ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (the “ Agreement ”) is made and entered into as of the
7 th day of September 2010 , (the “ Effective Date ”) by and among FOUR RIVERS STT TRADING
COMPANY, INC, a Kentucky Corporation , (“ Seller ”), and STRATEGY LICENSING COMPANY,
LLC a Kentucky Limited Liability Company (“ Buyer ”).
WHEREAS , Seller owns certain equipment, licenses and other intellectual property designated and
described on Exhibit A attached hereto (the “ Equipment ”);
WHEREAS , Seller desires to sell the Equipment, and Buyer desires to purchase the Equipment; and
WHEREAS , Seller has agreed to sell the Equipment to Buyer subject to the terms and conditions as
NOW, THEREFORE , in consideration of the foregoing and the conditions, covenants, and agreements
hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the parties agree as follows:
SALE AND PURCHASE OF EQUIPMENT
Sale and Purchase of Equipment .
Subject to the terms, provisions, and conditions of this Agreement, Seller hereby sells, conveys, transfers,
and delivers to Buyer and Buyer purchases from Seller, as of the Closing, all of Seller’s right, title and interest in
and to the Equipment, free and clear of any and all title defects, mortgages, assignments, pledges, hypothecations,
security interests, title or retention agreements, levies, executions, seizures, attachments, garnishments, deemed
trusts, liens, easements, options, rights or claims of others, or charges or encumbrances of every kind or nature
whatsoever. In addition, Seller shall use its best efforts to take any and all action to assign to Buyer a ny available
manufacturer’s warranties with respect to the Equipment and its component parts, and to assist Buyer with
processing any warranty claims against the manufacturer.
Purchase Price .