Jewelry Designing and Producing Business in Texas

Sale of substantially all of assets of the Phoeben, Inc. d/b/a Armenta, which includes:

• All cash and cash equivalents;
• All the assets used in the operation of the Business as conducted at the Effective Date, including assets acquired in the ordinary course of business since the Effective Date, and except for dispositions of assets in the ordinary course of business and for Excluded Assets;
• All accounts receivable held by Seller;
• All inventory, including finished goods, raw materials, work in progress, packaging, supplies, parts, and other inventories;
• All furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones, and other tangible personal property;
• All Assigned Contracts as set forth on Schedule 1 of the APA;
• All of Seller's right, title and interest in any (i) registered and unregistered patents, (ii) trademarks (and any associated logos and designs), service marks, trade dress, trade names, and corporate names (including all variations thereof), (iii) copyright registrations, pending applications for registration, copywritable works, and mask works, (iv) internet domain name registrations and licenses, (v) social media technology and accounts, (vi) other material technology and software (other than "off-the-shelf," noncustomized third-party software licensed to the Seller for internal use on a non-exclusive basis) and related documentation (including source code, executable code, data, databases, and other documentation), and (vii) other licenses or agreements to or from third parties regarding the foregoing, which are used in or useful to the Business (including applications and registrations and the goodwill associated therewith);
• All trade secrets (technical and non-technical), know-how, customer lists, sales records, credit data, and other confidential business information and proprietary rights;
• All prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums, and fees (including any such item relating to the payment of Taxes);
• All of Seller's rights under warranties, indemnities, and all similar rights against third parties to the extent related to any Purchased Assets;
• Seller's bank accounts and cash management systems;
• All rights, demands, claims, actions and causes of action that Seller may have against any third party, including any Governmental Authority, in connection with the Assumed Liabilities;
• Originals or, where not available, copies, of all books and records, including books of account, ledgers, and general, financial, and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records, and data (including all correspondence with any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any arbitrator, court, or tribunal of competent jurisdiction, sales material and records, strategic plans and marketing, and promotional surveys, material, and research;
• All insurance proceeds and insurance claims of Seller relating to the Business or all or any part of the Purchased Assets, other than with respect to the Excluded Liabilities, and to the extent transferable, the benefit of and the right to enforce the covenants and warranties, if any, that Seller is entitled to enforce with respect to the Purchased Assets against its predecessors in title to the Purchased Assets, if any;
• All other or additional privileges, rights, interest, properties and assets of Seller of every kind and description and wherever located, that are used or intended for use in connection with the Business as presently being conducted; and
• All goodwill and the going concern value of the Purchased Assets and the Business.