Assets of Transportation and Logistics Company

Sale of substantially all of assets of the Comcar Industries, Inc., CT Transportation, LLC (“CT” or the “Company”), and certain of their subsidiaries and affiliates (collectively, the “Sellers”), including the following assets:

• The Assumed Contracts;
• All Acquired Business Information;
• All goodwill associated with the Business, Assets, and Assumed Liabilities;
• All Vehicles owned by Sellers Relating to the Business;
• All rights of Sellers to the Vehicles which are leased pursuant to an Assumed Contract;
• Sellers’ owned equipment, machinery, furniture, shop equipment, spare parts, fixtures, furnishings, office equipment, computers, communications equipment, and other tangible personal property and improvements Relating to the Business;
• All rights of Sellers to the CT Business equipment, machinery, furniture, spare parts, fixtures, furnishings, office equipment, communications equipment, and other tangible personal property and improvements, which are leased pursuant to an Assumed Contract; (viii) all rights of Sellers to the warranties, express or implied, and licenses received from manufacturers and sellers of the Equipment;
• All Claims and causes of action against any Person of every kind and description Relating to the Business, and all Claims of any Seller to the extent arising from or relating to or in connection with the Acquired Assets or the Assumed Liabilities or Relating to the Business, all of the proceeds from the foregoing which are accrued and unpaid as of the Closing, all rights of indemnity, warranty rights, guaranties received from vendors, suppliers or manufacturers, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery possessed by any Seller against other Persons and the prosecution files of Sellers related thereto, in each case, to the extent exclusively related to the Acquired Assets or the Assumed Liabilities;
• All current assets Relating to the Business as of immediately prior to the Closing, except cash, cash equivalents and Accounts Receivable;
• All prepaid expenses of Sellers relating to any of the Assumed Contracts; (xii) all Intellectual Property Rights solely Relating to the Business, and all rights to P.O. Boxes solely relating to the Business;
• All rights to proceeds from insurance policies associated with any tangible Acquired Assets, but only to the extent contemplated in the definition of Excluded Assets in the Purchase Agreement; and
• The DOT and FMCSA operating authorities of the Company identified by the Purchaser prior to the closing date (the “Closing”).