Pursuant to the Purchase Agreement, concurrently herewith, Buyer is purchasing the Purchased Assets from Seller. In accordance with and subject to the terms and conditions set forth in the Purchase Agreement, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller does hereby irrevocably sell, assign, bargain, transfer, convey and deliver unto Buyer all of its right, title, and interest in and to the Purchased Assets.