ASSET PURCHASE AGREEMENT
This ASSET PURCHSE AGREMENT (“Agreement”) is made and entered into as of
December 1, 2007 by and between, PNS Apparel, Inc., a California Corporation
(“PNS”), and Blue M Group, Ic., a California Corporation (“BMG” and tgether with PNS “Sellers” and each a “Seller”), , all with a business address at 2654
Sequoa Drive, South Gate, CA 90280, (collectvely “Seller”), Allen S. Yi (“Y”) and American Apparel, Inc., a Clifornia Corporation, with a business address at, 747
Warhouse Street, Los Angles, CA (“Buyer”).
. eller re engaged in th busiess of garment ding and finishing which operas under the name PNS Apprel, Inc. and Blue Man Group, Inc. (th “Busines”) in
th tae of Califrnia wih a
loatin at business ddress of ellers in South Gat, Los Angele County,
BBuy desirs o purchasfrom Sellers c
taiassets of Selle rlated to he Busiess, as idetifid in this Agrement.
bjct to thtrmand condtions conaid in thiAgreent, Sellrs dsire to sell to Buyer, and Buyer a
s to purchase from Sellersthe asset of Sellers
expssly identified ee.
NOW, THEEFOR, i considration f the mutual covenants, represntatios, nd warrnieset forth in this Agreemt, the pties agree as follows:
1. URCASE ND SAL OF ASSTS
1. Purchsad Salof As
o sll tBuyer, and Buyr gres to puhe from Sllers, a Closg (
defined blow), all f Seller’ right, title, nd nt
st in and to th following
a) All tangblpsonl prprty, furishings, fxturs, quip
ry, pars, accsoris, ivntor ad ny othr popty listed on Schdle A (the “Ponal
e el stat ee listd on Shedule B, to
thr with a of Sels’ ntrsin ny security dposit, preaid en, laseold imprvements, and appurtnances to
d poprty (e “Ral Property Less”);
tl to he
se tBuyr fre nd cla of al lies, scurity iter
d ecumbraces of any ki
3Rsk of Ls.
sume ll risk
ing. In thevet
ny matrial loss or damg
all r any portio of the Asses pi