Assets of Rigging and Transportation Services Business

Sale of substantially all of assets of the Burkhalter Rigging, Inc., Burkhalter Transport, Inc., and Burkhalter Specialized Transport, LLC ( collectively, the “Sellers”), which includes:

• All cranes, heavy lifting systems, and equipment, and all accessories thereto and parts thereof, including without limitation, the equipment listed in Exhibit A-1 from Page No. 93-106 on the attached PDF (the “Equipment”);
• All tangible personal property, including without limitation the Equipment and all inventory (“Tangible Personal Property”);
• All “Seller Contracts” (as defined herein), all “NDAs” (as defined herein) and all outstanding offers or solicitations made by or to Seller to enter into any contract, and to the extent any such Seller Contracts constitute executory contracts under section 365 of the Bankruptcy Code, subject to the terms and conditions concerning “Assumed Contracts” as defined, and as set forth, in this Agreement;
• All “Governmental Authorizations” (as defined herein) and all pending applications therefor or renewals thereof, in each case to the extent transferable to Purchaser;
• All data and records related to the operations of Seller, including client and customer lists, referral sources, research and development reports, production reports, service and warranty reports, equipment logs, operating guides and manuals, financial and accounting reports, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and reports;
• All intangible rights and property of Seller, including “Intellectual Property Assets” (as defined herein), licenses thereof or therefor, going concern value, goodwill, telephone, facsimile and email addresses and listings, as well as cell phone numbers for employees of Seller used in connection with the Business;
• All rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof;
• All personnel records of employees of Seller, which Purchaser elects to hire after the Closing, in its sole discretion, if any; and
• All claims, defenses, rights of set-off, counter-claims, causes of action, and litigation rights existing as of the Effective Time in favor of Seller against third parties arising out of and relating to the Assets, whether choate or inchoate, known or unknown, contingent or noncontingent (collectively, the “Causes of Action”). The Causes of Action shall not include any cause of action arising under chapter 5 of the Bankruptcy Code (collectively, the “Chapter 5 Actions”).