual Property Rights used by Seller in the Business and all copies and tangible embodiments of any or all of the foregoing (in whatever form or medium), including the Intellectual Property Rights listed on Schedule 2.1(e);
• Other Intangibles: All goodwill and other intangible assets associated with the Business, including all customer relationships and goodwill of the Business, and all information and documents related thereto;
• Systems: All management information systems, including all hardware, software, databases, compilations, tool sets, compilers, higher level or proprietary languages, andall related documentation and materials, whether in source code, object code or human readable form, and all customer lists, vendor lists, pricing and cost information, catalogs, research material, research and development, technical information, trade secrets, technology, know-how, formulas, compositions, specifications, designs, drawings and, manufacturing and production techniques, technology, processes and quality control data, if any (collectively, the “Systems”) and all copies and tangible embodiments of any or all of the foregoing (in whatever form or medium);
• Customer Prepayments: All amounts, cash or otherwise, received by Seller in connection with the Business prior to the Closing Date related to work to be performed for customers of the Business subsequent to the Closing Date;
• Contracts: All rights of Seller under the Assigned Contracts, including all Claims or causes of action with respect to the Assigned Contracts;
• Restrictive Covenants: All rights, but not obligations to the extent permitted by applicable law, of Seller, if any, under non-disclosure or confidentiality, non-compete, nonsolicitation agreements, assignment agreements or similar agreements with former employees, employees and agents of Seller or with third parties (including, without limitation, any nondisclosure or confidentiality, non-compete, or non-solicitation agreements entered into in connection with or in contemplation of the auction contemplated by the Bid Procedures Order) to the extent relating to the Business or the Acquired Assets (or any portion thereof);
• Warranties: All rights, remedies and benefits of Seller under or pursuant to all express or implied warranties, representations and guarantees made by suppliers, manufacturers and contractors or installers of the Equipment or the Inventory (or components thereof) to the extent relating to products sold or services provided to Seller, or to the extent related to or affecting the Business or any Acquired Assets or Assumed Obligations;
• Permits: All Assigned Permits (to the extent legally transferable or reissuable), including environmental Permits, held or used by Seller in the Business and all rights, and incidents of interest therein;
• Accounts Receivable: Any and all accounts receivable, trade receivables, notes receivable, other receivables and other obligations owed to Seller in existence at the Closing Date (whether or not billed) with respect to the Business or the Acquired Assets; Causes of Action. All rights, Claims or causes of action of Seller against third parties in respect of any of the Acquired Assets or the Business, whether choate or inchoate, known or unknown, contingent or noncontingent, including Avoidance Actions;
• Cash: All cash, cash deposits, bank accounts, certificates of deposit, savings and other similar cash or cash equivalents of every kind, character, nature and description; and
• Real Estate and Improvements Thereon: All of Seller’s right, title and interest in and to (i) the Leased Real Property other than the Excluded Leased Real Property and (ii) all Improvements on the Leased Real Property other than the Excluded Leased Real Property.

Assets is more described on the attached PDF.