Extract to table

RECITALS WHEREAS, Seller and Buyer are parties to that certain Asset Purchase Agreement, dated as of June 16, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Asset Purchase Agreement"), by and between Seller and Buyer, pursuant to which Seller has agreed to sell, transfer, assign, convey, and deliver to Buyer, and Buyer has agreed to purchase and acquire from Seller, the Purchased Assets (as defined in the Asset Purchase Agreement), subject to the terms and conditions set forth therein; WHEREAS, this Bill of Sale is being executed and delivered by Seller to Buyer pursuant to, and in connection with the consummation of the transactions contemplated by, the Asset Purchase Agreement; and WHEREAS, capitalized terms used but not otherwise defined in this Bill of Sale shall have the respective meanings ascribed to such terms in the Asset Purchase Agreement

Notwithstanding anything to the contrary contained herein, this Bill of Sale does not transfer, convey, assign, or deliver, and shall not be construed to transfer, convey, assign, or deliver, any of the Excluded Assets, as such term is defined in the Asset Purchase Agreement

All Excluded Assets are expressly excluded from the scope and operation of this Bill of Sale, and Seller shall retain all right, title, and interest in, to, and under all such Excluded Assets

Section 2 — Excluded Liabilities Buyer is not assuming, and shall not be deemed to have assumed or to be otherwise responsible for, any Excluded Liabilities (as defined in the Asset Purchase Agreement) by reason of the execution and delivery of this Bill of Sale, and nothing contained in this Bill of Sale shall be construed to impose upon Buyer any obligation or liability of Seller arising out of, relating to, or in connection with the Excluded Liabilities

All such representations, warranties, covenants, agreements, conditions, and indemnification obligations shall survive the execution and delivery of this Bill of Sale in accordance with their respective terms as set forth in the Asset Purchase Agreement

In the event of any conflict or inconsistency between the terms and provisions of this Bill of Sale and the terms and provisions of the Asset Purchase Agreement, the terms and provisions of the Asset Purchase Agreement shall govern and control in all respects, and the conflicting or inconsistent terms and provisions of this Bill of Sale shall be deemed modified to the extent necessary to eliminate such conflict or inconsistency