THIS Purchase Agreement (“ Agreement ”) is entered into by and between Ygnition
Networks, Inc., a Washington corporation (“ Seller ”), and Connected Lyfe, Inc., a Utah corporation
(“ Buyer ”), dated as of May 14, 2010.
Seller owns and operates one or more cable television and Internet systems (referred to as the “
System ”) that provide cable television and Internet services (the “ Services ”) to residents of the
multi-family developments as set forth and Exhibit A (individually the “ Property ” and collectively the “
Properties ”). Seller has agreed to sell and Buyer has agreed to purchase all rights of Seller to provide
the Services to the Properties, including any right of entry for the provisioning of cable television, high-
speed Internet, and other services with respect to the System together with Seller’s interest, if any, in
certain of the tangible and intangible assets comprising the System on the terms stated in this Agreement.
For good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Seller and Buyer agree as follows:
Conveyance of Assets .
Seller’s Conveyance . Subject to the terms and conditions set forth in this
Agreement, effective as of Closing (as defined below), Seller hereby agrees to transfer to Buyer, and
Buyer agrees to purchase from Seller, free and clear of all liens and encumbrances (except liens for ad
valorem taxes or personal property taxes, not yet due and payable, or as otherwise states herein), all
of Seller’s right, title and interest, if any, in the following assets and properties, real and personal,
tangible and intangible, used by Seller in its operation of the System (collectively the “ Assets ”):
All tangible personal property owned by Seller, located at the
Properties and used in connection with the operation of the System and the provision of video and
Internet services to subscribers of the System (the “ Tangible Personal Property ”), exclusive of the
Excluded Assets (as defined b