Nanotechnology Company in Arkansas

Sale of substantially all of assets of the NanoMech, Inc., including all of the Seller’s right, title and interest in and to the Business, properties, assets, goodwill, rights and claims of whatever kind and nature, real or personal, tangible or intangible, known or unknown, actual or contingent and wherever situated, as the same may exist on the Closing Date and are related to the Business, other than the Excluded Assets, free and clear of all Encumbrances thereon (other than Permitted Encumbrances or as set forth on any of the Schedules hereto). Without limiting the generality of the foregoing, the “Purchased Assets” shall include, without limitation, all right, title, and interest of the Seller in, to and under the following (other than the Excluded Assets):

• The Inventory;
• The Receivables;
• To the extent transferable, all insurance policies or rights to any insurance proceeds that may be recovered pursuant thereof relating to the Purchased Assets, including but not limited to, any directors and officers or fiduciary insurance policy (specifically, the “D&O Policy”), each of which shall be a Purchased Asset;
• All deposits (including, without limitation, all customer deposits and security deposits for rent, electricity, telephone or otherwise) and other prepaid charges and expenses of the Seller;
• All Tangible Personal Property related to, or used or useful in or held for use in the conduct of, the Business (except for any such Tangible Personal Property that is an Excluded Asset);
• All goodwill associated with the Business or the Purchased Assets, including rights under any confidentiality agreements executed by any third party for the benefit of the Seller to the extent relating to the Business;
• All telephone numbers used in connection with the Business;
• The sales and promotional literature, customer lists and other sales related materials related to the Business;
• All Unfulfilled Customer Orders;
• All of the Seller’s Intellectual Property;
• All books and records including but not limited to all files, operating data, books of account, invoices, shipping records, supplier lists, price lists, vendor lists, mailing lists, catalogs, sales promotion literature, advertising materials, brochures, standard forms of documents, manuals of operations or business procedures, research materials, instruments, filings, administrative and pricing manuals, correspondence, memoranda, drawings, plans and specifications, maintenance or service records, operating records, operating safety manuals, and other material and documents, books financial statements, records and files (whether stored in hardcopy form or on magnetic, optical or other media) and any rights thereto owned, associated with or employed by Seller in the conduct of the Business or otherwise related to the Purchased Assets or the Assumed Liabilities;
• All right, title and interest in, to and under the Assigned Contracts;
• All right, title and interest in, to and under the Assigned Leases;
• To the extent legally assignable, all Permits;
• all Avoidance Actions;
• The amount of, and all rights to any, insurance proceeds to be assigned to Purchaser pursuant to Section 2.8;
• The following, to the extent that they relate to any Assumed Liability or Purchased Asset: claims, deposits under Assigned Contracts or Assigned Leases (for which apportionment shall be made pursuant to Section 2.7), prepayments, prepaid assets, landlord build out allowances, refunds (excluding Tax refunds), causes of action, rights of recovery, rights of setoff and rights of recoupment as of the Closing Date;
• To the extent transferable and to the extent related to the Purchased Assets, or in connection with the Business, the full benefit of all representations, warranties, guarantees, indemnities, undertakings, certificates, covenants, agreements and all security therefor received by Seller on the purchase or other acquisition of the Purchased Assets; and
• Any rights, demands, claims, credits (excluding Tax refunds and similar credits and benefits), allowances, rebates, or rights of setoff arising out of or relating to any of the Purchased Assets.