ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “ Agreement ”) is entered into on July 31, 2009, by and between Atrinsic, Inc., a Delaware corporation (“ Purchaser ”), and Shopit, Inc., a Delaware corporation (“ Seller ”).  Purchaser and Seller are referred to collectively herein as the “ Parties .”

This Agreement contemplates a transaction in which Purchaser will purchase substantially all of the assets (and assume certain of the liabilities) of Seller relating to the Business in return for the Purchase Price.

Now, therefore, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows.

SECTION 1. DEFINITIONS .

“ Accredited Investor ” has the meaning set forth in Regulation D promulgated under the Securities Act.

“ Acquired Assets ” means all right, title, and interest in and to all of the assets of Seller relating to the Business, including   all of Seller’s (a) Intellectual Property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions, (b) websites, (c) tangible personal property, (d) agreements and contracts necessary to operate the Business and all other contracts listed on Schedule 3(o) hereto, (e) customer lists, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials, (f) subscriber database, (g) the telephone, facsimile and other telecom numbers and codes set forth on Schedule 1 and (h) claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment directly related to (a) through (g), provided , however , that the Acquired Assets shall not include (i) Seller’s certificate of formation, qualifications to conduct business as a corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, stock certificates, and other documents relating to the organization, maintenance, and existence of Seller as a corporation, (ii) any of the rights of Seller under this Agreement (or under any side agreement between Seller on the one hand and Purchaser on the other hand entered into on or after the date of this Agreement), (iii) Cash, (iv) bank accounts, (v) accounts receivable, (vi) Leased Real Property, (vii) prepaid expenses, advance payments and deposits to the extent that such prepaid expenses, advance payments and deposits are not directly related to (a) through (g) above, (viii) refunds, overpayments and rebates of Taxes and other governmental charges, (ix) all life insurance policies on officers and other employees of Seller and all other insurance policies of the Seller, including E&O and D&O policies, and rights arising from any refunds due (including, but not limited to, retrospective premium adjustment) with respect to insurance premium payments, (x) all telephone, facsimile and other telecom numbers and codes of Seller not set forth on Schedule 1, (xi) Tax Returns, Tax and financial records and reports and other documents and records pertaining to Seller’s operation of the Business that Seller is required by law to retain or that will be necessary or advisable for Seller to retain, in its reasonable discretion, for tax or related purposes; provided that Purchaser will be provided with and entitled to retain a copy of all such retained records, and (xii) the assets listed on Schedule 2(a).

“ Acquired Contracts ” means those contracts and agreements set forth on Schedule 3(o) hereto.

“ Adverse Consequences ” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, obligations, Taxes, liens, losses, expenses, and fees, including court costs and attorneys' fees and expenses.

“ Affiliate ” with respect to any Person, means any other Person that, directly or indirectly, is controlled by, controls or is under common Control with that Person.

“ Affiliated Group ” means any affiliated group within the meaning of Code Section 1504(a) or any similar group defined under a similar provision of state, local, or foreign law.

“ Assumed Liabilities ” means (i) all Liabilities and obligations of Seller set forth on Schedule 2(b) , and (ii) all Liabilities and obligations directly relating to the Acquired Assets including without limitation the Acquired Contracts set forth on Schedule 3(o) .  The Assumed Liabilities shall not include any other Liability or obligation of Seller, including, without limitation, (i) any Liability of Seller for Taxes, (ii) any Liability of Seller for income, transfer, sales, use, and other Taxes arising in connection with the consummation of the transactions contemplated hereby (including any income Taxes arising because Seller is transferring the Acquired Assets), (iii) any Liability of Seller for the unpaid Taxes of any Person under Reg. Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise, (iv) any obligation of Seller to indemnify any Person by reason of the fact that such Person was a director, officer, employee, or agent of Seller or was serving at the request of Seller as a partner, trustee, director, manager, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, operating agreement, or otherwise), (v) any Liability of Seller for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, or (vi) any Liability or obligation of Seller under this Agreement (or under any side agreement between Seller on the one hand and Purchaser on the other hand entered into on or after the date of this Agreement).

“ Business ” means the business of developing, marketing, distributing, servicing and/or otherwise exploiting ecommerce store applications for users of social networking sites to sell goods and services.

“ Cash ” means cash on hand and on deposit in banks and other financial institutions and cash equivalents (including marketable securities and short-term bonds and other investments) calculated in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements.

“ Closing ” has the meaning set forth in Section 2(d) below.

“ Closing Date ” has the meaning set forth in Section 2(d) below.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Confidential Information ” means any information concerning the business and affairs of Seller that is not already generally available to the public.

“ Control ,” with respect to any Person, means the power, directly or indirectly, to direct the management and policies of that Person.

“ Debt Consideration ” has the meaning set forth in Section 2(c) below.

“ Disclosure Schedule ” has the meaning set forth in Section 3 below.

“ Environmental, Health, and Safety Requirements ” shall mean, as amended and as now and hereafter in effect, all federal, state, local, and foreign statutes, regulations, ordinances, and other provisions having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations, and all common law concerning public health and safety, worker health and safety, pollution, or protection of the environment, including, without limitation, all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances, or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise, or radiation.

“ Escrow Shares ” means 200,000 shares of Purchaser Common Stock.

“ Financial Statements ” has the meaning set forth in Section 3(g) below.

“ GAAP ” means United States generally accepted accounting principles as in effect from time to time, consistently applied.

“ Governmental Authority ” means any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign.

“ Intellectual Property ” means all of the following in any jurisdiction throughout the world: (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, divisionals, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, slogans, trade names, corporate names, Internet domain names (including, but not limited to, shopit.com) (i.e., any alphanumeric designation registered with or assigned by a domain name registrar, registry, or domain name registration authority as part of an electronic address on the Internet)   and rights in telephone numbers, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (d) all Trade Secrets, (f) all computer software (including source code, executable code, data, databases, and related documentation), (g) all advertising and promotional materials, and (h) all copies and tangible embodiments thereof (in whatever form or medium).

“ Knowledge ” of a party shall mean the actual knowledge of any executive officer of such party, after reasonable inquiry of those employees whom such executive officers reasonably believe would have actual knowledge of such fact or matter.

“ Leased Real Property ” means all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures, or other interest in real property held by Seller.

“ Leases ” means all leases, subleases, licenses, concessions and other agreements (written or oral), including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto, pursuant to which Seller hold any Leased Real Property, including the right to all security deposits and other amounts and instruments deposited by or on behalf of Seller thereunder.

“ Liability ” means any liability or obligation of whatever kind or nature (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.

“ Lien ” means any mortgage, pledge, lien, encumbrance, charge, or other security interest other than   (a) liens for Taxes not yet due and payable, (b) purchase money liens and liens securing rental payments under capital lease arrangements, and (c) other liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money.

“ Material Adverse Effect ” or “ Material Adverse Change ” means any effect or change that would be materially adverse to the business of Purchaser or Seller, as applicable, taken as a whole, or to the ability of any Party to consummate timely the transactions contemplated hereby; provided that none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect or Material Adverse Change: (a) any adverse change, event, development, or effect arising from or relating to (1) general business or economic conditions, including such conditions related to the business of Seller, (2) national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, (3) financial, banking, or securities markets (including any disruption thereof and any decline in the price of any security or any market index), (4) changes in United States generally accepted accounting principles, (5) changes in laws, rules, regulations, orders, or other binding directives issued by any governmental entity or (6) the taking of any action contemplated by this Agreement and the other agreements contemplated hereby, (b) any existing event, occurrence, or circumstance with respect to which Purchaser has Knowledge as of the date hereof and (c) any adverse change in or effect on the business of Seller that is cured by Seller before the earlier of (1) the Closing Date and (2) the date on which this Agreement is terminated pursuant to Section 7 hereof.

“ Most Recent Balance Sheet ” means the balance sheet contained within the Most Recent Financial Statements.

“ Most Recent Financial Statements ” has the meaning set forth in Section 3(g) below.

“ Most Recent Fiscal Month End ” has the meaning set forth in Section 3(g) below.

“ Most Recent Fiscal Year End ” has the meaning set forth in Section 3(g) below.

“ Notes ” means (a) that certain Secured Convertible Promissory Note dated June 26, 2008 issued by Seller in favor of Propulsion Fund III, L.P., (b) that certain Secured Convertible Promissory Note dated July 18, 2008 issued by Seller in favor of Anthony DiGiandomenico; (c) that certain Secured Convertible Promissory Note dated July 18, 2008 issued by Seller in favor of Christopher A. Marlett Living Trust; (d) that certain Secured Convertible Promissory Note dated September 12, 2008 issued by Seller in favor of Aaron A. Grunfeld; and (e) that certain Secured Convertible Promissory Note dated September 12, 2008 issued by Seller in favor of Anthony DiGiandomenico.

 “ Ordinary Course of Business ” means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

“ Party ” has the meaning set forth in the preface above.

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other business entity, or a governmental entity (or any department, agency, or political subdivision thereof).

“ Purchaser Common Stock ” means the common stock of Purchaser, par value $.001 per share.

“ Purchase Price ” has the meaning set forth in Section 2(c) below.

“ Real Property Laws ” has the meaning set forth in Section 3(l) below.

“ Retained Liabilities ” has the meaning set forth in Section 2(b) below.

“ Retained Liability Closing Payment ” means an amount equal to the total amount of the liabilities identified on Schedule 2(b) that will be paid directly by Purchaser on or about the Closing Date.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Secured Debtholders ” means those individuals and entities listed on Schedule 2(c) .

“ Share Consideration ” has the meaning set forth in Section 2(c) below.

“ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof and for this purpose, a Person or Persons own a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entity’s gains or losses or shall be or control any managing director or general partner of such business entity (other than a corporation). The term “Subsidiary” shall include all Subsidiaries of such Subsidiary.

“ Tax ” or “ Taxes ” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code Section 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, whether computed on a separate or consolidated, unitary or combined basis or in any other manner, including any interest, penalty, or addition thereto, whether disputed or not and including any obligation to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

“ Tax Return ” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“ Trade Secrets ” all trade secrets and confidential business information (including ideas, research and development, know-how, technical information, data, designs, process technology, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals).

SECTION 2. BASIC TRANSACTION .

(a)   Purchase and Sale of Assets .  On and subject to the terms and conditions of this Agreement, Purchaser agrees to purchase from Seller, and Seller agrees to sell, transfer, convey, and deliver to Purchaser, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.

(b)   Assumption of Liabilities; Retained Liabilities .  On and subject to the terms and conditions of this Agreement, Purchaser agrees to assume and become responsible for all Assumed Liabilities at the Closing.  Purchaser will not assume or have any responsibility, however, with respect to any other Liability of Seller not included within the definition of Assumed Liabilities (the “ Retained Liabilities ”).

(c)   Purchase Price . The Purchase Price for the Acquired Assets shall consist of (i) cancellation of One Million Eight Hundred Fifteen Thousand Dollars (US $1,815,000) in aggregate principal amount of indebtedness (plus any interest, fees and other amounts owing thereon) owed by Seller to Purchaser (the “ Debt Consideration ”), (ii) the assumption of the Assumed Liabilities by Purchaser, (iii) Four Hundred Fifty Thousand Dollars (US $450,000) (the “ Cash Consideration ”) and (ii) Three Hundred Eighty Thousand (380,000)   Shares of Purchaser Common Stock (the “ Share Consideration ”), of which One Hundred Eighty Thousand (180,000) Shares shall be distributed to the Secured Debtholders of Seller, as set forth on Schedule 2(c ).

(d)   Closing .  The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Stubbs, Alderton & Markiles, LLP, in Sherman Oaks, California commencing at 9:00 a.m. local time on July 31, 2009 or such other date as the Parties may mutually determine (the “ Closing Date ”).

(e)   Deliveries at Closing .

(i) Deliveries By Seller .   At the Closing, Seller will deliver to Purchaser:  (a) the various certificates, instruments, and documents referred to in Section 6(a) below; and (b) such duly executed and acknowledged instruments of sale, transfer, conveyance, and assignment (including Intellectual Property transfer documents) as Purchaser and its counsel may reasonably request.

(ii) Deliveries By Purchaser .   At the Closing, Purchaser will deliver to Seller:  (a) the various certificates, instruments, and documents referred to in Section 6(b) below; (b) such document evidencing cancellation of the Debt Consideration as Seller and their counsel may reasonably request; and (c) the Cash Consideration, less the Retained Liability Closing Payment, by wire transfer to the account designated by Seller.  At the Closing or as soon as practicable thereafter, Purchaser will also deliver to Seller a certificate or certificates evidencing the Share Consideration, less the Escrow Shares.

(f)   Escrow Shares .  The Purchaser shall deduct and withhold from the Share Consideration deliverable to Seller at the Closing the Escrow Shares.  The Escrow Shares shall be available to satisfy any exercise(s) by the Purchaser of its offset rights pursuant to Sections 8(i) and/or 9(f).  Any Escrow Shares that have not be used to satisfy Purchaser’s offset rights shall be delivered to Seller on the twelve (12) month anniversary of this Closing Date; provided, however, if any claim or dispute is pending as of such date that could result in Purchaser exercising its offset rights, the Purchaser may withhold from the Escrow Shares delivered to Seller on such date such number of shares as is equal in value to the pending claim, as determined in the reasonable discretion of Purchaser.  For purposes of Purchaser’s offset rights under this Agreement, the Escrow Shares shall be deemed to have a value of $2.00 per share.  In the event of a stock dividend, stock split, reverse stock-split, reclassification or combination of shares or exchange of shares, recapitalization or merger, consolidation or other similar event affecting the Escrow Shares (collectively, a “ Recapitalization Transaction ”), the number and kind of Escrow Shares referred to herein shall be appropriately adjusted and references in this Agreement to Escrow Shares shall refer, as applicable, to the stock, securities, cash, property or other consideration received in exchange for or with respect to such Escrow Shares pursuant to the terms of the Recapitalization Transaction, as applicable. Notwithstanding the foregoing, any cash dividends on the Escrow Shares and/or any dividends payable in securities or other distributions of any kind on the Escrow Shares, shall promptly be distributed by the Purchaser to Seller in accordance with the terms of such dividend or distribution, as determined by Purchaser’s Board of Directors.

(g)   Allocation .  As soon as practicable but in any event within 60 days after the Closing Date, Purchaser shall provide Seller with an allocation of the Purchase Price among the Purchased Assets which allocation shall be in accordance with Code Section 1060 and the Treasury regulations thereunder (and any similar provision of state, local or foreign law, as appropriate) and reasonably acceptable to Seller.  The parties shall file a Form 8594 with the Internal Revenue Service reflecting such allocation. Neither Purchaser nor Seller shall take any position (whether in audits, tax returns or otherwise) that is inconsistent with such allocation unless required to do so by applicable law.

SECTION 3. SELLER’S REPRESENTATIONS AND WARRANTIES .  Seller represents and warrants to Purchaser that the statements contained in this Section 3 are correct and complete as of the date of this Agreement, except as set forth in the disclosure schedule accompanying this Agreement (the “ ÓDisclosure Schedule ”). The Disclosure Schedule will be arranged in paragraphs corresponding to the lettered and numbered paragraphs contained in this Section 3.

(a)   Organization of Seller .  Seller is a corporation duly organized, validly existing, and in good standing under the laws of the state of Delaware.

(b)   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 except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(c)   Non-contravention .  Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in Section 2 above), 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 charter or bylaws 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 or consent 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 does not need to 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 (including the assignments and assumptions referred to in Section 2 above).

(d)   Brokers’ Fees .  Seller has no Liability to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which Purchaser could become liable or obligated.

(e)   Title to Assets .  Seller has good and marketable title to, or a valid leasehold interest in, all of the Acquired Assets, free and clear of any Liens or restriction on transfer.  The Acquired Assets are sufficient to operate the Business as presently conducted.

(f)   No Subsidiaries .  Seller does not have any Subsidiaries.

(g)   Financial Statements .  The Disclosure Schedule includes the following financial statements (collectively the “ Financial Statements ”) for Seller: (i) unaudited balance sheets and statements of income and cash flow as of and for the fiscal years ended December 31, 2007, and December 31, 2008 (the “ Most Recent Fiscal Year End ”); and (ii) unaudited balance sheets and statements of income and cash flow (the “ Most Recent Financial Statements ”) as of and for the four months ended March 31, 2009 (the “ Most Recent Fiscal Month End ”) for Seller. The Financial Statements have been prepared in accordance with GAAP throughout the periods covered thereby, present fairly, in all material respects, the financial condition of Seller as of such dates and the results of operations of Seller for such periods, are correct and complete, and are consistent with the books and records of Seller (which books and records are correct and complete); provided , however , that the Most Recent Financial Statements are subject to normal year-end adjustments (which will not be material individually or in the aggregate).

(i)   Undisclosed Liabilities .  Seller does not have any material Liability, except for (i) Liabilities set forth on the face of the Most Recent Balance Sheet, (ii) Liabilities that have arisen after the Most Recent Fiscal Month End in the Ordinary Course of Business (none of that results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement, or violation of law), and (iii) Liabilities set forth on the Disclosure Schedule.

(j)   Legal Compliance .   Seller has complied with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder and including the Foreign Corrupt Practices Act, 15 U.S.C. 78dd-1 et seq.) 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.

(k)   Tax Matters .

(i)  Seller has timely filed all Tax Returns that it was required to file or has filed for, and received, an extension with respect to such Tax Return. All such Tax Returns were correct and complete in all material respects and were prepared in substantial compliance with all applicable laws and regulations.  No claim has ever been made by an authority in a jurisdiction where Seller does not file Tax Returns that Seller is or may be subject to taxation by that jurisdiction. There are no Liens on any of the assets of Seller that arose in connection with any failure (or alleged failure) to pay any Tax.

(ii)  Seller has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party, and all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed.

(iii)  There is no dispute or claim concerning any Tax Liability of Seller either (A) claimed or raised by any authority in writing or (B) as to which the Seller (and employees responsible for Tax matters) has Knowledge based upon personal contact with any agent of such authority.

(iv)  Seller has not voluntarily waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(v)  The unpaid Taxes of Seller (A) did not, as of the Most Recent Fiscal Month End, exceed the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Most Recent Balance Sheet and (B) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of Seller in filing its Tax Returns.

(vi)  None of the Assumed Liabilities is an obligation to make a payment that is not deductible under Code Section 280G.  Seller is not a party to any Tax allocation or sharing agreement.  Seller (A) has not been a member of an Affiliated Group filing a consolidated federal income Tax Return and (B) has no Liability for the Taxes of any Person under Reg. Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.

(l)   Real Property .

(i)  Seller does not own any real property.

(ii)  The Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a true and complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document).  Seller has made available to Purchaser a true and complete copy of each such Lease document.

(m)   Intellectual Property .

(i)  Seller owns or possesses or has the right to use pursuant to a valid and enforceable written license, sublicense, agreement, or permission all Intellectual Property necessary for the operation of the Business as presently conducted.  Each item of Intellectual Property included in the Acquired Assets will be owned or available for use by Purchaser on identical terms and conditions immediately subsequent to the Closing hereunder.  Seller has taken all necessary and desirable action to maintain and protect each item of Intellectual Property that it owns or uses and will continue to maintain and protect all of the Intellectual Property that it owns or uses prior to Closing so as not to materially adversely affect the validity or enforceability thereof.

(ii)  Seller has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights or privacy rights of third parties, there are no facts that indicate a likelihood of any of the foregoing, and no director, manager or officer of Seller has ever received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that Seller must license or refrain from using any Intellectual Property rights of any third party). To the Knowledge of Seller, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of Seller.

(iii)  The Disclosure Schedule identifies each issued patent and all registrations that have been issued to Seller by a Governmental Authority with respect to any of Seller’s Intellectual Property, identifies each pending patent application or application for registration that Seller has made with respect to any of its Intellectual Property, and identifies each license, sublicense, agreement, or other permission that Seller has granted to any third party with respect to any of its Intellectual Property (together with any exceptions). Seller has made available to Purchaser correct and complete copies of all such patents, registrations, applications, licenses, sublicenses, agreements, and permissions (as amended to date) and has made available to Purchaser correct and complete copies of all other written documentation evidencing ownership and prosecution (if applicable) of each such item. The Disclosure Schedule also identifies each unregistered trademark, service mark, trade name, corporate name or Internet domain name, computer software item (other than commercially available off-the-shelf software purchased or licensed for less than a total cost of $1,000 in the aggregate), including all software developed by or for the Seller, and each material unregistered copyright used by Seller in connection with the Business.  After Closing, the Purchaser will have at least a non-exclusive right to use any code incorporated into such software that was not specifically written or developed for use in such software (the “ Preexisting Code ”) and there are no third-party rights to such Preexisting Code that will materially interfere with Purchaser’s ownership and use of such software. With respect to each item of Intellectual Property required to be identified in the Disclosure Schedule pursuant to this Section:

(A)  Seller owns and possesses all right, title, and interest in and to the item, free and clear of any Lien, license, or other restriction or limitation regarding use or disclosure and the Seller has made available to Purchaser correct and complete copies of all written documentation evidencing ownership and prosecution (if applicable) of each item of Seller’s Intellectual Property in Seller’s possession;

(B) the item is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge;

(C)  no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or, to the Knowledge of Seller, is threatened that challenges the legality, validity, enforceability, use, or ownership of the item, and there are no grounds for the same;

(D)  Seller has never agreed to indemnify any Person for or against any interference, infringement, misappropriation, or other conflict with respect to the item;

(E)  no loss or expiration of the item is threatened, pending or reasonably foreseeable, except for patents expiring at the end of their statutory terms (and not as a result of any act or omission by Seller, including without limitation, a failure by Seller to pay any required maintenance fees);

(F)  there are no maintenance fees, taxes, or actions falling due within 90 days; and

(G)  all such Intellectual Property is valid, subsisting, and enforceable.

(iv)  The Seller has no Trade Secrets.

(v)  The Disclosure Schedule identifies each item of Intellectual Property that any third party owns and that Seller uses pursuant to license, sublicense, agreement, or permission. Seller has made available to Purchaser correct and complete copies of all such licenses, sublicenses, agreements, and permissions (as amended to date) in Seller’s possession. With respect to each item of Intellectual Property required to be identified in the Disclosure Schedule pursuant to this Section and to the Knowledge of Seller:

(A)  the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect;

(B)  the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following consummation of the transactions contemplated hereby and no consent of any third party is required in connection with the transfer, assignment and conveyance of such license, sublicense, agreement or permission as a result of the transactions contemplated by this Agreement;

(C)  no party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred that with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder;

(D)  no party to the license, sublicense, agreement, or permission has repudiated any provision thereof;

(E)  with respect to each sublicense, the representations and warranties set forth in subsections (A) through (D) above are true and correct with respect to the underlying license;

(F)  the underlying item of Intellectual Property is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge;

(G)  no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or, to the Knowledge of any officer or director of Seller, is threatened that challenges the legality, validity, or enforceability of the underlying item of Intellectual Property, and there are no grounds for the same; and

(H)  Seller has not granted any sublicense or similar right with respect to the license, sublicense, agreement, or permission.

(vi)  Except as set forth on the Disclosure Schedule, all former and current employees of Seller have executed written contracts with Seller that assign to Seller all rights to any inventions, improvements, discoveries or information relating to Seller’s Business. To Seller’s Knowledge, no employee of Seller has entered into any contract that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his or her work to any person other than Seller.

(vii)  The Disclosure Schedule contains a complete and accurate list and summary of all royalties, fees, commissions, and other amounts payable by the Seller to any other person (other than sales commissions paid to employees according to the Seller’s standard commissions plan) upon or for the sale or distribution of any Seller product or the use of any Intellectual Property.

(viii)  To Seller’s Knowledge, none of the software (including firmware and other software embedded in hardware devices) owned, developed (or currently being developed), used, marketed, distributed, licensed, or otherwise used in connection with Seller’s Business (a) contains any bug, defect, or error (including any bug, defect, or error relating to or resulting from the display, manipulation, processing, storage, transmission, or use of date data) that materially and adversely affects the use, functionality, or performance of such software or any product or system containing or used in conjunction with such software; (b) fails to comply with any applicable warra