E-commerce Solutions and Fulfillment Services Business in Florida

Sale of substantially all of assets of the Jagged Peak, Inc., include all of the assets related to the operating business of Seller (the “JP Business”), including, without limitation:

• Executory contracts and unexpired leases designated by Purchaser up until the closing of the 363 Sale (as defined below) in connection with the JP Business, including, without limitation, those with FlexNet partners, but specifically excluding any contracts or leases with Seller’s affiliates or subsidiaries; subject in each case to such amendments and modifications as shall be agreed upon by and between the applicable non-debtor counterparty and Purchaser; and preference and avoidance actions relating to assumed contracts/leases;
• All cash on hand at closing;
• Seller’s name and related trademarks;
• All other intellectual property related to the performance of the JP Business;
• Such business and regulatory licenses and/or any other regulatory approvals as are necessary to the performance of the JP Business;
• The EDGE software, along with all historical data;
• Accounts receivable as determined on the Closing Date related to the JP Business;
• All prepaid expenses, unbilled services, refundable deposits, and cash or other collateral provided in connection with all executory contracts and unexpired leases being assigned to Purchaser, as determined on the Closing Date;
• All tax refunds and refundable VAT related to the Transferred Assets;
• All books and records related to the JP Business from the two year period prior to the Closing Date, in whatever form, subject to the Seller retaining a copy for the benefit of any liquidating estate and Seller having reasonable access to the original records; and
• All software related to the administration of the JP Business including, without limitation, all accounting software (which may be licensed rather than included among the Transferred Assets), historical accounting and other information, in whatever form.