Assets of Texas Cementing Business

Sale of assets of BJ Services, LLC and BJ Management Services, L.P. Includes:

• to the maximum extent permitted by the Bankruptcy Code and applicable Law, all Assumed Contracts (excluding any accounts receivable relating thereto with respect to periods prior to the Closing);
• (i) the intellectual property rights set forth on Schedule 1 of the Stalking Horse Agreement, (ii) the Assumed Contracts listed on Schedule 2 of the Stalking Horse Agreement, and (iii) the know-how, trade secrets and other unregistered intellectual property rights (including source code) owned by Sellers (expressly excluding trademarks, domain names, and patents) that exclusively relate to the items listed in Schedule 1 and
• Schedule 2 of the Stalking Horse Agreement (the assets described in clauses (i) through (iii), collectively, the “Specified Assets”);
• the M&E fleets set forth on Schedule 1 of the Stalking Horse Agreement hereto and all other Equipment directly and specifically related thereto (the “M&E Assets”); and
• To the extent transferable under applicable Law, any visa-related rights maintained by any Seller for the benefit of any employees identified in writing by Purchaser prior to the date hereof in accordance with applicable law, the expense of which transfer shall be solely borne by Purchaser.