Assets of Retail Pet Stores Business

Auction Sale of substantially all of assets of Independent Pet Partners Holdings, LLC (the “Seller”), which includes:

• All Accounts Receivable of Sellers, including all Credit Card Receivables and Financing Company Receivables, as of the Closing;
• All Inventory of Sellers as of the Closing, including all rights of Sellers to receive such Inventory, supplies and materials which are on order as of the Closing;
• All deposits (including deposits in transit, customer deposits (the “Customer Deposits”) and security deposits for rent, electricity, telephone, utilities or otherwise) and other prepaid charges and expenses, credits, advance payments, charges and fees of Sellers;
• All Assumed Contracts that have been assumed by and assigned to Buyer pursuant to Section 2.6 of the Stalking Horse APA;
• All Intellectual Property owned, or purported to be owned, in whole or in part, by Sellers;
• All customer data and information derived from customer purchase files and branded loyalty promotion programs and other similar information related to customer purchases, including personal information and customer purchase history at a transaction level, including relating to customers of the ECommerce Platform or any similar e-commerce platform owned, operated or controlled by Sellers;
• All rights of publicity and similar rights, including all marketing assets, including upcoming campaign material, current point-of-purchase material and historical digital assets;
• All industrial and motor vehicles owned by Sellers;
• All items of machinery, equipment, supplies, furniture, fixtures, other personal property and leasehold improvements (to the extent of Sellers’ rights to any leasehold improvements under the Leases that are Assumed Contracts) owned by Sellers as of the Closing;
• All information technology assets, including licenses, software and hardware related to the Business or the ownership or operation of the Purchased Assets or the Business, including the E-Commerce Platform;
• All five-digit UPC codes and customer service phone numbers related to the Business;
• All Records (including Tax records, Tax Returns and personnel files and related information for all Transferred Employees) except for Excluded Records;
• All goodwill associated with the Business or the Purchased Assets, including all goodwill associated with the Intellectual Property owned by Sellers, the right to represent to third parties that Buyer is the successor to the Business, all rights under any non-disclosure and confidentiality, noncompete, or nonsolicitation agreements with current or former employees, directors, independent contractors and agents of any Seller or with third parties for the benefit of any Seller, in each case to the extent relating to the Business, the Purchased Assets and/or the Assumed Liabilities (or any portion thereof);
• All of the Assumed Permits or all of the rights and benefits accruing under any Permits relating to the Business to the extent transferrable and held by Sellers;
• All Employee Benefit Plans listed on Schedule 2.1(o) (the “Assumed Employee Benefit Plans”) and trusts, Insurance Policies, rights and other assets set aside and specifically reserved solely to fund benefits payable under the applicable Assumed Employee Benefit Plan;
• Subject to Section 2.2(h) of the Stalking Horse APA, all current Insurance Policies relating or allocable to the Purchased Assets or Assumed Liabilities and all rights of any nature with respect thereto, including all prepaid premiums with respect thereto and insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries;
• All cash (including all cash drawn under the DIP Facility as of the Closing Date and all net cash proceeds of the Store Closing Sales), cash equivalents, bank deposits, prepayments (including all prepayments made to third party vendors), deferred assets, refunds, credits or overpayments, and similar cash items of Sellers (including all rights arising from any refunds due from federal, state and/or local Governmental Entities with respect to Taxes paid by Sellers or otherwise in respect of the Purchased Assets for periods ending on or prior to the Closing Date), except for the Excluded Cash, but including the DIP Reversionary Interest, if any;
• All other rights, demands, claims, credits, allowances, rebates or other refunds and rights in respect of promotional allowances or rights of setoff and rights of recoupment of every kind and nature (whether or not known or unknown or contingent or non-contingent), other than against Sellers, arising out of or relating to the Business as of the Closing, including all deposits (including Customer Deposits and security deposits (whether maintained in escrow or otherwise) for rent, electricity, telephone or otherwise), advances, prepayments and deferred assets;
• Except for the Excluded Claims, all Causes of Action;
• All rights under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers, contractors and any other Person to the extent relating to equipment purchased, products sold, or services provided, to Sellers or to the extent affecting any Purchased Assets and/or Assumed Liabilities;
• All assets, rights and claims arising from or with respect to Taxes of any Seller, including all rights arising from any refunds due from federal, state and/or local Governmental Entities with respect to Taxes paid by Sellers, all deferred tax assets, Tax deposits, Tax prepayments and estimated Tax payments, in each case for Taxes owed the Sellers for periods ending on or prior to the Closing Date;
• To the extent not covered above in Section 2.1 of the Stalking Horse APA, all of the Sellers’ telephone numbers, fax numbers, e-mail addresses, websites, URLs and internet domain names related to the Business; and
• All right and claims under the Special Compensation Agreements; and
• All other assets that are related to, used in or which could be used in connection with the Purchased Assets or the Business (but excluding all of the Excluded Assets).