Logistics and Delivery Services Business in California

Sale of substantially all of assets of the Scoobeez, et al., which include all right, title and interest of the Sellers in:

• Cash, accounts receivable and other current assets of the Sellers, subject to the Working Capital Provisions as set forth below;
• All inventory used primarily in connection with the Sellers’ current business;
• All deposits (including customer deposits and security deposits for rent, electricity, telephone or otherwise) and prepaid charges and expenses of Sellers other than any deposits or prepaid charges and expenses paid in connection with or relating to any excluded assets;
• Furniture and Equipment;
• Intellectual Property;
• Assumed Executory Contracts and Unexpired Leases together with associated improvements, fixtures and other appurtenances and rights;
• Documents that are used in, held for use in or intended to be used in, or that arise primarily out of, the business, including Documents relating to Products, services, marketing, advertising, promotional materials, Intellectual Property, supplier lists, records, literature and correspondence;
• All Permits used by Sellers in the business to the extent assignable;
• All supplies owned by Sellers and used in connection with the business;
• To the extent assignable, all rights of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation agreements with any Employees and agents of Sellers or with third parties to the extent relating to the business or the Purchased Assets (or any portion thereof);
• To the extent assignable, all rights of Sellers under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors to the extent relating to products sold, or services provided, to Sellers or to the extent affecting any Purchased Assets other than any warranties, representations and guarantees pertaining to any Excluded Assets;
• All goodwill and other intangible assets associated with the Business, including customer and supplier lists and the goodwill associated with the Purchased Intellectual Property;
• Certain causes of action and avoidance actions of the Sellers and their estates listed on an Exhibit to the Purchase Agreement, as mutually agreed by Sellers and Purchaser; and
• Certain causes of action and avoidance actions of the Sellers relating (i) solely to vendors used by the Seller for which goods and services have been provided within 120 days of the petition date or (ii) identified by Purchaser as a party with whom the Purchaser may elect to continue to do business with, as listed on an Exhibit to the Purchase Agreement.