Assets of Packaging Services Company

Sale of assets of Signature Pack, LLC which includes:

1. The assets of the Business, other than the Excluded Assets, including, but not limited to, all recipes, formulas, customer lists, and other assets necessary to support and conduct such business;
2. All inventory associated with the Business, including, but not limited to, usable packaging and raw materials inventory, and finished goods inventory (“Inventory”);
3. All machinery, equipment and fixtures listed on Schedules 2.01(c), all documentation related thereto, and in the event any such machinery, equipment or fixtures are leased by Seller, Seller shall cause such leases to be assigned to Buyer at Closing (“Assigned Leases”).
4. all purchase orders with customers for product that has not shipped as of the Closing Date, as the same are set forth on Schedule 2.01(d) (the “Assigned Contracts”). Should Seller receive a payment from a customer (or its assigns) on or after the Closing Date on an Assigned Contract, then Seller shall promptly remit such payment to Buyer; should Buyer receive a payment from a customer (or its assigns) on or after the Closing Date that is not on an Assigned Contract, Buyer shall promptly remit such payment to Seller
5. Intentionally Omitted. .
6. the Intellectual Property of the Business set forth on Schedule 2.01(f), whether owned or licensed as indicated, (collectively, the “Purchased IP Assets”), together with all (i) royalties, fees, income, payments, and other proceeds accruing on or after the Closing Date with respect to such Purchased IP; (ii) with respect to such Purchased IP, all rights to and claims for damages, restitution, and injunctive and other legal or equitable relief for past, present, or future infringement, misappropriation, or other violation thereof, whether accruing before, on, or after the date hereof; and (iii) to the extent such Purchased IP is licensed (including but not limited to the Signature Select Trademark), all rights in or arising under Seller’s license of such Purchased IP, including all of Seller’s rights in the Signature Select Trademark as well as all of Seller’s rights in and to the Trademark License Agreement entered into between Seller and Southeast Meats;
7. all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets; and
8. all goodwill and the going concern value of the Business.