Assets of Truckload Carrier Services Business

Auction Sale of substantially all of assets of the Eastern Freight Ways, Inc. (“Eastern”) and Carrier Industries, Inc.’s (collectively, the “Sellers”), including all of such Seller’s right, title and interest in and to all assets, properties, rights, interests, benefits and privileges of whatever kind or nature, both tangible and intangible, real and personal, wherever located, whether owned or leased, that are used by such Seller in connection with the operation of the Business, and more described as below:

• All of such Seller’s interests as a tenant in the real property commonly known as 212 Black Horse Lane, North Brunswick, NJ 08852, together with all buildings, structures, fixtures and improvements of all kinds situated thereon (the “North Brunswick Property”);
• All of such Seller’s forklifts, trucks, trailers and other rolling stock identified on Schedule 2.1(b);
• All of such Seller’s supplies, materials, machinery, non-rolling stock equipment (including equipment that is subject to a capital lease, but only to the extent that Purchaser assumes such capital lease as an Assigned Contract), spare parts, tools, furniture, fixtures, furnishings, leasehold improvements, goods, and other tangible personal property owned by such Seller, including, but not limited to, any owned computer hardware and software (collectively, “Personal Property”);
• All of such Seller’s Inventory;
• All of such Seller’s books and records relating to the Acquired Assets,
• property records, mailing lists, and customer and vendor lists, provided that such Seller may obtain and retain, at its own expense, copies of any or all such books and records before their transfer to Purchaser;
• All of such Seller’s rights in Intellectual Property, to the extent assignable;
• All of such Seller’s Contracts, agreements, licenses, leases, warranties, commitments, and purchase and sale orders with respect to Personal Property, Intellectual Property, [real property]1 or otherwise ( “Executory Contracts and Unexpired Leases”), solely to the extent that such Executory Contracts and Unexpired Leases are designated by Purchaser to be assumed and assigned on the Closing Date in accordance with the Bidding Procedures Order and provided further that Purchaser shall have provided adequate assurance of future performance under §365(b)(1)(C) of the Bankruptcy Code with respect to any designated contract (collectively“Assigned Contracts”), together with the right to receive income in respect of such Assigned Contracts on and after the Closing Date;
• All of such Seller’s Governmental Authorizations and all of such Seller’s pending applications therefor or renewals thereof, in each case to the extent transferable to Purchaser and excluding Governmental Authorizations or pending applications therefor required for the continued operation of an Excluded Asset;
• All of such Seller’s Accounts Receivable; and
• All of such Seller’s assets, properties and rights identified on Schedule 2.1(j).