Connecticut Sample Asset Purchase Agreement between Warner Power, LLC, Warner Power Conversion, LLC, WEI Power Systems, Inc., WEI Electronics, Inc. and WEI Group, Inc. I. Introduction The Connecticut Sample Asset Purchase Agreement ("Agreement") is entered into between Warner Power, LLC ("Warner Power"), Warner Power Conversion, LLC ("Warner Power Conversion"), WEI Power Systems, Inc. ("WEI Power Systems"), WEI Electronics, Inc. ("WEI Electronics"), and WEI Group, Inc. ("WEI Group"). This Agreement outlines the terms and conditions under which the assets of Warner Power, Warner Power Conversion, WEI Power Systems, WEI Electronics, and WEI Group will be transferred. II. Definitions 1. Asset: Any tangible or intangible property owned or controlled by the companies, including but not limited to equipment, inventory, patents, trademarks, copyrights, customer lists, contracts, and goodwill. 2. Purchase Price: The agreed-upon amount paid by the buyer for the transferred assets. III. Asset Purchase 1. Nature of the Transaction: Warner Power, Warner Power Conversion, WEI Power Systems, WEI Electronics, and WEI Group agree to sell, and the buyer agrees to purchase, certain assets specified in Schedule A attached hereto. 2. Purchase Price: The buyer shall pay the purchase price of EX, XXX, XXX in cash, payable as follows: [insert payment terms]. 3. Assumed Liabilities: The buyer shall assume only the liabilities explicitly identified in Schedule A and shall not be responsible for any other liabilities. IV. Representations and Warranties 1. Seller's Representations: Warner Power, Warner Power Conversion, WEI Power Systems, WEI Electronics, and WEI Group each represent and warrant that they have good and marketable title to the assets being transferred. 2. Buyer's Representations: The buyer represents and warrants that it has the authority and capacity to enter into this Agreement. V. Covenants 1. Access to Information: The parties agree to provide each other with all necessary information related to the assets being transferred to facilitate a smooth transition. 2. Confidentiality: Any confidential information shared between the parties shall be kept confidential and not disclosed to any third parties. VI. Governing Law and Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut. Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Connecticut. VII. Entire Agreement This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings, oral or written, relating to the subject herein. Types of Connecticut Sample Asset Purchase Agreements between Warner Power, LLC, Warner Power Conversion, LLC, WEI Power Systems, Inc., WEI Electronics, Inc., and WEI Group, Inc: 1. Sample Asset Purchase Agreement for Equipment: Specifies the purchase and transfer of equipment assets. 2. Sample Asset Purchase Agreement for Intellectual Property: Specifies the transfer and acquisition of patents, trademarks, copyrights, and other intellectual property assets. 3. Sample Asset Purchase Agreement for Inventory: Specifies the purchase and transfer of inventory assets. 4. Sample Asset Purchase Agreement for Contracts: Specifies the transfer and assumption of customer contracts. Note: The specific types of asset purchase agreements may vary based on the assets being transferred by Warner Power, Warner Power Conversion, WEI Power Systems, WEI Electronics, and WEI Group.