Assets of Robotics Technology Developer

Sale of all assets of Suitable Technologies, Inc. which includes:

1. all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (including, without limitation the items listed on Schedule 2.1(a)), whether in the physical possession of Seller or another party, excluding Leased Equipment (“Inventory”);
2. all Contracts set forth on Schedule 2.1(b) (the “Assigned Contracts”);
3. all Intellectual Property Assets;
4. all furniture, fixtures (excluding real property fixtures), equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, assets leased to third parties pursuant to any Assigned Contracts, and other tangible personal property (including, without limitation the items listed on Schedule 2.1(d) but excluding Leased Equipment) (the “Tangible Personal Property”);
5. except as set forth in Section 2.2(n), all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise; (f) except as set forth in Section 2.2(h), Section 2.2(k), and Section 2.2(n), all claims, refunds, rights of recovery, rights of set-off, rights of recoupment, and related sums and fees;
6. all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;
7. originals, or where not available, copies, of all books and records in the possession of Seller and maintained in the Ordinary Course, including, but not limited to, books of account and ledgers machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements, except books and records relat to corporate governance or tax matters (e.g., minute books, capitalization records and tax records), and books and records that constitute Privileged Communications (“Books and Records”); and
8. all goodwill and the going concern value of the Business.