Beauty and Personal Care Products Business in New York

Sale of substantially all of assets of the Glansaol Holdings Inc., et al., including all right, title and interest of the sellers of any nature whatsoever in the following Purchased Assets:

• The Assumed Contracts and all rights thereunder;
• The Assumed Leases and all rights thereunder, including all options to renew, purchase, expand or lease (including rights of first refusal, first negotiation and first offer),
• All credit for the prepaid rent associated therewith (other than Excluded Leases);
• All Accounts Receivable of the Sellers;
• All Equipment used or held for use in the business of the Sellers;
• All hardware and software used in connection with and necessary to continue to the operation of the business of the Sellers in its ordinary course;
• All advertising, marketing and promotional materials and all other printed or written materials used in connection with the business of the Sellers;
• All Books and Records;
• All Intellectual Property Rights owned by the Sellers or which the Sellers have the right to transfer or assign (the “Purchased Intellectual Property”);
• All goodwill associated with the business of the Sellers;
• Any and all insurance proceeds, condemnation awards or other compensation in respect of loss or damage to any Purchased Asset to the extent occurring after the date hereof but prior to the Closing, and all right and claim of the Sellers to any such insurance proceeds, condemnation awards or other compensation not paid by the Closing;
• All other assets, inventory, properties, and rights used or held for use by the Sellers in connection with the business of the Sellers; and
• All rights, claims, actions, refunds, causes of action, choses in action, actions, suits or proceedings, rights of recovery, rights of set off, rights of recoupment, rights of indemnity or contribution and other similar rights (known and unknown, matured and unmatured, accrued or contingent, regardless of whether such rights are currently exercisable) against any Person, including all warranties, representations, guarantees, indemnities and other contractual claims (express, implied or otherwise) to the extent directly related to the Purchased Assets or the Assumed Liabilities.