ASSET PURCHASE AGREEMENT

Exhibit 2.1

ASSET PURCHASE AGREEMENT

B ETWEEN

CARRIER ACCESS CORPORATION, as Buyer

and

MANGROVE SYSTEMS, INC., as Seller

March 2, 2007

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “ Agreement ”) is entered into as of March 2, 2007, by and between Carrier Access Corporation, a Delaware corporation (“ Buyer ”), and Mangrove Systems, Inc., a Delaware corporation (“ Seller ”). Buyer and Seller are sometimes referred to in this Agreement individually as a “ Party ,” and collectively as the “ Parties .”

Recitals

A. Seller owns and operates a multi-service access, aggregation and switching business for 3G wireless and wireline networks (the “ Business ”).

B. This Agreement documents the terms upon which Buyer is purchasing from Seller substantially all of Seller’s assets in exchange for the consideration set forth in this Agreement.

Agreement

In consideration of the premises and the mutual promises made in this Agreement, and in consideration of the representations, warranties, and covenants contained in this Agreement, the Parties agree as follows:

Capitalized terms used in this Agreement have the meanings set forth on attached Exhibit A.

(a) Purchase Price . Subject to the terms and conditions of this Agreement, the total purchase price for the Acquired Assets is $6,700,000 plus the amount paid by Buyer pursuant to Section 7 (the “ Purchase Price ”), of which the $6,700,000 will be payable by Buyer at the Closing as follows:

(i) $6,000,000 to be paid by Buyer at the Closing in accordance with Section 3(b)(i)(A) ; and

(ii) $700,000 (the “ Holdback Amount ”) to be paid by Buyer at the Closing to the Escrow Agent pursuant to the Escrow Agreement in order to satisfy any Excess Payables (as defined in Section 7) and as security to satisfy Seller’s indemnification obligations under this Agreement (the “ Indemnification Holdback ”), provided, however, that the Indemnification Holdback will not serve as any limitation on the indemnification obligations of Seller under this Agreement. The Holdback Amount will be released from the Indemnification Holdback as specified in the Escrow Agreement.

(b) Purchase and Sale of the Acquired Assets .

(i) Acquired Assets . At the Closing, Seller is selling, assigning, transferring, conveying and delivering to Buyer, and Buyer is purchasing, acquiring and accepting from Seller, Seller’s entire right, title and interest to substantially all of the assets of Seller, whether tangible or intangible, real or personal (the “ Acquired Assets ”), which include, without limitation, the following:

(A) the contracts listed on attached Exhibit B (the “ Assigned Contracts ”);

(B) Seller’s rights under the Lease relating to or for the Leased Real Property listed and described on Exhibit B , together with all Improvements thereon, and all easements, rights of way and other rights, interests and appurtenances of Seller therein or thereunto pertaining;

(C) all Intellectual Property listed on Exhibit B , along with all other Intellectual Property and other intangible personal property that has been used, is used or is held for use in connection with the Business (together with the Seller Products and the Seller Software, the “ Business IP ”) including, without limitation: (1) the rights to bring actions for past, present and future infringement, dilution, misappropriation or unauthorized use of the Business IP, injury to goodwill associated with the use of any of the Business IP, and unfair competition or trade practices violations associated with the use of any of the Business IP in any country or other geographic area in the world; and (2) the rights to receive all proceeds from any of the foregoing, including licenses, royalties income, payments, claims, damages and proceeds of any such suit.

(D) the equipment, office equipment, tools, spare parts, accessories, furniture, test equipment and other tangible personal property and fixed assets owned by Seller as of the date of this Agreement as listed on Exhibit B ;

(E) all rights of Seller under any warranty or guarantee by any manufacturer, supplier or other transferor of any of the Acquired Assets;

(F) all accounts, notes, and other receivables in favor of Seller arising from the operation of the Business and existing at the time of the Closing, together with all collateral security therefor and the proceeds thereof including without limitation those receivables listed on attached Exhibit B (collectively, the “ Purchased Accounts Receivable ”);

(G) all inventory (including raw materials, works in process and finished goods), packaging materials and supplies of Seller, including without limitation the inventory listed on attached Exhibit B (collectively, the “ Inventory ”);

(H) all rights of Seller under any franchises, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from governments and governmental agencies that are necessary for the Business and are identified on Exhibit B ;

(I) all sales records, purchase records, customer lists, supplier lists, advertising, sales and promotional materials, production records, customer credit information, domain name usernames and passwords, source codes and object codes of any software, flow charts, programmer information, error reports, virus reports, customer complaints, internal memoranda and correspondence, and other records relating to the Acquired Assets or used in the Business; all Lease and Leased Real Property data relating to the Acquired Assets or used in the Business; all records regarding governmental examinations and clearances relating to the Acquired Assets or used in the Business; and all personnel records for any current or former employee of Seller;

(J) all rights to any proceeds due to Seller from the State of Connecticut or any other governmental authority relating to any outstanding tax credits (collectively, the “ Tax Credits ”) due to Seller;

(K) all goodwill and other general intangibles of Seller; and

(L) all rights of Seller under any claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set off and rights of recoupment (including any such items relating to the payment of Taxes).

Except as specifically provided in this Agreement, the Acquired Assets are being transferred by Seller to Buyer at the Closing in accordance with this Agreement and free and clear of all Liens.

(ii) Excluded Assets . Notwithstanding the foregoing, no contract of Seller that is not listed on Exhibit B as an Assigned Contract (collectively, the “ Excluded Contracts ”) is part of the Acquired Assets, and Buyer is not acquiring any of the Excluded Contracts nor is Buyer assuming any obligations or liabilities whatsoever relating to or arising from any of the Excluded Contracts. In addition, Buyer is not acquiring any cash on hand of Seller as of the Closing Date, including any cash portion of the Purchase Price.

(iii) Assumption of Liabilities . Except as specifically provided in this Agreement, Buyer is not assuming any liabilities or obligations of Seller, and Seller will be solely liable for all liabilities and obligations arising from or relating to the ownership of the Acquired Assets or operation of the Business on or prior to the Closing Date, whether or not reflected in Seller’s books and records, including, without limitation, any Taxes arising from or relating to the ownership of the Acquired Assets or the operation of the Business on or prior to the Closing Date and any employment-related or employee benefits-related liabilities arising from or relating to the ownership of the Acquired Assets or the operation of the Business on or prior to the Closing Date (collectively, the “ Excluded Liabilities ”). Subject to the conditions of this Agreement, Buyer is assuming only the liabilities and obligations first becoming due and payable or arising on or after the Closing Date under the Assigned Contracts (collectively, the “ Assumed Liabilities ”). Notwithstanding the foregoing, the Assumed Liabilities do not include any liability or obligation arising from any breach of any of the Assigned Contracts occurring on or prior to the Closing Date.

(c) Allocation of Purchase Price . Buyer will prepare an allocation of the Purchase Price to be paid for the Acquired Assets under this Agreement (and all other capitalized costs) in accordance with Code Section 1060 and the Treasury regulations thereunder (and any similar provision of state, local or foreign law, as appropriate), which allocation will be binding upon the Parties and each of their Affiliates. Buyer, Seller and each of their Affiliates will report, act and file Tax Returns (including, but not limited to IRS Form 8594) in all respects and for all purposes consistent with the allocation of the Purchase Price as determined by Buyer. Buyer and Seller will timely and properly prepare, execute, file and deliver all such documents, forms and other information as Buyer may reasonably request to prepare such allocation. Neither Buyer, Seller nor any of their Affiliates will take any position (whether in audits, tax returns or otherwise) that is inconsistent with such allocation unless required to do so by applicable law or as may be required by GAAP.

(d) Proration of Certain Items . All sales Taxes, personal property Taxes and assessments that are past due or have become due at or prior to the Closing Date upon any of the Acquired Assets or with respect to the Business are listed on the Payables Schedule (as defined in Section 6(u) of the Disclosure Schedule).

(e) Assignments of Contracts and Rights . Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Acquired Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of Buyer or Seller thereunder. Seller and Buyer will use their best efforts (but without any payment of money by Seller or Buyer) to obtain the consent of the other parties to any such Acquired Asset or claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer may request. If such consent is not obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such rights, Seller and Buyer will cooperate in a mutually agreeable arrangement under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including subcontracting or sub-licensing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller’s obligations, any and all rights of Seller against a third party thereto.

(f) Power of Attorney . From and after the Closing Date, Seller shall promptly remit to Buyer any checks or other proceeds that are received by Seller and that are included in or that represent payment of the Purchased Accounts Receivable or the Tax Credits. Seller: (a) hereby irrevocably authorizes Buyer, at all times on and after the Closing Date, to endorse in the name of Seller any check or other instrument that is made payable to Seller and that represents funds included in, or that represents the payment of any receivable included in, the Acquired Assets; and (b) hereby irrevocably nominates, constitutes and appoints Buyer as the true and lawful attorney-in-fact of Seller (with full power of substitution) effective as of the Closing Date, and hereby authorizes Buyer, in the name of and on behalf of Seller, to execute, deliver, acknowledge, certify, file and record any document, to institute and prosecute any proceeding and to take any other action (on or at any time after the Closing Date) that Buyer may deem appropriate for the purpose of (i) collecting, asserting, enforcing or perfecting any claim, right or interest of any kind that is included in or relates to any of the Acquired Assets, (ii) defending or

compromising any claim or proceeding relating to any of the Acquired Assets, or (iii) otherwise carrying out or facilitating any of the transactions contemplated hereby. The power of attorney referred to in the preceding sentence is and shall be coupled with an interest and shall be irrevocable, and shall survive the dissolution, liquidation or insolvency of Seller.

(a) Closing . The closing (the “ Closing ”) of the transactions contemplated by this Agreement and any other document, agreement or instrument executed by the Parties pursuant to this Agreement is taking place at the offices of Faegre & Benson LLP in Denver, Colorado, at 8:00 A.M. local time on March 2, 2007 (the “ Closing Date ”), simultaneously with the execution and delivery of this Agreement by the Parties.

(b) Closing Deliveries .

(i) By Buyer . At the Closing, Buyer is delivering the following:

(A) to Silicon Valley Bank, individually and as agent for itself and Gold Hill, on behalf of Seller, $6,000,000 of the Purchase Price in cash by wire transfer of immediately available United States funds;

(B) to the Escrow Agent, the Holdback Amount, along with the Escrow Agreement, duly executed by Buyer; and

(C) to Seller, all of the following:

(1) a bill of sale, assignment and assumption agreement (the “ Bill of Sale ”) vesting in Buyer all of Seller’s right, title and interest in and to the Acquired Assets (including without limitation the Assigned Contracts) and evidencing Buyer’s assumption of the obligations arising after the Closing associated with the Assigned Contracts, duly executed by Buyer; and

(2) such other instruments, documents and certificates as are required by the terms of this Agreement or as may be reasonably requested by Seller in connection with the consummation of the transactions contemplated by this Agreement.

(D) to the landlord under the Lease, an amendment to the Lease that is acceptable to Buyer and that releases Seller from all liability under the Lease, duly executed by Buyer (the “ Lease Amendment ”).

(ii) By Seller . At the Closing, Seller is delivering or causing to be delivered, all of the following:

(A) to the Escrow Agent, the Escrow Agreement, duly executed by Seller; and

(B) to Buyer, all of the following:

(1) the Acquired Assets;

(2) the Bill of Sale, duly executed by Seller;

(3) one or more bills of sale, assignment agreements and such other instruments of sale, transfer, conveyance and assignment as Buyer and its counsel may reasonably request in order to transfer certain Acquired Assets from Seller to Buyer that are not transferred by the Bill of Sale (including, without limitation, any transfer documents required to transfer the Tax Credits, the Lease and Seller’s Intellectual Property from Seller to Buyer), all duly executed by Seller;

(4) a duly executed certificate from the secretary or assistant secretary of Seller, dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying and providing copies of (a) Seller’s Certificate of Incorporation; (b) Seller’s Bylaws; (c) the resolutions of the board of directors of Seller or other authorizing body of Seller approving this Agreement and the transactions contemplated by this Agreement; (d) the written consents of the stockholders of Seller listed on Exhibit C (the “ Series I Stockholders ”) approving this Agreement and the transactions contemplated by this Agreement; and (e) the incumbency resolutions and signatures for each officer of Seller executing this Agreement or any other agreement or instrument contemplated by this Agreement;

(5) certificates of good standing of Seller issued on or soon before the Closing Date by the Secretary of State (or comparable officer) of Seller’s jurisdiction of incorporation and of each jurisdiction in which Seller is qualified to do business;

(6) written consents, from each third party whose consent is required, to the transfer of the Assigned Contracts from Seller to Buyer;

(7) an estoppel certificate and written consent from the landlord to the transfer of the Lease from Seller to Buyer (the “ Lease Consent ”), which may be included in the Lease Amendment, and the Lease Amendment, duly executed by the landlord under the Lease;

(8) an employment agreement, in form and substance reasonably satisfactory to Buyer and its counsel, between Buyer and John Hannon (“ Mr. Hannon ”), duly executed by Mr. Hannon;

(9) a copy of the Liquidation Agreement and Amendment No. 1 to Liquidation Agreement between Seller and Silicon Valley Bank and Gold Hill, duly executed by each party thereto;

(10) a consent and release of Liens, in form and substance reasonably satisfactory to Buyer and its counsel, from Silicon Valley Bank and Gold Hill, duly executed by Silicon Valley Bank and Gold Hill;

(11) copies of all Lien releases (including, without limitation, the release of any security agreements relating to Seller’s Intellectual Property in favor of Silicon Valley Bank and Gold Hill) and termination statements contemplated by this Agreement;

(12) a release of claims against Seller and Buyer, duly executed by the Series I Stockholders;

(13) evidence satisfactory to Buyer that the Closing Payables have been paid or will be paid promptly following the Closing;

(14) receipt of all other authorizations, consents and approvals required to transfer the Acquired Assets from Seller to Buyer; and

(14) such other instruments, documents and certificates as are required by the terms of this Agreement or as may be reasonably requested by Buyer in connection with the consummation of the transactions contemplated by this Agreement.

(a) Employment Obligations . Buyer does not and will not assume any employment or employee benefit obligation, or any wage or salary payment obligation of Seller, including, without limitation, those arising under any pension, profit sharing, deferred compensation, bonus, stock option, severance, welfare, sick leave, vacation, wage or other employee benefit compensation plan, procedure, policy or practice of Seller.

(b) Employees . Seller is terminating the employment of each employee of Seller effective immediately prior to the Closing.

Buyer represents and warrants to Seller that the statements contained in this Section 5 are true, complete and correct as of the Closing Date, except as set forth in the disclosure schedule attached hereto (the “ Disclosure Schedule ”). The Disclosure Schedule is arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Agreement. Nothing in the Disclosure Schedule will be deemed adequate to disclose an exception to a representation or warranty made in this Agreement unless the Disclosure Schedule identifies the exception with reasonable specificity.

(a) Organization of Buyer . Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

(b) Authorization of Transaction . Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditions. Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and all other agreements contemplated by this Agreement have been duly authorized by Buyer.

(c) Non-contravention . Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated by this Agreement, will: (i) violate any

constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Buyer is subject or any provision of its charter, bylaws, or other governing documents; or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Buyer is a party or by which it is bound or to which any of its assets are subject.

(d) Brokers’ Fees . Buyer has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which Seller is or may become liable.

Seller represents and warrants to Buyer that the statements contained in this Section 6 are true, complete and correct as of the Closing Date, except as set forth on the Disclosure Schedule.

(a) Organization, Qualification, and Corporate Power . Seller is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation. Seller is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. Seller has full corporate power and authority to carry on the business in which it is engaged and to own and use the properties owned and used by it. Section 6(a) of the Disclosure Schedule lists the directors and officers of Seller. Seller has made available to Buyer true, complete and correct copies of the certificate of incorporation, bylaws and other charter documents of Seller. Seller is not in default under or in violation of any provision of its certificate of incorporation, bylaws or other charter documents.

(b) Capitalization . The entire authorized capital stock of Seller consists of (i) 175,779,592 shares of common stock, par value $0.001 per share, and (ii) 100,646,651 shares of preferred stock, par value $0.001 per share, all of which is designated as Series 1 Preferred Stock. All of the issued and outstanding shares of capital stock of Seller have been duly authorized, are validly issued, fully paid and non-assessable. Section 6(b) of the Disclosure Schedule sets forth the capitalization of Seller, which includes: (i) a list of all of the record and beneficial owners of all of the issued and outstanding capital stock of Seller, along with the number and type of shares held by such owner; and (ii) a list of all outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights and other contracts and commitments that could require Seller to issue, sell or otherwise cause to become outstanding any of its capital stock, along with a description of such commitments. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Seller. There are no voting trusts, proxies or other agreement or understanding with respect to the voting of the capital stock of Seller.

(c) Authorization of Transaction . Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of Seller and Seller’s stockholders have duly authorized the execution, delivery, and performance of this Agreement by Seller. This Agreement constitutes the valid and legally binding obligation of

Seller, enforceable in accordance with its terms and conditions. Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

(d) Non-contravention . Except as set forth in Section 6(d) of the Disclosure Schedule, neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated by this Agreement, will: (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or any provision of the certificate of incorporation, bylaws and other charter documents of Seller; or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Seller is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Lien upon any of its assets). Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement.

(e) Brokers’ Fees . Seller has no liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which Buyer is or may become liable.

(f) Title to Assets . Seller has good and marketable title to all of the Acquired Assets, free and clear of all Liens and restrictions on transfer, except for Permitted Liens.

(g) Subsidiaries . Seller does not have any Subsidiaries and does not control, directly or indirectly, or have any direct or indirect equity participation in any Person. Seller does not own or have any right to acquire, directly or indirectly, any outstanding capital stock of, or other equity interests in, any Person.

(h) Financial Statements . Seller has delivered to Buyer true, complete and correct copies of the following financial statements (collectively, the “ Financial Statements ”): (i) unaudited balance sheets and statements of income, changes in stockholders’ equity, and cash flow as of and for the Most Recent Fiscal Year End for Seller; (ii) unaudited balance sheets and year-to-date statements of income, changes in stockholders’ equity, and cash flow as of and for the Most Recent Fiscal Month End; and (iii) a Closing balance sheet, which is attached in Section 6(h) of the Disclosure Schedule. The Financial Statements present fairly the financial condition of Seller as of such dates and the results of operations of Seller for such periods, are true, correct and complete, and are consistent with the books and records of Seller (which books and records are true, correct and complete).

(i) Events Subsequent to Most Recent Fiscal Year End . Since the Most Recent Fiscal Year End, except as set forth in Section 6(i) of the Disclosure Schedule, there has not been any transaction entered into by Seller outside of the Ordinary Course of Business and Seller has not suffered any Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in Section 6(i) of the Disclosure Schedule, since the Most Recent Fiscal Year End:

(i) Seller has not sold, leased, transferred, or assigned any assets, tangible or intangible, with a fair market value of $5,000 or more, outside the Ordinary Course of Business, and Seller has disclosed in writing to Buyer any sale, lease, transfer or assignment of any assets, tangible or intangible, of Seller made in the Ordinary Course of Business where such assets have a fair market value of $5,000 or more;

(ii) Seller has not entered into any agreement, contract, lease, or license outside the Ordinary Course of Business;

(iii) no Lien has been imposed upon any of Seller’s assets, tangible or intangible;

(iv) Seller has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) outside the Ordinary Course of Business, with the exception of certain waivers and releases in favor of Silicon Valley Bank, Gold Hill and the Series I Investors;

(v) Seller has not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any of the Business IP;

(vi) there has been no change made or authorized in the certificate of incorporation, bylaws or other charter documents of Seller;

(vii) Seller has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock;

(viii) Seller has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock;

(ix) Seller has not made any loans or advances of money outside of the Ordinary Course of Business; and

(x) Seller has not committed to any of the foregoing.

(j) Undisclosed Liabilities . Except as set forth on Sections 6(j) and 6(u) of the Disclosure Schedule, Seller has no Indebtedness or other liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability for Taxes).

(k) [Reserved]

(l) Legal Compliance . Seller has complied with all applicable laws in all material respects (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder of federal, state, local, and foreign governments (and all agencies thereof)), and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against it alleging any failure so to comply.

(m) [Reserved]

(n) Real Property .

(i) Seller owns no real property.

(ii) Section 6(n) of the Disclosure Schedule sets forth the address of the Leased Real Property, and a true, complete and correct description of the Lease for such Leased Real Property (including the date and name of the parties to the Lease document). Seller has delivered to Buyer a true, complete and correct copy of the Lease document, and in the case of an oral Lease, a written summary of the material terms of the Lease.

(iii) The Leased Real Property comprises all of the real property used or intended to be used in the Business; and Seller is not a party to any agreement or option to purchase any real property or interest therein.

(iv) All buildings, structures, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property (the “ Improvements ”) are in good condition and repair and sufficient for the operation of the Business. There are no facts or conditions affecting any of the Improvements that would, individually or in the aggregate, interfere in any respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Business as currently conducted thereon.

(v) Seller has not received written notice of any condemnation, expropriation or other proceeding in eminent domain affecting the Leased Real Property or any portion thereof or interest therein. Seller has not received any notice of violation of any law relating to the Leased Real Property.

(vi) A