Assets of Louisiana Software Company

Sale of substantially all of assets of Kologik, LLC, et al., (the “Sellers”), which includes:

• All bank accounts of Seller or the Business, including those listed on Schedule 5.21 (the “Seller Bank Accounts”);
• (i) All Current Assets and (ii) all Cash and Cash Equivalents as of the Closing;
• All deposits, credits, and prepaid charges and expenses from whatever source paid other than any deposits or prepaid charges and expenses paid in connection with or relating to any Excluded Assets or Excluded Liabilities;
• All royalties, advances, prepaid assets, and other current assets;
• All inventory used or intended to be used primarily in connection with the Business;
• All deposits (including customer deposits and security deposits for rent, electricity, telephone or otherwise) and prepaid charges and expenses of Seller or the Business;
• All Assumed Leases, including all rights of Seller or the Business under each Assumed Lease, together with all improvements, fixtures and other appurtenances thereto and rights in respect thereof;
• The Furniture and Equipment;
• The Purchased Intellectual Property;
• All Purchased Contracts, including all rights of Seller or the Business under the Purchased Contracts;
• All Documents that are used in, held for use in or intended to be used in, or that arise out of, the Business, including Documents relating to Products, services, marketing, advertising, promotional materials, Owned Intellectual Property, personnel files for Transferred Employees and all files, customer files and documents (including credit information), supplier lists, records, literature and correspondence, but excluding personnel files for Employees of Seller who are not Transferred Employees (each to the extent permitted under applicable Law, including the Privacy Requirements);
• All Permits used by Seller or the Business to the extent assignable;
• All supplies owned by Seller or used in connection with the Business, including the Technology;
• All rights of Seller or the Business under non-disclosure or confidentiality, non-compete, or non-solicitation agreements with employees and agents of Seller or with third parties to the extent relating to the Business or the Purchased Assets (or any portion thereof);
• All rights of Seller or the Business 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 Seller or the Business or to the extent affecting any Purchased Assets;
• All express consents obtained by Seller or the Business under applicable Privacy Law from any person to (i) send or cause to be sent an electronic message to such person or (ii) alter or cause to be altered the transmission data in an electronic message so that the message is delivered to a destination other than or in addition to that specified by such person;
• All rights, claims, or causes of action which Seller or the Business may have against any Person with respect to the Purchased Assets;
• All third party property and casualty insurance proceeds, and all rights to third party property and casualty insurance proceeds, in each case to the extent received or receivable in respect of the Business; and
• All goodwill and other intangible assets associated with Seller or the Business, including customer and supplier lists and the goodwill associated with the Owned Intellectual Property.