Assets of Vertically Integrated Poultry Company

Sale of substantially all of assets of Cooks Venture, Inc., (the “Seller”), which includes:

• All interests in real property (including any leasehold interests) as set forth in Schedule 2.1(a), together with all plants, buildings, structures, fixtures and improvements of all kinds situated thereon, and all privileges, rights, easements, hereditaments and appurtenances belonging to or for the benefit of such real property (collectively, “Real Property”);
• All supplies (including packaging materials), materials, machinery, equipment (including equipment that is subject to a capital lease, but only to the extent that Purchaser assumes such capital lease as an Assigned Contract), rolling stock, farm products, tools, vehicles, furniture, fixtures, furnishings, leasehold improvements, goods, and other tangible personal property owned by Sellers, including, but not limited to, any owned computer hardware and software (collectively, “Personal Property”);
• All Inventory, including all prepaid inventory (shipped and unshipped);
• All Intellectual Property, including the live poultry parent stock for the Pioneer breed of chicken;
• All prepaid expenses, advances and deposits, excluding Accounts Receivable and prepaid expenses, advances and deposits allocable to Executory Contracts and Unexpired Leases that are not Assigned Contracts;
• All causes of action of the Estates relating to the Acquired Assets or arising under express or implied warranties from suppliers or other third parties with respect to the Acquired Assets, except for Estate Causes of Action;
• All books and records of the Estates relating to the Acquired Assets, including production records, accounting records, Tax records, financial records, property records, mailing lists, and customer and vendor lists, provided that Sellers may obtain, at their own expense, copies of any or all such books and records before their transfer to Purchaser;
• All Contracts, agreements, licenses, leases, warranties, commitments, and purchase and sale orders with respect to Personal Property, Intellectual Property, Real Property or otherwise (collectively, “Executory Contracts and Unexpired Leases”), solely to the extent that such Executory Contracts and Unexpired Leases are listed on Schedule 1.1(h) as designated by Purchaser to be assumed and assigned on the Closing Date in accordance with the APA and provided further that Purchaser shall have provided adequate assurance of future performance under section 365(b)(1)(C) of the Bankruptcy Code with respect to any designated contract (collectively, “Assigned Contracts”), together with the right to receive income in respect of such Assigned Contracts on and after the Closing Date, and any causes of action which may be brought by Sellers relating to past or current breaches of the Assigned Contracts;
• All Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Purchaser and excluding Governmental Authorizations or pending applications therefor required for the continued operation of an Excluded Asset; and
• All other assets, properties and rights identified on Schedule 1.1(i).