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WHEREAS, the parties hereto entered into an Acquisition Agreement and Plan of Merger, dated as of February 18, 2005 (as amended by Amendment No.1 thereto, dated as of March 7, 2005, as further amended by Amendment No.NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements herein contained, the parties hereto, intending to be legally bound, agree as follows:“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such first Person. §§1317, 1321, or Section 101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980; (c) listed in the United States Department of Transportation Hazardous Material Tables, 49 C. Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall assume and thereafter pay, perform and discharge, or cause to be paid and discharged, when due, only (a) the accounts payable and accrued expenses of the Business reflected on the Company’s Interim Financial Statements which are unpaid as of the Closing Date and are included in the calculation of Final Working Capital, (b) any accounts payable and accrued expenses of the Business incurred in the ordinary course of business, consistent with past practice, between the date of the Company’s Interim Financial Statements and the Closing Date which are unpaid as of the Closing Date and are included in the calculation of Final Working Capital, (c) the liabilities and obligations of the Company pursuant to the Assumed Contracts, but only to the extent not arising from and not attributable to any breach, default or failure of performance thereunder by the Company or Seller occurring on or prior to the Closing, (d) any liability to the Company’s customers incurred by the Company in the ordinary course of business for nondelinquent orders or performance of services outstanding on the Closing Date (except to the extent the liability arises out of or relates to a breach by the Company that occurred prior to the Closing Date) reflected in the Company’s records and (e) the other liabilities identified on Schedule 2.3(a) attached hereto (collectively, the “ Assumed Liabilities ”).As used in this definition, “control” and its correlative uses “controlled” and “controlling” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or voting interests, by contract or otherwise.“ Assumed Contracts ” means all distribution agreements, manufacturing agreements and other Contracts of the Company relating to the Business, except for those specifically identified as Excluded Assets pursuant to Section 2.2 hereof.“ Claim ” means any action, arbitration, audit, hearing, investigation, cause of action, litigation or suit (whether civil, criminal, administrative, regulatory, judicial or investigative, whether formal or informal, whether public or private).“ Closing Date ” means the date on which the Closing occurs, which shall be the third Business Day following the satisfaction or waiver of the conditions set forth in Section 6 and Section 7 of this Agreement or such other date as Buyer and Seller may agree.“ Company Debt ” means the aggregate indebtedness of the Company for borrowed money pursuant to all notes, credit facilities, loan agreements or arrangements of any kind including, without limitation, the Loan Documents.“ Company’s Financial Statements ” means the unaudited financial statements of the Company as of December 31, 2005 and for the year then ended, including a balance sheet and an income statement, and the Company’s Interim Financial Statements.“ Company’s Interim Financial Statements ” means the unaudited financial statements of the Company as of September 30, 2006 and for the nine months then ended, including a balance sheet and an income statement.“ Contract ” means any contract, agreement, Lease, obligation, promise, plan, commitment or other undertaking (whether written or oral and whether express or implied) to which the Company is a party or otherwise bound.“ Court Approval ” means the entry of an order, in form and substance satisfactory to Buyer in its sole discretion, of the United States Bankruptcy Court for the Southern District of New York approving the execution and delivery of this Agreement and the transactions contemplated hereby.“ Encumbrance ” means any charge, claim, interest, equitable interest, lien, option, pledge, security interest, mortgage, right of first option, right of first refusal, obligation or other restriction or encumbrance of any kind on title or transfer of any nature whatsoever.“ Governmental Authority ” shall mean (a) the United States of America, (b) any state, commonwealth, territory or possession of the United States of America and any political subdivision thereof (including counties, municipalities, provinces and parishes), (c) any foreign (as to the United States of America) sovereign entity and any political subdivision thereof, and (d) any court, quasi-governmental authority, tribunal, department, commission, board, bureau, agency, authority or instrumentality of any of the foregoing.“ Hazardous Substance ” means any substance regulated or governed under any Environmental Law, including, without limitation, any substance which is: (a) petroleum, asbestos or asbestos-containing material, or polychlorinated biphenyls; (b) defined, designated or listed as a “Hazardous Substance” pursuant to Sections 307 and 311 of the Clean Water Act, 33 U. Except for the Assumed Liabilities, the Company shall remain responsible for, and Buyer shall not directly or indirectly, assume, or in any way become liable or responsible for, any liability, obligation, debt or contingency of the Company, Seller, any Affiliate of the Company or Seller, or the Business of any type or nature, whether liquidated or unliquidated, known or unknown, actual or inchoate, accrued, contingent or otherwise, and whether arising from facts existing or events occurring prior to, on or after the date of this Agreement or the Closing, including, without limitation, those items identified on Schedule 2.3(b) attached hereto (collectively, the “ Excluded Liabilities ”). THE BUYER ACKNOWLEDGES AND AGREES THAT (A) THE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES THAT ALL OR A PORTION OF THE PURCHASED ASSETS ARE MERCHANTABLE (IN THE SENSE OF AN IMPLIED WARRANTY OF MERCHANTABILITY UNDER THE UCC) OR FIT FOR A PARTICULAR PURPOSE, IN EACH CASE, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT; AND (B) THE SOLE REPRESENTATIONS AND WARRANTIES OF THE SELLER REGARDING THE PURCHASED ASSETS ARE THOSE SPECIFICALLY PROVIDED IN THIS AGREEMENT.Such certificate shall be accompanied by appropriate documentation supporting the estimates contained therein.This schedule is being provided as a courtesy so that you can assist shareholders in calculating the tax basis of their shares.Q: What are the tax implications for Box 8, Cash Liquidation Distributions for Taxable Accounts (such as individual or joint tenant type accounts)?

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At least three days prior to the Closing Date, Seller shall deliver to Buyer a certificate executed by a duly authorized member of Seller (the “ Initial Adjustment Certificate ”) setting out Seller’s good faith estimate (the “ Working Capital Estimate ”) of Closing Date Working Capital and indicating in detail the basis for the estimate, including an estimate of the Current Assets and Current Liabilities as of the Closing Date and any resulting Working Capital Overage or Working Capital Underage.The Closing shall take place at the offices of Hodgson Russ LLP, 60 East 42 Floor, New York, NY, 10165, or at such other location as the parties hereto agree.THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”) is entered into as of December 21, 2006, by and between USM ACQUISITION, LLC, a Delaware limited liability company (“ Buyer ”), and IBF FUND LIQUIDATING LLC, a Delaware limited liability company (“ Seller ”), as secured party under the Uniform Commercial Code as codified in the State of New York (the “ UCC ”).Seller represents that, as a result of continuing defaults by the Company in the repayment and performance of the Obligations and other liabilities under the Loan Documents, Seller has the right under Section 9-610 of the UCC to sell, lease, license or otherwise dispose of any or all of the collateral securing the Obligations. 6903(5).“ Intellectual Property ” means all intellectual property in which the Company has any right, title or interest (including a licensed right) and which is or has been used, exploited or commercialized by the Company in the conduct of the Business, including but not limited to the Company’s name, all fictitious business names and trade names, all registered and pendingtrademarks and service marks, and all trademark and service mark applications, all designs and logos indicating source and slogans and all goodwill related to the foregoing, all issued patents and reissues, divisions, continuations and extensions of such patents, patents pending and applications for patents, patent disclosures docketed, and inventions and discoveries whether patentable or unpatentable, all copyrights in both published and unpublished works of authorship whether or not registered, Internet addresses, content and domain names, and all know-how, trade secrets, confidential information, customer and supplier lists, software, technical information, data, proprietary formulae and business and marketing plans.“ knowledge ” (including any derivation thereof) means (a) with respect to Seller, (i) the actual knowledge of any particular fact or matter by Arthur Steinberg, the Seller’s sole manager, or (ii) the actual knowledge of any particular fact or matter by the Company’s President, Charles T.Seller has asked the Company, and the Company has agreed, to surrender possession of such collateral for the purpose of effecting a private sale thereof, and Buyer desires to purchase certain of the assets constituting such collateral, including tangible and intangible assets, used in, or directly related to, the Company’s natural, organic and specialty ready-to-eat cereals, hot cereals, cookies and crackers business (the “ Business ”), on the terms and subject to the conditions set forth herein. §172.101; or (d) defined, designated or listed as a “Hazardous Waste” under Section 1004(5) of the Resource and Conservation and Recovery Act, 42 U. Verde, or by Cynthia Davis or Steven Geddes, in each case after reasonable inquiry, and (b) with respect to Buyer, the actual knowledge of any particular fact or matter by Scott Feldman, Daniel Werther or Nicholas Maxwell.“ Law ” means any law (including, without limitation, principles of common law), statute, code, regulation, treaty, permit, license, certificate, judgment, order, writ, decree, award or other decision or requirement of any arbitrator or Governmental Authority.“ Material Adverse Change ” or “ Material Adverse Effect ” mean any fact, event, change, circumstance or effect that is or is reasonably likely to be, individually or in the aggregate, materially adverse to the business, financial condition, properties, assets or results of operations of the Company, other than facts, events, changes, circumstances or effects: (a) resulting from general economic conditions; (b) resulting from the transactions contemplated by this Agreement or the announcement to third-parties and the public of the transactions contemplated by this Agreement; (c) resulting from changes in Laws after the date hereof; or (d) resulting from an outbreak or escalation of hostilities involving any country where the Company does business, the declaration by any country where the Company does business of a national emergency or war, or the occurrence of any acts of terrorism and any actions or reactions thereto.“ Permits ” means any Consent, license, registration, permit, franchise or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Law.“ Permitted Encumbrances ” means (i) mechanics’, carriers’, workmen’s, repairmen’s or similar Encumbrances arising or incurred in the ordinary course of the Business consistent with past practice and securing amounts that are not past due; (ii) Encumbrances for Taxes, assessments and any other governmental charges which are not due and payable or which are being contested in good faith by appropriate proceedings and as to which adequate reserves (determined in accordance with GAAP) have been provided in the balance sheet included in the Company’s Interim Financial Statements; (iii) any other Encumbrances that will be terminated at or prior to Closing in accordance with this Agreement; and (iv) Encumbrances relating to the operating leases of equipment set forth in Section 3.8(a) of the Seller’s Disclosure Schedule.“ Person ” means any individual, corporation, partnership, limited liability company, business trust, limited liability partnership, joint stock company, trust, unincorporated association or joint venture.“ Selling Expenses ” means all costs, fees and expenses incurred by the Company, or by the Company on behalf of Seller, in each case in connection with the consummation of the transactions contemplated hereby (whether incurred prior to or after the date hereof) that are set forth in the schedule provided to Buyer pursuant to Section 2.5(d)(iii) hereof, including, without limitation, any brokerage fees, commissions, finders’ fees or financial advisory fees and the fees and expenses of Kaye Scholer LLP set forth on such schedule. Subject to the terms and conditions hereof, and on the basis of and in reliance upon the covenants, agreements, representations and warranties set forth herein, at the Closing, Seller, in its capacity as a secured party under Section 9-610 of the UCC, shall, or shall cause the Company to, sell, transfer, assign, convey and set over to Buyer, free and clear of all Encumbrances other than Permitted Encumbrances, and Buyer shall purchase, acquire and accept, all of the assets of the Company described on Schedule 2.1(a) attached hereto, but excluding the Excluded Assets (the “ Purchased Assets ”). The only assets of the Company that shall not be transferred and sold to Buyer pursuant to Section 2.1 above (the “ Excluded Assets ”) shall be the following:all of the Company’s minute books, stock transfer books, seals and tax returns; .

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